EXHIBIT 10.18.11

                              ELEVENTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------


           ELEVENTH AMENDMENT, dated as of March 29, 2002 (this "AMENDMENT"), to
the Loan and Security Agreement referred to below by and among GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation ("LENDER"), PAR PHARMACEUTICAL,
INC., a New Jersey corporation ("BORROWER"), PHARMACEUTICAL RESOURCES, INC., a
New Jersey corporation ("PARENT"), and the other Credit Parties signatory
thereto.

                               W I T N E S S E T H

           WHEREAS, Lender, Borrower and Credit Parties are parties to that
certain Loan and Security Agreement, dated as of December 15, 1996 (as amended,
supplemented or otherwise modified prior to the date hereof, the "LOAN
AGREEMENT"); and

           WHEREAS, Lender, Borrower and Credit Parties have agreed to amend the
Loan Agreement in the manner, and on the terms and conditions, provided for
herein.

           NOW THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties to this Amendment hereby agree as follows:

           1. DEFINITIONS. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Loan Agreement.

           2. AMENDMENT TO RECITALS TO LOAN AGREEMENT. Recital A of the Loan
Agreement is hereby deleted in its entirety as of the Amendment Effective Date
(as hereinafter defined in Section 21 hereof).

           3. AMENDMENT TO SECTION 1.2 OF THE LOAN AGREEMENT. As of the
Amendment Effective Date, SECTION 1.2(c) of the Loan Agreement is hereby amended
by deleting such Section in its entirety and inserting in lieu thereof the
following new SECTION 1.2(c) to read as follows:

           "(c) Immediately upon receipt by Parent, Borrower or any other Credit
           Party of proceeds of any asset disposition (including insurance and
           condemnation proceeds, but excluding proceeds of the sale of
           Inventory in the ordinary course of business), Borrower shall prepay
           Revolving Credit Advances in an amount equal to all such proceeds,
           net of (A) commissions and other reasonable and customary transaction
           costs, fees and expenses properly attributable to such transaction
           and payable by the Credit Parties in connection therewith (in each
           case, paid to non-Affiliates), (B) transfer taxes, and (C) amounts
           payable to holders of senior Liens (to the extent such Liens
           constitute Permitted Encumbrances hereunder), if any. If Parent,
           Borrower or any other Credit Party issues Stock or any debt
           securities, no later than the Business Day following the date of

<PAGE>

           receipt of the proceeds thereof, Borrower shall prepay Revolving
           Credit Advances in an amount equal to all such proceeds (other than
           any proceeds from the issuance of common stock of Parent used to
           finance the ISP Acquisition), net of underwriting discounts and
           commissions and other reasonable costs paid to non-Affiliates in
           connection therewith. Any Revolving Credit Advances prepaid under
           this Section 1.2(c) may, subject to the provisions hereof, be
           reborrowed."

           4. AMENDMENT TO SECTION 1.3 OF THE LOAN AGREEMENT. As of the
Amendment Effective Date, SECTION 1.3 of the Loan Agreement is hereby amended by
deleting such Section in its entirety and inserting in lieu thereof the
following new SECTION 1.3 to read as follows:

           "1.3 USE OF PROCEEDS. Borrower shall use the proceeds of the
           Revolving Credit Loan, as applicable, to (a) pay certain fees and
           expenses relating to the transactions under the Loan Documents and
           for Borrower's working capital purposes, capital expenditures and
           general corporate purposes and (b) fund a portion of the ISP
           Acquisition as provided in Section 5(a)."

           5. AMENDMENT TO SECTION 3 OF THE LOAN AGREEMENT. As of the Amendment
Effective Date, SECTION 3 of the Loan Agreement is hereby amended by (a)
deleting the first sentence of SECTION 3.2 in its entirety and inserting in lieu
thereof the following new sentence to read as follows:

           "(a) The names of Borrower and each Guarantor executing this
           Agreement as they appear in the official filings in the states of
           each such entity's state of incorporation or organization, (b) the
           type of entity of Borrower or such Guarantor, (c) the organizational
           identification number issued by each of Borrower's or such
           Guarantor's state of incorporation or organization or a statement
           that no such number has been issued, (d) each of Borrower's or such
           Guarantor's state of organization or incorporation, and (e) the
           location of each of Borrower's or such Guarantor 's chief executive
           office, corporate offices, warehouses, other locations of Collateral
           and locations where records with respect to Collateral are kept
           (including in each case the county of such locations) are as set
           forth in DISCLOSURE SCHEDULE (3.2) and, except as set forth in such
           Disclosure Schedule, such locations have not changed during the
           preceding twelve months."

(b) amending and restating Section 3.8(b) in its entirety to read as follows:

           "(b) Borrower has no Subsidiaries other than Quad Pharmaceuticals,
           Ltd., an Indiana corporation, and Nutriceutical Resources, Inc., a
           New York corporation, and Borrower currently owns and shall at all
           times own 100% of the Stock of each of its Subsidiaries. Parent
           currently owns and shall at all times own 100% of the Stock of
           Borrower and each of its other Subsidiaries. Pharma and ParCare are
           inactive Subsidiaries of Parent, and NRI and Quad are inactive
           Subsidiaries of Borrower; and no such Subsidiary currently owns or,
           without giving thirty (30) days prior written notice to Lender, will


                                       2
<PAGE>

           own any property or assets or engage in any business or activity,
           have any employees or any Indebtedness, liability or obligation and
           no such Subsidiary is or, without giving prior written notice to
           Lender, will become a party to any transaction or bound by any
           agreement, instrument or other document (other than the Loan
           Documents). Research owns 99% of the partnership interests in IPR.

and (c) inserting the following new Sections at the end thereof to read as
follows:

           "3.27 AUTHORIZATION FOR LENDER TO FILE FINANCING STATEMENTS. Each of
           Borrower and any Guarantor executing this Agreement hereby
           irrevocably authorizes the Lender at any time and from time to time
           to file in any filing office in any Uniform Commercial Code
           jurisdiction any initial financing statements and amendments thereto
           that (a) indicate the Collateral (i) as all assets of Borrower or
           such Guarantor or words of similar effect, regardless of whether any
           particular asset comprised in the Collateral falls within the scope
           of Article 9 of the Code or such jurisdiction, or (ii) as being of an
           equal or lesser scope or with greater detail, and (b) contain any
           other information required by part 5 of Article 9 of the Code for the
           sufficiency or filing office acceptance of any financing statement or
           amendment, including (i) whether Borrower or such Guarantor is an
           organization, the type of organization and any organization
           identification number issued to Borrower or such Guarantor, and (ii)
           in the case of a financing statement filed as a fixture filing or
           indicating Collateral as as-extracted collateral or timber to be cut,
           a sufficient description of real property to which the Collateral
           relates. Borrower and each Guarantor agrees to furnish any such
           information to the Lender promptly upon request. Each of Borrower and
           any Guarantor executing this Agreement also ratifies its
           authorization for the Lender to have filed in any Uniform Commercial
           Code jurisdiction any initial financing statements or amendments
           thereto if filed prior to the date hereof.

           3.28 GOOD STANDING CERTIFICATES. Not less frequently than once during
           each calendar quarter, each of Borrower and each other Credit Party
           shall, unless Lender shall otherwise consent, provide to Lender a
           certificate of good standing from its state of incorporation or
           organization, PROVIDED, that such certificates of good standing will
           not be required to be delivered regarding Pharma, NRI, Quad and
           ParCare (each, an "INACTIVE SUBSIDIARY") so long as such Inactive
           Subsidiary does not (i) own any property or assets, (ii) engage in
           any business or activity, (iii) have any employees or any
           Indebtedness, liability or obligation (other than under any Loan
           Document), or (iv) become party to any transaction or bound by any
           agreement, instrument or other documents (other than any Loan
           Documents)."

           6. AMENDMENT TO SECTION 4.1 OF THE LOAN AGREEMENT. As of the
Amendment Effective Date, SECTION 4.1(b) of the Loan Agreement is hereby amended
by deleting such Section in its entirety and inserting in lieu thereof the


                                       3
<PAGE>

following new Section 4.1(b) to read as follows:

           "(b) as frequently as Lender may request and in any event no later
           than 15 days following the end of each Fiscal Month, a Borrowing Base
           Certificate in the form of EXHIBIT C as of the last day of the
           previous Fiscal Month detailing ineligible Accounts and Inventory for
           adjustment to the Borrowing Base, PROVIDED, that if the aggregate
           amount of outstanding Revolving Credit Advances equals or exceeds
           $20,000,000, Borrower shall also provide to Lender (based on
           Borrower's reasonable estimate and current estimates) no later than
           the last day of each month such a Borrowing Base Certificate as of
           the fifteenth day of such month;"

           7. AMENDMENT TO SECTION 5 OF THE LOAN AGREEMENT. As of the Amendment
Effective Date, SECTION 5 of the Loan Agreement is hereby amended by (a)
deleting SECTION 5(a) in its entirety and inserting in lieu thereof the
following new SECTION 5(a) to read as follows:

           "(a) merge with, consolidate with, acquire all or substantially all
of the assets or capital stock of, or otherwise combine with, any Person or
business or form any Subsidiary. Notwithstanding the foregoing, Parent may
consummate the ISP Acquisition on or prior to September 30, 2002 subject to the
satisfaction of each of the following conditions:

              (i)    the aggregate purchase price for the ISP Acquisition shall
                     not exceed $112.0 million (including any post-closing
                     adjustment to the purchase price), and costs and expenses
                     incurred by the Credit Parties in connection with the ISP
                     Acquisition shall not exceed $4.0 million (excluding
                     underwriting commissions incurred in connection with the
                     issuance by the Parent of its common stock, which will not
                     exceed 4.5% of the gross proceeds from any such common
                     stock);

              (ii)   the ISP Acquisition shall be financed with (a) no less than
                     $90.0 million of a combination of internally generated cash
                     and/or proceeds from the issuance of common stock of
                     Parent, and (b) the balance from the proceeds of Revolving
                     Credit Advances;

              (iii)  at the time of the ISP Acquisition and after giving effect
                     thereto, Borrower shall have Excess Borrowing Availability
                     of not less than $2,000,000 (on a pro forma basis, with
                     trade payables being paid in the ordinary course of
                     business and without acceleration of sales);

              (iv)   no additional Indebtedness, Guaranteed Indebtedness,
                     contingent obligations or other liabilities shall be
                     incurred, assumed or otherwise be reflected on a
                     consolidated balance sheet of Parent immediately after


                                       4
<PAGE>

                     giving effect to the ISP Acquisition, except (A) Revolving
                     Credit Advances made hereunder and (B) the "Assumed
                     Liabilities" (as defined in the ISP Acquisition Agreement)
                     and liabilities of ISP Israel permitted under Section
                     3.03(c) of the ISP Acquisition Agreement;

              (v)    the business and assets acquired in the ISP Acquisition
                     shall be free and clear of all Liens (other than Permitted
                     Encumbrances), and Lender shall have received either (A)
                     appropriate, duly executed UCC-3 termination statements and
                     other lien release documentation in form and substance
                     satisfactory to Lender or (B) evidence of the completion of
                     all recordings and filings (including UCC-3 termination
                     statements and other Lien release documentation) as may be
                     necessary or, in the opinion of and at the request of
                     Lender, reasonably desirable to perfect Lender's Lien on
                     the Collateral;

              (vi)   at or prior to the closing of the ISP Acquisition, Lender
                     will be granted a first priority perfected Lien (subject to
                     Permitted Encumbrances) in all assets (other than real
                     property) acquired pursuant to the ISP Acquisition
                     (provided that the pledge of the Stock of ISP Israel will
                     be limited to 66 1/3 % of the capital stock of ISP Israel,
                     and no pledge of any assets of ISP Israel will be
                     required), and the Credit Parties shall have executed such
                     documents and taken such actions as may be required by
                     Lender in connection therewith including those specified in
                     the last sentence of Section 3.6;

              (vii)  on or prior to the date of the ISP Acquisition, Lender
                     shall have received from the Credit Parties supplements to
                     the Disclosure Schedules attached hereto, or such
                     Disclosure Schedules updated, to reflect any change thereto
                     as a result of the ISP Acquisition and, without limiting
                     any other provision hereof, any change to any Disclosure
                     Schedule hereof as a result of the ISP Acquisition shall be
                     acceptable to the Lender in its sole discretion;

              (viii) on or prior to the date of the ISP Acquisition, Lender
                     shall have received, in form and substance reasonably
                     satisfactory to Lender, copies of the ISP Acquisition
                     Documents, certified by the Parent as being true, correct
                     and complete copies thereof, and Lender shall have
                     completed all legal due diligence with respect to the ISP
                     Acquisition with results satisfactory to Lender;

              (ix)   at the time of the ISP Acquisition, Lender shall have
                     received a legal opinion of counsel to the Credit Parties
                     with respect to the ISP Acquisition and the documents


                                       5
<PAGE>

                     executed and delivered in connection therewith, in form and
                     substance satisfactory to Lender; and

              (x)    at the time of the ISP Acquisition and after giving effect
                     thereto, no Default or Event of Default shall have occurred
                     and be continuing.

           Notwithstanding the foregoing, the Accounts and Inventory of the ISP
           Group purchased in the ISP Acquisition shall not be included in
           Eligible Accounts and Eligible Inventory without the prior written
           consent of Lender."

(b) deleting SECTION 5(b) in its entirety and inserting in lieu thereof the
following new SECTION 5(b) to read as follows:

           "(b) except as otherwise permitted in this Section 5 below, make any
           investment (including any investment in or advance to any other
           Person for research and development) in, or make or accrue loans or
           advances of money to, any Person, other than (i) investments for
           research and development in Persons which are not Credit Parties
           which, together with the aggregate amount of research and development
           expenses of the Credit Parties, do not in the aggregate exceed (A)
           $10,250,000 for the Fiscal Year ending December 31, 2001, (B)
           $22,500,000 for the Fiscal Year ending December 31, 2002, (C)
           $19,500,000 for the Fiscal Year ending December 31, 2003 and (D)
           $21,000,000 for the Fiscal Year ending December 31, 2004; (ii)
           investments for working capital and general corporate purposes in the
           form of intercompany loans or capital contributions from any Credit
           Party to any other Credit Party (except Parent), PROVIDED that (A)
           each Credit Party shall record all intercompany transactions on its
           books and records in a manner satisfactory to Lender, (B) no Default
           or Event of Default would occur and be continuing after giving effect
           to any such proposed intercompany loan or capital contribution, and
           (C) the aggregate amount outstanding at any time of all such
           intercompany loans and capital contributions made by any Credit Party
           to another Credit Party other than Parent shall not exceed $5,000,000
           in any Fiscal Year (less any dividends under Section 5(l)(iv) below
           made in such Fiscal Year); and (iii) an investment in the form of an
           intercompany loan by Borrower to Parent for the purpose of funding a
           portion of the purchase price of the ISP Acquisition and related
           costs and expenses, PROVIDED that (A) each of Borrower and Parent
           shall record all intercompany transactions on its books and records
           in a manner satisfactory to Lender, (B) no Default or Event of
           Default would occur and be continuing after giving effect to any such
           proposed intercompany loan or capital contribution, and (C) the
           aggregate amount outstanding at any time of such intercompany loans
           shall not exceed $28,000,000;"

(c) deleting SECTION 5(c) in its entirety and inserting in lieu thereof the
following new SECTION 5(c) to read as follows:



                                       6
<PAGE>

           "(c) create, incur, assume or permit to exist any Indebtedness,
           except: (i) the Obligations; (ii) Indebtedness other than the
           Obligations in an aggregate outstanding amount not exceeding
           $500,000; (iii) deferred taxes; (iv) other Indebtedness set forth in
           DISCLOSURE SCHEDULE (5(c)), (v) Indebtedness of Borrower secured by
           Borrower's real property (including any such Indebtedness secured by
           Borrower's real property set forth as DISCLOSURE SCHEDULE (5(c))),
           (vi) Indebtedness represented by Capital Lease Obligations; (vii)
           intercompany loans as permitted by Sections 5(b)(ii) and 5(b)(iii);
           and (viii) Indebtedness incurred by Parent in connection with funding
           a portion of the purchase price of the ISP Acquisition and related
           costs and expenses, in an amount not to exceed $28,000,000; PROVIDED,
           HOWEVER, that the aggregate amount of Indebtedness incurred by
           Borrower outstanding under clauses (v) and (vi) of this Section 5(c)
           shall not exceed $10,000,000;"

(d) deleting SECTION 5(d) in its entirety and inserting in lieu thereof the
following new SECTION 5(d) to read as follows:

           "(d) enter into any lending, borrowing or other commercial
           transaction with any of its employees, directors, Affiliates or any
           other Credit Party (including upstreaming and downstreaming of cash
           and intercompany advances, and payments by a Credit Party on behalf
           of another Credit Party which are not otherwise permitted hereunder)
           other than (i) loans to employees in the ordinary course of business
           in an aggregate outstanding amount not exceeding $50,000, (ii) those
           transactions contemplated under the Merck Equity Documents and (iii)
           indebtedness consisting of intercompany loans permitted under clause
           (ii) of Section 5(b);"

(e) amending SECTION 5(i) by (i) deleting the word "and" where it appears
immediately prior to clause (vi) and (ii) inserting the following new clauses
(vii) and (viii) at the end of such Section 5(i) to read as follows:

           ", (vii) transfer by Parent of any assets acquired pursuant to the
           ISP Acquisition to any of its wholly owned, domestic Subsidiaries,
           PROVIDED, that (A) Parent provides Lender at least ten (10) Business
           Days' advance written notice of such asset transfer and (B) the
           Credit Parties have provided any such documents or taken any such
           actions as may be required by Lender to continue the perfection of
           Lender's Liens on such transferred assets, and (viii) the sale of
           other assets or properties having a book value not to exceed $250,000
           in the aggregate."

(f) deleting SECTION 5(l) in its entirety and inserting in lieu thereof the
following new SECTION 5(l) to read as follows:



                                       7
<PAGE>

           "(l) make or permit any Restricted Payment, except (i) intercompany
           loans from and capital contributions to the extent permitted by
           clause (ii) or (iii) of Section 5(b) above, (ii) employee loans
           permitted under Section 5(d) above, (iii) dividends by Subsidiaries
           of Parent (other than Borrower) paid to Parent, (iv) dividends by
           Borrower paid to Parent in an amount not to exceed $5,000,000 in any
           Fiscal Year, PROVIDED that no Default or Event of Default would occur
           and be continuing after giving effect to any such proposed dividend,
           and (v) prior to the earlier of March 1, 2003 and the consummation of
           the ISP Acquisition, repurchase by Parent of its common Stock in an
           amount not to exceed $30,000,000 in the aggregate, PROVIDED that (A)
           no Default or Event of Default shall have occurred or be continuing
           either before or after giving effect to any repurchase of common
           Stock, (B) no proceeds of the Revolving Credit Loan are used for such
           repurchase of common Stock, and (C) the Revolving Credit Loan balance
           is zero ($0);"

and (g) inserting the following new subsections at the end thereof to read as
follows:

           "(n) without limiting the prohibitions on mergers involving Borrower
           or any Guarantor contained in the Loan Agreement, neither Borrower
           nor any Guarantor shall reincorporate or reorganize itself under the
           laws of any jurisdiction other than the jurisdiction in which it is
           incorporated or organized as of the date hereof without the prior
           written consent of the Lender; or

           (o) each of Borrower and any Guarantor executing this Agreement
           acknowledges that it is not authorized to file any financing
           statement or amendment or termination statement with respect to any
           financing statement without the prior written consent of Lender and
           agrees that it will not do so without the prior written consent of
           Lender, subject to Borrower's or such Guarantor's rights under
           Section 9-509(d)(2) of the Code."

           8. AMENDMENT TO SECTION 6 OF THE LOAN AGREEMENT. As of the Amendment
Effective Date, SECTION 6 of the Loan Agreement is amended by: (a) amending and
restating SECTION 6.1(a) in its entirety to read as follows:

           "(a) As collateral security for the prompt and complete payment and
           performance of the Obligations, Borrower and each Guarantor executing
           this Agreement hereby grants to the Lender a security interest in and
           Lien upon all of its property and assets, whether real or personal,
           tangible or intangible, and whether now owned or hereafter acquired,
           or in which it now has or at any time in the future may acquire any
           right, title, or interest, including all of the following property in
           which it now has or at any time in the future may acquire any right,
           title or interest: all Accounts; all Deposit Accounts, other bank
           accounts and all funds on deposit therein; all money, cash and cash
           equivalents; all Investment Property; all Stock; all Goods (including


                                       8
<PAGE>

           Inventory, Equipment and Fixtures); all Chattel Paper, Documents and
           Instruments; all Books and Records; all General Intangibles
           (including all Intellectual Property, contract rights, choses in
           action, Payment Intangibles and Software); all Letter-of-Credit
           Rights; all Supporting Obligations; and to the extent not otherwise
           included, all Proceeds, tort claims, insurance claims and other
           rights to payment not otherwise included in the foregoing and
           products of all and any of the foregoing and all accessions to,
           substitutions and replacements for, and rents and profits of, each of
           the foregoing, but excluding in all events Hazardous Waste (all of
           the foregoing, together with any other collateral pledged to the
           Lender pursuant to any other Loan Document, collectively, the
           "COLLATERAL")."

(b) inserting the following sentence at the end of SECTION 6.1(b) to read as
follows:

           "Borrower and each Guarantor executing this Agreement shall promptly,
           and in any event within two (2) Business Days after the same is
           acquired by it, notify Lender of any commercial tort claim (as
           defined in the Code) acquired by it and unless otherwise consented by
           Lender, Borrower or such Guarantor shall enter into a supplement to
           this Loan Agreement granting to Lender a Lien in such commercial tort
           claim."

and (c) deleting the last sentence of Section 6.3 in its entirety and inserting
the following new sentences in lieu thereof to read as follows:

           "Borrower and any Guarantor executing this Agreement also hereby (i)
           authorizes Lender to file any financing statements, continuation
           statements or amendments thereto that (x) indicate the Collateral (1)
           as all assets of Borrower or such Guarantor (or any portion of
           Borrower's or such Guarantor's assets) or words of similar effect,
           regardless of whether any particular asset comprised in the
           Collateral falls within the scope of Article 9 of the Code of such
           jurisdiction, or (2) as being of an equal or lesser scope or with
           greater detail, and (y) contain any other information required by
           Part 5 of Article 9 of the Code for the sufficiency or filing office
           acceptance of any financing statement, continuation statement or
           amendment and (ii) ratifies its authorization for Lender to have
           filed any initial financial statements, or amendments thereto if
           filed prior to the date hereof. Borrower and each Guarantor executing
           this Agreement acknowledges that it is not authorized to file any
           financing statement or amendment or termination statement with
           respect to any financing statement without the prior written consent
           of Lender and agrees that it will not do so without the prior written
           consent of Lender, subject to such Credit Party's rights under
           Section 9-509(d)(2) of the Code."



                                       9
<PAGE>

           9. AMENDMENT TO SECTION 8 OF THE LOAN AGREEMENT. As of the Amendment
Effective Date, SECTION 8 of the Loan Agreement is amended by: (a) amending and
restating SECTIONS 8.1(e) to (g) in their entirety to read as follows:

           "(e) there shall be commenced against Borrower or any other Credit
           Party any Litigation seeking issuance of a warrant of attachment,
           execution, distraint or similar process against all or any
           substantial part of its assets which results in the entry of an order
           for any such relief which remains unstayed or undismissed for sixty
           (60) consecutive days; or Borrower or any other Credit Party shall
           have concealed, removed or permitted to be concealed or removed, any
           part of its property with intent to hinder, delay or defraud its
           creditors or any of them or made or suffered a transfer of any of its
           property or the incurring of an obligation which may be fraudulent
           under any applicable bankruptcy, fraudulent transfer or other similar
           law; or

           (f) a case or proceeding shall have been commenced involuntarily
           against Borrower or any other Credit Party in a court having
           competent jurisdiction seeking a decree or order: (i) under the
           United States Bankruptcy Code or any other applicable Federal, state
           or foreign bankruptcy or other similar law, and seeking either (x)
           the appointment of a custodian, receiver, liquidator, assignee,
           trustee or sequestrator (or similar official) for such Person or of
           any substantial part of its properties, or (y) the reorganization or
           winding up or liquidation of the affairs of any such Person, and such
           case or proceeding shall remain undismissed or unstayed for sixty
           (60) consecutive days or such court shall enter a decree or order
           granting the relief sought in such case or proceeding; or (ii)
           invalidating or denying any Person's right, power, or competence to
           enter into or perform any of its obligations under any Loan Document
           or invalidating or denying the validity or enforceability of this
           Agreement or any other Loan Document or any action taken hereunder or
           thereunder; or

           (g) Borrower or any other Credit Party shall (i) commence any case,
           proceeding or other action under any existing or future law of any
           jurisdiction, domestic or foreign, relating to bankruptcy,
           insolvency, reorganization, conservatorship or relief of debtors,
           seeking to have an order for relief entered with respect to it or
           seeking appointment of a custodian, receiver, liquidator, assignee,
           trustee or sequestrator (or similar official) for it or any
           substantial part of its properties, (ii) make a general assignment
           for the benefit of creditors, (iii) consent to or take any action in
           furtherance of, or, indicating its consent to, approval of, or
           acquiescence in, any of the acts set forth in paragraphs (e) or (f)
           of this Section 8.1 or clauses (i) and (ii) of this paragraph (g), or
           (iv) shall admit in writing its inability to, or shall be generally
           unable to, pay its debts as such debts become due; or"

and (b) inserting the following new subsection at the end thereof to read as
follows:


                                       10
<PAGE>


           "(k) an ERISA Event shall have occurred and be continuing that, in
           the opinion of the Lender, when taken together with all other ERISA
           Events that shall have occurred and are then continuing, would
           reasonably be expected to result in liability of any Credit Party in
           an aggregate amount exceeding the Minimum Actionable Amount."

           10. AMENDMENT TO SECTION 10 OF THE LOAN AGREEMENT. As of the
Amendment Effective Date, SECTION 10 of the Loan Agreement is amended by adding
the following new subsections at the end thereof to read as follows:

           "10.14 PRESS RELEASES. Each Credit Party executing this Agreement
           agrees that neither it nor its Affiliates will in the future issue
           any press release or other public disclosure using the name of
           General Electric Capital Corporation or its affiliates or referring
           to this Agreement or the other Loan Documents without at least two
           (2) Business Days' prior notice to Lender and without the prior
           written consent of Lender unless (and only to the extent that) such
           Credit Party or Affiliate is required to do so under law or the rules
           of any securities exchange, and then, in any event, such Credit Party
           or Affiliate will consult with Lender before issuing such press
           release or other public disclosure. Each Credit Party consents to the
           publication by Lender of a tombstone or similar advertising material
           relating to the financing transactions contemplated by this
           Agreement.

           10.15 WAIVER OF RIGHTS. IF AND TO THE EXTENT THAT ANY OBLIGATION OF
           ANY CREDIT PARTY TO LENDER SHALL BE CONSIDERED AN OBLIGATION OF
           GUARANTY OR SURETYSHIP, THEN THE FOLLOWING PROVISIONS OF THIS SECTION
           10.15 SHALL APPLY WITH RESPECT TO SUCH CREDIT PARTY SOLELY TO THE
           EXTENT THAT SUCH CREDIT PARTY IS DEEMED TO ACT IN THE CAPACITY OF A
           GUARANTOR AND SHALL NOT EFFECT A WAIVER OF RIGHTS IN SUCH PERSON'S
           CAPACITY AS BORROWER OR A CREDIT PARTY;

                (A) SUCH CREDIT PARTY EXPRESSLY WAIVES THE RIGHT TO REQUIRE
           LENDER FIRST TO PURSUE ANY OTHER PERSON, THE COLLATERAL, OR ANY OTHER
           SECURITY OR GUARANTY THAT MAY BE HELD FOR THE OBLIGATIONS, OR TO
           APPLY ANY SUCH SECURITY OR GUARANTY TO THE OBLIGATIONS BEFORE SEEKING
           FROM SUCH CREDIT PARTY PAYMENT IN FULL OF ITS LIABILITIES TO LENDER
           OR PROCEEDING AGAINST SUCH CREDIT PARTY FOR SAME.

                (B) SUCH CREDIT PARTY ACKNOWLEDGES THAT LENDER MAY, UNDER
           APPLICABLE LAW, PROCEED TO REALIZE ITS BENEFITS UNDER ANY OF THE LOAN
           DOCUMENTS GIVING LENDER A LIEN UPON ANY COLLATERAL, WHETHER OWNED BY
           BORROWER OR ANY CREDIT PARTY OR BY ANY OTHER PERSON, EITHER BY
           JUDICIAL FORECLOSURE OR BY NON-JUDICIAL SALE OR ENFORCEMENT. LENDER


                                       11
<PAGE>

           MAY, AT ITS SOLE OPTION, DETERMINE WHICH OF ITS REMEDIES OR RIGHTS IT
           MAY PURSUE WITHOUT AFFECTING ANY OF ITS RIGHTS AND REMEDIES. IF, IN
           THE EXERCISE OF ANY OF ITS RIGHTS AND REMEDIES, LENDER SHALL FORFEIT
           ANY OF ITS RIGHTS OR REMEDIES, INCLUDING ITS RIGHT TO ENTER A
           DEFICIENCY JUDGMENT AGAINST BORROWER OR ANY CREDIT PARTY OR ANY OTHER
           PERSON, WHETHER BECAUSE OF ANY APPLICABLE LAWS PERTAINING TO
           "ELECTION OF REMEDIES" OR THE LIKE, SUCH CREDIT PARTY HEREBY CONSENTS
           TO SUCH ACTION BY LENDER AND WAIVES ANY CLAIM BASED UPON SUCH ACTION,
           EVEN IF SUCH ACTION BY LENDER SHALL RESULT IN A FULL OR PARTIAL LOSS
           OF ANY RIGHTS OF SUBROGATION WHICH SUCH CREDIT PARTY MIGHT OTHERWISE
           HAVE HAD BUT FOR SUCH ACTION BY LENDER. ANY ELECTION OF REMEDIES
           WHICH RESULTS IN THE DENIAL OR IMPAIRMENT OF THE RIGHT OF LENDER TO
           SEEK A DEFICIENCY JUDGMENT AGAINST ANY CREDIT PARTY SHALL NOT IMPAIR
           ANY OTHER CREDIT PARTY'S OBLIGATION TO PAY THE FULL AMOUNT OF THE
           OBLIGATIONS. IN THE EVENT LENDER SHALL BID AT ANY FORECLOSURE OR
           TRUSTEE'S SALE OR AT ANY PRIVATE SALE PERMITTED BY LAW OR THE LOAN
           DOCUMENTS AND CONDUCTED IN ACCORDANCE THEREWITH, LENDER MAY BID ALL
           OR LESS THAN THE AMOUNT OF THE OBLIGATIONS AND THE AMOUNT OF SUCH BID
           NEED NOT BE PAID BY LENDER BUT SHALL BE CREDITED AGAINST THE
           OBLIGATIONS. THE AMOUNT OF THE SUCCESSFUL BID AT ANY SUCH SALE,
           WHETHER LENDER OR ANY OTHER PARTY IS THE SUCCESSFUL BIDDER, SHALL BE
           CONCLUSIVELY DEEMED TO BE THE FAIR MARKET VALUE OF THE COLLATERAL AND
           THE DIFFERENCE BETWEEN SUCH BID AMOUNT AND THE REMAINING BALANCE OF
           THE OBLIGATIONS SHALL BE CONCLUSIVELY DEEMED TO BE THE AMOUNT OF THE
           OBLIGATIONS GUARANTEED BY SUCH CREDIT PARTY, NOTWITHSTANDING THAT ANY
           PRESENT OR FUTURE LAW OR COURT DECISION OR RULING MAY HAVE THE EFFECT
           OF REDUCING THE AMOUNT OF ANY DEFICIENCY CLAIM TO WHICH LENDER MIGHT
           OTHERWISE BE ENTITLED BUT FOR SUCH BIDDING AT ANY SUCH SALE.

                (C) SUCH CREDIT PARTY AGREES THAT LENDER SHALL BE UNDER NO
           OBLIGATION TO (I) MARSHAL ANY ASSETS IN FAVOR OF SUCH CREDIT PARTY,
           (II) PROCEED FIRST AGAINST ANY OTHER CREDIT PARTY OR PERSON OR ANY
           PROPERTY OF ANY OTHER CREDIT PARTY OR PERSON OR AGAINST ANY
           COLLATERAL, (III) ENFORCE FIRST ANY OTHER GUARANTY OBLIGATIONS WITH
           RESPECT TO, OR SECURITY FOR, THE OBLIGATIONS, OR (IV) PURSUE ANY
           OTHER REMEDY IN LENDER'S POWER THAT SUCH CREDIT PARTY MAY NOT BE ABLE


                                       12
<PAGE>

           TO PURSUE ITSELF AND THAT MAY LIGHTEN SUCH CREDIT PARTY 'S BURDEN,
           ANY RIGHT TO WHICH SUCH CREDIT PARTY HEREBY EXPRESSLY WAIVES.

                (D) EACH CREDIT PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVERS
           ARE A MATERIAL INDUCEMENT TO LENDER'S ENTERING INTO THIS AGREEMENT
           AND THAT LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE
           DEALINGS WITH THE CREDIT PARTIES. EACH CREDIT PARTY WARRANTS AND
           REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL
           COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL
           RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
           LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
           TRIAL BY THE COURT."

           11. AMENDMENT TO SCHEDULE A TO THE LOAN AGREEMENT. SCHEDULE A to the
Loan Agreement is hereby amended as of the Amendment Effective Date by (a)
inserting the following new definitions in the proper order thereof to read as
follows:

           "`DEPOSIT ACCOUNTS" shall mean all "deposit accounts" as such term is
           defined in the Code, now or hereafter held in the name of any Person.

           "ELEVENTH AMENDMENT EFFECTIVE DATE" shall mean March __, 2002.

           "EXCESS BORROWING AVAILABILITY" shall mean Borrowing Availability
           less the amount of the outstanding Revolving Credit Loan.

           "FIXTURES" shall mean all "fixtures" as such term is defined in the
           Code, now owned or hereafter acquired by any Person.

           "INACTIVE SUBSIDIARY" shall have the meaning assigned to it in
           Section 3.28.

           "INTELLECTUAL PROPERTY SECURITY AGREEMENT" shall mean that certain
           Intellectual Property Security Agreement, dated as of March __, 2002
           between Parent, Borrower, the other Grantors signatory thereto and
           Lender, together with all amendments, modifications and supplements
           thereto.

           "IPR" shall mean Israel Pharmaceutical Resources, L.P., an Israeli
           limited partnership.

           "ISP ACQUISITION" shall mean the acquisition pursuant to the ISP
           Acquisition Agreement by Parent from the ISP Group of its fine
           chemicals business, consisting of a manufacturing facility in
           Columbus, Ohio, certain inventory, intellectual property, and other
           assets related to the manufacture, sale, research and development of


                                       13
<PAGE>

           advanced intermediates and active pharmaceutical ingredients for
           brand name and generic pharmaceutical companies and all of the issued
           and outstanding capital stock of ISP Israel.

           "ISP ACQUISITION AGREEMENT" shall mean the Purchase Agreement dated
           as of December 28, 2001 among the Parent and the ISP Group
           substantially in the form attached to the letter agreement dated
           December 28, 2001 among the Parent and the ISP Group, or such other
           agreement as Lender may deem approved in its discretion.

           "ISP GROUP" shall mean ISP Hungary Holdings Limited, ISP Investments
           Inc., ISP Chemicals Inc. and ISP Technologies Inc.

           "ISP ISRAEL" shall mean ISP FineTech Ltd., an Israeli corporation.

           "LITIGATION" shall mean any claim, lawsuit, litigation, investigation
           or proceeding of or before any arbitrator or Governmental Authority.

           "LETTER-OF-CREDIT RIGHTS" shall mean "letter-of-credit rights" as
           such term is defined in the Code, now owned or hereafter acquired by
           any Person, including rights to payment or performance under a letter
           of credit, whether or not such Person, as beneficiary, has demanded
           or is entitled to demand payment or performance.

           "PAYMENT INTANGIBLES" shall mean all "payment intangibles" as such
           term is defined in the Code, now owned or hereafter acquired by any
           Person.

           "PHARMA" shall mean Par Pharma Group, Ltd., a Delaware corporation.

           "PRX" shall mean PRX Pharmaceuticals, Ltd., a Delaware corporation.

           "RESEARCH" shall mean PRI-Research, Inc., a Delaware corporation.

           "QUAD" shall mean Quad Pharmaceuticals, Inc., an Indiana corporation.

           "SOFTWARE" shall mean all "software" as such term is defined in the
           Code, now owned or hereafter acquired by any Person, other than
           software embedded in any category of Goods, including all computer
           programs and all supporting information provided in connection with a
           transaction related to any program.

           "SUPPORTING OBLIGATIONS" shall mean all "supporting obligations" as
           such term is defined in the Code, including letters of credit and
           guaranties issued in support of Accounts, Chattel Paper, Documents,
           General Intangibles, Instruments, or Investment Property."

and (b) amending and restating each of the following definitions in its entirety
to read as follows:



                                       14
<PAGE>

           "`ACCOUNT DEBTOR" shall mean any Person who is or may become
           obligated with respect to, or on account of, an Account, Chattel
           Paper or General Intangibles (including a Payment Intangible).

           "ACCOUNTS" shall mean all "accounts," as such term is defined in the
           Code, now owned or hereafter acquired by any Person, including: (i)
           all accounts receivable, other receivables, book debts and other
           forms of obligations (other than forms of obligations evidenced by
           Chattel Paper or Instruments) (including any such obligations that
           may be characterized as an account or contract right under the Code);
           (ii) all of such Person's rights in, to and under all purchase orders
           or receipts for goods or services; (iii) all of such Person's rights
           to any goods represented by any of the foregoing (including unpaid
           sellers' rights of rescission, replevin, reclamation and stoppage in
           transit and rights to returned, reclaimed or repossessed goods); (iv)
           all rights to payment due to such Person for Goods or other property
           sold, leased, licensed, assigned or otherwise disposed of, for a
           policy of insurance issued or to be issued, for a secondary
           obligation incurred or to be incurred, for energy provided or to be
           provided, for the use or hire of a vessel under a charter or other
           contract, arising out of the use of a credit card or charge card, or
           for services rendered or to be rendered by such Person or in
           connection with any other transaction (whether or not yet earned by
           performance on the part of such Person) ; (v) all health care
           insurance receivables; and (vi) all collateral security and
           guarantees of any kind given by any Account Debtor or any other
           Person with respect to any of the foregoing.

           "BORROWING BASE" shall mean at any time an amount equal to the sum at
           such time of:

           (a) Eighty-five percent (85%) (or such lesser percentage as may be
           specified by Lender in its reasonable credit judgment from time to
           time by written notice to Borrower) of the value (as determined by
           Lender) of Borrower's Eligible Accounts; PLUS

           (b) the lesser of (i) $12,000,000 or (ii) fifty percent (50%) (or
           such lesser percentage as may be specified by Lender in its
           reasonable credit judgment from time to time by written notice to
           Borrower) of the value of Borrower's Eligible Inventory, as
           determined by Lender, valued on a first-in, first-out basis (at the
           lower of cost or market).

           "CHATTEL PAPER" shall mean all "chattel paper," as such term is
           defined in the Code, including electronic chattel paper, now owned or
           hereafter acquired by any Person.

           "COLLATERAL" shall have the meaning assigned to it in Section 6.1(a).



                                       15
<PAGE>

           "CODE" shall mean the Uniform Commercial Code as the same may, from
           time to time, be in effect in the State of New York; provided, that
           in the event that, by reason of mandatory provisions of law, any or
           all of the attachment, perfection or priority of, or remedies with
           respect to, Lender's Lien on any Collateral is governed by the
           Uniform Commercial Code as in effect in a jurisdiction other than the
           State of New York, the term "Code" shall mean the Uniform Commercial
           Code as in effect in such other jurisdiction for purposes of the
           provisions of this Agreement relating to such attachment, perfection,
           priority or remedies and for purposes of definitions related to such
           provisions; provided further, that to the extent that the Code is
           used to define any term herein or in any Loan Document and such term
           is defined differently in different Articles or Divisions of the
           Code, the definition of such term contained in Article or Division 9
           shall govern.

           "COMMITMENT MATURITY DATE" shall mean the earliest of (i) March [__],
           2005, (ii) the date Lender's obligation to advance funds is
           terminated and the Obligations are declared to be due and payable
           pursuant to Section 7.2 and (iii) the date of prepayment in full by
           Borrower of the Obligations in accordance with the provisions of
           Section 1.2(b).

           "COMMITMENT TERMINATION DATE" shall mean the earliest of (i) March
           [__], 2005, (ii) the date of Termination of Lender's obligation to
           advance funds pursuant to Section 7.2 and (iii) the date of
           prepayment in full by Borrower of the Obligations in accordance with
           the provisions of Section 1.2(b).

           "ERISA EVENT" shall mean (a) any "reportable event", as defined in
           Section 4043 of ERISA or the regulations issued thereunder with
           respect to a Plan (other than an event for which the 30-day notice
           period is waived); (b) the existence with respect to any Plan of an
           "accumulated funding deficiency" (as defined in Section 412 of the
           IRC or Section 302 of ERISA), whether or not waived; (c) the filing
           pursuant to Section 412(b) of the IRC or Section 303(d) of ERISA of
           an application for a waiver of the minimum funding standard with
           respect to any Plan; (d) the incurrence by any Credit Party or any
           ERISA Affiliate of any liability under Title IV of ERISA with respect
           to the termination of any Title IV Plan; (e) the receipt by any
           Credit Party or any ERISA Affiliate from the PBGC or a plan
           administrator of any notice expressing an intention to terminate any
           Title IV Plan or to appoint a trustee to administer any Title IV
           Plan; (f) the incurrence by any Credit Party or any ERISA Affiliate
           of any liability with respect to any withdrawal or partial withdrawal
           from any Title IV Plan or Multiemployer Plan; or (g) the receipt by
           any Credit Party or any ERISA Affiliate of any notice, or the receipt
           by any Multiemployer Plan from any Credit Party or any ERISA
           Affiliate of any notice, concerning the imposition of Withdrawal
           Liability or a determination that a Multiemployer Plan is, or is
           expected to be, insolvent or in reorganization, within the meaning of
           Title IV of ERISA.



                                       16
<PAGE>

           "GENERAL INTANGIBLES" shall mean all "general intangibles," as such
           term is defined in the Code, now owned or hereafter acquired by any
           Person, including all right, title and interest that such Person may
           now or hereafter have in or under any Contract, all Payment
           Intangibles, customer lists, Licenses, Intellectual Property,
           interests in partnerships, joint ventures and other business
           associations, permits, proprietary or confidential information,
           inventions (whether or not patented or patentable), technical
           information, procedures, designs, knowledge, know-how, software, data
           bases, data, skill, expertise, experience, processes, models,
           drawings, materials, Books and Records, Goodwill (including the
           Goodwill associated with any Intellectual Property), all rights and
           claims in or under insurance policies (including insurance for fire,
           damage, loss, and casualty, whether covering personal property, real
           property, tangible rights or intangible rights, all liability, life,
           key-person, and business interruption insurance, and all unearned
           premiums), uncertificated securities, choses in action, deposit
           accounts, rights to receive tax refunds and other payments, rights to
           received dividends, distributions, cash, Instruments and other
           property in respect of or in exchange for pledged Stock and
           Investment Property, and rights of indemnification.

           "GOODS" shall mean all "goods," as such term is defined in the Code,
           now owned or hereafter acquired by any Person, wherever located,
           including embedded software to the extent included in "goods" as
           defined in the Code, manufactured homes, standing timber that is cut
           and removed for sale and unborn young of animals.

           "INVENTORY" shall mean all "inventory," as such term is defined in
           the Code, now owned or hereafter acquired by any Person, wherever
           located, including all inventory, merchandise, goods and other
           personal property that are held by or on behalf of such Person for
           sale or lease or are furnished or are to be furnished under a
           contract of service or that constitute raw materials, work in
           process, finished goods, returned goods, or materials or supplies of
           any kind, nature or description used or consumed or to be used or
           consumed in such Person's business or in the processing, production,
           packaging, promotion, delivery or shipping of the same, including all
           supplies and embedded software.

           "LOAN DOCUMENTS" shall mean the Agreement, the Revolving Credit Note,
           each Pledge Agreement, the Financial Statements, each Guaranty, the
           Powers of Attorney, the patent and trademark assignment, the
           Intellectual Property Security Agreement, and the other documents and
           instruments listed in Schedule E, and all documents, instruments,
           certificates and notices at any time delivered by and between Lender
           and any Credit Party in connection with any of the foregoing.

           "MAXIMUM AMOUNT" shall mean the maximum amount of credit to be
           provided by Lender to or for the benefit of Borrower for aggregate
           Revolving Credit Advances and Letter of Credit Obligations
           outstanding at any time, without regard to the Borrowing Base or
           reserves, which amount, for purposes of the Agreement, is Thirty
           Million Dollars ($30,000,000).



                                       17
<PAGE>

           "MINIMUM ACTIONABLE AMOUNT" shall mean $500,000.

           "PROCEEDS" shall mean "proceeds," as such term is defined in the Code
           and, in any event, shall include: (i) any and all proceeds of any
           insurance, indemnity, warranty or guaranty payable to Borrower or any
           other Credit Party from time to time with respect to any Collateral;
           (ii) any and all payments (in any form whatsoever) made or due and
           payable to Borrower or any other Credit Party from time to time in
           connection with any requisition, confiscation, condemnation, seizure
           or forfeiture of any Collateral by any governmental body, authority,
           bureau or agency (or any person acting under color of governmental
           authority); (iii) any claim of Borrower or any other Credit Party
           against third parties (a) for past, present or future infringement of
           any Intellectual Property or (b) for past, present or future
           infringement or dilution of any Trademark or Trademark License or for
           injury to the goodwill associated with any Trademark, Trademark
           registration or Trademark licensed under any Trademark License; (iv)
           any recoveries by Borrower or any other Credit Party against third
           parties with respect to any litigation or dispute concerning any
           Collateral, including claims arising out of the loss or nonconformity
           of, interference with the use of, defects in, or infringement of
           rights in, or damage to, Collateral; (v) all amounts collected on, or
           distributed on account of, other Collateral, including dividends,
           interest, distributions and Instruments with respect to Investment
           Property and pledged Stock; and (vi) any and all other amounts,
           rights to payment or other property acquired upon the sale, lease,
           license, exchange or other disposition of Collateral and all rights
           arising out of Collateral.

           "SUBSIDIARY GUARANTOR" shall mean NRI, ParCare, IPR, Research, PRX,
           Quad, and Pharma and each other Subsidiary of Parent, Borrower or
           other Credit Party which executes a guaranty or a support, put or
           other similar agreement in favor of Lender in connection with the
           transactions contemplated by the Agreement."

           12. AMENDMENT TO SCHEDULE D TO THE LOAN AGREEMENT. SCHEDULE D to the
Loan Agreement is hereby amended and restated in its entirety as of the
Amendment Effective Date to read as set forth in SCHEDULE D attached hereto.

           13. AMENDMENT TO SCHEDULE F TO THE LOAN AGREEMENT. SCHEDULE F to the
Loan Agreement is hereby amended and restated in its entirety as of the
Amendment Effective Date to read as set forth in SCHEDULE F attached hereto.

           14. AMENDMENT TO DISCLOSURE SCHEDULES. The DISCLOSURE SCHEDULES to
the Loan Agreement are hereby amended and restated in their entirety as of the
Amendment Effective Date to read as set forth in EXHIBIT A attached hereto.

           15. REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into
this Amendment, each Credit Party hereby represents and warrants that:



                                       18
<PAGE>

                A. The execution, delivery and performance of this Amendment and
           the performance of the Loan Agreement, as amended hereby (the
           "AMENDED LOAN AGREEMENT"), the Intellectual Property Security
           Agreement and the Research Pledge Agreement (as defined below), by
           each Credit Party which is a party thereto: (i) are within their
           respective corporate powers; (ii) have been duly authorized by all
           necessary corporate and shareholder action; and (iii) are not in
           contravention of any provision of their respective certificates or
           articles of incorporation or by-laws or other organizational
           documents.

                B. The execution, delivery and performance of the Amended and
           Restated Revolving Credit Note, dated as of the date hereof, from
           Borrower in the principal amount of $30,000,000 (the "AMENDED
           REVOLVING CREDIT NOTE"): (i) are within Borrower's corporate powers;
           (ii) have been duly authorized by all necessary corporate and
           shareholder action; and (iii) are not in contravention of any
           provision of its certificate or article of incorporation or by-laws
           or other organizational documents.

                C. Each of this Amendment, the Intellectual Property Security
           Agreement and the Research Pledge Agreement has been duly executed
           and delivered by or on behalf of each Credit Party which is a party
           thereto and the Amended Revolving Credit Note has been duly executed
           and delivered by Borrower.

                D. Each of this Amendment, the Amended Loan Agreement, the
           Intellectual Property Security Agreement and the Research Pledge
           Agreement constitutes a legal, valid and binding obligation of each
           such Credit Party which is a party thereto enforceable against each
           Credit Party in accordance with its terms, except as enforceability
           may be limited by applicable bankruptcy, insolvency, reorganization,
           moratorium or similar laws affecting creditors' rights generally and
           by general equitable principles (whether enforcement is sought by
           proceedings in equity or at law).

                E. The Amended Revolving Credit Note constitutes a legal, valid
           and binding obligation of Borrower enforceable against Borrower in
           accordance with its terms, except as enforceability may be limited by
           applicable bankruptcy, insolvency, reorganization, moratorium or
           similar laws affecting creditors' rights generally and by general
           equitable principles (whether enforcement is sought by proceedings in
           equity or at law).

                F. No Default (other than those waived pursuant hereto) has
           occurred and is continuing both before and after giving effect to
           this Amendment.

                G. No action, claim or proceeding is now pending or, to the
           knowledge of each Credit Party, threatened against any Credit Party,
           at law, in equity or otherwise, before any court, board, commission,
           agency or instrumentality of any federal, state, or local government
           or of any agency or subdivision thereof, or before any arbitrator or
           panel of arbitrators, which challenges any Credit Party's right,
           power, or competence to enter into this Amendment or, to the extent
           applicable, perform any of its obligations under this Amendment, the


                                       19
<PAGE>

           Amended Loan Agreement, the Amended Revolving Credit Note, the
           Intellectual Property Security Agreement, the Research Pledge
           Agreement or any other Loan Document, or the validity or
           enforceability of this Amendment, the Amended Loan Agreement, the
           Amended Revolving Credit Note or any other Loan Document or any
           action taken under this Amendment, the Amended Loan Agreement, the
           Amended Revolving Credit Note or any other Loan Document.

                H. The representations and warranties of the Credit Parties
           contained in the Loan Agreement, each Pledge Agreement, the Trademark
           Security Agreement and the Intellectual Property Security Agreement
           shall be true and correct on and as of the Amendment Effective Date
           (after giving effect to this Amendment) with the same effect as if
           such representations and warranties had been made on and as of such
           date (and any such representation or warranty which is expressly made
           only as of the Closing Date or another specified date shall be made
           as of the Amendment Effective Date).

           16. NO OTHER AMENDMENT. Except as expressly provided in Sections 2
through 14 hereof, the Loan Agreement shall be unmodified and shall continue to
be in full force and effect in accordance with its terms. Except as expressly
provided herein, this Amendment shall not be deemed a waiver of any term or
condition of any Loan Document and shall not be deemed to prejudice any right or
rights which Lender may now have or may have in the future under or in
connection with any Loan Document or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.

           17. OUTSTANDING INDEBTEDNESS; AMENDMENT OF CLAIMS. Each Credit Party
hereby acknowledges and agrees that as of March 15, 2002 the aggregate
outstanding principal amount of the Revolving Credit Loan is $0.00. Each Credit
Party hereby waives, releases, remises and forever discharges Lender and each
other Indemnified Person from any and all Claims of any kind or character, known
or unknown, which each Credit Party ever had, now has or might hereafter have
against Lender which relates, directly or indirectly, to any acts or omissions
of Lender or any other Indemnified Person on or prior to the date hereof. This
Amendment shall constitute a Loan Document for all purposes of the Loan
Agreement and each other Loan Document.

           18. EXPENSES. Borrower hereby reconfirms its obligations pursuant to
Section 10.2 of the Loan Agreement to pay and reimburse Lender for all
reasonable out-of-pocket expenses (including, without limitation, reasonable
fees of counsel) incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment and all other documents and instruments
delivered in connection herewith.

           19. PLEDGE BY RESEARCH. Borrower shall use its best efforts to
deliver to Lender, no later than 30 days following the Amendment Effective Date,
a fully executed Pledge Agreement duly executed by Research pledging 66 1/3 % of
its partnership interest in IPR to Lender as collateral for the Obligations, and
any documents related thereto (the "RESEARCH PLEDGE AGREEMENT"). Failure of
Borrower to use its best efforts to deliver the Research Pledge Agreement on or


                                       20
<PAGE>

prior to 30 days from the Amendment Effective Date shall constitute an immediate
Event of Default.

           20. COLLATERAL APPRAISAL. No later than 120 days following the
Amendment Effective Date, Lender shall have received an inventory appraisal of
Borrower's Inventory, performed by appraisers retained by Borrower and
acceptable to Lender, in form and substance satisfactory to Lender and
reflecting asset values of Borrower at levels acceptable to Lender. No later
than thirty days following the Amendment Effective Date Borrower shall have
initiated such inventory appraisal and provided to Lender evidence thereof.

           21. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof (the "AMENDMENT EFFECTIVE DATE") only upon satisfaction in full in
the judgment of the Lender of each of the following conditions on or prior to
March __, 2002:

                A. AMENDMENT. Lender shall have received four original copies of
           this Amendment duly executed and delivered by Lender and each Credit
           Party.

                B. PAYMENT OF AMENDMENT FEE AND EXPENSES. Borrower shall have
           paid to Lender a non-refundable amendment fee in the amount of
           $150,000 and all costs and expenses owing in connection with this
           Amendment and the other Loan Documents and due to Lender (including,
           without limitation, reasonable legal fees and expenses).

                C. NOTE. Lender shall have received a fully executed Amended
           Revolving Credit Note from Borrower in exchange for the Revolving
           Credit Note in effect prior to the Amendment Effective Date.

                D. OPINION. Lender shall have received a legal opinion of
           counsel to the Credit Parties with respect to this Amendment and the
           transactions contemplated hereby in form and substance satisfactory
           to Lender.

                E. COLLATERAL DOCUMENTS. Lender shall have received (i)
           certified copies of Requests for Information or other evidence
           satisfactory to Lender, listing all effective financing statements or
           chattel mortgages which name any Credit Party (under such Credit
           Party's current name, any previous name or any trade name or doing
           business name) as debtor, together with copies of such other
           financing statements; (ii) certificates or other evidences of
           ownership representing all instruments constituting part of the
           Collateral (including, without limitation, the stock certificates for
           the Subsidiaries of each Credit Party) and appropriate undated stock
           powers (or the equivalent thereof) executed in blank; and (iii) UCC-1
           financing statements for each Credit Party, in form and substance
           satisfactory to Lender.

                F. INTELLECTUAL PROPERTY. Lender shall have received agreements
           relating to the granting to Lender of a security interest in
           Intellectual Property of Borrower and each other Credit Party to the
           extent applicable in a form suitable for filing with the appropriate
           Federal or State filing office.



                                       21
<PAGE>

                G. LITIGATION DOCUMENTS. Lender shall have received, certified
           by Borrower as true correct and complete, copies of all complaints
           and pleadings relating to any patent infringement or related actions
           against any Credit Party filed relating to fluoxetine.

                H. POWERS OF ATTORNEY. Lender shall have received fully executed
           Powers of Attorney for Quad, Research, PRX, and Pharma, each in form
           and substance satisfactory to Lender.

                I. SECRETARIAL CERTIFICATES. A Secretarial Certificate
           substantially in the form of Exhibit D to the Loan Agreement duly
           completed and executed by the Secretary or Assistant Secretary of
           each Credit Party, together with all attachments thereto.

                J. DISCLOSURE SCHEDULES. Lender shall have received revised and
           updated Disclosure Schedules for all Credit Parties, certified by an
           officer of Borrower as true correct and complete as of the Amendment
           Effective Date.

                K. REPRESENTATIONS AND WARRANTIES. The representations and
           warranties of each Credit Party contained in this Amendment shall be
           true and correct on and as of the Amendment Effective Date.

           22. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

           23. COUNTERPARTS. This Amendment may be executed by the parties
hereto on any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

           24. JOINDER. By its signature below, each of Quad, Research, PRX and
Pharma joins to the Loan Agreement as a Credit Party and a Guarantor, and
assumes all of the rights, responsibilities of a Credit Party and a Guarantor as
set forth therein, including but not limited to (i) the obligations of a
Guarantor as set forth in SECTION 7 of the Loan Agreement and (ii) any
representations and warranties, in each case as if such entity were an original
signatory thereto.

                            (SIGNATURE PAGE FOLLOWS)

                                       22
<PAGE>


           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.

                                    BORROWER:

                                    PAR PHARMACEUTICAL, INC.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President


                                    LENDER:

                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    By: /s/ MICHAEL LUSTBADER
                                       ----------------------
                                    Name:  Michael Lustbader
                                    Its: Duly Authorized Signatory


                                    PARENT:

                                    PHARMACEUTICAL RESOURCES, INC.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President


                       (SIGNATURES CONTINUED ON NEXT PAGE)


                                       23
<PAGE>

                                    SUBSIDIARY GUARANTORS:

                                    NUTRICEUTICAL RESOURCES, INC.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President


                                    PARCARE, LTD.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President


                                    QUAD PHARMACEUTICALS INC.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President


                                    PRX PHARMACEUTICALS, INC.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President


                                    PAR PHARMA GROUP, LTD.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President



                       (SIGNATURES CONTINUED ON NEXT PAGE)

                                       24
<PAGE>

                                    PRI-RESEARCH, INC.


                                    By: /s/ DENNIS J. O'CONNOR
                                       -----------------------
                                    Name: Dennis J. O'Connor
                                    Title:   Vice President



                                       25
<PAGE>


                                   SCHEDULE D


                                      FEES


1. AMENDMENT FEE. A non-refundable amendment fee of $150,000 is payable by
Borrower to Lender on the Eleventh Amendment Effective Date.

2. UNUSED LINE FEE: For each day after the Closing Date, and through but
including the Termination Date, an amount equal to the Maximum Amount less the
outstanding amount of the Revolving Credit Loan (exclusive of accrued, but
unpaid, interest), for such day, multiplied by the Unused Line Fee Percentage
for such period, the product of which is then divided by 360. The Unused Line
Fee for each month (except for the month in which the Termination Date occurs)
is payable on the first Business Day of the immediately following month,
beginning on the first Business Day of the month following the month in which
the Closing Date occurs; the final monthly installment of the Unused Line Fee is
payable on the Termination Date. Notwithstanding the foregoing, any unpaid
Unused Line Fee is immediately due and payable on the Commitment Maturity Date.
The "Unused Line Fee Percentage" shall be, with respect to any period, 0.25%.

3. COLLATERAL MONITORING FEE: $30,000 for each per annum or part of a per annum,
payable in advance on the Closing Date and on the first Business Day of each
month following the Closing Date and prior to the Commitment Maturity Date.

4. AUDIT FEES: Borrower will reimburse Lender at the rate of $800 per person per
day ("Audit Fees"), plus out of pocket expenses, for the audit reviews, field
examinations and collateral examinations conducted by Lender's own personnel.
Lender agrees that Borrower's obligation for Audit Fees shall not be payable
with respect to more than three field examinations in any calendar year;
PROVIDED, that no limit on Audit Fees will be imposed on Lender for those audits
or examinations conducted at a time when a Default has occurred and is
continuing.

5. EXPENSES: Borrower will pay to Lender on demand all costs incurred in
connection with: (a) the preparation, negotiation, execution, delivery,
performance and enforcement of the Loan Documents; (b) collection (including the
fees and expenses of all advisors, consultants (including environmental and
management consultants) and auditors and the reasonable fees of special legal
counsel retained in connection therewith), including deficiency collections; (c)
the forwarding to Borrower or any other Person on behalf of Borrower by Lender
of the proceeds of any Loan (including by wire transfer); (d) any amendment,
extension, modification or waiver of, or consent with respect to any Loan
Document or advice in connection with the administration of the Revolving Credit
Advances or the rights thereunder; (e) any litigation, contest, dispute, suit,
proceeding or action (whether instituted by or between any combination of
Lender, Borrower or any other Person or Persons), and an appeal or review
thereof, in any way relating to the Collateral, any Loan Document, or any action
taken or any other agreements to be executed or delivered in connection
therewith, whether as a party, witness or otherwise; and (f) any effort (i) to


                                       26
<PAGE>

monitor the Revolving Credit Advances, (ii) to evaluate, observe or assess
Borrower or any other Credit Party or the affairs of such Person, and (iii) to
verify, protect, evaluate, assess, appraise, collect, sell, liquidate or
otherwise dispose of the Collateral, including with respect to all of the
foregoing: the reasonable fees of attorneys and the fees, costs and expenses of
accountants, environmental advisors, appraisers, investment bankers, management
and other consultants, and paralegals; court costs and expenses; photocopying
and duplicating expenses; court reporter fees, costs and expenses; long distance
telephone charges; air express charges; telegram charges; secretarial overtime
charges; and expenses for travel, lodging and food paid or incurred in
connection with the performance of such legal or other advisory services.

6. LETTER OF CREDIT FEE: For each day for which Lender maintains Letter of
Credit Obligations outstanding, an amount equal to the amount of the Letter of
Credit Obligations outstanding on such day, multiplied by 2%, the product of
which is then divided by 360. The Letter of Credit Fee incurred for each month
is payable at the same time each payment of the Unused Line Fee is due.
Notwithstanding the foregoing, any unpaid Letter of Credit Fee is immediately
due and payable on the Commitment Maturity Date.

7. FUNDING FEE. If Borrower uses any of the proceeds of a Revolving Credit
Advance to fund any portion of the ISP Acquisition as permitted by Section 1.3
of the Agreement, Borrower shall pay Lender a non-refundable funding fee of
$150,000 payable on the date of such Advance.



                                       27
<PAGE>

                                   SCHEDULE F


                               FINANCIAL COVENANTS


           1. FIXED CHARGE COVERAGE RATIO. Parent and its Subsidiaries on a
consolidated basis shall maintain for each Fiscal Quarter, commencing with the
Fiscal Quarter ending on or about March 31, 2002, a Fixed Charge Coverage Ratio
of not less than 2.00:1.00.

           2. MINIMUM TANGIBLE NET WORTH. Parent and its Subsidiaries on a
consolidated basis shall maintain, as at the end of each Fiscal Quarter,
Tangible Net Worth of not less than the amount for such period set forth below:

      Fiscal Quarter Ending on or about:         Minimum Tangible Net Worth
      ----------------------------------         --------------------------
      December 31, 2001                                          45,600,000
      March 31, 2002                                            105,000,000
      June 30, 2002                                             115,000,000
      September 30, 2002                                        125,000,000
      December 31, 2002                                         135,000,000
      March 31, 2003                                            145,000,000
      June 30, 2003                                             155,000,000
      September 30, 2003                                        165,000,000
      December 31, 2003                                         175,000,000
      March 31, 2004                                            190,000,000
      June 30, 2004                                             205,000,000
      September 30, 2004                                        220,000,000
      December 31, 2004                                         235,000,000

           3. CAPITAL EXPENDITURES. Parent and its Subsidiaries on a
consolidated basis shall not make aggregate Capital Expenditures in excess of
$7,500,000 for the Fiscal Year ending on or about December 31, 2001, $12,000,00
for the Fiscal Year ending on or about December 31, 2002 , $9,000,000 for the
Fiscal Year ending on or about December 31, 2003, and $9,000,000 for the Fiscal
Year ending on or about December 31, 2004 and each Fiscal Year thereafter.

For purposes of this covenant in SCHEDULE F the following terms shall have the
meanings set forth below:

           "EBITDA" shall mean, for any period, the Net Income (Loss) of Parent
and its Subsidiaries on a consolidated basis for such period, PLUS interest
expense, income tax expense, amortization expense, depreciation expense and
extraordinary losses and MINUS extraordinary gains, in each case, of Parent and
its Subsidiaries on a consolidated basis for such period determined in


                                       28
<PAGE>

accordance with GAAP to the extent included in the determination of such Net
Income (Loss).

           "FIXED CHARGE COVERAGE RATIO" shall mean, for any period, the ratio
of the following for Parent and its Subsidiaries on a consolidated basis
determined in accordance with GAAP; (a) EBITDA for such period LESS (i) Capital
Expenditures for such period which are not financed through the incurrence of
any Indebtedness (excluding the Revolving Credit Loan) and (ii) taxes to the
extent accrued or otherwise payable with respect to such period to (b) the sum
of (i) interest expense paid or accrued in respect of any Indebtedness during
such period, PLUS (ii) regularly scheduled payments of principal paid or that
were required to be paid on Indebtedness (excluding the Revolving Credit Loan)
during such period.

           "NET INCOME (LOSS)" shall mean with respect to any Person and for any
period, the aggregate net income (or loss) after taxes of such Person for such
period, determined in accordance with GAAP.

           "TANGIBLE NET WORTH" shall mean, with respect to any Person at any
date, all amounts which, in accordance with GAAP, would be included under
stockholders' equity on a consolidated balance sheet of such Person at such date
LESS the aggregate of all intangibles in conformity with GAAP (including
Intellectual Property, goodwill, organization expenses, treasury stock, all
deferred financing and unamortized debt discount expenses, and all current and
non-current deferred tax benefits).


                                       29
<PAGE>

                                                 EXHIBIT A TO ELEVENTH AMENDMENT

                              Disclosure Schedules.
                              --------------------

                                 (See attached.)


                                       30