Exhibit 10.16

                                   QMED, INC.

                          2002 Key Employee Bonus Plan


1.       Bonus Plan

         QMed, Inc. (the "Company") hereby establishes a bonus plan for the
named officers and employees of the Company and its subsidiaries (the
"Participants"). The plan shall be known as the QMed, Inc. 2002 Key Employee
Bonus Plan (the "Plan"). The Company will allocate 6% of the Company and its
subsidiaries' Adjusted Net Earnings (defined below) as a bonus pool ("Bonus
Pool") from which Participants will be paid.

2.       Participants

         The Participants, percentage of the Bonus Pool and the maximum bonus
which may be given to such Participant is as follows:

                                                           Maximum Individual
              Name                 Percentage of Pool            Bonus
              ----                 ------------------      ------------------
         Michael W. Cox                 25.00%                  $150,000

         Jane A. Murray                 25.00%                 $ 120,000

         Teri Kraf                      16.66%                 $  60,000

         Debra Fenton                   16.66%                 $  30,000

         Ira Marcus                     16.66%                 $  30,000

3.       Eligibility

         In order to be eligible to receive a share of the Bonus Pool, the
Participant must have been an employee for the entire fiscal year ended November
30, 2002. If the Participant shall cease to be an employee of the Company or its
subsidiaries as a result of death or disability, he or she (or his or her
estate) shall be entitled to a pro rata portion of the bonus that would be paid
for the entire year. If the Participant leaves the Company's or its
subsidiaries' employ for any other reason, the Participant shall not be entitled
to any share in the Bonus Pool and the former Participant's share shall be
returned to the general working capital of the Company.

4.       Definition of Adjusted Net Earnings

         The adjusted consolidated net earnings ("Adjusted Net Earnings") of the
Company and its subsidiaries, for the purpose of computing the Bonus Pool under
the provisions of paragraph 1 above, shall be determined, in accordance with
generally accepted accounting principles, within ninety (90) days after the end
of each fiscal year by the independent accounting firm employed by the Company

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as its auditors. The computation by such accounting firm of the Net Earnings and
of the Bonus Pool, made in the manner herein provided, shall be in all respects
final and binding upon the Company, upon the Participant, and upon all others,
and the Company shall pay such compensation to the Participant within 120 days
of the end of the fiscal year in question.

         For the purpose of computing the Bonus Pool, the Adjusted Net Earnings
of the Company and its subsidiaries for the above mentioned period shall be the
consolidated net earnings of the Company and its subsidiaries for such period,
as audited and reported upon, for the purposes of the Company's annual report to
stockholders for such period, by the Company's independent auditors, plus all
amounts charged against and minus such credits applied to such consolidated net
earnings in respect of the following:

         (a) Taxes of the United States and foreign governments (including, but
without limitation, excess profits taxes) based upon or measured, in whole or in
part, by income of the Company or its subsidiaries but exclusive of sate and
territorial taxes and taxes imposed by political subdivisions thereof;

         (b) Contingent compensation, if any, which may be payable by the
Company under any plan or agreement, including this Plan, other than a
profit-sharing plan qualified under Section 401 of the Internal Revenue Code or
any statutory provision that may hereafter be enacted to replace such section;

         (c) All items of non-recurring loss or other extraordinary charge
which, by reason of size, character, or other factors did not, in the sole and
uncontrolled judgment of the Executive Evaluation and Compensation Committee of
the Company's Board of Directors, arise in the ordinary and usual course of the
business of the Company and its subsidiaries, including expenses properly
attributable to such loss or charge; less, however, all amounts included in such
consolidated net earnings in respect of items of capital gain, non-recurring
profit, or other extraordinary credit which, by reason of size, character, or
other factors did not, in the sole and uncontrolled judgment of the Executive
Evaluation and Compensation Committee of the Company's Board of Directors (or
similar committee having delegated authority to review and approve executive
compensation), arise in the ordinary and usual course of business of the Company
and its subsidiaries, after deducting expenses properly attributable to such
gain, profit, or credit, except and to the extent that such Committee, in its
sole and uncontrolled judgment, shall find that the Participants were
responsible for such gain, profit, or credit and shall direct the inclusion, in
whole or in part, of such gain, profit, or credit in the computation of
consolidated net earnings.

5.       Limitation of Implied Rights

         (a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets, funds or
property of the Company or any subsidiary whatsoever, including, without
limitation, any specific funds, assets, or other property which the Company or
any subsidiary, in its sole discretion, may set aside in anticipation of a

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liability under the Plan. A Participant shall have only a contractual right to
the amounts, if any, payable under the Plan, unsecured by any assets of the
Company or any subsidiary, and nothing contained in the Plan shall constitute a
guarantee that the assets of the Company or any subsidiary shall be sufficient
to pay any benefits to any person.

         (b) The Plan does not constitute a contract of employment, and
selection as a Participant will not give any participating employee the right to
be retained in the employ of the Company or any subsidiary, nor any right or
claim to any benefit under the Plan, unless such right or claim has specifically
accrued under the terms of the Plan.

6.       Tax Withholding

         All distributions under the Plan are subject to withholding of all
applicable taxes, and the Company may condition the payment of any benefits
under the Plan on satisfaction of the applicable withholding obligations.

7.       Benefits Cumulative

         The bonuses paid or payable pursuant to the Plan shall be in addition
to and not in derogation of any other benefit the Company or subsidiary pays or
become obligated to pay any Participant, provided, however, that Michael W. Cox
may determine to waive benefits under this Plan in favor of bonus provisions
contained in an amendment dated December 16, 1998 to his employment agreement
dated June 1995, in his discretion, and any such benefits that are waived shall
be returned to the general working capital of the Company and not distributed to
any other Participant.

         The Plan has been approved by all corporate actions necessary on the
Company's behalf this 15th day of July, 2002.

                                                QMED, INC.



                                                By:  /s/ Michael W. Cox
                                                    ----------------------------
                                                     Michael W. Cox, CEO



                                                By:   /s/ Debra Fenton
                                                    ----------------------------
                                                     Debra Fenton, Controller

QMed Executive Evaluation and
Compensation Committee



By:  /s/ Bruce F. Wesson
    -----------------------------
    Bruce F. Wesson, Chairman

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