EXHIBIT
      10.42





**SUPPLY
      AGREEMENT**




**This
      Supply Agreement**  (the
      “ **Agreement** ”)
      is
      dated January 14, 2008 by and between **Alfacell
      Corporation** ,
      a
      Delaware corporation with its principal place of business at 300 Atrium Drive,
      Somerset, New Jersey 08873 (“ **Alfacell** ”),
      and **Par
      Pharmaceutical, Inc.** , a
      Delaware corporation with its principal place of business at 300 Tice Blvd,
      Woodcliff Lake, NJ 07677, USA (“ **Par** ”).
      Alfacell and Par may be referred to herein individually as a “ **Party** ”,
      or
      together as the “ **Parties** ”.
      Capitalized terms not defined herein shall have the meanings ascribed to them
      in
      the License Agreement (as defined below).




**Recitals**




**Whereas,** Par and
      Alfacell are entering into a License Agreement on even date herewith (the
“ **License
      Agreement** ”)
      under
      which Par is receiving a license to, among other things, promote, market, have
      marketed, distribute, offer for sale, sell and have sold the Product in the
      Field in the Territory; and




**Whereas,** Alfacell
      desires to supply Product to Par in connection with the License Agreement and
      on
      the terms and conditions set forth herein.




**Agreement**




**Now,
      Therefore,** in
      consideration of the foregoing premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Parties agree as follows:




**1.**
            **Definitions**




**1.1**  **“Adverse
      Event”** means an
“adverse drug experience” as such term is defined at 21 C.F.R. 310.305(b) (as
      such definition may be amended, supplemented or replaced from time to time)
      and
      includes any adverse event associated with the use of a drug in humans, whether
      or not considered drug related, including any failure of expected
      pharmacological action and any adverse event occurring (i) in the course of
      the
      use of a drug product in professional practice; (ii) from drug overdose, whether
      accidental or intentional; (iii) from drug abuse or (iv) from drug
      withdrawal.




**1.2**  **“Agreement”** has the
      meaning provided in the Preamble.




**1.3**  **“Alfacell”** has the
      meaning provided in the Preamble. ****




**1.4**  **“Alfacell
      Indemnitee”** has
      the
      meaning provided in Section 12.2.




**1.5**  **“Calendar
      Quarter”** means
      each respective period of three consecutive months ending on March 31,
      June 30, September 30 or December 31.




**1.6**  **“Certificates”** has the
      meaning provided in Section 6.1.








**1.7**  **“Confidential
      Information”** has
      the
      meaning set forth in the License Agreement.




**1.8**  **“Field”** means
      all
      uses for cancer in humans.




**1.9**  “ **Label** ”
shall
      refer to such labels and other written, printed or graphic matter (i) used
      on
      vials of Product and boxes of vials or (ii)
      accompanying the Product, including package inserts .
      “ **Labeled** ”
or
      “ **Labeling** ”
shall
      have correlative meaning.




**1.10**  **“Launch
      Quantities”** has the
      meaning provided in Section 3.1.




**1.11**  **“License
      Agreement”**  has
      the
      meaning provided in the Recitals.




**1.12**  **“Losses”** has
      the
      meaning provided in Section 12.1.




**1.13**  **“Manufacture”** means
      all activities related to the manufacturing of a pharmaceutical product, or
      any
      ingredient thereof, including to manufacturing Product or supplies for
      development, manufacturing of Product for commercial sale, Packaging, Labeling,
      in-process and finished product testing, release of product or any component
      or
      ingredient thereof, quality assurance activities related to the manufacturing
      and release of product, ongoing stability tests and regulatory activities
      related to any of the foregoing. **“Manufactured”** or **“Manufacturing”** shall
      have correlative meaning.




**1.14**  **“Manufacturing
      Process”** has
      the
      meaning provided in Section 7.3.




**1.15**  **“Objection
      Notice”**  has
      the
      meaning provided in Section 6.2.3.




**1.16**  **“Package”** means
      all primary containers, cartons and shipping cases, used in packaging or
      accompanying the Product for delivery to Par hereunder. “ **Packaged** ”
or
      “ **Packaging** ”
shall
      have correlative meaning.




**1.17**  **“Par”** has the
      meaning provided in the Preamble.




**1.18**  **“Par
      Indemnitee”** has
      the
      meaning provided in Section 12.1.




**1.19**  **“** **Product
      Specifications”** means
      the
      specifications for the Product contained in the applicable Regulatory Approval
      and any specifications mutually agreed upon by the Parties, such agreement
      not
      to be unreasonably withheld, conditioned or delayed, established in connection
      with the Product and any changes to such specifications made at the request
      of
      the FDA or by mutual agreement of the Parties from time to time, including
      the
      specifications set forth in **Exhibit
      A** .




**1.20**  **“Quality
      Agreement”** has
      the
      meaning provided in Section 6.3.




**1.21**  **“Term”** has the
      meaning provided in Section 11.1.




**1.22**  **“Third
      Party Manufacturer”** means
      (i) either Scientific Protein Laboratories LLC or Ben Venue Laboratories, Inc.
      or any of their respective Affiliates or (ii) such other


2.





Third
      Party as Alfacell shall contract to Manufacture Product under this Agreement,
      subject in respect of this clause (ii) to Par’s prior written consent, such
      consent not to be unreasonably withheld.




**2.**
            **Supply
                of Products**.




**2.1**  **Supply
      by Alfacell.** Subject
      to the terms and conditions of this Agreement, Alfacell shall Manufacture and
      supply, or cause its Third Party Manufacturer to Manufacture and supply to
      Par
      such quantities of Product, in finished form, as are ordered by Par in
      accordance with the requirements of this Agreement of its total commercial
      requirements for Product. Alfacell shall not supply any Third Party with Product
      for sale in the Territory. Alfacell shall not be required to provide samples
      of
      Product to Par. Par shall only purchase Product from Alfacell and from no other
      party.




**3.**
            **Forecasts
                and Purchase Orders.**




**3.1**  **Commercial
      Launch.** Par
      shall notify Alfacell at least twelve (12) months in advance of the anticipated
      date of the Initial Commercial Sale, which notification shall include a
      preliminary estimate of the quantity of Product needed for the Initial
      Commercial Sale. Par may change the estimated date of the Initial Commercial
      Sale and the estimated quantity of Product needed for such Initial Commercial
      Sale at any time by notifying Alfacell in writing; *provided,
      however* ,
      that
      Par shall notify Alfacell of the minimum amount of Product that Par will require
      for the Initial Commercial Sale at least six (6) months (or at least nine (9)
      months, if such amount is less than or greater than the initial estimate by
      more
      than twenty-five percent (25%)) prior to the anticipated date of the Initial
      Commercial Sale (the “ **Launch
      Quantities** ”).




**3.2**  **Forecasts.** Each
      month, Par shall provide Alfacell with a written twelve (12)-month rolling
      forec a st
      of its
      estimated orders and delivery dates for Product in the Territory (each a
“ **Forecast** ”).
      The
      volume forecasted for the first five (5) months of each Forecast shall be
      binding upon Par. The remainder of each Forecast shall not be
      binding.




**3.3**  **Purchase
      Orders.** Par
      shall order Product as set forth in the binding portions of the Forecast by
      submitting to Alfacell written purchase orders, in such form as the Parties
      shall agree from time to time, specifying the quantities of Product ordered
      and
      the desired delivery dates for such Product. Par shall submit each purchase
      order to Alfacell at least three (3) months in advance of the delivery date
      specified in the Forecast. **** Alfacell
      shall, or shall cause its Third Party Manufacturer to, make each delivery of
      Product in the quantity and on the delivery date specified on Par’s purchase
      order. Any purchase orders for Product submitted by Par to Alfacell shall
      reference this Agreement and shall be governed exclusively by the terms
      contained herein. The Parties hereby agree that the terms and conditions of
      this
      Agreement shall supersede any term or condition in any order, confirmation
      or
      other document furnished by Par or Alfacell that is in any way inconsistent
      with
      these terms and conditions.


3.





**3.4**  **Quantity
      of Orders.** The
      Parties agree that Forecasts and orders of Product will be expressed by multiple
      boxes of Product in a unit size to be mutually agreed to by the Parties, subject
      to Section 13.1.




**4.**
            **Price
                and Taxation.**




**4.1**  **Transfer
      Price.** For the
      Manufacture of the Product, Par shall pay Alfacell a price equal to the Transfer
      Price. The Parties shall cooperate in good faith and use Commercially Reasonable
      Efforts to reduce the Direct Cost of Product. Subject to Section 6, Par shall
      be
      responsible for shipping and related insurance costs.




**4.2**  **Invoices.** Alfacell
      shall, or shall cause its Third Party Manufacturer to, invoice Par for the
      aggregate Transfer Price of each delivery of Product at the time of such
      delivery.




**4.3**  **Method
      of Payment.** All
      payments due hereunder to Alfacell shall be paid to Alfacell in U.S. Dollars
      not
      later than thirty (30) days following applicable delivery.




**4.4**  **Launch
      Quantities** .
      Notwithstanding anything else to the contrary herein, Par shall not be obligated
      to take ownership or  to
      make
      payment to Alfacell for any Launch Quantities until Regulatory Approval for
      the
      Product is obtained.




**4.5**  **Financial
      Audit.** For a
      period of three (3) years after the calendar year to which the records relate
      or
      such longer period as may be required by applicable law, Alfacell shall, and
      shall cause the Third Party Manufacturer to, keep records pertaining to any
      payments made
      by **** Alfacell
      that are components of Direct Costs **** in
      sufficient detail to permit Par to confirm the
      accuracy of the amounts
      paid .
      Par
      shall have the right to cause an independent, certified public accountant
      reasonably acceptable to Alfacell to audit such records solely **** to
      confirm the amounts of such payments ; *provided,
      however,* that
      such auditor shall not disclose Alfacell’s Confidential Information or
      any Third
      Party Manufacturer ’s **** confidential
      information **** to
      Par,
      except to the extent such disclosure is necessary to verify the amount of any
      overpayments made by Par to Alfacell, and such auditor shall enter into a
      non-disclosure agreement reasonably acceptable to Alfacell. Such audits may
      be
      exercised once per year on reasonable advance notice and during normal business
      hours, within three (3) years after the date of payment to which such records
      relate, upon notice to Alfacell and during normal business hours; *provided,
      however* ,
      that
      Alfacell may cause an independent, certified public accountant reasonably
      acceptable to Par to participate with Par’s accountant in such audit of any
      Third Party Manufacturer. Any amounts shown to be owing by such audits shall
      be
      paid promptly. Par shall bear the cost of such audit unless such audit discloses
      an overpayment by Par of more than five percent (5%) as compared to the amount
      of payments and/or reimbursements actually owed to Alfacell for the period
      audited. In such case, Alfacell shall bear the reasonable cost of such
      audit.




**4.6**  **Late
      Payments.** Any
      payments due under this Agreement by either Party that are not paid by the
      date
      such payments are due shall bear interest at one
      percent (1%) per month from the date such payments are due. The foregoing
      interest shall be due from the


4.





Party
      owing the payment amount without any special notice and shall be in addition
      to
      any other remedies that the Party entitled to such payment may have pursuant
      to
      this Agreement.




**5.**
            **Delivery.**




**5.1**  **Delivery
      Terms.** Subject
      to compliance with Section 3.1, the Launch Quantities shall be delivered to
      Par at least two (2) weeks before the anticipated Initial Commercial Sale.
      Deliveries shall be made EXW (Incoterms 2000) at Alfacell’s manufacturing
      facility or that of its Third Party Manufacturer as designated by Alfacell. Product
      delivered to Par shall be appropriately Labeled and Packaged by Alfacell at
      its
      expense in fully finished form for supply to the ultimate consumer in accordance
      with law and all applicable Regulatory Approvals. Products supplied by Alfacell
      shall have a shelf life of at least twenty (20) months from the date of
      delivery.




**6.**
            **Quality
                Assurance Control -
                Acceptance.**




**6.1**  **Specifications;
      Testing.**




**6.1.1**  **Certificates
      of Analysis and Compliance.** Alfacell
      shall provide Par with a copy of the certificate of analysis and a certificate
      of compliance (together, the “ **Certificates** ”),
      with,
      or at the same time of, each delivery of Product supplied hereunder. In the
      event Par requires additional documentation due to a change in the law or a
      Regulatory Approval without which the release into commerce and selling of
      Product in the Field in the Territory under any Regulatory Approval would be
      impossible or impracticable, Alfacell will use Commercially Reasonable Efforts
      to supply (unless such documentation is required from all manufacturers of
      pharmaceutical products, in which case Alfacell shall supply or cause its Third
      Party Manufacturer to supply) such documentation with each delivery of Product.
      Subject to variations agreed to in the Quality Agreement, such Certificates
      shall certify, with respect to each shipment and batch (identified by batch
      number): (i) the quantity of the shipment, (ii) that the Product
      delivered conforms to, and was handled in compliance with, the Product
      Specifications and (iii) that the Product was Manufactured in accordance with
      cGMP and any applicable Regulatory Approval, as well as any further information
      required by the relevant regulatory authorities that Par may have previously
      notified Alfacell is necessary. Par shall be under no obligation to accept
      any
      shipment of Product without the accompanying Certificates.




**6.2**  **Acceptance
      and Rejection.**




**6.2.1**  **Quality
      Control Problem.** If
      Alfacell identifies a quality problem with respect to any batch of the Product,
      then it shall promptly notify Par.




**6.2.2**  **Product
      Rejection.** Par
      may
      reject any delivery of Product if the Product does not conform to the Product
      Specifications or if it fails to conform to any Product warranty set forth
      in
      this Agreement. In addition, Par will visually inspect each delivery of Product
      upon receipt and shall, within forty five (45) days from receipt of delivery,
      notify Alfacell in writing (i) of any defects discovered by such visual
      inspection and (ii) that it is rejecting the delivery and the reasons for such
      rejection. If Par fails to


5.





deliver
      such notice to Alfacell within the forty five (45)-day period, Par shall be
      deemed to have accepted such delivery; *provided* , *however* ,
      that,
      other than with respect to defects or other non-compliance plainly observable
      from a visual inspection, any such acceptance, or deemed acceptance, shall
      not
      operate to limit the warranties of Alfacell set forth in this Agreement relating
      to such Product shipment and shall not preclude a subsequent rejection by Par
      of
      such shipment due to the discovery of latent defects in such Product (including
      discovery of any substance that would cause Product to be adulterated within
      the
      meaning of the United States Food, Drug, and Cosmetic Act); and *provided,
      further* ,
      that
      Par notifies Alfacell in writing within five (5) business days of its discovery
      of such latent defect.




**6.2.3**  **Replacement
      of Product and Dispute Procedure.** If
      Alfacell believes that Product was wrongly rejected, it shall notify Par in
      writing, within twenty (20) days of receipt by Alfacell of Par’s written notice
      of rejection, that Alfacell disagrees with such basis for rejection (an
“ **Objection
      Notice** ”).
      If
      Par and Alfacell cannot agree, within twenty (20) days after receipt by Par
      of
      the Objection Notice, whether Product rejected by Par is defective,
      representative samples of the batch of Product in question shall be submitted
      to
      a mutually-acceptable independent laboratory or consultant for analysis and/or
      review. The results of such evaluation shall be binding upon the Parties. The
      Party that is determined to have been incorrect in its determination of whether
      the Product should be rejected shall pay the costs of any such evaluation and
      reimburse the other Party for any amounts previously paid by the other Party
      to
      the independent laboratory or consultant in connection with such evaluation.
      If
      such evaluation is inconclusive as to whether the Product rejected is defective,
      or if it is conclusive as to the fact that the Product rejected is defective
      but
      it cannot be determined which Party is responsible for such defect, then the
      Parties shall each be responsible for one-half of the costs related to such
      evaluation and Par may, in its discretion, purchase replacement Product when
      available for delivery. The Parties may also mutually agree in their discretion
      to further testing.




**6.2.4**  **Cost
      of Replacement of Rejected Product.** If
      any
      delivery or portion thereof is rejected by Par, unless already paid, Par’s
      obligation to pay all amounts payable to Alfacell in respect of the rejected
      delivery or portion thereof shall be suspended until there is agreement between
      the Parties or a determination by the independent laboratory or consultant
      regarding whether the respective delivery or portion thereof should be rejected.
      If such agreement or determination is in support of Alfacell’s Objection Notice,
      Par shall pay the amount due under the respective invoice for such improperly
      rejected delivery or portion thereof. If no agreement can be reached or the
      determination as to whether the delivery or portion thereof should be rejected
      is inconclusive, or if it is determined or agreed that the Product rejected
      is
      defective but it cannot be determined or agreed which Party is responsible
      for
      such defect, as the case may be, Par shall only be obligated to pay one-half
      of
      the outstanding amount applicable to the rejected delivery or portion thereof,
      as the case may be, less one-half of Ex-U.S. Shipping Costs or domestic shipping
      and insurance costs related to such Product, as applicable. If such agreement
      or
      determination is in favor of Par, Par shall not be obligated to pay any amount
      applicable to the rejected delivery or portion thereof, as the case may be,
      and
      Alfacell shall reimburse Par for the Ex-U.S. Shipping Costs or domestic shipping
      and


6.





insurance
      costs related to such Product, as applicable, within thirty (30) days of Par's
      providing to Alfacell reasonable documentation of such costs.




**6.2.5**  **Delivery
      Rejections.** If
      a
      delivery or portion thereof is rejected by Par pursuant to the provisions of
      this Section 6.2, after determination that the rejection is legitimate in
      accordance with this Agreement, Par shall return to Alfacell at Alfacell’s
      request and expense (or, at the election of Alfacell, destroy and provide
      evidence of such destruction to Alfacell) any such rejected Product. If the
      Product was rightly rejected, Alfacell shall (i) credit the original invoice
      in
      respect of the rejected Product and (ii) adjust such invoice so that it includes
      only Product not rejected. Payment in respect of such adjusted invoice shall
      be
      due thirty (30) days after receipt by Par of such adjusted invoice.




**6.2.6**  **Replacement
      Product.** During
      the pendency of any rejection discussions, Alfacell shall, or shall use its
      Commercially Reasonable Efforts to cause its Third Party Manufacturer to, supply
      Par with the same amount of Product as is subject to rejection discussions
      and
      Par shall purchase such amount on the same terms as such rejected Product.
      Notwithstanding Section 7.5, Alfacell shall, or shall use its Commercially
      Reasonable Efforts to cause its Third Party Manufacturer to, make the supply
      of
      such replacement Product Alfacell's first supply priority and shall ship via
      air
      courier such replacement Product to Par at Alfacell’s expense. Shipping costs
      related to such replacement Product shall be borne by Alfacell, unless the
      evaluation as to whether the Product rejected is defective, or if conclusive
      as
      to the fact that the Product rejected is defective but it cannot be determined
      which Party is responsible for such defect, in which event Par and Alfacell
      shall each be responsible for one-half of such shipping costs. Any replacement
      Product that replaces rejected Product shall have a shelf life, at the time
      of
      delivery, equal to or greater than the remaining shelf life of the rejected
      Product at the time Par delivered notice of rejection in respect
      thereof.




**6.3**  **Quality
      Agreement** .
      Within
      sixty (60) days following the date that the first NDA is submitted to the FDA
      by
      Alfacell, the Parties shall enter into an agreement that details the quality
      assurance obligations of each Party on mutually agreeable and customary terms
      (the “ **Quality
      Agreement** ”).




**7.**
            **Manufacture
                of Product.**




**7.1**  **Changed
      Specifications.** The
      Parties shall notify each other within ****** seventy-two ****** (72)
      hours of any new instructions or specifications required by the FDA or by other
      Governmental Authorities. The Parties shall confer with each other with respect
      to any response regarding such instruction or specification and the best means
      to comply with such requirements and Alfacell shall bear the costs for
      implementing such changes.




**7.2**  **Labeling.** All
      Labels and Packaging of Product shall specify Par as the distributor and display
      the logo of Par and the artwork, text, and SKU numbers and other necessary
      items
      supplied by Par to Alfacell. The Labels and Packaging shall also include
      references to the Third Party Manufacturer in accordance with applicable law
      and
      all Regulatory Approvals. All Labels and Packaging or trade dress shall comply
      with applicable laws and Regulatory Approvals, and the presentation of the
      Trademark thereon shall comply


7.





with
      the
      provisions regarding the Trademark under the License Agreement. Except for
      all
      information and services provided to Alfacell by Par, Alfacell shall be
      responsible for ensuring the accuracy of all information contained on all Labels
      and Packaging of the Product and for the compliance of all such Labels and
      Packaging with the law and all Regulatory Approvals. Should Par desire or be
      required pursuant to applicable law and any Regulatory Approvals to make any
      change in any such Labels or Packaging, Alfacell shall be responsible for
      procuring the updating of all artwork and text associated with such change
      and
      for providing such changes to Par. Upon approval by Par, Alfacell shall make
      all
      necessary arrangements for such changed Labels or Packaging to be printed and
      shall provide Par with agreed artwork documents for Par’s review. Par shall,
      within one (1) week of receipt of agreed artwork documents, either provide
      Alfacell with any necessary corrections thereto or notify Alfacell of its
      approval of such agreed artwork documents. Par shall supply Alfacell with all
      of
      Par’s necessary artwork, text, SKU numbers and other necessary items by the
      dates reasonably requested by Alfacell so that Alfacell can prepare the Labels
      and Packaging for the Launch Quantities. Alfacell’s obligations to supply Par
      and its Affiliates with Product, including the Launch Quantities by the
      specified delivery dates, shall be contingent upon Alfacell’s timely receipt of
      the foregoing artwork, text, and SKU numbers and other necessary items from
      Par.




**7.3**  **Changes
      to the Product Specifications or to the Manufacturing Process.** Alfacell
      shall obtain the prior written consent of Par, which consent shall not be
      unreasonably withheld, conditioned or delayed, with respect to any proposed
      revision to the Product Specifications, site of manufacture and any change
      in
      the Raw Materials, equipment, process or procedures used to Manufacture the
      Product (the “ **Manufacturing
      Process** ”)
      that
      would require approval of or notification to the FDA, or other applicable
      Governmental Authority, in the Territory. The corresponding costs of
      implementing any changes to the Product Specifications or to the Manufacturing
      Process shall be borne by Alfacell.




**7.4**  **Reprocessing
      and Reworking of Product.** Any
      reprocessing or reworking of any batch or lot of Product shall be made in full
      compliance with the procedures described in the Regulatory Approvals for the
      Product, or, if not made in compliance with the procedures described in the
      Regulatory Approvals for the Product, Alfacell shall obtain the prior written
      consent of Par, not to be unreasonably withheld, delayed or
      conditioned.




**7.5**  **Product
      Shortfall.** Alfacell
      shall, or shall cause its Third Party Manufacturer to, use Commercially
      Reasonable Efforts to avoid shortfalls in supply of Product based on the
      Forecasts provided by Par. In the event Alfacell is unable to supply to Par,
      in
      whole or in part, Product requested for any reason (except to the extent caused
      by Par), then, in addition to other rights or remedies available to Par,
      Alfacell shall promptly notify Par in writing of such shortage, or potential
      shortage, or inability to timely supply Product and, if possible, the date
      when
      Alfacell will again be able to supply Product. Alfacell shall make efforts
      to
      cause its Third Party Manufacturer to use commercially reasonable efforts to
      remedy any shortfall of the Product as soon as practicable and to promptly
      allocate its available production capacity for the production of Product.
      Notwithstanding anything contained herein to the contrary, during Product
      shortfalls, Product will be allocated on a pro rata basis among the worldwide
      Product distributors and partners of Alfacell based on estimated market,


8.





determined
      on the basis of quantities of Product ordered in the two fiscal quarters
      immediately preceding the Product shortfall.




**8.**
            **Regulatory.**




**8.1**  **Adverse
      Event Reporting; Product Complaints.**




**8.1.1**  **Notification** .
      During
      the Term, the Parties shall keep each other promptly and fully informed of
      all
      of their pharmacological, toxicological and clinical trials, investigations
      and
      findings relating to the Product relevant to the Territory or the activities
      of
      the other Party. To
      such
      end, Alfacell and Par shall enter into a pharmacovigilance agreement to
      coordinate the flow of safety information. Par shall forward all Adverse Events
      reports or ISCRs received for the Product to Alfacell within five (5) calendar
      days after receipt by Par. Format for Adverse Events reporting from Par to
      Alfacell shall be a copy or facsimile of the source documentation. All event
      information will be transmitted via fax or secure electronic mail. The
      regulatory reporting time clock for submitting Adverse Events reports or ICSRs
      to Alfacell is deemed to start on the date when any individual within Par is
      first notified of a case report that fulfills the minimum criteria for a case
      report.




**8.1.2**  **Reporting.** With
      regard to the Product, Alfacell is responsible for preparing and submitting
      aggregate and individual case regulatory safety reports within the Territory
      as
      required by any Governmental Authority. Alfacell shall also hold and maintain
      reports of all Adverse Events, both serious and non-serious, in a database
      for
      the Product for preparing and submitting aggregate and single case reports
      to
      the FDA for the Product. Par
      shall reasonably cooperate at its own expense.




**8.1.3**  **Literature
      Reports.** Alfacell
      shall be responsible for screening published scientific and medical literature
      for Adverse Events or ICSRs. Par shall be
      responsible for notifying Alfacell of any relevant Adverse Events or ICSRs
      that
      may come to its attention in the Territory via local scientific or medical
      journals, or unpublished scientific or conference papers. A copy of any such
      documentation shall be provided at the same time as the report.




**8.1.4**  **Product
      Complaints.** Par will
      notify Alfacell within five (5) calendar days of any customer complaints that
      relate to the Manufacture, Labeling or Packaging of the Product.




**8.2**  **cGMP
      Compliance and QA Audits.** Upon
      written request to Alfacell by Par or otherwise upon the reasonable request
      of
      Par and subject to the consent of Alfacell, not to be unreasonably withheld,
      delayed or conditioned, Par may accompany Alfacell to a Third Party
      Manufacturer’s Manufacturing facilities during normal business hours to discuss
      any issues regarding Manufacturing and management personnel, and to review
      and
      inspect (i) the Manufacturing and storage facilities, (ii) the quality control
      procedures, and/or (iii) any records and reports pertinent to the Manufacture,
      disposition or transport of Product as may be necessary to evidence the Third
      Party Manufacturer’s compliance with all applicable Regulatory Approvals for the
      Manufacture of Product supplied to Par hereunder, including


9.





compliance
      with cGMP. Par may make such visits with Alfacell to the Third Party
      Manufacturer’s Manufacturing facilities once per calendar year unless Par
      identifies, during any such visit or as a result of any Form 483 received by
      such Third Party Manufacturer, any defects or deficiencies provided in any
      of
      the foregoing clauses (i), (ii) or (iii) above, in which case Par may make
      as
      many subsequent visits to such facilities as are reasonably required to
      determine whether such defects or deficiencies have been cured.




**8.3**  **Regulatory
      Support.** To
      the
      extent practicable, Alfacell shall notify Par within two (2) business days
      prior
      to any inspection (of which Alfacell is aware) by the FDA or other regulatory
      agency relating to Product or any Product-related facility that is involved
      in
      the supply of Product to Par hereunder and, within twenty-four (24) hours after
      such inspection, shall furnish Par with a copy of all documentation, including
      any Form 483 and the Third Party Manufacturer’s response thereto, relating to
      such inspection. In addition, Alfacell shall notify Par within five (5) business
      days of its receipt of any other written regulatory actions or communications
      (other than ministerial, non-substantive communications) relating to the Product
      or any Product-related facility that is involved in the supply of Product to
      Par
      hereunder. The Parties shall confer with each other with respect to any response
      regarding such action or communication and the best means to comply with such
      action or communication, but the final response shall be within Alfacell’s final
      decision-making authority.




**8.4**  **Recall
      of Product.** In
      the
      event either Party believes a recall, field alert, product withdrawal or field
      correction, may be necessary with respect to Product provided under this
      Agreement, such Party shall immediately notify the other Party in writing.
      Neither Party shall act to initiate a recall, field alert, Product withdrawal
      or
      field correction, without the express prior written approval of the other Party,
      unless required by applicable law. Both Parties shall cooperate with one another
      with respect to such recall, field alert, product withdrawal or field
      correction. Alfacell shall be responsible for conducting any recall, field
      alert, product withdrawal or field correction; *provided,
      however* ,
      that
      the cost of any such recall, field alert, product withdrawal or field correction
      shall be borne equally by the Parties, except to the extent such recall, field
      alert, Product withdrawal or field correction is caused by a breach by either
      Alfacell or Par of its respective warranties, representations or obligations
      under this Agreement, the License Agreement or applicable law or its gross
      negligence or willful misconduct, in which case such cost shall be borne by
      the
      responsible Party. For purposes hereof, such cost shall be limited to
      reasonable, actual and documented costs incurred by the Parties for such recall,
      field alert, product withdrawal or field correction, and for the replacement
      of
      the Product to be recalled. In the event of a recall, Par shall provide to
      Alfacell copies of distribution records in its control and shall otherwise
      reasonably cooperate with Alfacell in respect of any such recall.




**8.5**  **Compliance
      with Laws.** Alfacell
      shall, and
      shall
      require the Third Party Manufacturer to, comply
      with all applicable present and future orders, regulations, requirements and
      laws of any and all Governmental Authorities, including all laws and regulations
      of such territories applicable to the transportation, storage, use, handling
      and
      disposal, of hazardous materials. Alfacell represents and warrants to Par that
      it has and will maintain during the Term all governmental permits (including
      health, safety and environmental permits) necessary for the conduct of the
      actions and procedures that it


10.





undertakes
      pursuant to this Agreement; *provided, however* ,
      that if
      Alfacell or the Third Party Manufacturer ceases to hold such permits, licenses,
      registrations and other forms of governmental authorizations, Alfacell or the
      Third Party Manufacturer shall have a reasonable time to regain compliance
      with
      the foregoing requirements so long as during such time Alfacell is able to
      supply Product to Par in accordance with this Agreement.




**8.6**  **Documentation.** For
      three (3) years after the termination of this Agreement, Alfacell shall keep
      complete, accurate and authentic accounts, notes, data and records of the work
      performed under this Agreement (including batch records), including by the
      Third
      Party Manufacturer. Each Party shall maintain complete and adequate records
      pertaining to the methods and facilities used for the Manufacture, processing,
      testing, packing, Labeling, holding and distribution, of the Product in
      accordance with all applicable domestic and foreign laws and regulations so
      that
      such Product may be used in humans.




**8.7**  **Samples.** Alfacell
      shall retain samples of Product for the period and in quantities agreed by
      the
      Parties in the Quality Agreement.




**9.**   **Representations
      and Warranties.**




**9.1**  **Product
      Warranty.** Alfacell
      represents and warrants that Product delivered hereunder will: (i) be
      Manufactured in accordance with all applicable Regulatory Approvals (to the
      extent applicable at the time of Manufacturing), relevant cGMPs and other
      applicable U.S. laws, rules and regulations, as then in effect;
      (ii) conform to the Product Specifications at the time of delivery; (iii)
      be capable of maintaining conformity to said Product Specifications and
      requirements when handled and stored in accordance with the Labeling until
      the
      applicable expiry date of such Product (assuming such expiry date is based
      upon
      the accurate shelf life for Product); and (iv) not be misbranded or adulterated
      under the law. WITHOUT LIMITING ALFACELL’S INDEMNIFICATION OBLIGATIONS UNDER
      SECTION 12.1 WITH RESPECT TO THIRD-PARTY CLAIMS AND EXPENSES ARISING OUT
      OF, OR RESULTING FROM, ALFACELL’S BREACH OF THE PRODUCT WARRANTY IN THIS SECTION
      9.1, EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY ALFACELL, ITS
      AFFILIATES OR ITS THIRD PARTY MANUFACTURER OR ANY OF THEIR RESPECTIVE EMPLOYEES
      OR AGENTS, ALFACELL’S EXCLUSIVE LIABILITY FOR ALFACELL’S SUPPLY OF DEFECTIVE
      PRODUCT SHALL BE REPLACEMENT OF SUCH PRODUCT OR CREDIT THEREFOR. THE
      WARRANTY SET FORTH IN THIS SECTION 9.1 IS VOID TO THE EXTENT PRODUCT FAILURE
      OR
      DEFICIENCIES ARE ATTRIBUTABLE TO AN ACT OR OMISSION OF PAR, ITS AFFILIATES,
      EMPLOYEES, AGENTS OR PERMITTED SUB-DISTRIBUTORS, OR ANY OF THEIR RESPECTIVE
      EMPLOYEES OR AGENTS.




**9.2**  **No
      Debarred or Disqualified Persons.** Alfacell
      and Par shall
      not, and Alfacell shall require that the Third Party Manufacturer not,
      employ, contract with or retain, any person, directly or indirectly, to perform
      any services under this Agreement if such person: (a) is under investigation
      by
      the FDA for debarment or is presently debarred by the FDA pursuant to 21 U.S.C.
      § 335a or its successor provisions, or (b) has a disqualification hearing
      pending or has been disqualified by the FDA pursuant to 21 C.F.R. § 312.70 or
      its


11.





successor
      provisions. In addition, Alfacell and Par each represents and warrants that
      it
      has not engaged in any conduct or activity which could lead to any of the
      above-mentioned disqualification or debarment actions. If, during the Term,
      Alfacell, Par or any person employed or retained by them, or employed or
      retained by the Third Party Manufacturer, to perform under this Agreement
      (i) comes under investigation by the FDA or other Governmental Authority
      for a debarment action or disqualification, (ii) is debarred or
      disqualified or (iii) engages in any conduct or activity that could lead to
      any of the above-mentioned disqualification or debarment actions, Alfacell
      or
      Par, as the case may be, shall immediately notify the other Party of
      same.




**9.3**  **Both
      Parties’ Representations and Warranties.** **** Each
      Party represents and warrants to the other that: (a) it is duly organized
      and validly existing under the laws of its jurisdiction of incorporation, and
      has full corporate or other power and authority to enter into this Agreement
      and
      to carry out the provisions hereof; (b) it is duly authorized to execute
      and deliver this Agreement and to perform its obligations hereunder, and the
      person or persons executing this Agreement on its behalf has been duly
      authorized to do so by all requisite corporate actions; (c) this Agreement
      is legally binding upon it, enforceable in accordance with its terms, and does
      not conflict with any agreement, instrument or understanding, oral or written,
      to which it is a party or by which it may be bound, nor violate any material
      law
      or regulation of any court, governmental body or administrative or other agency
      having jurisdiction over it; and (d) it will conduct all of its activities
      related to this Agreement in accordance with applicable laws, rules, regulations
      and guidelines, including in respect of the commercialization of
      Product.




**9.4**  **Limitation
      of Liability.** EXCEPT
      IN
      RESPECT OF (A) ANY CLAIM RELATED TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
      OF A PARTY OR, INTENTIONAL BREACH OF A REPRESENTATION, WARRANTY OR OBLIGATION
      BY
      A PARTY UNDER THIS AGREEMENT OR (B) ANY THIRD PARTY CLAIMS UNDER SECTION 12,
      NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR SPECIAL,
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE
      OR
      INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY SHALL
      BE
      ADVISED, SHALL HAVE OTHER REASON TO KNOW OR IN FACT SHALL KNOW OF THE
      POSSIBILITY OF THE FOREGOING.




**9.5** **Disclaimer.**EXCEPT THE EXPRESS WARRANTIES SET FORTH IN SECTION 9, ALFACELL MAKES
      NO
      WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY
      STATUTE OR OTHERWISE, AND ALFACELL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY
      OF QUALITY, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR
      PURPOSE OR WARRANTY OF NONINFRINGEMENT WITH RESPECT TO THE PRODUCT.




**10.**
            **Confidentiality**




**10.1**  **Confidential
      Information.** Each
      Party agrees to retain in strict confidence and not to disclose, divulge or
      otherwise communicate to any Third Party any Confidential


12.





Information
      of the other Party, whether received prior to or after the date hereof and
      further agrees not to use any such Confidential Information for any purpose,
      except pursuant to, and in order to carry out, the terms and objectives of
      this
      Agreement, except that each Party may disclose Confidential Information of
      the
      other Party to the officers, directors, employees, agents, accountants,
      attorneys, consultants, subcontractors or other representatives of the receiving
      Party or its Affiliates (the “ **Representatives** ”),
      who,
      in each case, (a) need to know such Confidential Information for purposes
      of the implementation and performance by the receiving Party of this Agreement
      and (b) will use the Confidential Information only for such limited
      purposes. Each Party hereby agrees to use at least the same standard of care
      in
      complying with its confidentiality obligations hereunder as it uses to protect
      its own Confidential Information of comparable sensitivity and to exercise
      reasonable precautions to prevent and restrain the unauthorized disclosure
      of
      such Confidential Information by any of its Representatives. Each Party warrants
      that each of its Representatives to whom any Confidential Information is
      revealed shall previously have been informed of the confidential nature of
      the
      Confidential Information and shall have agreed to maintain its confidentiality
      under terms no less restrictive than those set forth in this Article 10.
      Without limiting the generality of any of the foregoing, the Parties agree
      not
      to make any disclosure of Confidential Information that would be reasonably
      likely to impair the Parties’ ability to obtain U.S. or foreign patents on any
      patentable invention or discovery described or otherwise embodied in such
      Confidential Information. The Confidential Information of each Party includes
      information from Third Parties disclosed by one Party to this Agreement to
      the
      other Party to this Agreement.




**10.2**  **Authorized
      Disclosure.** Each
      Party may disclose Confidential Information belonging to the other Party to
      the
      extent such disclosure is reasonably necessary in the following
      instances:




**10.2.1**  regulatory
      filings for Product as contemplated by the License Agreement;




**10.2.2**  disclosure
      to the Third Party Manufacturer to enable it to perform under this Agreement; *provided* ,
      that
      the Third Party Manufacturer agrees to be bound by terms of confidentiality
      and
      non-use comparable in scope to those set forth in this Article 10;




**10.2.3**  prosecuting
      or defending litigation as permitted by the License Agreement ;




**10.2.4**  to
      the
      extent necessary to perform its obligations under this Agreement and/or the
      License Agreement; and




**10.2.5**  complying
      with applicable court orders or governmental regulations or inquiries, including
      the listing standard of any national or international securities exchange.




Notwithstanding
      the foregoing, in the event a Party is required to make a disclosure of the
      other Party’s Confidential Information pursuant to Section 10.2.2 or 10.2.3, it
      shall give, except


13.





where
      impracticable, reasonable advance notice to the other Party of such disclosure
      and use efforts to secure confidential treatment of such information at least
      as
      diligent as such Party would use to protect its own confidential information,
      but in no event less than reasonable efforts. In any event, the Parties agree
      to
      take all reasonable actions to avoid disclosure of Confidential Information
      hereunder. The Parties shall consult with each other on the provisions of this
      Agreement to be redacted in any filings made by the Parties with any regulatory
      authority (such as the Securities and Exchange Commission) or as otherwise
      required by law.




**11.**
            **Term
                and Termination**




**11.1**  **Term.** The term
      of this Agreement (the “ **Term** ”)
      shall
      commence on the effective date of the License Agreement (the “ **Effective
      Date** ”)
      and
      shall end upon the expiration or
      termination of the License Agreement (or upon earlier termination of this
      Agreement, if such termination occurs before the expiration or termination
      of
      the License Agreement).




**11.2**  **Termination
      for Uncured Material Breach.** Each
      Party shall have the right to terminate this Agreement, upon written notice
      to
      the other as a result of a material breach of this Agreement by the other Party
      that is not cured by the breaching Party within sixty (60) days (twenty (20)
      business days in the event of an undisputed payment default) following written
      notice of such breach by the non-breaching Party.




**11.3**  Effect
      of
      Expiration or Termination; Surviving Obligations.




**11.3.1**  **Effect
      of Termination.** Upon the
      expiration of the Term or the earlier termination of this Agreement pursuant
      to
      Section 11.1 or 11.2, all rights and obligations of the Parties under this
      Agreement shall terminate, except as provided in this Section 11.3.




**11.3.2**  **Surviving
      Obligations.** Expiration or termination of this Agreement shall not relieve the Parties of
      any
      obligation accruing prior to such expiration or termination. For a twenty-four
      (24)-month period following the termination or expiration of this Agreement,
      Alfacell’s obligations under Sections 8.1, 8.3, 8.4 and 8.6 shall remain in full
      force and effect. Except as set forth below or elsewhere in this Agreement,
      the
      obligations and rights of the Parties under the following provisions of this
      Agreement shall survive expiration or termination of this
      Agreement:




Section 1
      – Definitions


Section 4.5
      – Financial Audit


Section 10
      – Confidentiality


Section 11.3
      – Effect of Expiration or Termination; Surviving Obligations


Section 12
      – Indemnification


Section
      13 – Dispute Resolution


Section 14
      – General Provisions


14.





**12.**
            **Indemnification**




**12.1**  **Indemnification
      by Alfacell.**  Alfacell hereby
      agrees to defend, indemnify and hold harmless Par and its
      directors, officers and employees (each, a “ **Par
      Indemnitee** ”)
      from
      and against any and all claims, suits, actions, demands, liabilities, expenses
      and/or loss, including reasonable legal expense and attorneys’ fees
      (collectively, “ **Losses** ”),
      to
      which any Par Indemnitee may become subject as a result of any claim, demand,
      action or other proceeding by any Third Party to the extent such Losses arise
      directly or indirectly from (i) any material breach of this Agreement by
      Alfacell (including any material breach of any of its warranties hereunder),
      including any material breach of any warranty made by Alfacell on behalf of
      a
      Third Party Manufacturer; (ii) any mishandling of the Product by Alfacell or
      a
      Third Party Manufacturer before delivery of the Product to Par or (iii) the
      gross negligence or willful misconduct of Alfacell, Alfacell Indemnitee or
      any
      Third Party Manufacturer, except, in each case, to the extent such Losses are
      subject to indemnification pursuant to Section 12.2.




**12.2**  **Indemnification
      by Par.** Par
      hereby agrees to defend, indemnify and hold harmless Alfacell and its directors,
      officers and employees (each, an “ **Alfacell
      Indemnitee** ”)
      from
      and against any and all Losses to which any Alfacell Indemnitee may become
      subject as a result of any claim, demand, action or other proceeding by any
      Third Party to the extent such Losses arise directly or indirectly from (i)
      any
      material breach of this Agreement by Par (including any material breach of
      any
      of its warranties hereunder), including any material breach by a permitted
      Sub–distributor of any obligation of Par hereunder, (ii) any mishandling of
      the Product by Par or any act or omission of Par that causes the Product not
      to
      meet the Product warranties set forth herein after delivery to Par or
      (iii) the gross negligence or willful misconduct of Par or a Par
      Indemnitee, except, in each case, to the extent such Losses are subject to
      indemnification pursuant to Section 12.1.




**12.3**  **Notice
      and Procedures** .
      If an
      Alfacell Indemnitee or a Par Indemnitee (the “ **Indemnitee** ”)
      intends to claim indemnification under this Article 12, it shall promptly
      notify the other Party (the “ **Indemnitor** ”)
      in
      writing of any such alleged Losses promptly after it becomes aware of the basis
      for such indemnification. The Indemnitor shall have the right to control the
      defense thereof with counsel of its choice; *provided,
      however,* that
      such counsel is reasonably acceptable to Indemnitee; and, *provided,
      further* ,
      that
      any Indemnitee shall have the right to retain its own counsel at its own
      expense, for any reason, including if representation of any Indemnitee by the
      counsel retained by the Indemnitor would be inappropriate due to actual or
      potential differing interests between such Indemnitee and any other Party
      reasonably represented by such counsel in such proceeding. The Indemnitee,
      its
      employees and agents, shall reasonably cooperate with the Indemnitor and its
      legal representatives in the investigation of any Losses covered by this
      Article 12. The obligations of this Section 12.3 shall not apply to
      amounts paid in settlement of any claim, demand, action or other proceeding
      if
      such settlement is effected without the consent of the Indemnitor, which consent
      shall not be withheld, conditioned or delayed unreasonably. The failure to
      deliver prompt written notice to the Indemnitor shall relieve the Indemnitor
      of
      any obligation to the Indemnitee of liability under this Section 12.3 to
      the extent it is prejudiced thereby. It is understood that only Alfacell or
      Par
      may claim indemnity under this Article 12


15.





(on
      its
      own behalf or on behalf of its Indemnitees), and other Indemnitees may not
      directly claim indemnity hereunder.




**12.4**  **Insurance.** Alfacell
      shall require that the Third Party Manufacturer maintain, at its own expense,
      general liability coverage appropriate to its activities with reputable and
      financially secure insurance carriers to cover its activities related to this
      Agreement. In addition, such insurance coverage shall include product liability
      coverage in an amount not less than that commensurate with industry standards
      for similar products, to be in place prior to the Initial Commercial Sale and
      for the remainder of the Term. The Third Party Manufacturer shall provide a
      certificate of insurance (or evidence of self-insurance) evidencing such
      coverage to the other Party upon request. In addition, Alfacell shall have
      and
      maintain, at its own expense, general liability insurance coverage for the
      manufacture, supply, use and sale of the Product as is reasonable, normal and
      customary in the pharmaceutical industry generally and otherwise consistent
      with
      Article XII of the License Agreement.




**13.**
            **Dispute
                Resolution**




**13.1**  **Disputes.** The
      Parties recognize that a bona  fide dispute
      as to certain matters may, from time to time, arise during the Term that relates
      to a Party’s rights and/or obligations hereunder. In the event of the occurrence
      of such a dispute, either Party may, by written notice to the other Party,
      have
      such dispute referred to the respective officers designated below, or their
      successors, for attempted resolution by good faith negotiation within thirty
      (30) days after such notice is received. Such designated officers are as
      follows:


For
                  Alfacell:
              Kuslima
                  Shogen, CEOFor
                  Par:
              John
                  MacPhee, President, Strativa Pharmaceuticals (a division of
                Par
                  Pharmaceutical, Inc.)




In
      the
      event that the designated officers are not able to resolve the dispute within
      such thirty (30)-day period, or such other period of time as the Parties
      may mutually agree to in writing, the Parties shall attempt in good faith to
      resolve such dispute in a voluntary, amicable and expeditious manner
      through  non-binding mediation in
      New
      York, New York under the International Institute for Conflict Prevention and
      Resolution Mediation Procedure then currently in effect. Unless the Parties
      agree otherwise, the mediator will be selected from the JAMS panel of
      neutrals **** and
      each Party shall bear its own costs. **** If the
      dispute is not resolved within sixty (60) days from a Party’s written request
      for mediation, there is no further obligation to mediate.  If the
      Parties are unable to resolve any dispute through mediation as  set
      forth in this Section 13.1, each Party shall have the right to pursue any
      and all remedies available at law or in equity.




**14.**
            **General
                Provisions**




**14.1**  **Governing
      Law; Waiver of Jury Trial** . This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York without reference to any rules of conflicts of laws.
      The
      Parties hereby consent to the exclusive jurisdiction of the Federal and State
      courts of New York and hereby waive any objection to venue or forum laid
      therein. The Parties hereby agree that service of process by certified mail,
      return receipt


16.





requested,
      shall constitute personal service for all purposes hereof. The Parties expressly
      reject the application of the United Nations Convention on Contracts for the
      International Sale of Goods and all implementing legislation thereunder. EACH
      PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
      BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
      BROUGHT BY ANY PARTY AGAINST THE OTHER, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
      TORT CLAIMS OR OTHERWISE. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.




**14.2**  **Entire
      Agreement; Modification** .
      This
      Agreement, together with the Exhibits attached hereto and incorporated herein,
      constitutes the entire understanding and agreement of the Parties with respect
      to the subject matter hereof and cancels and supersedes any and all prior
      negotiations, correspondence, understandings and agreements, whether verbal
      or
      written, between the Parties with respect to the subject matter hereof. No
      modification or amendment of any provision of this Agreement shall be valid
      or
      effective unless made in writing and signed by a duly authorized officer of
      each
      Party.




**14.3**  **Independent
      Contractors** .
      In
      making and performing this Agreement, Par and Alfacell act and shall act at
      all
      times as independent contractors and nothing contained in this Agreement shall
      be construed or implied to create an agency, partnership, joint venture or
      employer and employee relationship between Alfacell and Par. Neither Party
      is a
      legal representative of the other Party and at no time shall one Party make
      commitments, create any obligations or incur any charges or expenses for or
      in
      the name of the other Party.




**14.4**  **Severability;
      Waiver** .
      If
      one (1) or more of the provisions of this Agreement are held by any court
      or authority having jurisdiction over this Agreement or either of the Parties
      to
      be invalid, illegal or unenforceable, such provision or provisions shall be
      validly reformed to as nearly as possible approximate the intent of the Parties
      and, if unreformable, shall be divisible and deleted in such jurisdiction;
      elsewhere, this Agreement shall not be affected so long as the Parties are
      still
      able to realize the principal benefits bargained for in this Agreement. The
      failure of a Party to insist upon strict performance of any provision of this
      Agreement or to exercise any right arising out of this Agreement shall neither
      impair that provision or right nor constitute a waiver of that provision or
      right, in whole or in part, in that instance or in any other instance. Any
      waiver by a Party of a particular provision or right shall be in writing, shall
      be as to a particular matter and, if applicable, for a particular period of
      time
      and shall be signed by such Party.




**14.5**  **Assignment** .
      This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their successors and permitted assigns; *provided,
      however,* that
      neither Party shall assign any of its rights and obligations hereunder without
      the prior written consent of the other Party except to an Affiliate or as
      incident to the merger, consolidation, reorganization or acquisition of stock
      or
      assets affecting substantially all of the assets or actual voting control of
      the
      assigning Party. Any assignment or attempted assignment by either Party in
      violation of the terms of this Section 14.5 shall be null and void. In the
      event


17.





of
      a
      Change of Control of Par or Alfacell, the surviving entity shall promptly
      confirm to Alfacell or Par, as applicable, in writing its obligation to abide
      by
      the terms and conditions of this Agreement, and shall meet with Alfacell or
      Par,
      as applicable, within thirty (30) days of such Change of Control to discuss
      and
      review continued performance under this Agreement.




**14.6**  **No
      Third Party Beneficiaries.** This
      Agreement is neither expressly nor impliedly made for the benefit of any party
      other than those executing it other than as expressly provided in
      Section 12.




**14.7**  **Notices** .
      Any
      notices given under this Agreement shall be in writing, addressed to the Parties
      at the following addresses, and delivered by person, by facsimile followed
      by
      U.S. Mail, return receipt requested, or by FedEx or other reputable national
      courier service. Unless specified otherwise herein, any such notice shall be
      deemed to have been given as of the day of personal delivery, one (1)
      business day after the date sent by facsimile service or on the day of delivery
      to the other Party confirmed by the courier service.




In
                the case of Alfacell:
            Alfacell
                Corporation
              300
                Atrium Drive
              Somerset,
                NJ 08873
              Attn:
                Chief Executive Officer
              Fax:
                (732) 652-4575with
                a copy (which shall not
              constitute
                notice) to:
            Heller
                Ehrman LLP
              Times
                Square Tower
              7
                Times Square
              New
                York, New York 10036
              Attn:
                Kevin T. Collins, Esq.
              Fax:
                (212) 763-7600In
                the case of Par:
            Par
                Pharmaceutical, Inc.
              300
                Tice Boulevard
              Woodcliff
                Lake, NJ 07677
              Attn:
                General Counsel’s Office
              Fax:
                (201) 802-4223with
                a copy(which
                shall not
              constitute
                notice)to:
            Orrick,
                Herrington & Sutcliffe LLP
              666
                Fifth Avenue
              New
                York, NY 10103-0001
              Attn:
                R. King Milling, Jr., Esq.
              Fax:
                (212) 506-5151




Either
      Party may change its address for communications by a notice to the other Party
      in accordance with this Section 14.7.


18.





**14.8**  **Interpretation.**




**14.8.1**  **Captions
      & Headings.** The
      captions and headings of clauses contained in this Agreement preceding the
      text
      of the articles, sections, subsections and paragraphs hereof are inserted solely
      for convenience and ease of reference only and shall not constitute any part
      of
      this Agreement, or have any effect on its interpretation or
      construction.




**14.8.2**  **Singular
      & Plural.** All
      references in this Agreement to the singular shall include the plural where
      applicable, and all references to gender shall include both genders and the
      neuter.




**14.8.3**  **Articles,
      Sections & Subsections.** Unless
      otherwise specified, references in this Agreement to any article shall include
      all sections, subsections, and paragraphs in such article; references in this
      Agreement to any section shall include all subsections and paragraphs in such
      sections; and references in this Agreement to any subsection shall include
      all
      paragraphs in such subsection.




**14.8.4**  **Days.** All
      references to days in this Agreement shall mean calendar days, unless otherwise
      specified.




**14.8.5**  **Ambiguities.** Ambiguities
      and uncertainties in this Agreement, if any, shall not be interpreted against
      either Party, irrespective of which Party may be deemed to have caused the
      ambiguity or uncertainty to exist.




**14.8.6**  **English
      Language.** This
      Agreement has been prepared in the English language and the English language
      shall control its interpretation. In addition, all notices required or permitted
      to be given hereunder, and all written, electronic, oral or other communications
      between the Parties regarding this Agreement, shall be in the English
      language.




**14.8.7**  **Miscellaneous.** Unless
      the context of this Agreement otherwise requires, (a) the terms “hereof,”
“herein,” “hereby” and other similar words refer to this entire Agreement; (b)
      the terms “include,” “includes” or “including” shall be deemed to be followed by
      the words “without limitation”; (c) the terms “US,” “U.S.,” “USA” and “United
      States” refer to the United States of America and (d) references in this
      Agreement to “Dollars” or “$” shall mean the legal tender of the
      US.




**14.9**  **Currency** .
      All
      monetary amounts referenced in this agreement shall be denominated in United
      States dollars or other legal currency of the United States.




**14.10**  **Counterparts.** This
      Agreement may be executed in two (2) or more counterparts, each of which
      shall be an original and all of which shall constitute together the same
      document. Counterparts may be signed and delivered by facsimile, each of which
      shall be binding when sent.




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      of this page intentionally left blank]**


19.





IN
      WITNESS WHEREOF, the Parties hereto have caused this Supply Agreement to be
      executed by their duly authorized representatives as of the Effective
      Date.




ALFACELL
                CORPORATIONBy:Name:Title:PAR
                PHARMACEUTICAL, INC.By:Name:Title:




















**EXHIBIT
      A**





**PRODUCT
      SPECIFICATIONS**