Exhibit
      4.3

     

    FORM
      OF STAR NOTE

     

    THIS
      INSTRUMENT IS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT BY AND AMONG
      TULLIS-DICKERSON CAPITAL FOCUS III, L.P., AISLING CAPITAL II, L.P., CAMERON
      REID, SUTARIA FAMILY REALTY, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION,
      ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, DATED
      NOVEMBER __, 2007.

     

    
      	
              No.
                [               ]

            	
              $[                ]

            
	
              Date:
                [_________ __], 2007

            	 


    

    


    INTERPHARM
      HOLDINGS INC.

    AND

    INTERPHARM,
      INC.

    SECURED
      12% NOTE DUE 2009

    


    THIS
      NOTE
      is one of a series of duly authorized and issued promissory notes of INTERPHARM
      HOLDINGS INC., a Delaware corporation (the “Company”),
      and
      INTERPHARM, INC., a New York corporation (“Interpharm”
and
      together with the Company, the “Borrowers”)
      designated as their Secured 12% Notes due 2009, in the original aggregate
      principal amount of $5,000,000 (each a “Note”
and
      collectively, the “Notes”).
      Notwithstanding anything to the contrary herein, any rights or remedies of
      the
      Holder under this Note and the Holders under all other Notes may be exercised
      or
      waived, and this Note may be amended or modified, only by the holders of a
      majority in principal amount of Notes outstanding held by Tullis-Dickerson
      Capital Focus III, L.P., Aisling Capital II, L.P. and Cameron Reid or any of
      their successors in interest or transferees (such majority, the “Required
      Holders”),
      and
      any right so exercised or waived, and any such amendment or modification, shall
      apply to all Notes; provided that if such modification, amendment or waiver
      would adversely affect a Holder in a manner different than any other Holder,
      then such modification, amendment or waiver will require the consent of such
      Holder adversely affected. Holder acknowledges that by the operation of this
      paragraph, the Required Holders will have the right and power to diminish or
      eliminate rights of such Holder under this Note.

    


    FOR
      VALUE
      RECEIVED, the Borrowers, jointly and severally, promise to pay to the order
      of
      [Holder] or its registered assigns (the “Holder”),
      the
      principal sum of [__________] $(__________), on the Maturity Date (as defined
      below), or such earlier date as the Notes are required or permitted to be repaid
      as provided hereunder, and to pay interest to the Holder on the then outstanding
      principal amount of this Note in accordance with the provisions hereof.
      Notwithstanding anything to the contrary contained herein, this Note shall
      bear
      interest on the due and unpaid interest and outstanding principal amount hereof
      from and after the occurrence and during the continuance of an Event of Default
      at the rate (the “Default
      Rate”)
      equal
      to the lower of eighteen percent (18%) or the highest rate permitted by law.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Interest
      payable under this Note shall be computed on the basis of a year of 360 days
      and
      actual days elapsed (including the first day but excluding the last day)
      occurring in the period for which interest is payable. 

     

    Payments
      of principal and interest shall be made in lawful money of the United States
      of
      America to the Holder at its address as provided in Section 7
      or by
      wire transfer to such account specified from time to time by the Holder hereof
      for such purpose as provided in Section 7.

     

    1. Definitions.
      In
      addition to the terms defined above and elsewhere in this Note,
      (a) capitalized terms that are not otherwise defined herein have the
      meanings given to such terms in the Securities Purchase Agreement, dated as
      of
      November __, 2007, among the Borrowers and the Purchasers identified therein
      (the “Purchase
      Agreement”),
      and
      (b) for the purposes of this Note, the following terms shall have the meanings
      indicated:

     

    “Bankruptcy
      Event”
means
      any
      of
      the following events: (a) any of the Borrowers commences a case or other
      proceeding under any bankruptcy, reorganization, arrangement, adjustment of
      debt, relief of debtors, dissolution, insolvency or liquidation or similar
      law
      of any jurisdiction relating to such Borrower; (b) there is commenced against
      any of the Borrowers any such case or proceeding that is not dismissed within
      60
      days after commencement; (c) any of the Borrowers is adjudicated insolvent
      or
      bankrupt or any order of relief or other order approving any such case or
      proceeding is entered; (d) any of the Borrowers suffers any appointment of
      any
      custodian or the like for it or any substantial part of its property that is
      not
      discharged or stayed within 60 days; (e) any of the Borrowers makes a general
      assignment for the benefit of creditors; (f) any of the Borrowers fails to
      pay,
      or states that it is unable to pay or is unable to pay, its debts generally
      as
      they become due; (g) any of the Borrowers calls a meeting of its creditors
      with
      a view to arranging a composition, adjustment or restructuring of its debts;
      or
      (h) any of the Borrowers, by any act or failure to act, expressly indicates
      its
      consent to, approval of or acquiescence in any of the foregoing or takes any
      corporate or other action for the purpose of effecting any of the
      foregoing.

     

    “Change
      of Control”
will
      be
      deemed to exist if (i) there occurs any consolidation, merger or other business
      combination of a Borrower with or into any other corporation or other entity
      or
      person (whether or not such Borrower is the surviving corporation), or any
      other
      corporate reorganization or transaction or series of related transactions in
      which in any of such events the voting stockholders of such Borrower prior
      to
      such event cease to own fifty percent (50%) or more of the voting power, or
      corresponding voting equity interests, of the surviving corporation after such
      event (including without limitation: (x) any “going private” transaction under
      Rule 13e-3 promulgated pursuant to the 1934 Act or (y) any tender offer by
      the
      Company under Rule 13e-4 promulgated pursuant to the 1934 Act for twenty percent
      (20%) or more of the Company's Common Stock), (ii) any person (as defined in
      Section 13(d) of the 1934 Act), other than the Sutaria Parties, together with
      their affiliates and associates (as such terms are defined in Rule 405 under
      the
      1933 Act), beneficially owns or is deemed to beneficially own (as described
      in
      Rule 13d-3 under the 1934 Act without regard to the 60-day exercise period)
      in
      excess of fifty percent (50%) of the Company’s voting power, (iii) there is a
      replacement of more than one-half of the members of the Company’s Board of
      Directors which is not approved by those individuals who are members of the
      Company’s Board of Directors on the date thereof, (iv) in one or a series of
      related transactions, there is a sale or transfer of all or substantially all
      of
      the assets of the Company, determined on a consolidated basis, or (v) any
      Borrower enters into any agreement providing for an event set forth in (i),
      (ii), (iii) or (iv) above

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Convertible
      Securities”
means
      any convertible securities, warrants, options or other rights to subscribe
      for
      or to purchase or exchange for, shares of Common Stock.

     

    “Maturity
      Date” means
      October 1, 2009; provided, in the event the Senior Credit Agreement is amended,
      refinanced or extended such that the maturity date thereunder is later than
      February 1, 2011, the Maturity Date hereunder shall be automatically extended
      to
      October 1, 2010.

     

    “Options”
shall
      mean any rights, warrants or options to subscribe for or purchase common stock
      or Convertible Securities of the Company.

     

    “Original
      Issue Date”
means
      the date of the first issuance of any Notes, regardless of the number of
      transfers of any particular Note.

     

    “Trading
      Day”
means
      (a) any day on which the Common Stock is listed or quoted and traded on its
      primary Trading Market, (b) if the Common Stock is not then listed or
      quoted and traded on any Eligible Market, then any day on which trading occurs
      on the NASDAQ Global Market (or any successor thereto), or (c) if trading
      ceases to occur on the NASDAQ Global Market (or any successor thereto), any
      Business Day.

     

    “Triggering
      Event”
means
      any of the following events: (a) at any time after November 30, 2007, the Common
      Stock is not listed or quoted, or is suspended from trading, on an Eligible
      Market for a period of five or more Trading Days (which need not be consecutive
      Trading Days); (b) the Company fails to obtain the Shareholder Approval
      contemplated by the Purchase Agreement on or prior to the date required therein;
      (c)
      any of
the
      Borrowers fails to make any cash payment required under the Transaction
      Documents and such failure is not cured within five Trading Days after notice
      of
      such default is first given to such Borrower by a Purchaser; or (d) any
      of
the
      Borrowers defaults in the timely performance of any other obligation under
      the
      Transaction Documents and such default continues uncured for a period of 10
      calendar days after the date on which notice of such default is first given
      to
      such Borrower by a Purchaser (it being understood that no prior notice need
      be
      given in the case of a default that cannot reasonably be cured within such
      10
      days).

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    2. Payment
      of Principal and Interest.

     

    (a) Interest.
      The
      Company shall pay interest to the Holder on the aggregate and then outstanding
      principal amount of this Note at a rate equal to 12% per annum, payable
      quarterly in arrears on each March 31, June 30, September 30 and December 31,
      except if such date is not a Trading Day, in which case such interest shall
      be
      payable on the next succeeding Trading Day (each, an “Interest
      Payment Date”).
      The
      first Interest Payment Date shall be December 31, 2007. 

     

    (b) Principal
      Payment at Maturity.
      The
      Company shall pay the outstanding principal balance of this Note to the Holder
      on the Maturity Date, together with any accrued and unpaid
      interest.

     

    (c) Cash,
      PIK Notes or Accrual.
      Subject
      to the conditions and limitations set forth below, the Company may pay interest
      on this Note (i) in cash, or (ii) by the Borrowers issuing an additional Note
      with a principal amount equal to the interest then due and payable (a
“PIK
      Note”),
      or
      (iii) in lieu of a PIK Note, any unpaid interest may accrue and be added to
      the
      principal amount of this Note.

     

    (d) Prepayment.
      This
      Note may not be prepaid.

     

    3. Ranking
      and Covenants.
      

     

    (a) Except
      pursuant to the Senior Credit Agreement, (the “Existing
      Indebtedness”),
      no
      indebtedness of any of the Borrowers is senior to this Note in right of payment,
      whether with respect to interest, damages or upon liquidation or dissolution
      or
      otherwise. Other than the Existing Indebtedness and any renewal, refinancing
      or
      replacement thereof that does not exceed the aggregate amount of the borrowing
      availability under the Senior Credit Agreement as it exists on the date hereof,
      the Borrowers will not, and will not permit any Subsidiary to, directly or
      indirectly, enter into, create, incur, assume or suffer to exist any
      indebtedness of any kind, that is senior in any respect to the Borrowers’
obligations under the Notes, and the Borrowers will not, and will not permit
      any
      Subsidiary to, directly or indirectly, incur any Lien on or with respect to
      any
      of its property or assets now owned or hereafter acquired or any interest
      therein or any income or profits therefrom.

     

    (b) So
      long
      as any Notes are outstanding, none of the Borrowers nor any Subsidiary shall,
      directly or indirectly, (i) redeem, purchase or otherwise acquire any of the
      Company’s capital stock or set aside any monies for such a redemption, purchase
      or other acquisition or (ii) issue any Options or Convertible Securities with
      an
      exercise price or a conversion price or a number of underlying shares that
      floats or resets or otherwise varies or is subject to adjustment based (directly
      or indirectly) on market prices of the Common Stock. 

     

    4. Registration
      of Notes.
      The
      Borrowers shall register the Notes upon records to be maintained by the
      Borrowers for that purpose (the “Note
      Register”)
      in the
      name of each record holder thereof from time to time. The Borrowers may deem
      and
      treat the registered Holder of this Note as the absolute owner hereof for the
      purpose of any conversion hereof or any payment of interest or principal hereon,
      and for all other purposes, absent actual notice to the contrary.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5. Registration
      of Transfers and Exchanges.
      The
      Borrowers shall register the transfer of any portion of this Note in the Note
      Register upon surrender of this Note to the Borrowers at their address for
      notice set forth herein. Upon any such registration or transfer, a new Note,
      in
      substantially the form of this Note (any such new Note, a “New
      Note”),
      evidencing the portion of this Note so transferred shall be issued to the
      transferee and a New Note evidencing the remaining portion of this Note not
      so
      transferred, if any, shall be issued to the transferring Holder. The acceptance
      of the New Note by the transferee thereof shall be deemed the acceptance by
      such
      transferee of all of the rights and obligations of a holder of a Note. This
      Note
      is exchangeable for an equal aggregate principal amount of Notes of different
      authorized denominations, as requested by the Holder surrendering the same.
      No
      service charge or other fee will be imposed in connection with any such
      registration of transfer or exchange.

     

    6. Events
      of Default.

     

    (a) “Event
      of Default”
means
      any one of the following events (whatever the reason and whether it shall be
      voluntary or involuntary or effected by operation of law or pursuant to any
      judgment, decree or order of any court, or any order, rule or regulation of
      any
      administrative or governmental body):

     

    (i) any
      default in the payment of principal, interest or liquidated damages in respect
      of any Notes, as and when the same becomes due and payable (whether on a date
      specified for the payment of interest or the date on which the obligations
      under
      the Note mature or by acceleration, redemption, prepayment or otherwise) and
      such default continues for a period of five (5) Trading Days;

     

    (ii) any
      of
      the Borrowers or any Subsidiary defaults in any of its obligations under any
      other note or any mortgage, credit agreement (including the Senior Credit
      Agreement) or other facility, indenture agreement, factoring agreement or other
      instrument under which there may be issued, or by which there may be secured
      or
      evidenced, any indebtedness for borrowed money or money due under any long
      term
      leasing or factoring arrangement of any Borrower or any Subsidiary in an amount
      exceeding $1,000,000, whether such indebtedness now exists or is hereafter
      created, and such default (after any applicable notice and passage of time)
      results in such indebtedness becoming or being declared due and payable prior
      to
      the date on which it would otherwise become due and payable;

     

    (iii) a
      material breach by any of the Borrowers of its covenants, representations or
      warranties hereunder or in any other Transaction Document that remains uncured
      for a period of ten (10) days following receipt by the Borrowers of written
      notice of such breach;

     

    (iv) any
      material provision hereof or any other Transaction Document shall for any reason
      cease to be valid, binding and enforceable with respect to any party hereto
      or
      thereto (other than the Holder) in accordance with its terms (and to the extent
      curable, is not cured within ten (10) Trading Days), or any such party
      challenges the enforceability hereof or thereof, or shall assert in writing,
      or
      take any action or fail to take any action based on the assertion that any
      provision hereof or any other Transaction Document has ceased to be or is
      otherwise not valid, binding or enforceable in accordance with its terms, or
      any
      security interest provided for therein shall cease to be a valid and perfected
      security interest in any of the collateral purported to be subject
      thereto;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (v) the
      occurrence of a Triggering Event, which is not cured within 15 calendar days;
      

     

    (vi) any
      Borrower revokes or terminates or purports to revoke or terminate or fails
      to
      perform any of the terms, covenants, conditions provisions of any guarantee,
      endorsement or other agreement of such party in favor of Collateral Agent or
      the
      Holders;

     

    (vii) any
      Borrower which is a partnership, limited liability company, limited partnership
      or a corporation, dissolves, suspends or discontinues doing business;
      or

     

    (viii) the
      occurrence of a Bankruptcy Event.

     

    (b) At
      any
      time or times following the occurrence of an Event of Default, in addition
      to
      any other remedy available to the Required Holders under the Notes or under
      any
      other Transaction Document or available under any applicable law, the Required
      Holders shall have the option to elect, by notice to the Borrowers (an
“Event
      Notice”),
      to
      require the Borrowers to repurchase all or any portion of the outstanding
      principal amount of this Note and all other Notes, at a repurchase price equal
      to 115% of such outstanding principal amount, plus all accrued but unpaid
      interest thereon through the date of payment. The aggregate amount payable
      pursuant to the preceding sentence is referred to as the “Event
      Price.”
The
      Borrowers shall pay the Event Price to the Holder no later than the third
      Trading Day following the date of delivery of the Event Notice, and upon receipt
      thereof the Holder shall deliver this Note to the Borrowers.

     

    (c) Upon
      the
      occurrence of any Bankruptcy Event, all amounts pursuant to Section
      6(b)
      shall
      immediately become due and payable in full in cash, without any further action
      by the Holder or the Required Holders.

     

    (d) In
      connection with any Event of Default, the Holder and Required Holders need
      not
      provide and the Borrowers hereby waive any presentment, demand, protest or
      other
      notice of any kind, and the Required Holders may immediately and without
      expiration of any grace period enforce any and all of its rights and remedies
      hereunder and all other remedies available to Holder under applicable law.
      Any
      such declaration may be rescinded and annulled by the Required Holders or Holder
      at any time prior to payment hereunder. No such rescission or annulment shall
      affect any subsequent Event of Default or impair any right consequent thereto.
      The remedies under this Note and any other Transaction Document or available
      under applicable law shall be cumulative.

     

    7. Notices.
      Any and
      all notices or other communications or deliveries hereunder shall be in writing
      and shall be deemed given and effective on the earliest of (i) the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile number specified in this Section 7
      prior to
      6:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day
      after
      the date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number specified in this Section
      7
      on a day
      that is not a Trading Day or later than 6:30 p.m. (New York City time) on any
      Trading Day, (iii) the Trading Day following the date of mailing, if sent by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be: (i) if to any of the Borrowers, as set forth in the
      Purchase Agreement, or (ii) if to the Holder, to the address or facsimile number
      appearing on the Company’s Holders records or such other address or facsimile
      number as the Holder may provide to the Company in accordance with this
Section 7,
      with a
      copy to the Required Holders.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8. Miscellaneous.

     

    (a) This
      Note
      shall be binding on and inure to the benefit of the parties hereto and their
      respective successors and permitted assigns. The Borrowers shall not be
      permitted to assign this Note.

     

    (b) Subject
      to Section
      8(a),
      and
      subject to the right of the Required Holders to act for and on behalf of Holder
      with respect to remedies hereunder, nothing in this Note shall be construed
      to
      give to any person or corporation other than the Borrowers and the Holder any
      legal or equitable right, remedy or cause under this Note.

     

    (c) Governing
      Law; Venue; Waiver Of Jury Trial.
      ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH
      THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES
      OF
      CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
      NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
      OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
      OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
      DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
      TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT
      IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
      TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING
      IS
      IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
      AND
      CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
      MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
      (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
      TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD
      AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
      SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
      PERMITTED BY LAW. THE BORROWERS HEREBY WAIVES ALL RIGHTS TO A TRIAL BY
      JURY.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (d) The
      headings herein are for convenience only, do not constitute a part of this
      Note
      and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (e) In
      case
      any one or more of the provisions of this Note shall be invalid or unenforceable
      in any respect, the validity and enforceability of the remaining terms and
      provisions of this Note shall not in any way be affected or impaired thereby
      and
      the parties will attempt in good faith to agree upon a valid and enforceable
      provision which shall be a commercially reasonable substitute therefor, and
      upon
      so agreeing, shall incorporate such substitute provision in this
      Note.

     

    (f) No
      provision of this Note may be waived or amended except in a written instrument
      signed, in the case of an amendment, by the Borrowers and the Required Holders
      or, in the case of a waiver, by the Holder or the Required Holders. No waiver
      of
      any default with respect to any provision, condition or requirement of this
      Note
      shall be deemed to be a continuing waiver in the future or a waiver of any
      subsequent default or a waiver of any other provision, condition or requirement
      hereof, nor shall any delay or omission of either party to exercise any right
      hereunder in any manner impair the exercise of any such right. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Borrowers have caused this Note to be duly executed by
      a
      duly authorized officer as of the date first above indicated.

     

    
      	 	 	 
	 	
              INTERPHARM
                HOLDINGS INC.

            
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

    
      	 	 	 
	 	
              INTERPHARM,
                INC.

            
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

     

    
      
        
        

      

      
        9