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                                                                   EXHIBIT 10.48





                              AMENDED AND RESTATED


                          LICENSE AND SUPPLY AGREEMENT


                                      AMONG


                           SB PHARMCO PUERTO RICO INC.


                         SMITHKLINE BEECHAM CORPORATION


                              BEECHAM GROUP P.L.C.


                                       AND


                            PAR PHARMACEUTICAL, INC.






                                 APRIL 16, 2003


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                              AMENDED AND RESTATED

                          LICENSE AND SUPPLY AGREEMENT


                                TABLE OF CONTENTS





                                                   ARTICLE I - DEFINITIONS     2

                                 ARTICLE II - INTELLECTUAL PROPERTY GRANTS     9

                                                    ARTICLE III - PAYMENTS    15

                                                       ARTICLE IV - SUPPLY    18

                     ARTICLE V - REPRESENTATIONS, WARRANTIES AND COVENANTS    26

                                        ARTICLE VI - INTELLECTUAL PROPERTY    32

                                              AND CONFIDENTIAL INFORMATION    32

              ARTICLE VII - TERM AND TERMINATION    ERROR! BOOKMARK NOT DEFINED.

                          ARTICLE  VIII - INDEMNIFICATION, INSURANCE AND DISPUTE
                                                                RESOLUTION    41

                                                ARTICLE IX - MISCELLANEOUS    45

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                              AMENDED AND RESTATED

                          LICENSE AND SUPPLY AGREEMENT

                   TABLE OF EXHIBITS, SCHEDULES AND APPENDICES




         SCHEDULE 4.3(B)          "GSK SUPPLIED PRODUCT SPECIFICATIONS"

                SCHEDULE 4.3(D)           "INITIAL PAR ESTIMATE"

                SCHEDULE 4.4(B)           "GSK PAXIL SUPPLIERS"



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                              AMENDED AND RESTATED

                          LICENSE AND SUPPLY AGREEMENT

                                    PREAMBLE

      This AMENDED AND  RESTATED  LICENSE AND SUPPLY  AGREEMENT  dated as of the
16th  day of  April,  2003  (the  "Execution  Date")  among  SMITHKLINE  BEECHAM
CORPORATION, a private limited company, organized and existing under the laws of
the Commonwealth of Pennsylvania and having a registered  office at One Franklin
Plaza,  Philadelphia,  PA 19102,  USA; SB PHARMCO  PUERTO  RICO INC.,  a private
limited company, organized and existing under the laws of Puerto Rico and having
a registered  office at The Prentice  Hall Corp.  System of P.R.  Inc.,  c/o FGR
Corporate  Services,  Inc., BBV Tower, 8th Floor,  254 Munoz Rivera Avenue,  San
Juan,  Puerto Rico  00918,  USA;  and BEECHAM  GROUP  P.L.C.,  a public  limited
company, organized and existing under the laws of England and Wales and having a
registered office at 980 Great West Road, Brentford, Middlesex, TW8 9GS, England
(collectively,  "GSK"), and PAR  PHARMACEUTICAL,  INC., a New Jersey corporation
having its principal office at 300 Tice Boulevard,  3d Floor, Woodcliff Lake, NJ
07677 ("PAR"). PAR and GSK are sometimes  collectively referred to herein as the
"Parties" and separately as a "Party."

      WHEREAS,  the Parties wish to amicably settle patent litigation  currently
ongoing between them; and

      WHEREAS, PAR desires to exclusively purchase certain products from GSK for
resale to its distributors and other customers for ultimate sale to consumers in
certain territories,  and GSK desires to manufacture and supply such products to
PAR in such  territories,  subject to the terms and conditions set forth in this
Agreement; and

      WHEREAS, GSK is willing to grant, and PAR is willing to receive, a license
under  certain  GSK  patents  to  enable  PAR to  sell  such  products  in  such
territories  to its  distributors  and  other  customers  for  ultimate  sale to
consumers in such territories,  subject to the terms and conditions set forth in
this Agreement; and

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      WHEREAS,  this  Agreement  amends and restates in its entirety the License
and Supply Agreement between the Parties dated February 26, 2003.

      NOW, THEREFORE,  in consideration of the mutual covenants,  agreements and
stipulations  set forth  herein,  and in the  Settlement  Agreement  (as defined
hereinafter),  and the Proposed Order of Dismissal (as defined hereinafter), the
receipt and legal sufficiency of which are hereby mutually acknowledged, GSK and
PAR hereby agree as follows:

                             ARTICLE I - DEFINITIONS

Section 1.1 DEFINITIONS. As used in this Agreement, the following terms, whether
used in the singular or plural, shall have the following meanings:

      "723 PATENT" shall mean U.S. Patent No. 4,721,723.

      ** ******

      "A/B RATED" shall mean  "therapeutically  equivalent" as evaluated by FDA,
applying the definition of "therapeutically equivalent" set forth in the Preface
to the current  edition of the FDA  publication  "APPROVED  DRUG  PRODUCTS  WITH
THERAPEUTIC  EQUIVALENCE  EVALUATIONS"  (the "Orange Book"),  it being expressly
stated in the current  edition of the Orange Book and agreed by the Parties that
"[a]ny drug product ... repackaged and/or  distributed by other than the [NDA or
ANDA] application holder is considered to be  therapeutically  equivalent to the
application holder's drug product ...."

      "ADDITIONAL CLAIM" shall have the meaning set forth in Section 8.2.

      "ADVERSE EVENT REPORTS" shall have the meaning set forth in Section 4.5.

      "AFFILIATE" shall mean any corporation, firm, partnership or other entity,
whether  DE JURE or DE facto,  which  controls,  is  controlled  by, or is under
common control with a Party.  For purposes of this  definition,  "control" shall
mean: (a) in the case of corporate entities,  direct or indirect ownership of at
least 50% of the stock or shares (or such lesser percentage which is the maximum
allowed  to be owned by a  foreign  corporation  in a  particular  jurisdiction)
entitled to vote for the election of directors or otherwise  having the power to
vote  on or  direct  the  affairs  of  such  Party;  and  (b)  in  the  case  of

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non-corporate  entities,  direct or  indirect  ownership  of at least 50% of the
equity  interest  or the power to direct the  management  and  policies  of such
noncorporate entities.

      "AGREEMENT"  shall mean this License and Supply  Agreement  including  all
exhibits, schedules and appendices attached hereto.

      "ANDA" shall mean an  Abbreviated  New Drug  Application as defined in the
U.S.  Federal  Food,  Drug  and  Cosmetic  Act  and all  applicable  regulations
promulgated thereunder.

      "APPLICABLE  LAW" shall mean all  applicable  provisions  of all statutes,
laws, rules,  regulations,  administrative codes,  ordinances,  decrees, orders,
decisions,  guidance documents (including FDA guidance documents),  injunctions,
awards judgments,  and permits and licenses of or from governmental  authorities
relating to the use or regulation of the subject item.

      "AUDITOR" shall have the meaning set forth in Section 3.8.

      "BUREAU" shall have the meaning set forth in Section 7.1.

      "BUSINESS DAY" shall mean any day other than a day which is a Saturday,  a
Sunday or federal bank holiday in the USA.

      "cGMP" shall mean current good manufacturing  practices of the FDA, as set
forth in 21 C.F.R.  Parts  210 and 211 and all  applicable  rules,  regulations,
guides and guidances.

      "CALENDAR QUARTER" shall mean each of the three (3) month periods during a
calendar year starting on the first of January, April, July and October.

      "CHANGE OF CONTROL" shall mean,  with respect to the applicable  Party, an
event where:

           (A) any Third  Party  (alone or  together  with  such  Third  Party's
Affiliates)  or "group"  (as such term is  defined  under  Section  13(d) of the
Securities Exchange Act of 1934, as amended) (i) acquires  beneficial  ownership
of capital stock of such Party  entitling the holder(s)  thereof to greater than
fifty percent (50%) of the voting power of the then outstanding capital stock of
such Party with  respect to the  election of  directors  of such Party,  or (ii)
otherwise actually controls or is in a controlling  position with respect to the
voting power of the then outstanding capital stock of such Party; or

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           (B) such Party consummates a merger, consolidation, reorganization or
similar  transaction  or  series  of  related  transactions,  whether  direct or
indirect,  with another  Third Party,  alone or together with such Third Party's
Affiliates (the "Acquiring  Corporation"),  in which:  (i) such Party is not the
surviving  corporation  in such  transaction,  (ii) the  members of the Board of
Directors of such Party prior to such transaction  constitute less than one half
of the members of the Board of Directors of the Acquiring  Corporation following
such transaction,  (iii) greater than fifty percent (50%) of the voting power of
the outstanding  capital stock of the Acquiring  Corporation with respect to the
election of directors  following  such  transaction is held by Third Parties who
were shareholders of the Acquiring  Corporation  prior to such  transaction,  or
(iv)  such  Party  is  otherwise   effectively   controlled   by  the  Acquiring
Corporation, or

           (C) such Party sells to any Third  Party(s)  (alone or together  with
such Third Party's Affiliates) in one or more related transactions properties or
assets  representing  greater  than fifty  percent  (50%) of:  (i) such  Party's
consolidated  total  assets  as  reflected  on its most  recent  annual  audited
financial  statements,  provided that all or substantially all of the properties
and assets used in  connection  with such  Party's  pharmaceutical  business are
included in such transaction(s),  (ii) such Party's pharmaceutical  business, or
(iii) such Party's consolidated operating income for the most recent fiscal year
as reflected on its most recent annual audited financial statements.

Notwithstanding anything to the contrary in this definition, a Change of Control
shall  not be  deemed  to  have  occurred  with  respect  to a Party  where  any
acquisition, merger, consolidation,  reorganization, sale or similar transaction
occurs solely between such Party and any one or more of its Affiliates.

      "COGS AUDITOR" shall have the meaning set forth in Section 7.2(f).

      ** ******

      "COMMISSION" shall have the meaning set forth in Section 7.1.

      "COMPETITIVE GENERIC ENTRY EFFECTIVE DATE" shall mean ** ******

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      "COMPETITIVE  GENERIC ENTRY INITIAL  QUANTITY"  shall have the meaning set
forth in Section 4.3(f).

      "COMPETITIVE  GENERIC  ENTRY SUPPLY TERM" shall have the meaning set forth
in Section 4.2(a), subject to the provisions of Section 4.2(c).

      "COMPETITIVE GENERIC ENTRY SUPPLY TERMINATION DATE" shall have the meaning
set forth in Section 4.2(a), subject to the provisions of Section 4.2(c).

      "COMPETITIVE GENERIC ENTRY TERRITORY" shall mean the USA.

      "COMPETITIVE  GENERIC ENTRY  ROYALTY"  shall have the meaning set forth in
Section 3.1.

      "CONFIDENTIAL INFORMATION" shall mean any and all confidential information
regarding,  related to, or associated with the Product, the Patents, the Royalty
Reports,  and this Agreement (including the terms and conditions hereof) that is
disclosed by the Disclosing Party to the Recipient as of and after the Execution
Date.  Provided,  however,  that  Confidential  Information  shall  not  include
information  which is: (i) at the time of  disclosure  is in the public  domain;
(ii) after disclosure  becomes part of the public domain,  except through breach
of this Agreement;  (iii) the Recipient can demonstrate by reasonable  proof was
in its  possession  prior  to the time of  disclosure  by the  Disclosing  Party
hereunder,  and was not  acquired  directly or  indirectly  from the  Disclosing
Party;  or (iv) becomes  available  to Recipient  from a Third Party who did not
acquire such  information  directly or indirectly from the Disclosing  Party and
who is not otherwise prohibited from disclosing such information.

      ** ******

      "DISCLOSING PARTY" shall have the meaning set forth in Section 6.2(a).

      "EXECUTION  DATE"  shall be the date upon  which this  Agreement  shall be
mutually executed by authorized  representatives of each Party, which date shall
be that which is set forth in the Preamble.

      "FDA" shall mean the U.S. Food and Drug  Administration,  or any successor
agency thereto.

      "GSK" shall have the meaning set forth in the Preamble.

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      "GSK PARTY" shall have the meaning set forth in Section 8.2.

      "GSK Supplied  Product"  shall mean all Products  supplied to PAR (and its
Affiliates)  by GSK (and its  Affiliates)  pursuant  to the  provisions  of this
Agreement.  It is  understood  that PAR shall have the right to  require  GSK to
supply  Product (other than PAR Product) to PAR under this Agreement in the same
dosage forms as those marketed for commercial sale by GSK (or its Affiliates) in
the relevant Territory.

      "NDA"  shall mean a New Drug  Application  as defined in the U.S.  Federal
Food,  Drug,  and  Cosmetic  Act  and  all  applicable  regulations  promulgated
thereunder.

      "NDC" shall mean a National Drug Code.

      ** ****** In the event that PAR sells Product as part of a bundle or group
sale with other  products  not  covered by this  Agreement,  and PAR  provides a
discount,  allowance or rebate to the  purchaser of such  products  based on the
invoiced  prices for all products sold, such discount must be allocated pro rata
based on the selling  prices of such  products  before  taking into  account the
discount, allowance or rebate on Product provided as part of such bundle.

      In the event that a Product is sold or otherwise commercially exploited by
PAR in a manner  such  that the  above  means of  calculating  Net  Sales is not
possible or otherwise is  inappropriate,  the Parties agree to negotiate in good
faith a reasonable  mechanism for fairly  calculating the "Net Sales"  resulting
from such sales or other commercial exploitation.  Net Sales shall be determined
using the accrual method of accounting in accordance with USA generally accepted
accounting principles ("GAAP") applied in a consistent manner.

      "PAR" shall have the meaning set forth in the Preamble.

      "PAR PARTY" shall have the meaning set forth in Section 8.1.

      "PAR  PRODUCT"   shall  mean  any  drug  product   containing   Paroxetine
Hydrochloride  that may be approved  under  Pentech's  ANDA No.  75-771,  in the
dosage sizes and containing the  ingredients  for which Pentech's ANDA seeks FDA
approval as of the Execution Date (i.e., Paroxetine Hydrochloride capsules in 10
mg and 20 mg dosage sizes  containing  Paroxetine  Hydrochloride  solid solution
supplied by Pentech with allegedly  amorphous  Paroxetine  Hydrochloride  active

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ingredient supplied by Asahi Glass Co., Ltd.), that is manufactured on behalf of
PAR by PAR Sublicensees.

      "PAR PRODUCT ACTION" shall have the meaning set forth in Section 5.9(c).

      "PAR SUBLICENSEE" shall have the meaning set forth in Section 2.3(e).

      "PATENTS"  shall mean all patents in the  applicable  Territory  and Japan
including,  without limitation,  U.S. Patent No. 4,721,723,  which are or become
owned by GSK, or to which GSK otherwise has, now or in the future,  the right to
grant licenses,  which cover the activities licensed to be carried out by PAR or
its sublicensees, as relevant, under Sections 2.1 - 2.3 of this Agreement.

      "PAROXETINE HYDROCHLORIDE" shall mean (-)- TRANS -4 R -(4'-fluorophenyl)-3
S -[(3',4'-methylenedioxyphenoxy) methyl] piperidine hydrochloride.

      "PARTY OR PARTIES" shall have the meaning set forth in the Preamble.

      "PENTECH"   shall  mean  Pentech   Pharmaceuticals,   Inc.,   an  Illinois
corporation,  having a place of business at 3315  Algonquin  Road,  Suite,  310,
Rolling Meadows, Illinois 60008, USA.

      "PRIME RATE" shall mean the rate of interest that  Citibank N.A.  lists as
its prime lending rate on the last day of the applicable Calendar Quarter, or if
such rate is not available,  the prime lending rate listed in the New York City,
USA  version  of THE WALL  STREET  JOURNAL  on the  last  day of the  applicable
Calendar Quarter.

      "PR INITIAL QUANTITY" shall have the meaning set forth in Section 4.3(f).

      "PR EFFECTIVE  DATE" shall mean the date on which the U.S.  District Court
for the Northern District of Illinois enters the Proposed Order of Dismissal.

      "PR SUPPLY  TERM"  shall  have the  meaning  set forth in Section  4.1(a),
subject to the provisions of Section 4.1(b).

      "PR SUPPLY  TERMINATION  DATE" shall have the meaning set forth in Section
4.1(a), subject to the provisions of Section 4.1(b).

      "PR ROYALTY" shall have the meaning set forth in Section 3.1.

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      "PR TERRITORY" shall mean Puerto Rico.

      "PRODUCT" shall mean, collectively or individually,  depending on context,
the following drug products:

           (a) any tablet containing Paroxetine  Hydrochloride that is A/B Rated
      to the  product(s)  approved under GSK's  immediate  release NDA No. 20-03
      provided  that  such  tablet is in a dosage  form  which is  marketed  for
      commercial  sale by GSK (or its  Affiliates)  in the  Competitive  Generic
      Entry Territory; and

           ** ******

           (c) any PAR Product.

      For the  avoidance  of doubt,  Product  shall not include any  controlled,
      sustained,  or other  prolonged  or  otherwise  modified  release  form of
      Paroxetine  Hydrochloride,  or any  oral  suspension  form  of  Paroxetine
      Hydrochloride.

      "PRODUCT CLAIMS" shall have the meaning set forth in Section 8.1.

      "PRODUCT ACTION" shall have the meaning set forth in Section 5.9(b).

      "PROPOSED  ORDER OF DISMISSAL"  shall mean that certain  Agreed  Motion to
Dismiss  among  certain GSK  Affiliates  and  Pentech,  in the matter  captioned
SMITHKLINE   BEECHAM   CORPORATION   AND  BEECHAM   GROUP,   P.L.C.   V  PENTECH
PHARMACEUTICALS,  INC. AND ASAHI GLASS CO. LTD.,  CIVIL ACTION NOS. 00C 2855 AND
00C 5831 (N.D.  ILLINOIS),  and the Proposed  Order of Dismissal  that is sought
thereby,  the forms of which those  parties  have agreed to as of the  Execution
Date.

      "PUERTO RICO" shall mean the Commonwealth of Puerto Rico.

      "RECIPIENT" shall have the meaning set forth in Section 6.2(a).

      "ROYALTY" shall mean, collectively,  the Competitive Generic Entry Royalty
and the PR Royalty.

      "ROYALTY REPORT" shall have the meaning set forth in Section 3.3.

      "SETTLEMENT AGREEMENT" shall mean the Settlement Agreement, which is dated
as of the  Execution  Date,  among  certain  GSK  Affiliates,  PAR and  Pentech,
regarding the matter captioned SMITHKLINE BEECHAM CORPORATION AND BEECHAM GROUP,

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P.L.C. V PENTECH  PHARMACEUTICALS,  INC. AND ASAHI GLASS CO. LTD.,  CIVIL ACTION
NOS. 00C 2855 AND 00C 5831 (N.D. ILLINOIS).

      "SUPPLY  TERM" shall  mean,  as  applicable,  the PR Supply  Term,  or the
Competitive Generic Entry Supply Term.

      "TERM" shall have the meaning set forth in Section 7.1.

      "TERRITORY" shall mean, collectively, the PR Territory and the Competitive
Generic Entry Territory.

      "THIRD   PARTY"   shall  mean  any   person,   corporation,   partnership,
associations,  joint venture, trust or other entity other than PAR or GSK, or an
Affiliate of either of them.

      "USA"  shall mean the United  States of America  and its  territories  and
possessions other than Puerto Rico.

      Section 1.2 The word "INCLUDING" or any variation thereof means "including
without limitation" or any variation thereof and shall not be construed to limit
any  general  statement  which it follows to the  specific  or similar  items or
matters immediately following it.

                    ARTICLE II - INTELLECTUAL PROPERTY GRANTS

      Section 2.1 PR TERRITORY INTELLECTUAL PROPERTY GRANT.

           (a) Effective as of the PR Effective  Date, GSK hereby grants to PAR,
for the period comprising the PR Supply Term, a non-transferable  license,  with
no right to grant sublicenses,  under the Patents in the PR Territory,  to offer
for sale and sell GSK Supplied Product and PAR Product (made by PAR Sublicensees
in accordance  with Section  2.3(e)) to PAR's  distributors  and other customers
only for the purpose of ultimate sale by such  distributors  and other customers
to consumers in the PR Territory.  For the avoidance of doubt, the Parties agree
that the foregoing right of selling GSK Supplied  Product and PAR Product in the
PR Territory shall permit PAR to conduct all activities necessary for it to sell
GSK Supplied Product and PAR Product to its distributors and other customers for
the  purpose  of  ultimate  sale by such  distributors  and other  customers  to
consumers in the PR Territory during the PR Supply Term, which activities would,

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but  for the  license  herein  granted,  infringe  one or  more of the  Patents;
provided,  however, it is expressly  understood that no rights to import,  make,
have made, or use the GSK Supplied  Product and PAR Product in the PR Territory,
and no rights to import,  make,  have made,  use, sell or offer for sale the GSK
Supplied  Product and PAR Product in any other region of the world,  are granted
to PAR or its Affiliates in this Agreement,  except as is otherwise set forth in
Sections 2.2 and 2.3. The foregoing grant shall only be in effect for the period
comprising  the PR Supply Term and shall  automatically  terminate  as of the PR
Supply Termination Date.

           (b) Effective as of the PR Effective  Date,  (i) GSK hereby grants to
PAR, for the period comprising the PR Supply Term, a  non-transferable  license,
with no right to grant sublicenses,  under the Patents in the Commercial Generic
Entry  Territory,  ** ****** and (ii) GSK hereby  grants to PAR,  for the period
comprising  the PR Supply Term,  a  non-transferable  license,  with no right to
grant sublicenses,  under the Patents in the PR Territory, ** ******only for the
purpose of ultimate sale by such  distributors  and other customers to consumers
in the PR  Territory.  For the  avoidance of doubt,  the Parties  agree that the
foregoing rights ** ****** GSK Supplied Product in the Commercial  Generic Entry
Territory  and the PR  Territory  shall  permit  PAR to conduct  all  activities
necessary for it ** ****** for the purpose of ultimate sale by such distributors
and other customers to consumers in the PR Territory  during the PR Supply Term,
which activities would, but for the license herein granted, infringe one or more
of the Patents; provided,  however, it is expressly understood that no rights to
make,  have  made,  sell,  have  sold,  or use the GSK  Supplied  Product in the
Competitive  Generic  Entry  Territory  and the PR  Territory,  and no rights to
import, make, have made, use, sell or offer for sale the GSK Supplied Product in
any other  region of the world,  are  granted to PAR or its  Affiliates  in this
Agreement, except as is otherwise set forth in Sections 2.1(a), 2.2 and 2.3. The
foregoing grant shall only be in effect for the period  comprising the PR Supply
Term and shall automatically terminate as of the PR Supply Termination Date.

           (c) For the time period  beginning on the PR Effective Date ** ******
unless this  Agreement  terminates or expires for any reason at an earlier date,
the license  granted in paragraph (a) of this Section shall be ** ****** For the

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avoidance of doubt,  the Parties hereby agree and  acknowledge  that ** ****** a
license  under  the  Patents  to sell or offer  for  sale  Product  bearing  any
trademark  other than  Paxil(R) for the purpose of ultimate sale to consumers in
the PR  Territory  during  the PR Supply  Term,  ** ******  and for the  further
avoidance of doubt,  the Parties  agree that ** ****** all rights to make,  have
made, use, sell to its distributors  and other customers,  offer for sale to its
distributors  and other customers and import Product (other than PAR Product) in
the PR Territory  during the term of the Agreement and all rights to make,  have
made, use, sell, offer for sale and import any other dosages or forms containing
Paroxetine  Hydrochloride in any form,  including any salt, hydrate or anhydrate
form during the PR Supply Term.

           ** ******

      Section 2.2  COMPETITIVE  GENERIC ENTRY  TERRITORY  INTELLECTUAL  PROPERTY
                   GRANT.

           (a) Effective as of the Competitive Generic Entry Effective Date, GSK
hereby grants to PAR, for the period  comprising the  Competitive  Generic Entry
Supply Term, a  non-transferable  license,  with no right to grant  sublicenses,
under the Patents in the Competitive Generic Entry Territory,  to offer for sale
and sell GSK  Supplied  Product and PAR  Product  (made by PAR  Sublicensees  in
accordance with Section 2.3(e)) to PAR's  distributors  and other customers only
for the  purpose of ultimate  sale by such  distributors  and other  customer to
consumers in the  Competitive  Generic  Entry  Territory.  For the  avoidance of
doubt,  the  Parties  agree that the  foregoing  right of selling  GSK  Supplied
Product and PAR Product in the Competitive  Generic Entry Territory shall permit
PAR to conduct all activities  necessary for it to sell GSK Supplied Product and
PAR Product to its  distributors and other customers for the purpose of ultimate
sale by such  distributors  and other  customer to consumers in the  Competitive
Generic Entry Territory during the Competitive  Generic Entry Supply Term, which
activities  would,  but for the license herein granted,  infringe one or more of
the Patents; PROVIDED,  HOWEVER, no rights to import, make, have made or use GSK
Supplied Product and PAR Product in the Competitive Generic Entry Territory, and
no  rights to  import,  make,  have  made,  use,  sell or offer for sale the GSK
Supplied  Product and PAR Product in any other region of the world,  are granted
to PAR or its Affiliates in this Agreement,  except as is otherwise set forth in
Sections 2.1 and 2.3. In the event the Competitive  Generic Entry Supply Term is

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suspended  pursuant to Section  4.2(b),  the foregoing  license  grant,  and the
Competitive  Generic Entry Supply Term shall also automatically be suspended for
the entirety of such  suspension  period,  and in the event such  suspension  is
lifted pursuant to Section 4.2(b),  the foregoing grant shall  automatically  be
reinstated.  The foregoing  license grant shall only be in effect for the period
comprising  the  Competitive  Generic Entry Supply Term and shall  automatically
terminate as of the Competitive Generic Entry Supply Termination Date.

           (b) For the time period  beginning on the  Competitive  Generic Entry
Effective  Date and  continuing  until the 723 Patent  Termination  Date, if the
Competitive  Generic  Entry Term begins by that date and unless  this  Agreement
terminates or expires for any reason at an earlier date, the license  granted in
paragraph (a) of this Section shall be ** ****** For the avoidance of doubt, the
Parties hereby agree and acknowledge  that ** ****** a license under the Patents
to sell or offer for sale Product  bearing any trademark other than Paxil(R) for
the purpose of ultimate  sale to  consumers  in the  Competitive  Generic  Entry
Territory  during the  Competitive  Generic Entry Supply Term but not beyond the
723 Patent Termination Date; and for the further avoidance of doubt, the Parties
agree  that  **  ******  all  rights  to  make,  have  made,  use,  sell  to its
distributors and other  customers,  offer for sale to its distributors and other
customers and import Product (other than PAR Product) in the Competitive Generic
Entry Territory  during the term of the Agreement,  and all rights to make, have
made, use, sell, offer for sale and import any other dosages or forms containing
Paroxetine  Hydrochloride in any form,  including any salt, hydrate or anhydrate
form during the Competitive Generic Entry Supply Term.

           ** ******

      Section 2.3   PAR PRODUCT INTELLECTUAL PROPERTY GRANT

           (a) Effective as of the PR Effective  Date, GSK hereby grants to PAR,
for the period comprising the PR Supply Term, a non-transferable  license,  with
no right to grant  sublicenses,  under the  Patents  in the PR  Territory  to **
****** PAR Product made by PAR  Sublicensees  in accordance with Section 2.3(e),
provided  that  such PAR  Product  is only used by PAR for sale or for offer for
sale in accordance  with the license  granted to PAR under Section  2.1(a).  The

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foregoing grant shall only be in effect for the period  comprising the PR Supply
Term and shall automatically terminate as of the PR Supply Termination Date.

           (b) Effective as of the Competitive Generic Entry Effective Date, GSK
hereby grants to PAR, for the period  comprising the  Competitive  Generic Entry
Supply Term, a  non-transferable  license,  with no right to grant  sublicenses,
under the Patents in the  Competitive  Generic Entry  Territory to ** ****** PAR
Product made by PAR  Sublicensees in accordance  with Section  2.3(e),  provided
that  such PAR  Product  is only  used by PAR for sale or for  offer for sale in
accordance with the license  granted to PAR under Section 2.2(a).  The foregoing
grant shall only be in effect for the period comprising the Competitive  Generic
Entry  Supply  Term and  shall  automatically  terminate  as of the  Competitive
Generic Entry Supply  Termination  Date.  ** ****** The foregoing  license grant
shall only be in effect for the period comprising the Competitive  Generic Entry
Supply Term and shall  automatically  terminate  as of the  Competitive  Generic
Entry Supply Termination Date.

           (c) For the time period  beginning on the PR Effective Date ** ******
unless this  Agreement  terminates or expires for any reason at an earlier date,
the license  granted in paragraph (a) of this Section shall be ** ****** For the
time period beginning on the Competitive  Generic Entry Effective Date ** ******
and unless  this  Agreement  terminates  or expires for any reason at an earlier
date,  the license  granted in paragraph  (b) of this Section shall be ** ******
For the avoidance of doubt,  the Parties  hereby agree and  acknowledge  that **
******  a  license  under  the  Patents  to  import  PAR  Product  made  by  PAR
Sublicensees  in  accordance  with  Section  2.3(e)  into  the PR  Territory  or
Competitive Generic Entry Territory,  whichever is applicable, ** ****** and for
the further  avoidance of doubt,  the Parties agree that ** ****** all rights to
make, have made, use, sell to its distributors  and other  customers,  offer for
sale to its distributors and other customers, and import Product (other than PAR
Product)  in the PR  Territory  and the  Competitive  Generic  Entry  Territory,
whichever is  applicable,  during the term of the  Agreement,  and all rights to
make, have made, use, sell, offer for sale and import any other dosages or forms
containing Paroxetine  Hydrochloride in any form, including any salt, hydrate or
anhydrate form.

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           ** ******

           (e) Effective as of the PR Effective  Date, GSK hereby grants to PAR,
for the period comprising the PR Supply Term, a non-transferable  license,  with
no right to grant sublicenses except as set forth in this Section 2.3(e),  under
the  Patents  in the  Competitive  Generic  Entry  Territory  **  ******  in the
Competitive  Generic  Entry  Territory  to **  ******  for the sole  purpose  of
enabling ** ****** With respect to such  capsules,  PAR may only utilize them as
follows:  (i)  during  the PR  Supply  Term - **  ******  the  PR  Territory  in
accordance  with the license  granted to PAR under  Section  2.3(a) and sell the
capsules or offer them for sale in  accordance  with the license  granted to PAR
under Section 2.1(a);  or (ii) during the Competitive  Generic Entry Supply Term
** ****** the Competitive Generic Entry Territory in accordance with the license
granted to PAR under Section 2.3(b) and sell the capsules or offer them for sale
in the  Competitive  Generic  Entry  Territory  in  accordance  with the license
granted  to PAR  under  Section  2.2(a).  **  ******  shall  be  known  as a PAR
Sublicensee, and the following shall be applicable with respect to each of them:

                (i) ** ******

                (ii) ** ******

                (iii) ** ******

                (iv) ** ******

                (v) ** ******

                (vi) ** ******

                (vii) ** ******

           The foregoing ** ******

           For the time  period  beginning  on the PR  Effective  Date ** ******
unless this  Agreement  terminates or expires for any reason at an earlier date,
the license  granted in this  paragraph  (e) with regard to capsules for sale in
the PR  Territory  shall be **  ******  For the  time  period  beginning  on the
Competitive  Entry Effective Date ** ****** unless this Agreement  terminates or

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expires for any reason at an earlier date, the license granted in this paragraph
(e) with regard to capsules for sale in the Competitive  Generic Entry Territory
shall be ** ****** For the  avoidance  of doubt,  the Parties  hereby  agree and
acknowledge that ** ****** in the Competitive  Generic Entry Territory ** ******
PAR Product during the PR Supply Term or Competitive  Generic Entry Supply Term,
as applicable, ** ******

           ** ******


      Section 2.4.  Nothing in this Agreement  shall be deemed or implied to be,
and the Parties  disclaim all implied rights to, the grant by any of the Parties
to the other Party of any right, title or interest in any Product,  intellectual
property rights (including the Patents), any formulation technology or know-how,
manufacturing technology or know-how, operating procedures,  marketing materials
or strategies,  intangibles,  material or proprietary rights of the other except
as are expressly set forth in this Agreement.

      Section 2.5 PAR hereby agrees and  acknowledges  that the licenses granted
to PAR by GSK pursuant to Sections 2.1 through 2.3 hereof, shall not, in any way
whatsoever,  give or grant PAR any rights to make, have made, import or sell PAR
Product approved under any GSK NDA, including, GSK's NDA Nos. 20-03 and 20-885.

                             ARTICLE III - PAYMENTS

      Section  3.1  ROYALTY  PAYMENTS.  In  consideration  of the rights and the
licenses granted by GSK to PAR under this Agreement and in consideration for GSK
supplying PAR with the GSK Supplied  Product in the Territories  under the terms
and conditions of this Agreement,  PAR shall make the following royalty payments
to GSK:

      ** ******

      Section 3.2.  ROYALTY  OBLIGATION  EFFECTIVE,  SUSPENSION AND  TERMINATION
DATES. PAR's PR Royalty obligation shall  automatically  become effective in the
PR Territory as of the  Effective  Date,  and PAR's  Competitive  Generic  Entry
Royalty  obligation  shall  automatically  become  effective in the  Competitive
Generic Entry  Territory as of the  Competitive  Generic Entry  Effective  Date.

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PAR's  Royalty  obligations  to  GSK in the  PR  Territory  shall  automatically
terminate as of the PR Supply  Termination Date,  provided that PAR shall notify
GSK of the amount of Product PAR and its Affiliates  then have on hand, the sale
of which would,  but for the termination,  be subject to Royalties,  and PAR and
its  Affiliates  shall  thereupon be permitted to sell that amount of Product in
accordance  with the  provisions of its license  under this  Agreement in the PR
Territory,  provided that PAR shall pay the Royalties thereon at the time herein
provided  for, and subject to the  provisions of this  Agreement.  PAR's Royalty
obligations  to  GSK  in  the   Competitive   Generic  Entry   Territory   shall
automatically  terminate as of the Competitive  Generic Entry Supply Termination
Date.  In the event the  Competitive  Generic  Entry  Supply  Term is  suspended
pursuant to Section 4.2(b),  PAR's Competitive  Generic Entry Royalty obligation
shall  also  automatically  be  suspended  and shall  not be in effect  for such
suspension  period,  provided that PAR shall notify GSK of the amount of Product
PAR and its Affiliates  then have on hand, the sale of which would,  but for the
termination, be subject to Royalties, and PAR and its Affiliates shall thereupon
be permitted to sell that amount of Product in accordance with the provisions of
its license under this  Agreement in the  Competitive  Generic Entry  Territory,
provided  that PAR shall pay the Royalties  thereon at the time herein  provided
for,  and  subject  to the  provisions  of this  Agreement.  In the  event  such
suspension is lifted pursuant to Section 4.2(b), PAR's Competitive Generic Entry
Royalty  obligation  shall  automatically  be  reinstated.  Notwithstanding  the
foregoing, GSK shall be entitled to receive from PAR all Royalties accrued prior
to any  suspension or  termination,  as  applicable,  of the  foregoing  Royalty
obligations.

      Section 3.3 NET SALES  REPORTING AND PAYMENT.  Within ** ****** days after
the end of each Calendar Quarter in which a sale of Product has been made by PAR
in the PR Territory or the  Competitive  Generic Entry  Territory (and within **
****** days after the date this  Agreement is  terminated  for any reason or the
date this Agreement expires,  as applicable),  PAR shall submit to GSK a written
report (the "Royalty  Report")  containing the following  information  regarding
such preceding Calendar Quarter:  an itemized  accounting and calculation of the
total Net Sales of  Product  (including  a  break-down  of PAR  Product  and GSK
Supplied  Product  sales  figures)  sold by PAR during such  preceding  Calendar
Quarter  in each  Territory  and the amount of any  Royalty  due GSK on such Net

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Sales, and such report shall include information in sufficient detail reasonably
necessary  for GSK to confirm the  accuracy of the amount of the  Royalties  due
GSK, if any, during such preceding  Calendar  Quarter.  All such Royalty Reports
shall  be  considered  GSK  Confidential   Information   under  this  Agreement.
Concurrent  with the submission of a Royalty Report to GSK, PAR shall also remit
payment  to GSK of any and all  Royalties  due GSK for such  preceding  Calendar
Quarter in the Territories.

      Section 3.4 LATE  PAYMENTS.  Any Royalty  payment due GSK from PAR that is
not paid on or before the date such  payment is due under this  Agreement  shall
bear interest at a rate ** ******

      Section 3.5 METHOD OF PAYMENT.  PAR shall make all Royalty payments to GSK
in lawful  money of the  United  States by  electronic  transfer  to an  account
designated  by GSK,  or by such other  means as may be agreed in advance by both
Parties.

      Section  3.6 TAXES.  All taxes and duties (and any  related  penalties  or
interest)  imposed on any payment by PAR to GSK ** ****** PAR and GSK shall bear
sole  responsibility for payment of compensation to their respective  personnel,
employees or  subcontractors  and for all employment  Taxes and withholding with
respect to such compensation pursuant to Applicable Law.

      Section 3.7  RECORDS.  PAR shall keep and require its  Affiliates  to keep
complete and accurate records of all sales of Product under the licenses granted
herein pursuant to Section 5.7.

      Section  3.8  AUDIT.  Upon  the  written  request  of GSK  (but  not  more
frequently  than once per calendar year),  GSK shall have the right,  during the
term of this  Agreement  and for one  year  thereafter,  to have an  independent
certified public accountant or like individual reasonably acceptable to PAR (the
"Auditor")  inspect  PAR's  records for the  preceding  ** ******  years for the
purpose of determining  the accuracy of PAR's Royalty Reports and the associated
Royalty payments made to GSK under this Agreement. ** ******

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                               ARTICLE IV - SUPPLY

      Section 4.1 PR SUPPLY TERM.

           (a)  Effective  as of  the PR  Effective  Date,  GSK  shall  use  its
commercially  reasonable  efforts  to  supply  PAR  with its  entire  commercial
requirements of GSK Supplied  Product for sale to PAR's  distributors  and other
customers  in the PR Territory  pursuant to the  provisions  of this  Agreement,
including those  provisions  regarding the timing of such supply.  PAR shall use
its  commercially  reasonable  efforts to sell Product to its  distributors  and
other  customers in the PR  Territory  pursuant to the terms hereof as of the PR
Effective  Date.  Such  supply  obligation  shall cease as of the earlier of: **
****** The period  between the PR Effective  Date and the PR Supply  Termination
Date shall be referred to herein as the "PR Supply Term".

           ** ******  Notwithstanding  anything to the  contrary,  the PR Supply
Term shall automatically terminate as of the earlier of the date upon which this
Agreement terminates or expires for any reason.

      Section 4.2 COMPETITIVE GENERIC ENTRY SUPPLY TERM.

           (a) Effective as of the Competitive Generic Entry Effective Date, GSK
shall use its  commercially  reasonable  efforts  to supply  PAR with its entire
commercial requirements of GSK Supplied Product for sale to its distributors and
other customers in the Competitive Generic Entry Territory pursuant to the terms
of this  Agreement,  including  those  provisions  regarding  the timing of such
supply. PAR shall use its commercially reasonable efforts to sell Product to its
distributors  and other  customers in the  Competitive  Generic Entry  Territory
pursuant to the terms hereof as of the Competitive Generic Entry Effective Date.
Such  supply  obligation  shall cease as of the earlier of: ** ****** The period
between the Competitive Generic Entry Effective Date and the Competitive Generic
Entry Supply  Termination  Date shall be referred to herein as the  "Competitive
Generic Entry Supply Term".

           (b) The Competitive  Generic Entry Supply Term shall be automatically
suspended ** ****** the suspension of the Competitive  Generic Entry Supply Term
shall be  automatically  lifted  and GSK  shall  resume  supplying  PAR with GSK
Supplied  Product,  and PAR shall resume selling Product to its distributors and

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other customers in the Competitive Generic Entry Territory pursuant to the terms
hereof  until  the  Competitive  Generic  Entry  Supply  Termination  Date.  The
suspension  mechanism set forth in this Section  4.2(b) may, if  applicable,  be
triggered  multiple times during the Competitive  Generic Entry Supply Term, and
any suspension of the Competitive Generic Entry Supply Term shall not extend the
Competitive  Generic  Entry  Supply Term beyond the  Competitive  Generic  Entry
Supply Termination Date.

               **  ******   Notwithstanding   anything  to  the  contrary,   the
Competitive  Generic Entry Supply Term shall  automatically  terminate as of the
earlier of the date upon  which this  Agreement  terminates  or expires  for any
reason.

         Section 4.3  SUPPLY TERMS.

               ** ******

               (b)  SPECIFICATIONS  AND SUPPLY. GSK hereby warrants that all GSK
Supplied  Product  shall be in fully  finished  form,  labeled and  packaged for
supply to the  ultimate  consumer.  GSK warrants  that all GSK Supplied  Product
shall meet the applicable  specifications and requirements set forth in SCHEDULE
4.3(B) hereto. GSK further warrants that all GSK Supplied Product shall be white
in color and embossed with the PAR logo, provided, however, ** ******

               (c)    ORDERING/FORECASTING.

                      (i)  Except as is set forth  below  with  regard to the PR
Initial Quantity and the Competitive Generic Entry Initial Quantity, at least **
****** days prior to the start of each Calendar  Quarter,  PAR shall provide GSK
with a written  estimate of the  quantities of GSK Supplied  Product it requires
during such Calendar  Quarter and the next ** ******  Calendar  Quarters in each
applicable  Territory.  Each of such quarterly estimates shall contain an update
of the  immediately  preceding  estimate  with  respect  to the  final ** ******
Calendar  Quarters referred to in such preceding  estimate.  PAR shall place its
firm order with GSK for its GSK Supplied Product requirements at least ** ******
in advance of the start of each  Calendar  Quarter,  and PAR shall  include with
each firm order a purchase order covering the quantities  contained in such firm

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order.  GSK shall respond within ** ******  Business Days to such firm order, in
the event GSK responds  other than  accepting the firm order,  the Parties shall
cooperate and use good faith  efforts to meet as closely as reasonably  possible
the schedule for delivery specified in the firm order, provided such schedule is
subject to the provisions of subsection (ii) below. ** ******

                      (ii) Each purchase  order shall  specify a delivery  date.
The  specified  delivery  date shall be at least ** ****** after the date of the
purchase  order.  Should a purchase order call for shipment of quantities of GSK
Supplied Product in excess of ** ****** of the immediately  preceding  estimated
requirements   previously  provided  to  GSK,  GSK  will  use  its  commercially
reasonable efforts,  but shall not be obligated,  to ship that portion of excess
by the dates instructed by PAR; provided, however, in no event shall GSK (or its
Affiliates)  have  any  obligation  to  forego  manufacture  of any  GSK (or its
Affiliates')  products on common  equipment  that would have a material  adverse
consequence  to GSK business in order to deliver GSK Supplied  Product to PAR in
excess of the preceding estimated requirements.  Notwithstanding anything to the
contrary,  PAR's firm orders for GSK Supplied  Product from GSK shall be in full
batch quantities or full multiples  thereof as specified in SCHEDULE 4.3(B) with
regard to specific dose sizes.

                      ** ******

               (d)    ADDITIONAL PR TERRITORY ORDERING REQUIREMENTS. With regard
to orders  submitted by PAR to GSK for GSK Supplied Product to be sold in the PR
Territory:


                      (i)  Attached  hereto as SCHEDULE  4.3(D),  is PAR's first
estimate of its  requirements  of GSK Supplied  Product for the PR Territory for
the four (4) Calendar Quarters following the PR Effective Date and such estimate
** ****** and

                      (ii)  After  the  first  written  estimate  set  forth  in
Subparagraph (i) above, each of such quarterly estimates shall contain an update
of the  immediately  preceding  quarterly  estimate with respect to the final **
******  Calendar  Quarters  referred to in such  preceding  estimate,  and shall
include  market  information  for the PR  Territory  that is  reasonably  deemed

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accurate  and reliable by GSK in order to justify the  requirements  outlined in
such estimate; and


               (e)    AUDIT RIGHTS.  GSK shall have the right,  at its own cost,
to audit Product  prescriptions  by patients in each of the PR Territory and the
Competitive Generic Entry Territory. In the event that GSK determines that PAR's
supply  of  Product  exceeds  the  quantity  of  Product  prescriptions  in  the
applicable  Territory  ** ****** GSK shall have the right to deduct  such excess
quantity from PAR's future supply  requirements  for GSK Supplied Product in the
applicable Territory. In the event PAR disagrees such GSK deduction, it shall so
notify GSK of the reasons  for its  disagreement,  in  writing,  and the Parties
shall use good faith  efforts to  attempt  to resolve  such  dispute in a timely
manner.

               (f)    INITIAL QUANTITY.

                      (i)    The PR Initial Quantity shall equal ** ******

                      (ii)   The  Competitive  Generic  Entry  Initial  Quantity
shall  equal ** ****** of Product ** ****** it being  understood  that GSK shall
supply ** ****** of Product ** ****** later.

                      (iii)  As  soon as is  reasonably  possible  after  the PR
Effective  Date,  GSK shall  supply to PAR the PR  Initial  Quantity  of the GSK
Supplied Product for sale in the PR Territory pursuant to the provisions of this
Agreement.  GSK  shall use its  reasonable  efforts,  based  upon  reliable  and
publicly available information that the Competitive Generic Entry Effective Date
appears  imminent,  ** ****** GSK hereby  agrees to use its  reasonable  efforts
to,** ****** GSK and PAR shall reasonably co-operate in organizing the logistics
of such shipping of the  Competitive  Generic Entry Initial  Quantity,  and such
co-operation shall include PAR providing GSK with all information  necessary for
GSK to make such shipments.

                      (iv)   GSK and PAR shall use their commercially reasonable
efforts to make all reasonable  manufacturing  preparations  to enable GSK to be
able to meet the obligations set forth in subsection  (iii) above, and as of the
Execution Date, GSK and PAR shall exercise their reasonable  efforts,  and shall
co-operate with each other, to obtain all necessary certifications,  permits and
other  registrations  required  pursuant  to  Applicable  Law to  enable  GSK to
manufacture and supply,  and PAR to sell, the GSK Supplied  Product  pursuant to
the provisions of this Agreement.

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                      (v) With  regard to the  initial  quantities  set forth in
subsections  (i) and  (ii)  above,  within  ten (10)  Business  Days  after  the
Execution  Date,  PAR shall  submit  to GSK,  in  writing,  a  breakdown  of the
applicable dosage forms of such initial quantities.

                      ** ******

               (g)  LABELING.  After  receipt from GSK,  PAR and its  Affiliates
shall not alter or in any way change the labels,  package inserts or trade dress
of any GSK  Supplied  Product  supplied  to it by GSK,  and  shall  require  its
customers to expressly undertake this same obligation. The labels on each bottle
of Product  (including PAR Product),  to the extent permitted by Applicable Law,
will  expressly  state that the Product  contained  therein is licensed only for
ultimate use by patients  residing in the  applicable  Territory,  and any other
sale or use is not  licensed  under  GSK's  patents  and will be  considered  an
infringement of GSK's intellectual property rights. All GSK Supplied Product and
PAR Product labels,  package inserts or trade dress shall be approved in advance
by GSK and  shall  comply  with  Applicable  Law  (including  the  terms  of the
applicable Product's NDA). Except with respect to information provided to GSK by
PAR, GSK shall be  responsible  for  ensuring  the  accuracy of all  information
contained on all GSK labels and  labeling for the GSK Supplied  Products and for
the compliance of all such labels and labeling with  Applicable  Law. Should PAR
desire or be  required to make any change in any such  labels or  labeling,  PAR
shall be responsible  for the updating of all artwork and text  associated  with
such change and  providing  such  changes to GSK.  GSK shall make all  necessary
arrangements for such changed labels or labeling to be printed and shall provide
to PAR  printer's  proofs for PAR's review.  PAR shall,  within two (2) weeks of
receipt of said printer's proofs,  either provide GSK any necessary  corrections
thereto or notify GSK of its approval of such proofs.  PAR shall  reimburse  GSK
for the cost of making such  corrections and of preparing the proofs of such new
labels or labeling,  as well as all other costs  associated with such new labels
or  labeling.  If a change of labels or  labeling  requested  by PAR  results in
obsolete  inventory of former labels or labeling that GSK cannot  otherwise use,
PAR  shall  reimburse  GSK for the  direct  costs  of up to six  (6)  months  of
inventory of such obsolete labels or labeling.

               (h) MANUFACTURING. GSK may manufacture ** ****** All GSK Supplied
Product shall be manufactured  and supplied to PAR in compliance with Applicable
Law, including cGMP standards. ** ******

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All PAR Product shall be  manufactured  and supplied to PAR in  compliance  with
Applicable  Law,  including  cGMP  standards,   in  FDA  approved  manufacturing
facilities.


               (i)  DELIVERY.  GSK shall  deliver  to PAR all such GSK  Supplied
Product as may be ordered by PAR under a purchase  order  issued to GSK pursuant
to this  Agreement ** ******  Nothing  herein shall be construed as limiting the
Parties'  ability to mutually  agree in writing to any  adjustment to a delivery
date without any  modification  to a then  outstanding  purchase  order or order
forecast. GSK shall provide a certificate of analysis to PAR for each lot of GSK
Supplied Product shipped to PAR.

               (j)  REJECTION.  Within  **  ******  days of  receipt  of any GSK
Supplied  Product,  PAR may perform  appropriate  samplings and  inspections  to
determine  whether the GSK Supplied Product meets the applicable  specifications
set forth in SCHEDULE 4.3(B). Any GSK Supplied Product not refused by PAR within
** ******  days of receipt of shipment  shall be deemed  accepted by PAR. If PAR
wishes to refuse acceptance,  PAR shall within such ** ****** days' time, inform
GSK in writing of its refusal to accept the batch(s),  and the reasons therefor.
In the event that PAR refuses or revokes  acceptance,  GSK, upon confirmation of
the reasons for refusal of the GSK Supplied  Product,  shall use its  reasonable
efforts to replace the  defective  GSK Supplied  Product.  If GSK and PAR do not
agree on the refusal or rejection of GSK Supplied Product, then either Party may
refer the matter for final  analysis  to a  specialized  laboratory  of national
reputation  acceptable  to both  Parties  for the  purpose  of  determining  the
results.  Any  determination  by such  laboratory  shall be  binding  upon  both
Parties.  The cost of any such testing and  evaluation by an  independent  third
party shall be borne by PAR if it is determined that the Product conforms to the
requirements of this Agreement, and by GSK if determined that it does not.


        Section 4.4

               (a)    COVENANTS.  PAR hereby  agrees,  represents  and covenants
that it shall, and it shall ensure that its Affiliates likewise agree, represent
and covenant, for the Term:

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                      (i)    not seek or accommodate customers, or establish any
branch or maintain any  distribution  depot,  for Product outside the applicable
Territory;

                      (ii)   impose,   as  an   essential   condition  of  doing
business,  upon its Third Party  distributors and other customers for Product in
the  applicable  Territory  contractual  obligations  not to seek or accommodate
customers,  or establish any branch or maintain any distribution  depot, for the
Product outside of the applicable Territory;

                      (iii)  restrict its marketing,  promotion,  advertisement,
sale and distribution of the Product solely within the applicable Territory,  in
accordance  with the  Applicable  Laws,  and PAR shall  impose,  as an essential
condition  of doing  business,  upon its  distributors  and  other  customers  a
contractual obligation to observe the same;

                      (iv)   not sell, market, promote, advertise, or distribute
the Product  outside  the  applicable  Territory,  and PAR shall  impose,  as an
essential condition of doing business, upon its distributors and other customers
a contractual obligation to observe the same;

                      (v)    not knowingly, directly or indirectly, sell Product
to any Third Party in the Territory for resale outside the applicable Territory;
and

                      (vi)   not sell Product via the Internet,  or sell Product
via mail order  outside of the PR  Territory  prior to the  Competitive  Generic
Entry Effective Date, or sell Product via mail order outside of the PR Territory
and Territory after the Competitive  Generic Entry Effective Date, and PAR shall
impose, as an essential  condition of doing business,  upon its distributors and
other customers a contractual obligation to observe the same; and

                      (vii)  except as is  otherwise  expressly  provided for in
this Agreement, ** ******

The foregoing constitute certain of the essential obligations  undertaken by PAR
hereunder (and with regard to PAR's  distributors and other  customers,  via the
applicable  contractual  obligation),  and the violation  of, or  non-compliance
with,  any  of the  foregoing  shall  constitute  a  breach  of  such  essential
provisions  and this  Agreement  and thereby  entitle GSK to exercise all rights

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available to it under this Agreement and pursuant to Applicable  Law,  including
the termination of this Agreement.  In addition to the foregoing,  PAR shall (i)
exercise  its  reasonable  commercial  efforts  to ensure its  distributors  and
customers do not ship, sell or otherwise  distribute Product for ultimate use by
patients outside the Commercial  Generic Entry Territory,  and (ii) exercise its
reasonable  commercial  efforts to ensure its  distributors and customers do not
ship, sell or otherwise  distribute Product for ultimate use by patients outside
the PR Territory.

               (b)    With regard to the PR Territory,  ** ****** subject to the
terms and conditions of this Agreement.

        Section 4.5   PHARMACOVIGILANCE.

               (a)    PAR shall  promptly  notify GSK (with such  notice made to
the  contact  listed  below)  of all  information  coming  into  its  possession
concerning  adverse event or pregnancy  reports  associated  with  commercial or
clinical  uses,  studies,  investigations  or tests  with GSK  Supplied  Product
(animal  or  human),  throughout  the world,  whether  or not  determined  to be
attributable  to  GSK  Supplied  Product  within  the  scope  of 21  C.F.R.  ss.
14.80(c)(iii)  ("Adverse  Event  Reports"),  and PAR shall transmit such Adverse
Event  Reports to GSK so that they are  received by GSK within two (2)  Business
Days after receipt by PAR, or such other reporting  period as may be required by
Applicable  Law. GSK shall promptly notify PAR of any Adverse Event Reports that
require the cessation or substantial  alteration of the activities  contemplated
under this  Agreement.  Also, GSK will notify PAR in writing of any GSK Supplied
Product   labeling  change   requirements   pursuant  to  Applicable  Law.  Such
notification  shall be made  within a  reasonable  time  period  after  such GSK
Supplied  Product  labeling  change is made.  PAR shall submit all Adverse Event
Reports to:

               Post Marketing Group
               GlaxoSmithKline
               Upper Providence
               FAX no: (610) 917- 4826


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               Contact:      Christina Cauterucci
                             Director - Post Marketing Group (Upper Providence)
                             Global Clinical Safety and Pharmacovigilance
                             (610) 917- 4794; or


                             Heidi Cunning
                             Director - Quality Management (Upper Providence)
                             Global Clinical Safety and Pharmacovigilance
                             (610) 917-5747)

               (b)    GSK shall be responsible  for processing and submitting to
the  applicable  authorities  or agencies all Adverse  Event Reports and Product
complaint reports  regarding GSK Supplied Product.  GSK and PAR will collaborate
in good faith in  developing  procedures  for  providing to GSK any  information
coming into PAR's  possession  concerning  adverse events or Product  complaints
with GSK Supplied Product.

               (c)    For the avoidance of doubt,  the Parties agree that GSK **
******

              ARTICLE V - REPRESENTATIONS, WARRANTIES AND COVENANTS

        Section 5.1   MUTUAL REPRESENTATIONS AND WARRANTIES. Each of GSK and PAR
hereby  represent,  warrant and covenant to the other Party as of the  Execution
Date, as follows:

               (a)    It is an entity duly organized, validly existing and is in
good standing  under the laws of its  jurisdictions  of  formation,  and has all
requisite power and authority,  corporate or otherwise, to execute,  deliver and
perform this Agreement.

               (b)    The execution,  delivery and performance of this Agreement
have been duly authorized by all necessary  corporate action and do not and will
not (i) require any consent or approval of its  stockholders,  (ii)  violate any
provision  of any  Applicable  Law  or  any  provision  of  its  certificate  of
incorporation,  by-laws or other founding document,  or (iii) result in a breach
of or constitute a default

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under  any  material  agreement,  mortgage,  lease,  license,  permit  or  other
instrument or obligation to which it is a party or by which it or its properties
may be bound or affected.

               (c)    It is  not  currently  debarred,  suspended  or  otherwise
excluded by any government agency from receiving government contracts, nor is it
or any of its employees  disbarred under the applicable  provisions of the Food,
Drug, and Cosmetic Act.

               (d)    It is not under any  obligation  to any  Third  Party,  or
entity,  contractual or otherwise,  that is conflicting or  inconsistent  in any
respect  with the terms of this  Agreement or that would impede the diligent and
complete fulfillment of its obligations hereunder.

               (e)    This  Agreement is a legal,  valid and binding  obligation
enforceable  against it in accordance with its terms and  conditions,  except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
moratorium,  reorganization  or  similar  laws,  from  time to  time in  effect,
affecting creditor's rights generally.

        Section 5.2   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations,  warranties  and  covenants  contained  in this Article V shall
survive  the  execution,  delivery  and  performance  of this  Agreement  by the
Parties.

        Section 5.3   REPRESENTATIONS/COVENANTS.

               (a)    Each Party  hereby  agrees,  represents  and  covenants it
shall perform all of its  respective  obligations,  responsibilities  and duties
under this Agreement in full compliance with all Applicable Law, and in no event
shall  either  Party be required  to conduct any  activities  or  undertake  any
actions hereunder that are contrary to Applicable Law.

               (b)    PAR agrees,  represents  and  covenants it shall cause its
employees responsible for the distribution,  sale or promotion of Product in the
Territories  to comply with all  Applicable  Laws  regarding  the  promotion and
marketing  of Product,  including,  but not limited to, with respect to the U.S.
Federal Food, Drug and Cosmetics Act of 1938, as amended,  and the  Prescription
Drug Marketing Act of 1987, as amended.

               (c)    Each of GSK and PAR agrees,  represents  and  covenants it
shall cause its  employees  responsible  for the supply,  distribution,  sale or

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promotion of Product in the  Territories  to act in accordance  with the highest
standards of the industry and in a  professional,  ethical and lawful manner and
consistent  with the same diligence used with regard to other Products  marketed
by GSK and PAR, respectively.

               (d)    PAR agrees, represents and covenants it shall use its best
efforts to ensure that its employees  responsible for the distribution,  sale or
promotion  of  Product  in  the  Territories   shall  not  make  any  statement,
representation or warranty,  oral or written,  to any Third Party concerning use
of Product  that is  inconsistent  with,  or  contrary  to, the  then-applicable
approved FDA labeling for Product.

               (e)    GSK  agrees,  represents,  and  covenants  that  it  shall
manufacture GSK Supplied Product in accordance with cGMP.

               (f)    GSK  agrees,  represents,  and  covenants  that  it  shall
manufacture GSK Supplied  Product in accordance with its  specifications  in its
NDA(s) for Product.

               (g)    GSK  agrees,  represents,  and  covenants  that it  shall,
within five (5) Business  Days after GSK's  receipt  thereof,  inform PAR of any
adverse  manufacturing  notice to GSK affecting the  manufacture of GSK Supplied
Product  including an FDA Form 483 warning letter,  a consent  decree,  or other
regulatory action.

               (h)    Each  of  GSK  and  PAR  hereby  agrees,  represents,  and
covenants to the other Party that it has not since  February  26, 2003  entered,
and will not after the Execution  Date enter,  into any  obligation to any Third
Party,  contractual or otherwise,  that is conflicting  or  inconsistent  in any
respect  with the terms of this  Agreement or that would impede the diligent and
complete fulfillment of its obligations hereunder.

               (i)    GSK shall  not,  during  the Term,  withdraw  its NDA Nos.
20-03 or 20-885, provided, however, GSK shall be entitled to withdraw such NDAs:
(i) pursuant to an FDA (or other regulatory  agency) request,  advisory or order
to withdraw such NDAs; or (ii) or upon a good faith  determination by GSK or the
FDA (or other  regulatory  agency) that the  applicable  Product is not safe, or
effective for use in accordance with the approved label.

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        Section 5.4 PAR hereby  acknowledges  and agrees that,  except as is set
forth in Section 2.3(e), it may not sublicense,  subcontract, or delegate to any
Third  Party  all or  part of the  rights  and  obligations  of PAR  under  this
Agreement,  and shall not grant any Third  Party any rights to market,  promote,
advertise,  distribute or sell the Product,  except as is  explicitly  set forth
herein.

        Section 5.5 Notwithstanding  anything in this Agreement to the contrary,
the Parties  acknowledge and agree that no rights are conveyed to PAR under this
Agreement  with respect to  distributing,  marketing,  selling or promoting  the
Product as non-prescription  drugs in the  over-the-counter  market or any other
market,  and PAR further  acknowledges and agrees that neither it nor any of its
Affiliates  shall engage in any  marketing,  promotion,  advertisement,  sale or
distribution of Product as non-prescription drugs in the over-the-counter market
or any other markets.

        Section  5.6 PAR  hereby  acknowledges  and  agrees  that,  except as is
expressly set forth  herein,  nothing in this  Agreement  shall grant to PAR any
rights to any new formulations, indications, dosages, forms of administration or
other  presentations of Product at any time derived or developed by or on behalf
of GSK (or its Affiliates),  or any other Product, compound or molecule owned or
controlled by GSK (or its Affiliates).

        Section 5.7 Each of GSK and PAR shall keep complete and accurate written
records of all of its activities  associated with or regarding this Agreement to
the extent commercially  reasonably possible.  All such applicable records shall
be  maintained  by GSK or  PAR,  as  applicable,  for  the  period  required  by
Applicable  Law or a period of **  ******  years  from the date of the  record's
creation, whichever is longer.

        Section 5.8   REGULATORY MATTERS.

               (a)    GSK shall obtain,  maintain, or shall cause to be obtained
or maintained,  all regulatory and governmental permits,  licenses and approvals
for the GSK  Supplied  Product  supplied  to PAR that are  necessary  for GSK to
manufacture  and ship the GSK  Supplied  Product to PAR in  accordance  with the
terms of this  Agreement  and  Applicable  Law. GSK warrants  that it has an FDA

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approved NDA(s) and Drug Master File(s) for the GSK Supplied  Product,  and that
it has  appropriate  registrations,  approvals,  facilities  and the  ability to
manufacture  the GSK Supplied  Product in accordance  with cGMPs and  Applicable
Law.  In  addition  to  fulfilling  other  regulatory  requirements  pursuant to
Applicable Law, PAR shall obtain its own labeler code and its own NDC for use in
connection with the sale of Product pursuant to the terms and conditions of this
Agreement,  and will  promptly  provide  such  information  to GSK as needed for
inclusion on the Product labeling.

               (b)    During the Term of this Agreement, GSK will be responsible
for any required reporting of matters regarding the manufacture,  integrity, and
conformance  to  specifications  of GSK  Supplied  Product for PAR to the FDA in
accordance  with Applicable Law. GSK shall furnish copies of such reports to PAR
within ** ******  Business  Days of submission to FDA. GSK shall also advise PAR
within ** ****** Business Days of any occurrences or information  that arise out
of GSK's  manufacturing  activities that have or could reasonably be expected to
have adverse regulatory compliance or reporting  consequences  concerning any of
the GSK Supplied Product previously supplied to PAR.

               (c)    GSK shall be  responsible  for handling and  responding to
any FDA or other governmental agency inspections with respect to the manufacture
of the GSK Supplied  Product  supplied to PAR during the Term. GSK shall provide
to  PAR  any   information   reasonably   requested   by  PAR  (subject  to  any
confidentiality  restrictions  or  obligations  to which GSK is subject) and all
information  requested  by  any  governmental  agency  in  connection  with  any
governmental inspection related to the GSK Supplied Product supplied to PAR.

               (d)    For the avoidance of doubt,  the Parties agree that GSK **
******

        Section 5.9.  BUSINESS OPERATIONS.

               (a)    PRODUCT  COMPLAINTS.  GSK  shall  have the sole  right and
responsibility  in the Territories  for: (i) responding to GSK Supplied  Product
quality  complaints  relating to GSK Supplied Product.  PAR shall within two (2)
Business  Days after  receiving  a Product  quality  complaint  relating  to GSK
Supplied  Product,  refer  any  such  Product  quality  complaints  it  receives
regarding  GSK  Supplied  Product  to  GSK.  GSK and PAR  shall  collaborate  in

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developing procedures for providing information on Product quality complaints to
PAR for response.

               (b) RECALLS,   WITHDRAWALS,   FIELD   ALERTS   AND  OTHER   FIELD
CORRECTIONS.

                      (i)    PAR shall promptly  provide to GSK any  information
obtained by it suggesting that a recall,  field alert,  Product  withdrawal,  or
other  field  action  relating to GSK  Supplied  Product  (hereinafter  "Product
Action")  is or may be  necessary.  Further,  PAR  shall  cooperate  with GSK in
obtaining any  additional  information  that may bear upon whether to initiate a
Product  Action.  The final  decision  regarding  whether to  initiate a Product
Action shall, however, rest with GSK.

                      (ii)   GSK shall  provide  PAR with  prompt  notice of any
determination  by GSK to initiate a Product  Action,  and PAR shall  immediately
comply with all reasonable  applicable policies  established by GSK from time to
time and  communicated  to PAR in  order to  effectuate  such  Product  Actions.
Further,  PAR shall undertake whatever assistance may be reasonably requested by
GSK to  facilitate  a Product  Action,  including  but not  limited to  ensuring
dissemination  of  information  to its  distributors  and  other  customers  and
administering  the  retention,  return and  disposition  of the  applicable  GSK
Supplied Product inventory in the applicable Territory.

                      (iii)  The costs of any Product  Actions shall be borne **
****** provided, however, ** ******

               (c)    For the avoidance of doubt,  the Parties agree that GSK **
******

        Section  5.10 During the Term,  the Parties  shall  notify each other as
soon as  practicable  of any  circumstances  of which they are aware which arise
whereby the integrity and reputation of Product or of the Parties are threatened
by the  unlawful  activity of any Third  Party in  relation  to Product,  or any
evidence or incidents of the manufacturing, marketing or sale of Product outside
the applicable Territory by any Third Party (other than GSK and its Affiliates),
which circumstances shall include, by way of illustration,  deliberate tampering
with or  contamination  of  Product by any Third  Party as a means of  extorting
payment from the Parties or another Third Party. In any such circumstances,  the

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Parties shall, to a reasonable extent,  cooperate fully to limit any loss to the
Parties.

        Section 5.11 EXCEPT FOR THE EXPRESS WARRANTIES AND  REPRESENTATIONS  AND
COVENANTS  CONTAINED  IN THIS  AGREEMENT,  NEITHER  PAR NOR GSK MAKES,  AND EACH
HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR
IMPLIED,  WHETHER  IN FACT  OR IN  LAW,  INCLUDING  WITHOUT  LIMITATION  IMPLIED
WARRANTIES  OF   MERCHANTABILITY   OR  FITNESS  FOR  A  PARTICULAR   PURPOSE  OR
NON-INFRINGEMENT.


                       ARTICLE VI - INTELLECTUAL PROPERTY
                          AND CONFIDENTIAL INFORMATION


        Section 6.1   OWNERSHIP OF PRE-EXISTING  INTELLECTUAL  PROPERTY  RIGHTS.
Any  intellectual  property  rights  (including  patents,  patent  applications,
copyrights,  trade  dress and  trademarks)  owned by either  Party  prior to the
Execution  Date shall  remain  solely  owned by such Party.  Each of GSK and PAR
shall not during the Term, or at any time  thereafter,  represent or assert that
it is the owner of any such  intellectual  property  rights of the other  Party,
whether or not such  rights are  registered.  For the  avoidance  of doubt,  the
Parties  agree  that  each of GSK  and  PAR  shall  have  no  rights  to use any
trademark,  housemark,  copyright,  or  trade  dress,  of  the  other,  and  PAR
specifically has no right, directly or indirectly, to use the Paxil(R) trademark
for any  purpose.  Except as otherwise  explicitly  provided  herein,  no right,
express or implied,  is granted by the  Agreement  to use in any manner the name
"GSK," "PAR," or "GlaxoSmithKline" or the name of any Affiliate of any Party.


        Section 6.2   CONFIDENTIAL INFORMATION,  PUBLICITY AND PUBLICATION.  PAR
and  GSK  each  hereby   recognize  and  acknowledge   that  the  other  Party's
Confidential  Information  constitutes  valuable and  confidential  information.
Subject to other express  provisions of this  Agreement,  GSK and PAR each agree
that  during the Term,  and for a period of five (5) years  after the  effective
date of  termination  for any reason of this Agreement or the date of expiration
of the expiration hereof:

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               (a)    the Parties shall not disclose, directly or indirectly, in
any manner whatsoever to any Third Parties any Confidential Information received
from the other  Party (the  "Disclosing  Party")  without  first  obtaining  the
written consent of the Disclosing Party, and the other Party ("Recipient") shall
keep confidential,  all of the Disclosing Party's Confidential  Information that
is disclosed  to  Recipient.  Recipient  agrees to use the same level of care in
safeguarding the Disclosing Party's Confidential Information that Recipient uses
with its own confidential  information of a similar nature, but in no event less
than  reasonable  care.  Recipient  shall restrict  disclosure of the Disclosing
Party's  Confidential  Information  solely to those of its (or its  Affiliate's)
employees or representatives having a need to know such Confidential Information
in order to accomplish  the purposes of this  Agreement.  Each Party  represents
that its respective  employees and  representatives who shall have access to the
Confidential  Information of the  Disclosing  Party are bound by an Agreement to
maintain such  Confidential  Information in accordance with the  confidentiality
obligations set forth in this Article VI.

               (b)    Recipient   shall   not   use   the   Disclosing   Party's
Confidential   Information  in  any  manner  whatsoever  other  than  solely  in
connection with the performance of its obligations under this Agreement.

               (c)    Except as expressly set forth herein, Recipient shall not,
directly or indirectly,  without the Disclosing  Party's prior written  consent,
disclose  in any  manner  whatsoever  to any  Third  Party  the  fact  that  the
Disclosing Party's Confidential Information exists or has been made available to
Recipient.

               (d)    In the  event  Recipient  is  requested  pursuant  to,  or
required  by,  Applicable  Law  to  disclose  any  of  the  Disclosing   Party's
Confidential  Information,  it will notify the Disclosing Party promptly so that
the Disclosing Party may seek a protective order or other appropriate remedy or,
in  the  Disclosing   Party's  sole   discretion,   waive  compliance  with  the
confidentiality provisions of this Agreement. At the Disclosing Party's expense,
Recipient will  co-operate in all reasonable  respects,  in connection  with any
reasonable actions to be taken for the foregoing  purpose.  In the event that no
such protective order or other remedy is obtained,  or that the Disclosing Party
waives  compliance  with  the  confidentiality  provisions  of  this  Agreement,
Recipient will,  without liability  hereunder,  furnish only that portion of the
Confidential  Information  which  Recipient is advised by its counsel is legally

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required,  and Recipient  will exercise  reasonable  efforts to obtain  reliable
assurances that confidential  treatment will be accorded the Disclosing  Party's
Confidential Information.

               (e)    Upon the date of the  expiration  or  termination  of this
Agreement  for any reason,  either  Party may request in writing,  and the other
Party shall either:  (i) promptly  destroy all copies of the requesting  Party's
Confidential  Information  in the possession of the other Party and confirm such
destruction in writing to the requesting  Party; or (ii) promptly deliver to the
requesting Party, at the other Party's expense,  all copies of such Confidential
Information in the possession of the other Party,  provided,  however, the other
Party  shall be  permitted  to  retain  one (1) copy of the  requesting  Party's
Confidential  Information  for the sole purpose of  determining  any  continuing
obligations  hereunder.  Additionally,  both Parties shall immediately cease all
use of the other Party's Confidential Information including, without limitation,
removing all  references  to such  Confidential  Information  from its analyses,
compilations,  studies or other documents.  All Confidential  Information  shall
continue to be subject to the terms of this  Agreement  for the period set forth
in this Section 6.2.

               (f)    Each Party represents and warrants to the other Party that
it has, and shall have, all right,  title, and ownership  interest in and to its
Confidential  Information  or it has, and shall have,  the right to disclose its
Confidential  Information to the other Party. Each Party may seek to enforce all
rights and legal remedies available under this Article VI or by law,  including,
without limitation,  injunctive relief, specific performance and other equitable
remedies in the event of a breach of the  provisions  of this  Article VI by the
other Party.

               (g)    Recipient  shall cause its Affiliates to observe the terms
of this  Article  VI  hereof,  and shall be  responsible  for any  breach of its
provisions by any of its Affiliates.

               (h)    Notwithstanding  the  provisions  of this  Article VI, the
Parties agree that nothing  contained in this Article VI shall prevent Recipient
in any way whatsoever from disclosing any of the Disclosing Party's Confidential
Information,   without  obtaining  Disclosing  Party's  prior  consent,  to  any
Affiliate  of  Recipient  or to any Third Party for the  purposes of  conducting
their  respective  rights and obligations  under this  Agreement,  provided such
Third Party has  undertaken  an obligation  of  confidentiality  similar to such

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obligations  contained  in Article  VI herein  with  respect  to the  Disclosing
Party's Confidential Information.

        Section 6.3   PUBLICITY.  No public  announcement or other disclosure to
any Third Party in any manner whatsoever  concerning the existence of, terms, or
subject matter of this Agreement  shall be made,  either directly or indirectly,
by any Party,  except, in the opinion of legal counsel for the party desiring to
make such announcement,  publicity or disclosure,  as may be legally required by
Applicable  Law,  without  first  obtaining  the approval of the other Party and
agreement upon the nature and text of such announcement, publicity or disclosure
which such agreement and approval shall not be unreasonably  withheld. The Party
desiring to make any such announcement, publicity or disclosure (including those
which  are  legally  required)  shall  inform  the other  Party of the  proposed
announcement  or  disclosure  in  reasonably  sufficient  time  prior to  public
release,  which shall be not less than ** ****** days (or such shorter period as
the  Parties  may agree  upon in  writing)  prior to  release  of such  proposed
announcement,  publicity or disclosure, and shall provide the other Party with a
written  copy  thereof in order to allow such other  Party to comment  upon such
announcement,   publicity  or  disclosure.  Each  Party  agrees  that  it  shall
co-operate  fully with the other with respect to all disclosures  regarding this
Agreement to any  governmental or regulatory  agencies,  including  requests for
confidential  treatment of  proprietary  information of either Party included in
any such disclosure.

        Section 6.4   PUBLICATION.  PAR shall not submit for written, electronic
or oral  publication  any  document,  manuscript,  abstract  or the  like  which
includes any data,  results or any other information  regarding,  related to, or
associated  with this Agreement  other than  submissions  required by Applicable
Law, subject to Section 6.2(d).  Any PAR contributions  shall be acknowledged in
any GSK publication.

        Section 6.5   PAR  hereby  represents,  warrants  and  covenants,  after
consultation with its legal counsel, that:

               (a)    the  act  of  executing  this  Agreement,  the  Settlement
Agreement,  the Proposed Order of Dismissal, or any of them, does not trigger or
otherwise  instigate any  reporting,  filing or other  disclosure  obligation on
PAR's (or any of its  Affiliate's)  behalf pursuant to Applicable Law (including

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any U.S. Securities Exchange Commission  reporting or disclosure  obligations or
requirements)  until  the U.S.  District  Court  for the  Northern  District  of
Illinois enters the Proposed Order of Dismissal; provided, however,

               (b)    notwithstanding  Section 6.2(d),  if the execution of this
Agreement,  the Settlement Agreement, the Proposed Order of Dismissal, or any of
them  were to  trigger  or  otherwise  instigate  a  reporting,  filing or other
disclosure  obligation on PAR's (or any of its  Affiliate's)  behalf pursuant to
Applicable  Law prior to the U.S.  District  Court for the Northern  District of
Illinois entering the Proposed Order of Dismissal,  PAR shall immediately notify
GSK of such obligation,  and PAR further agrees not to make, file, or issue such
report, filing or disclosure, directly or indirectly, until the Parties, in good
faith,  agree  upon the  content,  media and  timing of such  report,  filing or
disclosure.

        Section 6.6   Nothing in this Agreement shall be construed as preventing
or in any way  inhibiting  either  Party  from  complying  with  Applicable  Law
governing activities and obligations  undertaken pursuant to this Agreement,  in
any manner which it reasonably deems  appropriate,  including,  for example,  by
disclosing to regulatory authorities  confidential or other information received
from the other Party, subject to Section 6.2(d).


                       ARTICLE VII - TERM AND TERMINATION


        Section 7.1   TERM.  This  Agreement  shall  become  effective as of the
Execution  Date  and,  unless  sooner  terminated  as  provided  herein,   shall
automatically  expire as of the date the last existing Supply Term expires or is
terminated  (the "Term"),  provided that the Parties shall submit the Agreement,
the  Settlement  Agreement,  and the Proposed  Order of Dismissal to the Federal
Trade Commission ("Commission") Bureau of Competition ("Bureau") for review. The
Parties agree to fully cooperate with any Bureau investigation that may ensue as
a result of such  submission  and not to oppose any motion by the  Commission to
intervene.

               (a)    Notwithstanding the above, it is expressly understood that
this Agreement, the Settlement Agreement and the Proposed Order of Dismissal are
contingent  upon none of the  following  occurring  before April 10, 2003 -- the
Bureau decides:

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                      (1)    to recommend to the  Commission  that it intervene,
or  otherwise  participate,   in  the  GSK-Pentech  litigation  to  oppose  this
Agreement, the Settlement Agreement, or the Proposed Order of Dismissal,

                      (2)    to recommend to the Commission that it initiate its
own judicial or administrative  litigation  against GSK, PAR, or Pentech related
to this Agreement, the Settlement Agreement, or the Proposed Order of Dismissal,

                      (3)    to   use   its   current   resolution   authorizing
investigation of GSK to investigate this Agreement, the Settlement Agreement, or
the Proposed Order of Dismissal, or

                      (4)    to seek a new resolution authorizing  investigation
of GSK, PAR, or Pentech related to this Agreement,  the Settlement Agreement, or
the Proposed Order of Dismissal.

        The Parties  shall  submit the  Proposed  Order of Dismissal to the U.S.
District Court for the Northern  District of Illinois and request that the Court
enter the Proposed  Order of Dismissal in the event none of the events set forth
in Section  7.1(a)(1)  though (4) have occurred within the time period set forth
in Section 7.1(a) above. ** ******

        If, prior to the entry of the Proposed  Order of Dismissal by the Court,
GSK or PAR is  informed  that any of the events  set forth in Section  7.1(a)(1)
though  (4) have  occurred,  the other  Party will be given the  opportunity  to
verify the Bureau's  decision,  provided that,  once verified,  either Party may
choose to nullify and void this  Agreement,  the Settlement  Agreement,  and the
Proposed  Order of Dismissal  effective  as of the  Execution  Date,  subject to
Section 7.1(b). If GSK or PAR is informed that either of the events set forth in
Section  7.1(a)(1) or Section 7.1(a)(2) has occurred after entry of the Proposed
Order of Dismissal by the Court,  the other Party will be given the  opportunity
to verify the Bureau's decision,  provided that, once verified, either Party may
choose to nullify and void this Agreement and the Settlement Agreement,  subject
to Section 7.1(b).

        If the Bureau does not  recommend  to the  Commission  to  intervene  or
initiate litigation, or investigate or seek to investigate, as set forth in this
Section  7.1(a),  but reserves the right to do so at a later date,  this will be

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insufficient for GSK or PAR to use the foregoing contingency to nullify and void
this Agreement, the Settlement Agreement, and the Proposed Order of Dismissal.

               (b)    If any of the  events  set  forth  in  Sections  7.1(a)(1)
through (4) occur before entry of the Proposed  Order of Dismissal by the Court,
or if the Court  refuses  to enter the  Proposed  Order of  Dismissal,  then the
Parties (and the parties to the  Settlement  Agreement and the Proposed Order of
Dismissal) shall using good faith,  reasonable  commercial  efforts,  modify, if
possible,  this Agreement,  the Settlement Agreement,  and the Proposed Order of
Dismissal to overcome any  objections by the Bureau or the Court,  provided that
such   modifications  do  not  materially  change  the  economic  value  of  the
transaction  for  either  Party.  If any of the  events  set  forth in  Sections
7.1(a)(1)  through  (4) occur  after  the Court  enters  the  Proposed  Order of
Dismissal,  then the Parties (and the parties to the  Settlement  Agreement  and
Proposed  Order of  Dismissal)  shall  using good faith,  reasonable  commercial
efforts,  modify,  if possible,  this Agreement and the Settlement  Agreement to
overcome any objections by the Bureau,  provided that such  modifications do not
materially change the economic value of the transaction for either Party.

               (c)    Subject to the above provisions,  if before Court entry of
the Proposed  Order of  Dismissal,  GSK or PAR exercises its right under Section
7.1(a) to terminate either this Agreement or the Settlement  Agreement,  both of
those  agreements and the Proposed Order of Dismissal  shall be null and void as
to all parties to those  agreements  and as to all parties to the Proposed Order
of Dismissal.  If after Court entry of the Proposed  Order of Dismissal,  GSK or
PAR exercises its right under Section 7.1(a) to terminate  either this Agreement
or the Settlement Agreement,  both of those agreements shall be null and void as
to all parties to those agreements.

        Section 7.2   TERMINATION.

               (a)    TERMINATION FOR BREACH.  Except as  otherwise  provided in
Paragraphs  7.2(d) and 7.2(g),  each Party shall be entitled to  terminate  this
Agreement by written notice to the other Party in the event that the other Party
shall be in material default or breach of any of its obligations hereunder,  and
shall fail to remedy  any such  default  or breach  within ** ******  days after
notice  thereof by the  non-defaulting/non-breaching  Party.  If such default or
breach  is not  corrected  within  the  foregoing  **  ******  day  period,  the

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non-breaching  Party shall have the right to terminate  this Agreement by giving
written  notice to the Party in default,  provided the notice of  termination is
given  within ** ******  months of the  default and prior to  correction  of the
default.

               (b)    TERMINATION  UPON  BANKRUPTCY.  Either Party may terminate
this  Agreement  if, at any time,  the other  Party  shall  file in any court or
agency pursuant to any statute or regulation of any state or country, a petition
in bankruptcy or insolvency or for  reorganization  or for an arrangement or for
the  appointment  of a receiver or trustee of the Party or of its assets,  or if
the other Party proposes a written  agreement of composition or extension of its
debts,  or if the other  Party  shall be  served  with an  involuntary  petition
against it, filed in any insolvency  proceeding,  and such petition shall not be
dismissed with sixty (60) days after the filing  thereof,  or if the other Party
shall propose or be a Party to any dissolution or  liquidation,  or if the other
Party shall make an assignment for the benefit of creditors.

               (c)    This  Agreement  may be terminated at any time pursuant to
the mutual written consent of all Parties.

               (d)    Notwithstanding   Section   7.2(a),   in  the   event  GSK
determines  that PAR has breached this Agreement by having exported or otherwise
diverted  Product,  or allowed  Product to be  exported or  otherwise  diverted,
outside  the  applicable  Territory  GSK  shall  provide  written  notice to PAR
summarizing its evidence of such export.  If PAR shall fail to immediately  take
appropriate  actions to remedy such breach,  including halting (or causing to be
halted) such  exports,  implementing  procedures  to ensure such breach does not
re-occur,  and recalling all such exported Product,  within ** ****** days after
receipt  of  notice  thereof  by GSK,  GSK shall  have the right to  immediately
terminate this Agreement in its entirety,  or solely with regard to the affected
Territory, upon giving written notice to PAR.

               (e)    If PAR,  or its  parent  entity,  undergoes  a  Change  of
Control  and, if as a result of such Change of Control,  the sales effort of the
Third  Party  successor  with  respect  to  Product  falls  below that which was

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executed by PAR under this  Agreement,  GSK shall have the right to  immediately
terminate  this  Agreement  upon  giving  written  notice  to such  Third  Party
successor.

               (f)    ** ******

        Section 7.3   EFFECT OF TERMINATION.

               (a)    Upon  termination  of this  Agreement,  GSK shall have the
right  to  retain  any  sums  already  paid  by PAR  hereunder,  and  PAR  shall
immediately pay to GSK all sums accrued hereunder which are then due,  including
any and all Royalties accrued, but not paid.

               (b)    Termination  of this  Agreement  in  accordance  with  the
provisions  hereof and,  the  operation of any  provisions  of this Section 7.3,
shall not in any way limit the Parties' remedies that may be otherwise available
to them in law or equity.

               (c)    Termination  of  this  Agreement  in  its  entirety  shall
terminate  all  outstanding  obligations  and  liabilities  between  the parties
arising from this Agreement except those described in:

                      (i)    Sections 3.1 through 3.7 (for the  post-termination
period in which PAR owes GSK royalties on Net Sales of Product  during the Term,
and for the  post-termination  period in which PAR sells its  remaining  Product
inventory pursuant to Section 3.2);

                      (ii)   Section  3.8 (for the  post-termination  period set
forth therein);

                      (iii)  Article  VI (for the  post-termination  period  set
forth therein);

                      (iv)   Articles VIII and IX and Section 7.3;

                      (v)    solely for the post-termination period during which
PAR sells its remaining Product inventory pursuant to Section 3.2 the following:
Articles II, Section 4.3(g), Sections 4.4 and 4.5, and Article V; and

                      (vi)   notwithstanding the foregoing, Sections 4.5 and 5.9
shall survive termination for the period required pursuant to Applicable Law.

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as well as those under any other  provisions  which by their nature are intended
to survive any such  termination,  shall survive and continue to be enforceable.
For the  avoidance of doubt,  the Parties  agree that upon  termination  of this
Agreement,  except as otherwise set forth in Section 3.2, PAR shall  immediately
cease all sales and  distribution  activities  with regard to the Product in the
Territories.

               (d)    In the event GSK  terminates  this  Agreement  pursuant to
Section  7.2(a) or Section 7.2(d) due to a PAR breach,  PAR shall  reimburse GSK
for all  reasonable  costs  associated  with  any  obsolete  materials  (labels,
packaging,  tooling with PAR's trademarks,  etc.) resulting from the termination
of this  Agreement,  provided  GSK uses its  reasonable  efforts to mitigate the
costs associated with such obsolete materials.


        ARTICLE VIII - INDEMNIFICATION, INSURANCE AND DISPUTE RESOLUTION

        Section 8.1.  PRODUCT CLAIMS:  GSK and PAR hereby agree:

               ** ******

               (f)    PAR and GSK agree that all claims or disputes  asserted by
either  party  against the other  arising  from or relating to a Product  Claim,
including those for  indemnification or contribution,  shall be resolved through
either  mediation  or,  if not  possible,  binding  arbitration.  No  claims  or
cross-claims  shall be asserted  as between  PAR and GSK in any  Product  Claims
covered or claimed to be covered by this  section and  neither  Party shall ever
argue that the other has waived its right to seek contribution or other monetary
relief by not filing a claim or cross-claim in any underlying lawsuit. The Party
seeking to mediate or arbitrate  any claim or group of claims under this section
shall give timely notice  thereof,  but nothing herein shall prevent the Parties
from  agreeing to postpone  mediation or  arbitration  for any length of time if
they believe that doing so is in their mutual best  interest.  Further,  nothing
herein shall prevent the Parties from mediating or arbitrating  multiple  claims
in a single aggregated proceeding.

               (g)    PAR and GSK are  responsible for ** ****** PAR and GSK are
further responsible for ** ******

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               Section 8.2.  ADDITIONAL CLAIMS.

** ******

               (d)    PAR agrees to defend,  indemnify and hold harmless GSK and
any GSK  Party  for any and all  losses,  liabilities,  damages  (including  all
special, indirect,  exemplary,  incidental, or consequential losses or damages),
expenses and fees (including all reasonable attorney's fees and other legal fees
and costs) incurred,  suffered, paid or payable by GSK or a GSK Party to a Third
Party  arising  from,  related  to, or  associated  with a breach by PAR of this
Agreement by having exported Product, or allowed Product to be exported, outside
the applicable Territory ( an "Export Claim").

               (e)    PAR Sublicensee Claims, PAR Product Claims, Export Claims,
and **  ******  shall,  collectively,  be  referred  to  herein  as  "Additional
Claims").

               (f)    GSK shall  provide PAR with prompt  written  notice of any
Additional  Claim against GSK or a GSK Party, as well as copies of all papers or
other  documents  received by GSK or a GSK Party that  contain or give notice of
such Additional Claims.

                (g)   The Parties  agree to cooperate  with each other and their
respective  legal counsel in the defense of any Additional  Claim and to provide
each other with any information or other  reasonable  assistance  requested in a
timely manner.

        Section 8.3   OTHER CLAIMS: This section applies solely to all actual or
threatened  claims,  demands or causes of action  arising out of, related to, or
associated with this Agreement that are not Product Claims or Additional  Claims
and that are not joined with or made part of a lawsuit or other legal proceeding
asserting Product Claims or Additional Claims ("Other Claims"). Examples of such
Other Claims (which are not meant to be  exhaustive  in any way) include  claims
of: antitrust violations;  fraud or abuse in marketing; unfair business or trade
practices; unfair or discriminatory labor practices;  tortious interference;  or
violations of any securities  laws, or Puerto Rico's Act 75 of June 24, 1964 (as
is set forth in Section 8.3(e)).

               (a)    PAR agrees to defend,  indemnify and hold harmless GSK and
any GSK  Party  for any and all  losses,  liabilities,  damages  (excluding  all

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special, indirect,  exemplary,  incidental, or consequential losses or damages),
expenses and fees  (exclusive of all legal fees as set forth in Section  8.3(f))
paid or payable by GSK or a GSK Party on an Other Claim  arising from or related
to the improper,  unlawful or otherwise  liability-creating  conduct of PAR or a
PAR Party; and

               (b)    GSK agrees to defend,  indemnify and hold harmless PAR and
any PAR  Party  for any and all  losses,  liabilities,  damages  (excluding  all
special, indirect,  exemplary,  incidental, or consequential losses or damages),
expenses and fees  (exclusive of all legal fees as set forth in Section  8.3(f))
paid or payable by GSK or a GSK Party on an Other Claim  arising from or related
to the improper,  unlawful or otherwise  liability-creating  conduct of GSK or a
GSK Party; and

               (c)    Any Party  seeking  to  assert a right of  indemnification
under this Section  shall  provide the other with prompt  written  notice of the
Other  Claim  against  it, as well as copies  of all  papers or other  documents
received  by it that  contain  or give  notice of such Other  Claims,  and shall
tender  its  defense  of such  Other  Claims to the  indemnifying  Party in such
notice; and

               (d)    Any Party  granting  indemnification  under  this  Section
shall have the right to control  the  defense of such Other  Claim,  which right
shall  include,  but is not limited to, the right to select legal counsel of its
choice  and  determine  whether  to settle  and the  amount  of any  settlement,
PROVIDED,  HOWEVER,  that an  indemnified  Party  may  participate  in,  but not
control,  the defense of such Other Claims using  attorneys of its choice and at
its sole cost and expense,  and FURTHER PROVIDED that the indemnifying Party may
not settle  such Other  Claims in any manner that would  require  payment by the
indemnified  Party, or would  materially  adversely affect the rights granted to
the indemnified  Party under this Agreement,  or would materially  conflict with
the  terms of this  Agreement,  or with  respect  to GSK  adversely  effect  the
Products in or outside the Territory,  without first  obtaining the  indemnified
Party's prior written consent, which consent shall not be unreasonably withheld;
and

               (e)    (i)    ** ******

                      (ii)   ** ******

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               (f)    Each Party agrees that it will cooperate with the other in
the defense of any Other Claims for which indemnification is sought, and provide
the other with any  information or other  assistance  reasonably  requested in a
timely manner; and

               (g)    PAR and GSK are  responsible  for  their  own  legal  fees
(including  attorney's  fees) and costs  arising  out of or related to any Other
Claims.  PAR and GSK are further  responsible  for their own attorneys  fees and
costs arising out of or related to any mediation or  arbitration  to resolve any
claim for indemnification or contribution pursuant to this section.

        Section 8.4.  EXCEPT AS SET FORTH IN SECTION 8.2 RELATING TO  ADDITIONAL
CLAIMS,  IN NO EVENT SHALL EITHER  PARTY,  ITS  DIRECTORS,  TRUSTEES,  OFFICERS,
EMPLOYEES,  AGENTS OR  AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED
UPON A CLAIM OR ACTION OF CONTRACT,  WARRANTY,  NEGLIGENCE,  STRICT LIABILITY OR
OTHER TORT,  A PRODUCT  CLAIM,  OR  OTHERWISE  ARISING OUT OF OR RELATED TO THIS
AGREEMENT.

        Section 8.5.  INSURANCE.


               (a)    For the Term, and for a period of five (5) years after the
expiration  of this  Agreement  or the earlier  termination  thereof,  PAR shall
maintain at its sole cost and expense,  product liability and other insurance in
amounts,   respectively,   which  are   reasonable  and  customary  in  the  USA
pharmaceutical  industry for companies of comparable  size and activities at the
respective  place of  business  of PAR,  provided  in no event shall the product
liability insurance amounts be less than ** ****** per occurrence (or claim) and
** ****** in the aggregate  limit of liability per year.  Such  insurance  shall
insure against all liability,  including  personal  injury,  product  liability,
physical injury,  clinical development  liabilities,  or property damage arising
out of  the  development,  manufacture,  sale,  distribution,  or  marketing  of
Products.  PAR shall provide written proof of the existence of such insurance to
GSK upon request.

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               (b)    GSK hereby  represents that it is self-insured for product
liability and general liability, and that it has and will maintain such coverage
for the Term and for a period of five (5) years  after  the  expiration  of this
Agreement  or the earlier  termination  thereof.  Such  self-insurance  is in an
amount which is reasonable and customary in the USA pharmaceutical  industry for
companies of comparable size and activities at the respective  place of business
of GSK. Such  self-insurance  covers all liability,  including  personal injury,
product  liability,   physical  injury,  clinical  development  liabilities,  or
property damage arising out of the development, manufacture, sale, distribution,
or marketing of GSK Supplied Products.


                           ARTICLE IX - MISCELLANEOUS


               Section 9.1   ASSIGNMENT.  This  Agreement may not be assigned by
either  Party to a Third Party  without the prior  written  consent of the other
Party;  PROVIDED,  HOWEVER,  that GSK shall have the right to assign its rights,
licenses and  obligations  under this Agreement to any Third Party  successor to
all or substantially  all of (i) its entire business or (ii) its  pharmaceutical
business; or (iii) the assets associated with this Agreement.  In addition, each
Party may assign, to any of its Affiliates, its rights, licenses and obligations
of such Party  under  this  Agreement,  provided  that such  Affiliate  is fully
capable of fulfilling the assigned rights, licenses and obligations. In no event
shall  such  assignment  be  deemed  to  relieve  the  assigning  Party  of  its
liabilities  or  obligations  to the other Party under this  Agreement,  and the
assigning Party expressly acknowledges and agrees that it shall remain fully and
unconditionally  obligated and responsible for the full and complete performance
of all of its obligations under the terms and conditions of this Agreement.  The
limited  rights of  assignment  permitted in this  Section 9.1,  shall in no way
limit GSK's right to terminate this Agreement pursuant to Section 7.2(e).

        Section 9.2   COUNTERPARTS. This Agreement may be executed in any number
of  counterparts,  each of which  shall be deemed an  original  but all of which
together shall constitute one and the same instrument.

        Section 9.3   FORCE  MAJEURE.   Neither  Party  shall  lose  any  rights
hereunder  or be liable to the other  Party for  damages or losses on account of
failure of performance  by the defaulting  Party if the failure is occasioned by

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government  action,  war, fire,  explosion,  flood,  strike,  lockout,  embargo,
shortage of materials or utilities, vendor failure to supply, act of God, or any
other  cause  beyond the control  and  without  the fault or  negligence  of the
defaulting Party, provided that the Party claiming force majeure has exerted all
reasonable  efforts to avoid or remedy such force  majeure;  provided,  however,
that in no event  shall a Party be  required  to  settle  any labor  dispute  or
disturbance.  Such excuse shall continue as long as the condition preventing the
performance  continues.  Upon  cessation of such  condition,  the affected Party
shall promptly resume performance hereunder. Each Party agrees to give the other
Party prompt written notice of the occurrence of any such condition,  the nature
thereof,  and the extent to which the  affected  Party will be unable to perform
its  obligations  hereunder.  Each Party  further  agrees to use all  reasonable
efforts to correct the  condition  as quickly as possible  and to give the other
Party  prompt  written  notice  when  it is  again  fully  able to  perform  its
obligations.

        Section 9.4   FURTHER  ASSURANCES.  Each Party hereto agrees to execute,
acknowledge and deliver such further instruments and do all such further acts as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Agreement.

        Section 9.5   MODIFICATION. No waiver, alteration or modification of any
of the  provisions  hereof shall be binding unless made in writing and signed by
the Parties by their respective officers thereunto duly authorized.

        Section 9.6.  INDEPENDENT  CONTRACTORS.   The  Parties  are  independent
contractors  and  this  Agreement  shall  not  constitute  or  give  rise  to an
employer-employee,  agency,  partnership or joint venture relationship among the
Parties  and  each  Party's  performance   hereunder  is  that  of  a  separate,
independent entity.

        Section 9.7   NO  SOLICITATION  OR HIRING OF EMPLOYEES.  During the Term
and for one (1) year  thereafter,  neither PAR nor GSK shall,  without the prior
consent of the other  Party,  solicit the  employment  of or hire any person who
during  the  course  of  employment  with the  other  Party  was  involved  with
activities hereunder and who when solicited or to be hired is a current employee
of the other Party. Notwithstanding the foregoing, nothing herein shall restrict
or preclude  either  Party for making  generalized  searches  for  employees  by

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advertising in the media or engaging search firms to engage in searches that are
not targeted on an employee or employees of the other Party.


        Section 9.8   GOVERNING  LAW.  This  Agreement  shall be governed by and
construed  in  accordance  with the laws of the  Commonwealth  of  Pennsylvania,
without regard to its conflicts of laws principles.


        Section 9.9   LANGUAGE.   This   Agreement,   and  any   amendments   or
modifications   thereto,   shall  be  executed  in  the  English  language.   No
translation,  if any, of this  Agreement into any other language shall be of any
force or effect in the  interpretation  of this Agreement or in determination of
the intent of either of the parties hereto.


        Section 9.10  ARTICLE  HEADINGS.  The Article headings are placed herein
merely as a matter of  convenience  and shall not  affect  the  construction  or
interpretation of any of the provisions of this Agreement.


        Section 9.11  NOTICES.   Notices   required  or  permitted   under  this
Agreement  shall be in writing and sent by prepaid  registered  or certified air
mail or by overnight express mail (e.g.,  FedEx), or by telefacsimile  confirmed
by prepaid  registered or certified air mail letter or by overnight express mail
(e.g.,  FedEx),  (failure of such confirmation  shall not affect the validity of
such  notice by  telefacsimile  to the  extent  the  receipt  of such  notice is
confirmed  by the act of the  receiving  party  (e.g.,  a  telefacsimile  of the
receiving  party  submitting its receipt of such notice)) and shall be deemed to
have  been  properly  served  to the  addressee  upon  receipt  of such  written
communication, to the following addresses of the parties:


        If to PAR:

               Par Pharmaceutical, Inc.
               300 Tice Boulevard, 3d Floor
               Woodcliff Lake, NJ  07677
               Attention: Office of the President
               Facsimile: 201-802-4622

        If to GSK:

               SmithKline Beecham Corporation (a GlaxoSmithKline Company)
               One Franklin Plaza

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               P.O. Box 7929
               Philadelphia, Pennsylvania  19101, USA

               Attention:   Senior  Vice  President  -  General   Pharmaceutical
               Business Unit

               Facsimile: 215-751-3729

               AND:

               SmithKline Beecham Corporation (a GlaxoSmithKline Company)
               One Franklin Plaza (Mail Code FP 2360)
               P.O. Box 7929
               Philadelphia, Pennsylvania  19101, USA

               Attention:    Corporate Law - U.S.
                             Vice President and Associate General Counsel
                             Business Development Transactions Team.

               Facsimile: 1-215-751-3935

        Section 9.12  THIRD  PARTIES.  None of the  provisions of this Agreement
shall be for the benefit of or enforceable by any Third Party.

        Section 9.13  WAIVER.  The  waiver  by  either  Party of a  breach  or a
default of any  provision  of this  Agreement  by the other  Party  shall not be
construed  as a  waiver  of any  succeeding  breach  of the  same  or any  other
provision,  nor  shall  any delay or  omission  on the part of  either  Party to
exercise or avail  itself of any right,  power or  privilege  that it has or may
have  hereunder  operate as a waiver of any right,  power or  privilege  by such
Party.

        Section 9.14  SEVERABILITY.  If any part of this  Agreement  is declared
invalid by any  legally  governing  authority  having  jurisdiction  over either
Party, then such declaration shall not affect the remainder of the Agreement and
the Parties shall revise the invalidated  part in a manner that will render such
provision valid without impairing the Parties' original intent.


        Section 9.15. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire
agreement  between  the  Parties  relating  to the  subject  matter  hereof  and
supersedes all previous writings and understandings.


        Section 9.16  INTERNATIONAL  SALE OF GOODS ACT. The Parties  acknowledge
and  agree  that the  International  Sale of Goods  Act and the  United  Nations
Convention on Contracts for the International  Sale of Goods have no application
to this Agreement.

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                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]




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





SB PHARMCO PUERTO RICO INC.


By:   /s/ David M. Pernock
      --------------------
David M. Pernock
Senior Vice President, General Pharmaceutical Business Unit
Attorney-in-fact for SB PHARMCO PUERTO RICO INC.





SMITHKLINE BEECHAM CORPORATION

By:   /s/ David M. Pernock
      --------------------
David M. Pernock
Senior Vice President, General Pharmaceutical Business Unit
Attorney-in-fact for SMITHKLINE BEECHAM CORPORATION





BEECHAM GROUP P.L.C.

By:   /s/ David M. Pernock
      --------------------
David M. Pernock
Senior Vice President, General Pharmaceutical Business Unit
Attorney-in-fact for BEECHAM GROUP P.L.C.


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PAR PHARMACEUTICAL, INC.





By:   /s/ Scott Tarriff
      -----------------
Scott Tarriff
President and Chief Executive Officer


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                                 SCHEDULE 4.3(B)


                       GSK SUPPLIED PRODUCT SPECIFICATIONS





Paroxetine DC Tables Specifications


** ******


Packaging Bottles


** ******





PACKAGING BLISTER


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                                 SCHEDULE 4.3(D)


                              INITIAL PAR ESTIMATE





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                                 SCHEDULE 4.4(B)


                            GSK PAXIL(R) DISTRIBUTORS


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