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                          STRATEGIC ALLIANCE AGREEMENT



                                     between


                        TEVA PHARMACEUTICALS CURACAO N.V.
                   World Trade Center Curacao, Unit T.M.I. 14,
                  Piscadera Bay Curacao, Netherlands Antilles
                                    ("Teva")


                                       and



                            IMPAX LABORATORIES, INC.
               a corporation organized under the laws of Delaware,
                   30831 Huntwood Avenue, Hayward, CA 94544;
                                    ("Impax")



WHEREAS, Impax is engaged in the development, manufacture, sale, marketing and
distribution of pharmaceutical products and has in various stages of development
the pharmaceutical products listed in Annex A hereto (collectively the
"Products" as defined further below);

WHEREAS, Teva together with its Affiliates (as defined below) is engaged in the
development, manufacture, sale, marketing and distribution of pharmaceutical
products;

WHEREAS, Teva and Impax desire to cooperate in completing the development of the
Products and to register, manufacture, market, sell and distribute the Products
in the United States and, at Teva's option, Canada, Israel, Mexico, the European
Union, Central America and South America (collectively, as defined further
below, the "Territory"), all in accordance with the terms and subject to the
conditions set forth in this Agreement; and

WHEREAS, in connection with the above-referenced cooperative effort and in
accordance with the terms and subject to the conditions set forth below, (a)
Impax, with the financial support of Teva provided for herein, shall develop,
manufacture, and package the Products and seek regulatory approval of the
Products for the United States, and (b) Teva, with the technical support of
Impax provided for herein, shall market, sell and distribute the Products in the
Territory and, to the extent applicable, manufacture and/or seek regulatory
approval of the Products for the Optional Territory (as defined below).

NOW THEREFORE, intending to be legally bound hereby and in consideration of the
mutual representations, warranties and covenants set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS:

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1        INTERPRETATION AND DEFINITIONS

         1.1      The preamble to this Agreement forms an integral part hereof.

         1.2      Sections headings in this Agreement are intended solely for
                  convenience of reference and shall be given no effect in the
                  interpretation of this Agreement.

         1.3      All annexes to this Agreement, signed by both Parties, whether
                  attached at the time of signature hereof or at any time
                  thereafter, shall be construed as an integral part of this
                  Agreement.

         1.4      For the purposes of this Agreement, the following words and
                  phrases shall bear the respective meanings assigned to them
                  below (and cognate expressions shall bear corresponding
                  meanings):

                  1.4.1      "Affiliates" - shall mean with respect to any
                             Party, any Person that is controlled by, controls,
                             or is under common control with that Party. For
                             this purpose, "control" of a corporation or other
                             business entity shall mean direct or indirect
                             beneficial ownership of more than fifty percent
                             (50%) of the voting interest in, or more than fifty
                             percent (50%) in the equity of, or the right to
                             appoint more than fifty percent (50%) of the
                             directors or management of such corporation or
                             other business entity.

                  1.4.2      "ANDA" - shall mean an Abbreviated New Drug
                             Application filed with the FDA pursuant to its
                             rules and regulations.

                  1.4.3      "Applicable Law" - shall mean the applicable laws,
                             rules, regulations, guidelines and requirements
                             related to the development, registration,
                             manufacture, importation, Marketing, sale and
                             distribution of the Products in the Territory.

                  1.4.4      "Approval(s)" - shall mean any and all approvals,
                             licenses, registrations or authorizations of the
                             applicable Regulatory Authority necessary for the
                             Marketing of the Products and reimbursement, if
                             applicable, in the relevant country of the
                             Territory.

                  1.4.5      "API" - shall mean the bulk unformulated drug
                             substances used in the manufacture of each of the
                             Products.

                  1.4.6      "Calendar Quarter" - shall mean a three (3)
                             consecutive month period ending on March 31, June
                             30, September 30 or December 31.

                                       2
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                  1.4.7      "Canada" - shall mean Canada and its territories,
                             districts and possessions.

                  1.4.8      "cGMP" - shall mean current good manufacturing
                             practices as required by the rules and regulations
                             of the FDA or such similar requirements of non-U.S.
                             Regulatory Authorities, as applicable to the
                             manufacture, packaging, handling, storage and
                             control of the Products in the Territory.

                  1.4.9      "Competing Product" - shall mean on a
                             Product-by-Product basis any finished
                             pharmaceutical product for sale in the prescription
                             drug marketplace that contains the same active
                             ingredients in the same dosage form and strength as
                             the subject Product.

                  1.4.10     "Confidential Information" - shall mean all
                             information, data and/or know-how disclosed by
                             either Party to the other Party in writing (or if
                             disclosed orally, visually and/or in another
                             non-written form, identified as confidential at the
                             time of disclosure, and summarized in reasonable
                             detail in writing as to its general content within
                             thirty (30) days after original disclosure)
                             concerning the Products or concerning the
                             technology, marketing strategies or business of the
                             disclosing Party (whether disclosed prior to or
                             subsequent to the Effective Date). Confidential
                             Information shall not include information, data or
                             know-how that the receiving Party can show:

                             (a)    was in the public domain at the time of the
                                    disclosure by the disclosing Party, or
                                    thereafter becomes part of the public domain
                                    without any fault of the receiving Party;

                             (b)    rightfully was in its possession prior to
                                    the disclosure by the disclosing Party;

                             (c)    was lawfully obtained from a third party,
                                    who had the right to make such disclosures
                                    as evidenced by written records; or

                             (d)    was developed by it independently of such
                                    disclosure as evidenced by written records.

                  1.4.11     "Cost of Materials" - shall mean on a
                             Product-by-Product basis the actual direct cost for
                             inactive and active materials required for the
                             manufacture of the particular Product (which for
                             purposes of clarity shall not include handling,
                             inspection or any other indirect charges).

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                  1.4.12     "Designated Share Price" - shall mean, with respect
                             to the applicable Teva investment or stock payment
                             to Teva pursuant to Section 10, the average closing
                             sale price for the Impax Common Stock measured over
                             the ten (10) trading days ending two (2) days prior
                             to the date on which the Impax Common Stock is
                             acquired by Teva or its Affiliate.

                  1.4.13     "Effective Date" - shall mean the date on which
                             this Agreement is signed by the latter of the
                             Parties to sign this Agreement.

                  1.4.14     "EU" - shall mean those countries set forth in
                             Annex F.

                  1.4.15     "FDA" - shall mean the United States Food and Drug
                             Administration and all agencies under its direct
                             control or any successor organization.

                  1.4.16     "First to File Exclusivity" - shall mean, to the
                             extent applicable, up to six (6) months of
                             marketing exclusivity in the U.S. from the FDA
                             under and pursuant to 21 U.S.C. Section
                             355(j)(5)(B)(iv) of the Federal Food, Drug and
                             Cosmetic Act, as amended.

                  1.4.17     "Force Majeure Events" - shall have the meaning set
                             forth in Section 25.1.

                  1.4.18     "Impax Common Stock" - shall mean Impax common
                             stock, $0.01 par value.

                  1.4.19     "IMS Data" - shall mean total prescription data
                             from IMS Health National Prescription Audit Plus
                             (TM), Complete Package - (retail, mail order, LTC,
                             prescriber specialty report).

                  1.4.20     "Impax Margin" - shall mean on a Product-by-Product
                             basis for each country in the Territory, an amount
                             equal to + percent (+%) of the Profit; provided,
                             however, for the Tier 2 Products in the U.S. such
                             amount shall be equal to + percent (+%) of the
                             Profit.

                  1.4.21     "Intellectual Rights Legal Expenses" - shall mean
                             all fees, out of pockets costs and expenses
                             (including, without limitation, all attorneys fees
                             and settlement costs), third party damages,
                             verdicts and/or awards incurred by either Party
                             and/or their respective Affiliates in connection
                             with the defense and/or arising out of a judgment
                             or settlement of an Intellectual Rights Suit.

                                       4

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+ Confidential portions omitted and filed separately with the Commission.

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                  1.4.22     "Intellectual Rights Suit" - shall mean any
                             litigation instituted by a third party relating to
                             a claim or claims of infringement of patents or
                             other intellectual property rights against Teva
                             and/or an Affiliate of Teva and/or their respective
                             directors and/or officers and/or employees and/or
                             consultants, and/or against Impax or an Affiliate
                             of Impax and/or their respective directors and/or
                             officers and/or employees and/or consultants during
                             or prior to the Term, related to or arising from
                             the filing of Regulatory Documentation for any
                             Product(s) and/or the manufacturing, Marketing, use
                             or offer for sale of any Product(s). An
                             Intellectual Rights Suit shall also include a
                             declaratory judgment action as referenced in
                             Section 17.

                  1.4.23     "Launch Date" - shall mean on a Product-by-Product
                             basis the date on which Teva makes its first
                             commercial sale of a particular Product to an
                             unrelated third party in an arms-length transaction
                             in a particular country in the Territory, and Impax
                             has supplied to Teva full launch quantities of such
                             Product for such country pursuant to Teva's
                             forecast.

                  1.4.24     "Manufacturing Costs" - shall mean on a
                             Product-by-Product basis, the total of all actual
                             direct manufacturing (including packaging material)
                             costs allocable to the manufacture of the
                             particular Products for each country in the
                             Territory, as determined in accordance with U.S.
                             GAAP, not to exceed, however, (i) for each Tier 1
                             Product, the amounts set forth in Annex B, plus the
                             Cost of Materials; and (ii) for each Tier 2 Product
                             and Tier 3 Product, the amounts to be agreed upon
                             by the Parties and added to Annex B promptly
                             following the filing of each ANDA for each Tier 2
                             Product and Tier 3 Product, plus the Cost of
                             Materials.

                  1.4.25     "Market" - shall mean to promote, distribute,
                             market, advertise and/or sell.

                  1.4.26     "Net Sales" - shall mean, on a Product-by-Product
                             basis, the gross amount invoiced for each of the
                             Products sold by Teva or Teva's Affiliates on an
                             arms-length basis in each country in the Territory,
                             less the sum of: (a) trade, quantity and/or cash
                             discounts, allowances, rebates, retroactive price
                             adjustments, free goods, bad debts, cash incentive
                             payments (e.g. slotting allowance), and
                             chargebacks; (b) credits or refunds for rejected,
                             outdated or returned Product; (c) any tax, duty or
                             other government charge upon or related to the
                             sale, delivery or use of that Product; (d) cost of
                             short dated Product, which is destroyed by Teva or
                             its Affiliates; (e) three percent (3%) as a
                             contribution towards selling, administrative and
                             other similar expenses of Teva; and (f) other
                             specifically identifiable amounts included in the
                             Product's gross sales that will have been or
                             ultimately will be credited and are substantially
                             similar to those listed above; in each case
                             determined in accordance with U.S. GAAP.

                                       5
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                  1.4.27     "Optional Products" - shall have the meaning set
                             forth in Section 4.1.

                  1.4.28     "Optional Territory" - shall mean Canada, Israel,
                             Mexico and each of the countries in the EU, Central
                             America and South America.

                  1.4.29     "OTC Product(s)" - shall mean the finished
                             pharmaceutical products listed in Annex A for the
                             non-prescription drug marketplace.

                  1.4.30     "Party", "Parties" - shall mean Teva and/or Impax,
                             as applicable.

                  1.4.31     "Person" - shall mean any individual, partnership,
                             association, corporation, limited liability
                             company, trust, or other legal person or entity.

                  1.4.32     "Product(s)" - shall mean the finished
                             pharmaceutical products listed in Annex A for the
                             prescription drug marketplace developed by or for
                             Impax or any of its Affiliates, including the five
                             (5) Tier 1 Products ("Tier 1 Products"), the three
                             (3) Tier 2 Products ("Tier 2 Products") the three
                             (3) additional Products to be agreed upon by the
                             Parties ("Tier 3 Products"), and subject to Section
                             4 hereof the Optional Products listed in Annex G.

                  1.4.33     "Profit" - shall mean, with respect to each
                             Product, calculated separately for each country in
                             the Territory, an amount equal to Net Sales less
                             the applicable Manufacturing Costs.

                  1.4.34     "Regulatory Authority" - shall mean any and all
                             governmental bodies, organizations and agencies
                             whose approval is necessary to develop,
                             manufacture, import, use, and/or Market the
                             Products in the relevant country of the Territory.

                  1.4.35     "Regulatory Documentation" - shall mean all
                             submissions to Regulatory Authorities, including
                             clinical studies, tests, and biostudies relating to
                             the Products, including, without limitation, all
                             ANDAs, 505(b)(2) applications, and DMFs, as well as
                             all correspondence with Regulatory Authorities
                             (registration and licenses, regulatory drug lists,
                             advertising and promotion documents), adverse event
                             files, complaint files, manufacturing records and
                             inspection reports.

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                  1.4.36     "Regulatory Expenses" - shall mean all costs and
                             expenses in connection with preparing, submitting,
                             obtaining and maintaining Approvals of the subject
                             Products.

                  1.4.37     "Revised Impax Margin" - shall mean, on a
                             Product-by-Product basis, an amount equal to the
                             product obtained by multiplying (a) a fraction, the
                             numerator of which is the subject Product sales in
                             the subject country in the Territory by Teva and
                             its Affiliates, based upon the IMS Data for the
                             three (3) month period immediately preceding the
                             Transaction Event, and the denominator of which is
                             the sum of the numerator plus the applicable
                             Competing Product sales in the subject country in
                             the Territory based upon the IMS Data for the three
                             (3) month period immediately preceding the
                             Transaction Event, by (b) the Impax Margin;
                             provided, however, that if such three (3) month
                             sales data is not available for either the Product
                             or the Competing Product, then the Revised Impax
                             Margin shall be deemed to be + percent (+%) of the
                             Profit unless and until the Parties otherwise agree
                             in good faith, taking into account the principles
                             underlying the above formula and the relative
                             commercial potential of each such Product and
                             Competing Product. For the purposes of calculating
                             the Revised Impax Margin, Net Sales, Manufacturing
                             Costs, and Profit for a Competing Product, shall be
                             calculated in the same manner as Net Sales,
                             Manufacturing Costs, and Profit are calculated for
                             a Product hereunder.

                  1.4.38     "Specifications" - shall mean, for a particular
                             Product, the agreed specifications, methods and
                             processes of the Product as contained in the
                             applicable Approval for that Product.

                  1.4.39     "Supply Term" - shall mean, on a Product-by-Product
                             basis for each country in the Territory, an initial
                             period of ten (10) years from the Launch Date of
                             that Product in the particular country in the
                             Territory and any extension periods pursuant to
                             Section 21.1, unless terminated prior to such date
                             as expressly provided for in this Agreement.

                  1.4.40     "Term" - shall mean the duration of this Agreement
                             starting on the Effective Date and continuing until
                             the end of the last to expire of the Supply Terms,
                             unless terminated prior to such date pursuant to
                             Section 21.



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+ Confidential portions omitted and filed separately with the Commission.

                                       7
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                  1.4.41     "Territory" - shall mean the U.S. and, subject to
                             Section 3, the Optional Territory.

                  1.4.42     "Transaction Event" - shall mean any merger,
                             acquisition, business combination or transaction of
                             any kind pursuant to which Teva or any of its
                             Affiliates acquires or obtains the right to Market
                             Competing Products in any countries in the
                             Territory.

                  1.4.43     "U.S." - shall mean the United States of America
                             and its territories, districts and possessions.

                  1.4.44     "U.S. GAAP' - shall mean generally accepted
                             accounting principles in the U.S., consistently
                             applied.

2        GRANT OF RIGHTS

         2.1      Impax, for itself and its Affiliates, grants to Teva and its
                  Affiliates in accordance with the terms and conditions of this
                  Agreement, the exclusive right (even as to Impax and its
                  Affiliates), under applicable Approvals and all other existing
                  or future rights owned or controlled by Impax or its
                  Affiliates, to Market the Products in the Territory throughout
                  the respective Supply Terms. The effective date of such grant
                  for (a) each of the Tier 1 Products for the U.S. shall be the
                  date that the Loan is reduced by the Milestone Amount
                  corresponding to the Launch Date Milestone Event for such
                  Product as set forth in Annex C or Annex D, as applicable, or
                  the date the Loan is reduced by fifty percent (50%) of such
                  Milestone Amount pursuant to Section 10.1 (b), as applicable,
                  and (b) for the Tier 2 Products and Tier 3 Products,
                  collectively, for the U.S., on the first Launch Date of any
                  Tier 2 Product or Tier 3 Product in the U.S. and (c) for the
                  Products for the Optional Territory as provided in Section
                  3.1. Teva accepts the grant of such exclusive Marketing rights
                  from Impax.

         2.2      Except as otherwise expressly provided in this Agreement and
                  subject to the provisions of Section 8, Impax and its
                  Affiliates shall, during the period from the Effective Date to
                  the expiration of the Supply Term for each of the Products,
                  (a) manufacture and supply to Teva and its Affiliates all of
                  their requirements for the Products in the Territory, and (b)
                  supply the Products for the Territory exclusively and only to
                  Teva and Teva's Affiliates in accordance with the terms of
                  this Agreement.

         2.3      Teva and its Affiliates shall, during the period from the
                  Effective Date to the expiration of the Supply Term for each
                  of the Products, obtain all quantities of the Products it
                  requires for Marketing the Products in the Territory from
                  Impax, except as otherwise specifically permitted by the terms
                  of this Agreement.

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         2.4      Neither Impax nor its Affiliates shall, directly or
                  indirectly, during the period from the Effective Date to the
                  expiration of the Supply Term for each of the Products, Market
                  such Product or cause or permit such Product to be Marketed in
                  or for the subject countries in the Territory, except as
                  otherwise specifically permitted by the terms of this
                  Agreement.

         2.5      Neither Impax nor its Affiliates shall, directly or
                  indirectly, during the period from the Effective Date to the
                  expiration of the Supply Term for each of the Products,
                  register, develop, manufacture, supply or Market any Competing
                  Product to such Product for any countries in the Territory,
                  except as otherwise may be specifically permitted by the terms
                  of this Agreement.

         2.6      Neither Teva nor its Affiliates shall, directly or indirectly,
                  during the Supply Term for each of the Products, Market any
                  Competing Product to such Product in the subject countries of
                  the Territory in which the applicable Product is Marketed by
                  Teva and/or its Affiliates hereunder, except as otherwise may
                  be specifically permitted by the terms of this Agreement.

         2.7      Teva shall within thirty (30) days of the completion of a
                  Transaction Event provide Impax with written notice of same (a
                  "Transaction Event Notice"). Notwithstanding the provisions of
                  Section 2.6, Teva shall have one (1) year from the date of
                  such Transaction Event to determine, in its sole discretion,
                  whether or not Teva or any of its Affiliates wish to Market in
                  any countries in the Territory the Competing Product and if so
                  with or without the subject Product. From and after the date
                  of written notice to Impax communicating such decision, Teva
                  shall pay Impax the Revised Impax Margin rather than the Impax
                  Margin with respect to the sale of such Competing Product
                  and/or Product in the subject countries in the Territory;
                  provided, however, if final Approval for the subject Product
                  has not been obtained in the given country then neither the
                  Impax Margin nor the Revised Impax Margin shall be payable to
                  Impax, and provided further that if the final Approval for the
                  subject Product has been obtained in the given country and
                  final Approval for the Competing Product has not been
                  obtained, then the Impax Margin (and not the Revised Impax
                  Margin) shall continue to be paid until such Approval for the
                  Competing Product has been obtained.

         2.8      In the event Teva or its Affiliate decides to Market in the
                  subject countries in the Territory only the Competing Product
                  pursuant to Section 2.7, then the grant hereunder to Teva
                  pursuant to Section 2.1 to Market such applicable Product for
                  the subject countries of the Territory shall terminate and
                  immediately revert back to Impax. Teva and Impax shall within
                  thirty (30) days of Teva's decision to Market only the
                  Competing Product make a good faith determination of the
                  financial consideration payable to Teva for such reversion
                  giving due regard to the financial contributions made by Teva
                  hereunder (including, without limitation, the Loan hereunder
                  and forgiveness of portions thereof). If the Parties are
                  unable to agree upon such consideration and terms of payment
                  within such thirty (30) days the dispute shall be resolved by
                  arbitration pursuant to Section 32.

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         2.9      In the event Teva or its Affiliate decides to Market in the
                  U.S. only the Competing Product of an applicable Tier 1
                  Product pursuant to Section 2.7, then, for purposes of
                  determining whether or not the relevant milestone events for
                  such Tier 1 Product have been met (assuming such milestone
                  events have not already been met on or before the date of the
                  Transaction Event), the respective Loan amount for such
                  milestones will be forgiven if Impax has achieved final
                  Approval (instead of meeting the Launch Date for such
                  milestone) in the U.S. for the subject Tier 1 Product no later
                  than the dates set forth in Annex C or Annex D, as applicable,
                  for the given Launch Date.

         2.10     In the event Teva or its Affiliate decides to Market both the
                  Competing Product and the applicable Product pursuant to
                  Section 2.7, Impax shall not be obligated to fill any purchase
                  order for such Product for the subject countries of the
                  Territory in excess of one hundred and thirty percent (130%)
                  of the amount last forecasted for the Calendar Quarter
                  immediately preceding the date Teva or its Affiliates
                  commences Marketing the Competing Product in such countries.

         2.11     Except as may otherwise be provided for under the provisions
                  of this Agreement, Teva shall use its commercially reasonable
                  best efforts to Market the Products in and for the Territory
                  in order to maximize Profits.

         2.12     Impax and its Affiliates shall not, directly or indirectly,
                  during the Term disclose to any third party any data, know-how
                  or information used or useful to develop, register or
                  manufacture the Products, if such third party may or has the
                  ability to use such data, know-how or information to directly
                  or indirectly Market a Competing Product in or for the
                  Territory.

         2.13     Impax shall provide to Teva within thirty (30) days of the
                  Effective Date and, thereafter, as soon as available, all
                  technical information, data and know-how in Impax's possession
                  or under its control with respect to the Products useful or
                  necessary for Teva or its nominee to set up a facility for the
                  commercial manufacture of the Products (the "Technical
                  Package") in accordance with and subject to the provisions of
                  this Agreement. Teva shall maintain the Technical Package
                  subject to the confidentiality restrictions set forth in
                  Section 20.

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         2.14     Teva and Impax, through the Working Committee referenced in
                  Section 6, below, shall in good faith negotiate and agree upon
                  the Tier 3 Products within ninety (90) days of the Effective
                  Date or such longer period of time as may be necessary and as
                  mutually agreed upon by the Parties (the "Tier 3 Period").
                  During the Tier 3 Period or until three (3) Tier 3 Products
                  have been agreed upon whichever shall first occur, neither
                  Impax nor any of its Affiliates shall directly or indirectly
                  grant to any third party the right to Market any product in
                  the Territory without first disclosing that product to Teva
                  and if Teva so desires, then the Parties shall designate that
                  product as a Tier 3 Product subject to the terms of this
                  Agreement.

         2.15.    Notwithstanding anything contained herein to the contrary, in
                  the event that Impax or any of its Affiliates shall directly
                  or indirectly develop, register, manufacture and/or Market any
                  OTC Products in the Territory the Parties shall in each such
                  case equally share any revenues, royalties or other
                  consideration received, directly or indirectly, by Impax or
                  any of its Affiliates on account of such activity in excess of
                  the first Five Hundred Thousand Dollars ($500,000) received,
                  directly or indirectly, by Impax and its Affiliates for all
                  OTC Products in the aggregate less, to the extent Impax shall
                  manufacture the subject OTC Product(s), documented
                  consideration paid to Impax to cover direct manufacturing
                  costs of such OTC Products.

         2.16     If any product containing the same active ingredients in the
                  same dosage form and strength as any of the Products is
                  approved by the FDA for sale by any third party to the
                  non-prescription drug marketplace prior to Impax achieving the
                  Milestone Amount corresponding to the Launch Date Milestone
                  Event set forth in Annex C or Annex D, as applicable, for the
                  corresponding Product or within six (6) months after Impax
                  achieves such milestone, then Teva shall have a credit in an
                  amount equal to fifty percent (50%) of all milestone amounts
                  corresponding to the subject Product to apply against the
                  payment of its share of any Regulatory Expenses and
                  Intellectual Rights Legal Expenses for any of the Products
                  hereunder.

         2.17     If any product containing the same active ingredients in the
                  same dosage form and strength as any of the Products is
                  approved by the FDA for sale by any third party to the
                  non-prescription drug marketplace after six (6) months and
                  prior to twelve (12) months following the achievement by Impax
                  of the Milestone Amount corresponding to the Launch Date
                  Milestone Event set forth in Annex C or Annex D, as
                  applicable, for the corresponding Product, then Teva shall
                  have a credit in an amount equal to twenty five percent (25%)
                  of all milestone amounts corresponding to the subject Product
                  to apply against the payment of its share of any Regulatory
                  Expenses and Intellectual Rights Legal Expenses for any of the
                  Products hereunder.

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3        OPTIONAL TERRITORY

         3.1      Teva shall have the option on a Product-by-Product basis to
                  add any or all of the Optional Territory to this Agreement by
                  delivering a notice in writing to Impax within twelve (12)
                  months following the Effective Date. During such twelve (12)
                  month period neither Impax nor any of its Affiliates shall
                  directly or indirectly negotiate with or grant any rights to
                  any of the Products to any third parties in or for the
                  Optional Territory. In the event that Teva exercises such
                  option, Impax shall have six (6) months following Teva's
                  written notification of exercise to choose on a
                  country-by-country basis with respect to the countries
                  selected by Teva to either (a) manufacture and supply Teva's
                  and its Affiliates' requirements and grant Teva and its
                  Affiliates the exclusive right to Market the Product(s)
                  designated by Teva in the subject countries, or (b) grant Teva
                  a non-exclusive right to manufacture, register and Market the
                  Product(s) designated by Teva in the subject countries. In the
                  event Impax chooses option (a), above, the Parties shall share
                  equally all future Regulatory Expenses and Intellectual Rights
                  Legal Expenses, attributable to such Product(s) in such
                  countries in the Territory, and Impax shall receive the Impax
                  Margin for the applicable Product(s). In the event Impax
                  chooses option (b), above, Teva and/or its nominee shall have
                  the right at its option to carry out in its discretion and at
                  its cost and expense all future activities to obtain Approvals
                  attributable to such Products in such countries of the
                  Territory and manufacture such Product(s) for such countries
                  in the Territory. In such case, the applicable Approvals shall
                  be in Teva's name and Teva shall be the sole owner thereof,
                  and Impax shall receive an amount equal to + percent (+%) of
                  Net Sales of the applicable Product(s) in the subject
                  countries (the "Optional Territory Fee"). Impax shall be
                  deemed to have chosen option (b), above, if Teva fails to
                  receive written notification from Impax within the applicable
                  six (6) month period.

         3.2      In the event option 3.1 (a) is exercised by Impax, the terms
                  and conditions of this Agreement respecting the U.S. shall
                  apply to such Products for the subject countries with the
                  following modifications: (in addition and subject to the above
                  provisions in Section 3.1 (a)).

                  3.2.1    Teva shall prepare each Approval for each of the
                           selected Products and use its commercially reasonable
                           best efforts to file such Approval and to obtain
                           Approval of each of the Products in the subject
                           countries from the Regulatory Authorities as promptly
                           as possible.

                  3.2.2    Teva shall use its commercially reasonable best
                           efforts to conduct all tests and studies reasonably
                           required to enable Teva to apply for, obtain and
                           maintain Approval for each of the Products in the
                           subject countries.


--------
+ Confidential portions omitted and filed separately with the Commission.


                                       12
<PAGE>

                  3.2.3    Impax shall grant Teva reasonable and unrestricted
                           access, without any charges, costs or expense, to any
                           and all relevant documentation, data, information,
                           tests, studies or know-how related to the Products,
                           including without limitation, any Regulatory
                           Documentation, in its possession or under its
                           control, and provide free of charge any and all
                           assistance that Teva may reasonable request in order
                           for Teva to perform its obligations under this
                           Agreement.

                  3.2.4    Teva shall be primarily responsible for all
                           communications with the Regulatory Authorities in the
                           subject countries relating to the Approval of the
                           Products in the subject countries; provided, however,
                           Teva and Impax shall collaborate in determining the
                           appropriate strategy for obtaining and maintaining
                           Approval of the Products in the subject countries and
                           Teva shall promptly provide to Impax copies of all
                           filings, documents and correspondence directed to
                           such Regulatory Authorities and related to the
                           Products in draft form for comment by Impax and,
                           provided further, that Teva shall in good faith give
                           due regard to reasonable comments, suggestions and
                           input from Impax. Teva shall promptly provide to
                           Impax copies of all documents and correspondence
                           received by Teva from the Regulatory Authorities that
                           are related to obtaining and maintaining Approval of
                           the Products, and Teva shall allow Impax to attend in
                           all meetings with same.

                  3.2.5    The Approvals shall be filed in Impax's name and
                           Impax shall be the sole owner of such Approvals and
                           Regulatory Documentation in connection therewith to
                           the extent permitted by Applicable Law and subject to
                           the grant hereunder to Teva. If not permitted the
                           Approvals shall be filed in Teva's or its nominee's
                           name.

                  3.2.6    Teva shall assume direction and control of any
                           Intellectual Rights Suit for the Tier 1 Products in
                           the manner provided for the Tier 2 Products and Tier
                           3 Products as set forth in Section 15.5. Settlement
                           of payments with respect to such expenses shall be
                           effected within thirty (30) days following each
                           Calendar Quarter and payment made to the Party
                           entitled.

                  3.2.7    Teva shall have the right to appoint a third party on
                           a country-by-country and/or Product-by-Product basis
                           to register and/or Market the Products in the
                           Optional Territory. Teva shall provide written notice
                           to Impax of any such appointment.



                                       13
<PAGE>

                  3.2.8    The Profit for the applicable Products in the subject
                           countries shall be reduced by Teva's and/or its
                           nominee's direct Marketing expenses.

                  3.2.9    Subject to Section 3.2.6, the provisions of Section
                           15.5 and 15.6 hereof shall apply to all Teva selected
                           Products in the subject countries.

                  3.2.10   With respect to any Transaction Events that have
                           occurred prior to such exercise by Impax, Teva shall
                           have the right to issue a Transaction Event Notice
                           within sixty (60) days of Impax's exercise of option
                           (a).

         3.3      In the event option 3.1 (b) is exercised by Impax, (a) none of
                  the provisions of this Agreement, except Sections 1, 2.15,
                  3.1, 3.3, 4.1, 9, 11.4, 11.6, 11.8, 12, 13, 14 and 20 - 33
                  shall apply to Teva and/or Impax or their respective
                  Affiliates for the subject countries; and (b) Impax shall
                  grant Teva reasonable and unrestricted access without charge
                  to any and all relevant documentation, data, information,
                  tests, studies, or know how related to such Products,
                  including without limitation, the Regulatory Documentation, in
                  its possession or under its control, and provide free of
                  charge any and all assistance that Teva may reasonably request
                  in order for Teva to prepare, file, obtain and maintain the
                  Approvals for the subject countries, and to manufacture the
                  Products for the subject countries.

4.       OPTIONAL PRODUCT

         4.1      Teva shall have the option to add the products listed in Annex
                  G (the "Optional Products") to this Agreement as Tier 1
                  Products upon issuance of written notice to Impax at any time
                  from the Effective Date until February 1, 2002. In the event
                  of such election, the terms and conditions of this Agreement
                  respecting Tier 1 Products shall apply in the same manner to
                  the Optional Products with the following modifications:

                  (a)      Impax shall provide to Teva the Technical Package
                           with respect to the Optional Products within thirty
                           (30) days following receipt of Teva's written notice
                           pursuant to this Section 4.1.

                  (b)      Teva shall have six (6) months following the written
                           notification to Impax pursuant to this Section 4.1 to
                           add the Optional Products to any or all of the
                           Optional Territory in accordance with the terms and
                           conditions set forth in Sections 3.1 - 3.3.

                                       14
<PAGE>


         4.2      In the event Teva does not exercise the option under Section
                  4.1 to add the Optional Products to this Agreement, it shall
                  have the right to extend the option period, upon written
                  notice of extension given to Impax prior to February 1, 2002,
                  until ten (10) business days following the last tentative
                  Approval by the FDA for all Optional Products. If Teva extends
                  the option period and subsequently does not exercise this
                  option with respect to the Optional Products in the U.S., and
                  thereafter during the Term, Markets in the U.S. a product
                  containing the same active ingredients in the same dosage form
                  and strength as any of the Optional Products, Teva shall pay
                  to Impax consideration for such extension to be agreed upon by
                  the Parties in good faith.

         4.3      In the event that Teva does not add the Optional Products to
                  this Agreement pursuant to Section 4.1 or 4.2, then, the
                  milestones in Annex C shall be amended as provided in Annex D,
                  and Impax shall repay to Teva on January 15, 2004 pursuant to
                  the provisions of Section 10.1 Five Million U.S. Dollars (U.S.
                  $5,000,000) in addition to any other amounts owed to Teva if
                  Impax fails to meet any of the milestones set forth in Annex
                  D.

5        REGULATORY APPROVAL

         5.1      Impax shall prepare each ANDA for each of the Products and use
                  its commercially reasonable best efforts to file such ANDAs
                  and to obtain Approval of each of the Products in the U.S.
                  from the FDA as promptly as possible.

         5.2      Impax shall use its commercially reasonable best efforts to
                  conduct all tests and studies reasonably required to enable
                  Impax to apply for, obtain and maintain Approval for each of
                  the Products in the U.S.

         5.3      Impax shall be primarily responsible for all communications
                  with the FDA relating to the Approval of the Products in the
                  U.S.; provided, however, Teva and Impax shall collaborate in
                  determining the appropriate strategy for obtaining and
                  maintaining Approval of the Products in the U.S. and Impax
                  shall promptly provide to Teva copies of all Regulatory
                  Documentation and all other filings, documents and
                  correspondence directed to the FDA and related to the Products
                  in draft form for comment by Teva and, provided further, that
                  Impax shall in good faith give due regard to the reasonable
                  comments, suggestions and input from Teva. Impax shall
                  promptly provide to Teva copies of all Regulatory
                  Documentation and all other documents and correspondence
                  received by Impax from the FDA that are related to obtaining
                  and maintaining Approval of the Products, and Impax shall
                  allow Teva to attend all meetings with the FDA.

         5.4      The ANDAs shall be filed in Impax's name and Impax shall be
                  the sole owner of such Approvals and Regulatory Documentation
                  in connection therewith, subject to Teva's rights hereunder.

                                       15
<PAGE>

         5.5      Impax shall grant Teva reasonable and unrestricted access,
                  without any charges, costs or expense, to any and all relevant
                  documentation, data, information, tests, studies or know-how
                  related to the Products, including without limitation, the
                  ANDA and/or other Regulatory Documentation, in its possession
                  or under its control, and provide free of charge any and all
                  assistance that Teva may reasonably request in order for Teva
                  to perform its obligations under this Agreement.

         5.6      Teva or its Affiliates shall be responsible for filing each of
                  the Products, and thereafter processing such filings with
                  appropriate federal, state or private formularies in the
                  Territory.

         5.7      Each Party shall perform, or cause to be performed, its
                  activities in furtherance of the provisions of this Section 5
                  in a good scientific manner, in compliance in all material
                  respects with all requirements of Applicable Law, and in an
                  efficient and expeditious manner.

         5.8      Impax and Teva shall share equally all reasonable
                  out-of-pocket Regulatory Expenses incurred by either Party
                  and/or their respective Affiliates, after the Effective Date
                  for the Territory; provided, however, Impax shall bear all
                  Regulatory Expenses for Tier 1 Products for the U.S. and
                  fifty-five percent (55%) of Regulatory Expenses for Tier 2
                  Products for the U.S. Settlement of payments with respect to
                  Regulatory Expenses shall be effected within thirty (30) days
                  following the end of each month and payment made to the Party
                  entitled.

         5.9      Teva shall pay to Impax Three Hundred Thousand U.S. Dollars
                  (U.S. $300,000) within thirty (30) days following the
                  Effective Date for regulatory expenses incurred by Impax prior
                  to the Effective Date for development of the Tier 2 Products.

6        WORKING COMMITTEE

         Within thirty (30) days of the Effective Date, each of Teva and Impax
         shall appoint three (3) appropriately qualified representatives to a
         working committee to coordinate the selection and identification of the
         Tier 3 Products, to facilitate the exchange of information relating to
         the development of the Products, to monitor the costs and activities
         related to the development and manufacture of the Products, and to
         oversee the renovation and construction of the new Impax manufacturing
         facilities in Hayward, California (the "Working Committee"). In each
         instance such activities shall not extend beyond the scope of this
         Agreement relating to the Products in the Territory.

7        SUPPLY

         7.1      Subject to Teva's compliance with Section 8, Impax shall use
                  its commercially reasonable best efforts to supply on a timely
                  basis all of Teva's and its Affiliates' requirements for the
                  Products for the Territory.

                                       16
<PAGE>

         7.2      Without limiting the provisions of Section 8.2, Impax shall
                  use its commercially reasonable best efforts to ensure that it
                  has an adequate supply of API and other ingredients required
                  for the manufacture of the Products in order to meet at least
                  one hundred and twenty percent (120%) of Teva's and its
                  Affiliates' forecasted requirements for the Products for the
                  Territory. In furtherance of the foregoing obligation, Impax
                  hereby acknowledges that Teva (including its Affiliates) is
                  and shall remain throughout the Supply Term a preferred
                  customer and as such shall have priority over all other
                  parties (including Impax and its Affiliates) with regard to
                  the supply of API and Products.

         7.3      Without limiting any of its obligations under this Agreement,
                  in the event that for any reason Impax may have an
                  insufficient supply of API and other required ingredients to
                  meet its obligations under Section 7.1, Impax shall use its
                  commercially reasonable best efforts to obtain a third party
                  source for such API and other required ingredients in
                  consultation with Teva through the Working Committee.

         7.4      Impax shall supply the Products to Teva and its Affiliates in
                  finished final dosage form and fully packaged.

         7.5      Subject to the provisions of Section 8, Teva, its Affiliates
                  and/or a third party reasonably acceptable to both Parties
                  shall have the right, at Teva's sole option, to manufacture
                  any of the Products in the event of the inability of Impax to
                  meet Teva's and/or its Affiliates' requirements for such
                  Products for any reason including, but not limited to, force
                  majeure, provided, however, that Impax shall have failed to
                  cure such inability within sixty (60) days of written notice
                  from Teva. In the event Teva and/or its Affiliate and/or such
                  third party, as applicable, shall elect to manufacture any of
                  the Products: (a) Impax agrees that upon receipt of the
                  above-referenced notice and expiration of the sixty (60) day
                  cure period, to the extent not otherwise contained in the
                  Technical Package, it shall promptly furnish free of charge
                  all technical information, data and know-how, including
                  without limitation, any Regulatory Documentation, and provide
                  such cooperation (including the reasonable availability of
                  Impax personnel) as reasonably required to enable Teva, its
                  Affiliate and/or such third party, as applicable, to
                  effectively manufacture and supply Teva's and its Affiliates'
                  requirements of the Products for the applicable countries of
                  the Territory; (b) the Impax Margin or Revised Impax Margin
                  (as the case may be) for such Products shall be reduced by
                  fifty percent (50%) (in half); and (c) Teva shall receive a
                  credit against any payments thereafter due or outstanding to
                  Impax under this Agreement for any and all reasonable
                  out-of-pocket costs incurred by Teva and/or its Affiliates,
                  and/or paid by Teva to Impax, in connection with or resulting
                  from the foregoing manufacturing activities and/or transfer
                  (including, without limitation, for any required tests or
                  studies and for any expenses incurred by Teva and/or its
                  Affiliates pursuant to Section 7.10 in connection with the
                  applicable Products).

                                       17
<PAGE>

         7.6      Impax shall use its commercially reasonable best efforts in
                  accordance with its standard manufacturing practices to reduce
                  its Manufacturing Costs of each of the Products throughout the
                  respective Supply Term in order to maximize Profit. In the
                  event that any of Impax's Manufacturing Costs excluding Cost
                  of Materials for any of the Products equal or exceed
                  seventy-five percent (75%) of the amounts set forth in Annex
                  B, the Parties shall negotiate on a Product-by-Product basis
                  in good faith a way to reduce such Manufacturing Costs,
                  including, without limitation, by transferring the manufacture
                  of the Products to Teva, its Affiliates and/or a third party,
                  and the sharing of costs associated with such transfer.

         7.7      If Teva believes that all or any part of any lot of Product it
                  obtains from Impax has not been manufactured in accordance
                  with the requirements of this Agreement, including, without
                  limitation, with the Specifications, Impax's representations
                  and warranties hereunder or any other defect in the Product,
                  or that there is a shortage of Product, then Teva will
                  promptly notify Impax in writing setting forth in reasonable
                  detail the alleged nonconformity, defect or shortage. Subject
                  to the provisions of Section 7.9, Teva agrees to notify Impax
                  of any nonconformity, defect or shortage of any shipment of
                  Product that Teva discovers by its standard receiving
                  procedures within thirty (30) days after Teva's receipt of the
                  Product from Impax. Upon receipt of such notification of
                  nonconformance, defect or shortage, Impax will have fifteen
                  (15) days to inspect the affected Product and make a
                  reasonable assessment of the alleged nonconformance, defect or
                  shortage. If the Parties agree that there is a nonconformance,
                  defect or shortage, Impax, at its sole cost and expense, shall
                  promptly replace any nonconforming or defective Product or
                  make up the shortage, to be shipped at Impax's cost.
                  Nonconforming or defective Product will be returned to Impax
                  at its expense.

         7.8      Any dispute between the Parties concerning the rejection of
                  all or any part of a shipment of Product (including, without
                  limitation, any Latent Defects) which the parties are unable
                  to resolve within a sixty (60) day period will be submitted to
                  an agreed upon qualified independent laboratory for testing
                  using test methods set forth in the Approval for the Product
                  and/or any other mutually agreed upon test methods. Impax will
                  use its best efforts to replace promptly any shipment or
                  portion of a shipment under dispute until the dispute is
                  resolved. The replacement Product and the cost of the
                  laboratory will be at Impax's cost if the laboratory finds
                  that the lot in question is non-conforming to Specifications
                  or otherwise defective. The costs of the independent
                  laboratory will be paid by Teva if the lot in question is
                  found by the laboratory to be conforming and compliant. The
                  findings of the laboratory shall be final and binding upon the
                  Parties, and shall not be subject to appeal or review by any
                  third party.

                                       18
<PAGE>

         7.9      The Parties acknowledge that it is possible for Product to
                  have manufacturing defects that are not discoverable upon
                  reasonable physical inspection or testing (referred to as
                  "Latent Defect" or "Latent Defects"). Latent Defects may
                  include, by way of illustration and not definition or
                  limitation, defects not present in preshipment samples, loss
                  of stability, separation, discoloration or other manufacturing
                  defects. Impax is responsible for all Latent Defects that are
                  attributable to the production of the Product by or on behalf
                  of Impax or failure of such Product to otherwise comply with
                  the provisions of this Agreement (including without
                  limitation, Impax's representations and warranties hereunder).
                  As soon as Impax discovers or becomes aware of a Latent Defect
                  in any Product it produced and shipped, it will immediately
                  notify Teva of the lot(s) involved and Impax will replace that
                  Product in the manner described in Sections 7.7 and 7.8,
                  above.

         7.10     In order to ensure continuous supply of the Products and to
                  maximize sales and profits, commencing six (6) months
                  following the Effective Date, at Teva's option, on a
                  Product-by-Product and country-by-country basis, the Parties
                  shall use their commercially reasonable best efforts to
                  supplement for each of the Products the ANDAs submitted with
                  the FDA as of the Effective Date, as well as any Approvals
                  (including ANDAs) to be submitted with the FDA or any non-U.S.
                  Regulatory Authority thereafter in order to permit Teva and/or
                  its Affiliate or a third party reasonably acceptable to both
                  Parties, to manufacture and/or package the Products for the
                  Territory. Subject to Impax providing an estimate of
                  anticipated expenses, and except as otherwise provided in
                  Section 7.5 and 7.6, above Teva shall pay all expenses
                  associated with the foregoing, such expenses consisting of
                  pre-approved reasonable out-of-pocket expenses of Impax,
                  supply of API at cost to Impax, and a per diem charge of One
                  Thousand U.S. Dollars (U.S. $1,000) for each employee of
                  Impax, assisting at Teva's request, with supplementing the
                  ANDAs.

8        FORECASTS AND ORDERS

         8.1      Within one hundred and eighty (180) days prior to the
                  anticipated Launch Date for each of the Products for each
                  country in the Territory, Teva shall provide to Impax a
                  nonbinding written forecast of estimated quantities of Product
                  that Teva and its Affiliates anticipate ordering from Impax
                  during the twelve (12) month period commencing with the Launch
                  Date for such country. Teva shall update such forecast on a
                  Calendar Quarter rolling basis, for the twelve (12) month
                  period commencing ninety (90) days from each such update. Teva
                  shall communicate any changes to its forecast as soon as the
                  changes are known by Teva. Teva shall use its commercially
                  reasonable best efforts to ensure the accuracy of its
                  forecasts. The first quarter of each such updated forecast
                  shall be deemed a firm purchase order.

                                       19
<PAGE>

         8.2      Each firm purchase order shall set forth the quantities of
                  Products ordered, dates for delivery of the Products, the
                  country for which the Products are designated, the place of
                  delivery and reasonable instructions for shipping. Impax shall
                  supply to Teva and its Affiliates' the quantity of Products on
                  the delivery dates and at the delivery destination stated
                  therein; provided, however, Impax shall not be obligated but
                  shall be required to use its commercially reasonable best
                  efforts to fill any purchase order to the extent of quantities
                  exceeding one hundred and twenty percent (120%) of the amount
                  last forecasted for the applicable Calendar Quarter except as
                  otherwise provided in Section 2.10.

         8.3      Any terms and conditions of an invoice, acknowledgement or
                  similar document provided by Impax for Products, or, any terms
                  and conditions of purchase orders provided by Teva for
                  Products, which are inconsistent with or in addition to the
                  terms of this Agreement shall be null and void.

9        TRADEMARK(S)

         Teva and its Affiliates shall have the right, in their respective sole
         discretion and at their expense, to select and to register any of their
         trademarks, as they wish to employ in connection with the Marketing of
         any of the Products in any of the countries in the Territory and to
         Market Product using such trademarks. Teva or its Affiliate shall own
         all right, title and interest in and to all such trademarks, and Impax
         hereby agrees it shall have no right, title or interest in same.

10       CONSIDERATION AND LOAN

         10.1     Teva shall, within five (5) business days of the Effective
                  Date, loan to Impax the sum of Twenty Two Million U.S. Dollars
                  (U.S. $22,000,000) (the "Loan") towards the development of the
                  Products and the establishment of the production facilities
                  and infrastructure necessary to meet Teva's and/or its
                  Affiliates' Product requirements hereunder. Impax hereby
                  undertakes and agrees that it shall expend not less than
                  Twenty Two Million U.S. Dollars (U.S. $22,000,000) towards the
                  construction of the production facilities located in Hayward
                  California, including the facility located on San Antonio
                  Street (the "New Facility") and the development of the
                  Products. The Loan shall be evidenced by Impax's promissory
                  note in the form annexed hereto at Annex H (the "Note").
                  Without limiting any other rights and remedies available to
                  Teva under this Agreement, the Note, at law or in equity, from
                  and after the occurrence of an Event of Default as defined in
                  Section 10.7 Teva shall have the right to declare the Loan
                  immediately due and payable by delivering written notice to
                  such effect to Impax. Impax shall repay the then outstanding
                  balance of the Loan to Teva, in cash, within thirty (30) days
                  of its receipt of such notice. In the event Impax achieves the
                  milestones set forth in Annex C or Annex D, as applicable, on
                  a timely basis, then the outstanding balance of the Loan shall
                  be reduced by the corresponding amounts designated for each
                  such achieved milestone (each such amount is referred to
                  herein as the "Milestone Amount"). If, on the other hand,
                  Impax fails to meet any of the milestones set forth in Annex C
                  or Annex D, as applicable, by the respective dates set forth
                  for each such milestone (including as a result of an early
                  termination of this Agreement), then Teva shall have the
                  option, on a Product-by-Product basis with respect to the
                  applicable milestone, to either:

                                       20
<PAGE>

                  (a)      require Impax to repay to Teva that portion of the
                           Loan equal to the applicable Milestone Amount; or

                  (b)      require Impax to repay to Teva that portion of the
                           Loan equal to fifty percent (50%) of the applicable
                           Milestone Amount.

                  Repayment by Impax of the amounts under subparagraphs (a) and
                  (b), above, and Section 4.3, if applicable, shall be made to
                  Teva not later than January 15, 2004, and shall be paid, at
                  the option of Impax, in cash or (subject to Section 10.5) in
                  Impax Common Stock at the Designated Share Price.

         10.2     In the event Teva chooses option 10.1(a), above, then the
                  grant to Teva with respect to the Marketing of the subject
                  Product for the U.S. shall be deemed nonexclusive and
                  effective as of such exercise, and the provisions of Sections
                  2.3 - 2.11 and such other provisions of this Agreement
                  respecting Competing Products of the subject Products shall no
                  longer apply to Teva and/or Impax or their respective
                  Affiliates with respect to such Products for the U.S.;
                  provided, however, in any event, Impax shall remain obligated
                  to supply Teva's and/or its Affiliates' requirements of the
                  applicable Product on a most-favored basis.

         10.3     Subject to the provisions of the Stock Purchase Agreement,
                  being executed by the Parties concurrently herewith, and
                  Section 10.5, Teva shall, on each of September 15, 2001,
                  December 15, 2001, March 15, 2002 and June 15, 2002, purchase
                  from Impax such number of shares of Impax Common Stock at the
                  Designated Share Price as equals Three Million Seven Hundred
                  and Fifty Thousand U.S. Dollars (U.S. $3,750,000).

         10.4     Upon the first Launch Date of any Tier 2 or Tier 3 Product in
                  the U.S., Teva shall sell back to Impax for an aggregate
                  purchase price of One U.S. Dollar (U.S. $1.00) such number of
                  shares of Impax Common Stock that equals sixteen and two
                  thirds percent (16 2/3%) of the aggregate shares of Impax
                  Common Stock purchased by Teva from Impax pursuant to Section
                  10.3.

                                       21
<PAGE>

         10.5     Notwithstanding anything contained in Sections 10.1 or 10.3 to
                  the contrary, in no event shall Teva be obligated to purchase
                  (or accept as repayment of the Loan pursuant to Section 10.1)
                  such number of shares of Impax Common Stock that at the time
                  of transfer to Teva or its Affiliate would, in the aggregate,
                  exceed nineteen point nine percent (19.9%) of the then issued
                  and outstanding shares of Impax Common Stock. If any such
                  transfer would result in Teva and its Affiliates owning more
                  than nineteen point nine percent (19.9%) of the outstanding
                  Impax Common Stock then, at Teva's request, such excess
                  amounts shall be paid by Impax to Teva in cash.

         10.6     Throughout the period that the Loan, or any portion thereof,
                  is outstanding, Impax hereby covenants and agrees it will not,
                  nor will it permit any of its Affiliates to:

                  (a)      Liquidate, windup or dissolve.

                  (b)      Assume, endorse, be or become liable for or guarantee
                           any indebtedness of any Person excluding however, the
                           endorsement of negotiable instruments for deposit or
                           collection in the ordinary course of business.

                  (c)      Declare or pay any dividends on its capital stock
                           (other than dividends payable solely in shares of
                           Impax Common Stock), or purchase, redeem, retire or
                           otherwise acquire any of its capital stock at any
                           time outstanding except as provided in Section 10.4,
                           except any Affiliate wholly owned by Impax may
                           declare and pay dividends to Impax.

                  (d)      Materially alter the nature of its business.

                  (e)      Directly or indirectly purchase, acquire or lease any
                           property from, or sell, transfer or lease any
                           property to, or enter into any other transaction,
                           with any Affiliate of Impax or any party related to
                           the management of Impax except the assignment of
                           Impax's right to purchase the New Facility to
                           Affiliates (subject to Teva's rights pursuant to
                           Section 10.11) at prices and on terms not less
                           favorable to it than those which would have been
                           obtained in an arm's-length transaction with a
                           non-affiliated third party.

                                       22
<PAGE>

         10.7     Subject to any applicable grace, notice and cure period
                  provided for herein the occurrence and the continuance of any
                  of the following events is referred to herein as an "Event of
                  Default":

                  (a)      If Impax shall fail to pay, when due, any portion of
                           the Loan or interest thereon; or

                  (b)      Any representation or warranty made by Impax herein
                           or in the Stock Purchase Agreement or Registration
                           Rights Agreement shall prove to have been false in
                           any material respect on or as of the date made; or

                  (c)      This Agreement or the Stock Purchase Agreement or the
                           Registration Rights Agreement is terminated by Teva
                           as a result of a breach, default, misrepresentation
                           or other act or omission by Impax giving rise to the
                           right of termination by Teva hereunder or thereunder,
                           respectively.

         10.8     The purchase of Impax Common Stock by Teva or the repayment of
                  all or a portion of the Loan by Impax in shares of Impax
                  Common Stock pursuant to this Section 10 shall be conditioned
                  upon the execution by the Parties of a Stock Purchase
                  Agreement and Registration Rights Agreement in the form
                  attached as Annex E.

         10.9     The Loan shall bear interest at the annual rate of eight
                  percent (8%) accruing from the date of grant (the "Interest
                  Obligation"). The Interest Obligation shall be due and payable
                  on January 15, 2004 or such earlier date that the outstanding
                  balance of the Loan is due (without right of set-off,
                  deduction or other withholding), to the extent there remains
                  any outstanding balance on the Loan pursuant to this Section
                  10, and only with respect to such portion of the Loan that had
                  not been forgiven as of such date. Notwithstanding the
                  foregoing, Teva agrees to forgive the Interest Obligation in
                  the event and upon the date that Impax has obtained tentative
                  or final Approvals for any three of the Products.

         10.10    By no later than December 31, 2001, as additional security for
                  the repayment of the Loan, Impax shall grant to Teva a
                  mortgage on the New Facility subordinate to a senior lien of
                  up to Three Million U.S. Dollars ($3,000,000) in form and
                  substance reasonably satisfactory to Teva, or such other
                  collateral as may be reasonably satisfactory to Teva.

11       PRICES, TERMS, CONDITIONS, TITLE AND RISK

         11.1     Impax shall deliver each order of Products to Teva and its
                  Affiliates CIP (as per Incoterms 2000) to a location to be
                  designated by Teva or its Affiliates.

         11.2     Impax will invoice Teva when Product is shipped to Teva at an
                  amount equal to the applicable Manufacturing Cost. Teva shall
                  subject to Sections 7.7, 7.8 and 7.9 pay for such Product
                  thirty (30) days from the date of receipt of the applicable
                  shipment.

                                       23
<PAGE>

         11.3     Within thirty (30) days following each Calendar Quarter during
                  the Supply Term, Teva shall compute and report to Impax in a
                  mutually acceptable format the Net Sales and Profit for each
                  Product in each country in the Territory during that Calendar
                  Quarter and Teva shall pay to Impax the Impax Margin, Revised
                  Impax Margin, or Optional Territory Fee, as the case may be,
                  for each Product for that Calendar Quarter as reflected in the
                  report. In addition, within seven (7) business days after the
                  end of each month, Teva shall provide to Impax information
                  (which could be good faith estimates if final data is not
                  available) as to the amount of Net Sales, Profit, and number
                  of units sold of each Product during that month.

         11.4     Teva shall have the sole and exclusive right to determine all
                  terms and conditions of sale of the Products to its customers.

         11.5     Subject to Teva having received full launch quantities of the
                  applicable Product based upon Teva's forecast, Teva shall
                  launch each Product on a country-by-country basis within
                  fifteen (15) days of final Approval of each Product; provided,
                  however, that if either Party has a written opinion of patent
                  counsel reasonably acceptable to the other Party that launch
                  would result in a significant risk of damages for infringement
                  of third party intellectual property rights, then the Parties
                  shall agree upon a later launch for such Product in the
                  subject country in the Territory or, alternatively, Teva may
                  compel launch of the Product in such country in the Territory.
                  If Teva so compels a launch of a Product in any country in the
                  Territory, then it shall indemnify, defend and hold harmless
                  Impax for any damages and expenses of an Intellectual Rights
                  Suit to the extent directly related to the patents set forth
                  in the above-referenced Impax patent opinion and to the extent
                  caused by the launch of the Product and not attributable in
                  whole or in part to any untrue representation or warranty of
                  Impax or breach of a covenant made by Impax hereunder.
                  Further, in such case, (a) during the period commencing with
                  the applicable Launch Date and ending on the earlier of six
                  (6) months or the date the Parties receive a final
                  non-appealable court decision with respect to the applicable
                  Intellectual Rights Suit, if any, the Impax Margin shall be
                  deemed to be + percent (+%) and Revised Impax Margin, if
                  applicable, shall be reduced by thirty percent (30%) and (b)
                  any expenses and/or damages paid by Teva in connection with
                  any Intellectual Rights Suit related to the applicable
                  Product, or the above indemnity, shall be set-off, credited or
                  reimbursed against any amounts paid or payable to Impax
                  hereunder related to such Product (including, without
                  limitation, Impax Margin, Revised Impax Margin, and Optional
                  Territory Fee).


--------
+ Confidential portions omitted and filed separately with the Commission.

                                       24
<PAGE>

         11.6     Teva and its Affiliates shall permit an independent certified
                  public accounting firm selected by Impax, and reasonably
                  acceptable to Teva, to have access, during normal business
                  hours and upon reasonable prior notice (not more often than
                  once in any calendar year), to those books and records
                  maintained by Teva necessary for Impax to verify the accuracy
                  of Teva's calculation of any Net Sales, Profit, Regulatory
                  Expenses, Impax Margin, Revised Impax Margin and/or Optional
                  Territory Fee hereunder for any period ending not more than
                  five (5) years prior to the date of such request. All such
                  information shall be retained on a confidential basis by the
                  accounting firm, and such accounting firm's use of such
                  information shall be limited to the aforementioned
                  verification.

         11.7     Impax and its Affiliates shall permit an independent certified
                  public accounting firm selected by Teva, and reasonably
                  acceptable to Impax, to have access, during normal business
                  hours and upon reasonable prior notice (not more often than
                  once in any calendar year), to those books and records
                  maintained by Impax necessary for Teva to verify the accuracy
                  of Impax's calculation of any Manufacturing Costs, Regulatory
                  Expenses and/or Intellectual Rights Legal Expenses hereunder
                  for any period ending not more than five (5) years prior to
                  the date of such request. All such information shall be
                  retained on a confidential basis by the accounting firm, and
                  such accounting firm's use of such information shall be
                  limited to the aforementioned verification.

         11.8     Teva and Impax shall calculate and record Net Sales,
                  Manufacturing Costs, Profit, Impax Margin, Revised Impax
                  Margin, Optional Territory Fee, Regulatory Expenses and/or
                  Intellectual Rights Legal Expenses in accordance with U.S.
                  GAAP, and shall maintain all books and records related thereto
                  in accordance with standard cost accounting policies and
                  practices, in accordance with U.S. GAAP for the Term plus an
                  additional three (3) years thereafter.

12       ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF IMPAX

         12.1     Impax hereby represents and/or warrants and/or undertakes to
                  Teva that:

                  12.1.1     it has the corporate authority to enter into this
                             Agreement and to perform its obligations hereunder;

                                       25
<PAGE>

                  12.1.2     neither the execution and delivery of this
                             Agreement by Impax nor its performance hereunder
                             conflicts with or results in any violation or
                             breach of, or constitute (with or without due
                             notice or lapse of time or both) a default under
                             any of the terms or conditions of any note, bond,
                             mortgage, indenture, license, agreement or other
                             instrument or obligation to which it or any of its
                             Affiliates is a party or by which it or any of its
                             Affiliates or any of their respective properties or
                             assets may be bound, or to its best knowledge,
                             violate any statute, law, rule, regulation, writ,
                             injunction, judgment, order or decree of any court,
                             administrative agency or governmental authority
                             binding on it or any of its Affiliates or any of
                             their respective properties or assets, excluding
                             any such breaches or defaults that, individually
                             and in the aggregate, would not have a material
                             adverse effect on its business or financial
                             condition;

                  12.1.3     this Agreement is a legal, valid and binding
                             agreement of Impax enforceable in accordance with
                             its terms;

                  12.1.4     neither it nor any of its Affiliates have or will,
                             directly or indirectly, enter into any contract or
                             any other transaction with any third party or
                             Affiliate that conflicts or derogates from its
                             undertakings hereunder;

                  12.1.5     all Products supplied to Teva or its Affiliates
                             shall: (a) meet the applicable Specifications at
                             the time of shipment; (b) meet regulatory
                             requirements of any relevant Regulatory Authority
                             in the Territory; (c) be manufactured, packaged,
                             tested, stored and shipped in accordance with
                             applicable cGMPs, the Approvals, and Applicable
                             Law; (d) not be adulterated or misbranded under the
                             United States Food, Drug and Cosmetic Act including
                             any other relevant laws and regulations of the
                             Territory as amended from time to time; and (e) be
                             produced, packaged, tested and stored in facilities
                             that have been approved by the applicable
                             Regulatory Authority, to the extent required by
                             Applicable Law;

                  12.1.6     the API does not violate, infringe, or otherwise
                             conflict or interfere with the intellectual
                             property of any third party in the U.S. and, to
                             Impax's best knowledge, the API does not violate,
                             infringe, or otherwise conflict or interfere with
                             the intellectual property of any third party in any
                             other country of the Territory;

                                       26
<PAGE>

                  12.1.7     Impax has furnished Teva with access to a complete
                             copy of the U.S. Regulatory Documentation for the
                             Products, including all material amendments and
                             supplements thereto; Impax is and was, at all times
                             prior to the Effective Date, the lawful holder of
                             all rights under the Regulatory Documentation and
                             to the best of Impax's knowledge, Impax has
                             complied in all material respects with all
                             Applicable Laws and regulations in connection with
                             the preparation and submission to the FDA of the
                             Regulatory Documentation;

                  12.1.8     neither it nor any of its Affiliates have been
                             debarred or is subject to debarment and will not
                             use in any capacity, in connection with the
                             services to be performed under this Agreement, any
                             Person who has been debarred pursuant to Section
                             306 of the United States Food, Drug and Cosmetic
                             Act or equivalent laws of any country in the
                             Optional Territory selected hereunder;

                  12.1.9     Impax's manufacturing facilities conform, and shall
                             continue to conform throughout the Term, in all
                             respects to Applicable Law governing such
                             facilities; and

                  12.1.10    all Products supplied hereunder shall be free and
                             clear of all security interests, liens, or other
                             encumbrances of any kind or character.

13       ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF TEVA

         13.1     Teva hereby represents and/or warrants and/or undertakes to
                  Impax that:

                  13.1.1     it has the corporate authority to enter into this
                             Agreement and to perform its obligations hereunder;

                  13.1.2     neither the execution and delivery of this
                             Agreement by Teva nor its performance hereunder
                             conflicts with or results in any violation or
                             breach of, or constitute (with or without due
                             notice or lapse of time or both) a default under
                             any of the terms or conditions of any note, bond,
                             mortgage, indenture, license, agreement or other
                             instrument or obligation to which it is a party or
                             by which it or any of its properties or assets may
                             be bound, or to its best knowledge, violate any
                             statute, law, rule, regulation, writ, injunction,
                             judgment, order or decree of any court,
                             administrative agency or governmental authority
                             binding on it or any of its properties or assets,
                             excluding any such breaches or defaults that,
                             individually and in the aggregate, would not have a
                             material adverse effect on its business or
                             financial condition;

                  13.1.3     this Agreement is a legal, valid and binding
                             agreement of Teva, enforceable in accordance with
                             its terms;

                  13.1.4     it has not and will not, directly or indirectly,
                             enter into any contract or any other transaction
                             with any third party or Affiliate (excluding those,
                             if any, respecting, the Optional Territory or
                             Optional Products) that conflicts or derogates from
                             its undertakings hereunder;



                                       27
<PAGE>

                  13.1.5     in the event and to the extent that Teva and/or its
                             Affiliates shall manufacture the Products, all such
                             Products shall: (a) meet the applicable
                             Specifications at the time of shipment; (b) meet
                             regulatory requirements of any relevant Regulatory
                             Authority in the Territory; (c) be manufactured,
                             packaged, tested, stored and shipped in accordance
                             with applicable cGMPs, the Approvals, and
                             Applicable Law; (d) not be adulterated or
                             misbranded under the United States Food, Drug and
                             Cosmetic Act or relevant laws and regulations of
                             Canada, as amended from time to time; and (e) be
                             produced, packaged, tested and stored in facilities
                             that have been approved by the applicable
                             Regulatory Authority, to the extent required by
                             Applicable Law;

                  13.1.6     in the event and to the extent that Teva and/or its
                             Affiliates shall manufacture the Products, Teva's
                             and/or its Affiliates' manufacturing facilities for
                             such Products shall conform in all respects to
                             Applicable Law governing such facilities;

                  13.1.7     neither it nor any of its Affiliates have been
                             debarred or is subject to debarment and will not
                             use in any capacity, in connection with the
                             services to be performed under this Agreement, any
                             Person who has been debarred pursuant to Section
                             306 of the United States Food, Drug and Cosmetic
                             Act or equivalent laws of any country in the
                             Optional Territory selected hereunder, or who is
                             the subject of a conviction described in such
                             section; and

                  13.1.8     all Products that it shall Market hereunder shall
                             have been Marketed and stored in accordance with
                             Applicable Law.

14       INDEMNIFICATIONS AND LIABILITY

         14.1     Except as otherwise expressly provided in Section 15, Impax
                  shall indemnify, defend and hold Teva, its Affiliates, and
                  their respective officers, directors, employees, and
                  representatives harmless from and against any and all losses,
                  liabilities, damages, costs and expenses, including reasonable
                  attorney's fees and disbursements, (collectively, "Damages")
                  in connection with any and all suits, investigations, claims
                  or demands by third parties resulting from or arising out of:
                  (a) any breach or alleged breach by Impax (or its Affiliates)
                  of any representation, warranty, undertaking or covenant
                  hereunder; (b) events occurring prior to the Effective Date
                  and relating to the Products; (c) any negligence or willful
                  misconduct by Impax (or its Affiliates); or (d) a defect
                  contained in a Product manufactured by Impax, its Affiliates
                  or any third party on its behalf.

                                       28
<PAGE>

         14.2     Except as otherwise expressly provided in Section 15, Teva
                  shall indemnify, defend and hold Impax, its Affiliates, and
                  their respective officers, directors, employees, and
                  representatives harmless from and against any and all Damages
                  in connection with any and all suits, investigations, claims
                  or demands by third parties resulting from or arising out of:
                  (a) any breach or alleged breach by Teva (or its Affiliates)
                  of any representation, warranty, undertaking or covenant
                  hereunder; (b) any negligence or willful misconduct by Teva
                  (or its Affiliates); (c) any defect contained in a Product
                  manufactured by Teva, it Affiliates or any third party on its
                  behalf; or (d) any claim of trademark infringement arising
                  from the use by Teva (or its Affiliates) of any of its
                  trademarks in connection with the Products.
         14.3     In the event that in determining the respective obligations of
                  indemnification under Section 14, it is found that the fault
                  of Impax, Teva or their respective Affiliates, contributes to
                  any Damages relating to the Products supplied and/or
                  distributed or sold hereunder, then each of Impax and Teva
                  shall be responsible for that portion of the Damages to which
                  its fault contributed.

         14.4     As soon as a Party becomes aware of the possibility of a claim
                  involving indemnification under this Section 14, the
                  indemnified Party shall give the indemnifying Party prompt
                  written notice in writing and shall permit the indemnifying
                  Party to have control over the defense of such claim or suit.
                  The indemnified Party agrees to provide all reasonable
                  information and assistance to the indemnifying Party in such
                  defense. No such claims shall be settled other than by the
                  Party defending the same, and then only with the consent of
                  the other Party, which shall not be unreasonably withheld or
                  delayed; provided, however, that the indemnified Party shall
                  have no obligation to consent to any settlement of any such
                  claim which imposes on the indemnified Party any liability or
                  obligation which cannot be assumed and performed in full by
                  the indemnifying Party.

         14.5     Except in the event of and to the extent of Damages awarded to
                  a third party in connection with the indemnification
                  provisions set forth in Sections 14.1 and 14.2, above, or
                  awarded to a third party in connection with an Intellectual
                  Rights Suit, neither Teva nor Impax shall be liable to the
                  other for special, indirect, incidental or consequential
                  damages, whether in contract, warranty, negligence, tort,
                  strict liability or otherwise, arising out of the manufacture,
                  Marketing, distribution, sale or use of the Products.

         14.6     Without limiting the respective obligations of the Parties
                  hereunder, each Party shall maintain, throughout the Term
                  sufficient product liability insurance coverage to satisfy its
                  obligations hereunder. Each Party shall cause the other Party
                  to be named in such policies as an additional insured and,
                  upon request, each Party agrees to provide to the other
                  certificates of insurance, evidencing such insurance. Without
                  derogating from the foregoing, Impax shall purchase and
                  maintain throughout the Term insurance provided by an
                  insurance company reasonably satisfactory to Teva, at its own
                  expense to cover product liability in an amount not less than
                  Twenty Million U.S. Dollars (U.S. $20,000,000) per occurrence
                  and in the aggregate on or before the launch of the first Tier
                  1 Product (in any strength), One Hundred Million U.S. Dollars
                  (U.S. $100,000,000) per occurrence and in the aggregate on or
                  before the launch of the second Tier 1 Product (in any
                  strength), and One Hundred and Fifty Million U.S. Dollars
                  (U.S. $150,000,000) per occurrence and in the aggregate as of
                  January 1, 2004. In addition, the deductible for any Impax
                  insurance policies shall not exceed one percent (1%) of the
                  applicable coverage in the aggregate.

                                       29
<PAGE>

15       PATENT LITIGATION

         15.1     Promptly following the Effective Date, the Parties shall enter
                  into a joint defense agreement mutually acceptable to both
                  Parties containing customary terms and conditions for the
                  purpose of, among other things, preserving confidentiality and
                  any applicable privilege attaching to information and data
                  exchanged by the Parties under and pursuant to this Agreement.

         15.2     Following execution of such joint defense agreement, Impax,
                  upon receiving any written request from Teva, shall promptly
                  provide Teva with reasonable access to information and data
                  about, and personnel knowledgeable of the Products, their
                  formulation, use and process of manufacture, to enable Teva
                  to: (a) ascertain whether the Marketing of the Products in the
                  Territory would infringe any existing patent or other third
                  party intellectual property rights; (b) determine its conduct
                  in relation to any proceedings alleging infringement of a
                  patent or other third party intellectual property right;
                  and/or (c) provide witnesses or documentation from Impax in
                  connection with any proceedings alleging infringement of a
                  patent or other third party intellectual property right.

                  Tier 1 Products for the U.S.

         15.3     With regard to the Tier 1 Products in the U.S., Impax shall
                  have the right to assume or continue, as applicable, the
                  direction and control of any Intellectual Rights Suit and the
                  defense of claims arising therefrom, including without
                  limitation, the selection of legal counsel; provided, however,
                  that once it exercises its right to assume or continue
                  control, Impax shall obtain the prior written consent of Teva
                  prior to ceasing to defend, settling or otherwise disposing of
                  such claim, said consent not to be unreasonably withheld or
                  delayed. Furthermore, Impax shall provide Teva with copies of
                  all pleadings and other litigation documents and shall consult
                  with Teva in connection with litigation strategy. Teva shall
                  fully cooperate with Impax in the defense or prosecution of
                  any such litigation (regardless of which party is a named
                  party to such litigation). Notwithstanding anything to the
                  contrary contained herein, with respect to any Product(s) that
                  are currently the subject of litigation, legal counsel
                  retained by Impax as of the Effective Date shall continue to
                  prosecute or defend such litigation unless the Parties
                  mutually agree to replace such legal counsel.

                                       30
<PAGE>

         15.4     With regard to the Tier 1 Products in the U.S., Impax shall
                  bear one hundred percent (100%) of all Intellectual Rights
                  Legal Expenses in connection with the defense and/or arising
                  out of a judgment or settlement of any Intellectual Rights
                  Suit; provided, however, that with respect to attorney fees
                  and associated disbursements Impax shall bear one hundred
                  percent (100%) of any and all such fees up to a maximum amount
                  of Seven Million U.S. Dollars (U.S. $7,000,000) for all of the
                  Tier 1 Products in the U.S. combined, after which, the Parties
                  shall each bear fifty percent (50%) of such attorney fees and
                  associated disbursements. If the foregoing $7,000,000
                  limitation is exceeded then Impax shall invoice Teva on a
                  monthly basis and Teva shall reimburse Impax for Teva's share
                  of such attorney fees and associated disbursements within
                  thirty (30) days of receipt of such invoice.

                  Tier 2 and Tier 3 Products for the Territory

         15.5     With regard to the Tier 2 and Tier 3 Products in the
                  Territory, Teva shall have the right to assume direction and
                  control of any Intellectual Rights Suit and the defense of
                  claims arising there from, including without limitation,
                  subject to the consent of Impax, not to be unreasonably
                  withheld, the selection of legal counsel; provided, however,
                  that once it exercises its right to assume control, Teva shall
                  obtain the prior written consent of Impax prior to ceasing to
                  defend, settling or otherwise disposing of such claim, said
                  consent not to be unreasonably withheld or delayed.
                  Furthermore, Teva shall provide Impax with copies of all
                  pleadings and other litigation documents and shall consult
                  with Impax in connection with litigation strategy. Impax shall
                  fully cooperate with Teva in the defense or prosecution of any
                  such patent litigation (regardless of which Party is a named
                  party to that litigation).

         15.6     Teva and Impax shall share equally all Intellectual Rights
                  Legal Expenses for the Tier 2 Products and Tier 3 Products for
                  the Territory incurred following the Effective Date; provided,
                  however, with regard to the Tier 2 Products for the U.S.,
                  Impax shall bear fifty-five percent (55%) and Teva shall bear
                  forty-five percent (45%) of all Intellectual Rights Legal
                  Expenses. Teva shall invoice Impax on a monthly basis and
                  Impax shall reimburse Teva for Impax's share of such
                  Intellectual Rights Legal Expenses within thirty (30) days of
                  receipt of such invoice.

         15.7     With regard to any of the Products, the provisions set forth
                  in Sections 15.4, 15.5 and 15.6, above, relating to
                  Intellectual Rights Legal Expenses (for the U.S. and all other
                  countries in the Territory), shall not apply with respect to
                  litigation relating to any breach by Impax of its
                  representations and warranties set forth in Section 12.1.6 or
                  12.1.7 of this Agreement. In such instance, and to the extent
                  related thereto, Impax shall be responsible for one hundred
                  percent (100%) of all Intellectual Rights Legal Expenses.

                                       31
<PAGE>

         15.8     With regard to any of the Products, each Party shall obtain
                  the prior written consent of the other Party prior to ceasing
                  to defend, settling or otherwise disposing of any Intellectual
                  Rights Suit or other intellectual property dispute related to
                  the Products. Each Party further agrees that it will not
                  whether in the context of litigation or otherwise related
                  thereto, without the prior written consent of the other Party,
                  enter into any agreement or arrangement with any third party
                  which in any way compromises, relinquishes, waives, or
                  otherwise affects, in whole or in part, the rights of the
                  other Party under this Agreement in respect of the Products.

16       REGULATORY LITIGATION

         If Teva and Impax mutually agree in writing to commence legal
         proceedings against any Regulatory Authority, including without
         limitation, the FDA, in connection with the Product(s) in order to
         accelerate the Approval and/or Launch Date of the Product(s), the
         Parties shall each bear fifty percent (50%) of all out of pocket costs
         and expenses incurred by either Party in connection with that
         litigation including, without limitation, legal fees and disbursements.
         Impax and Teva shall cooperate with one another (regardless of which
         Party is a named party to that litigation) and shall jointly direct and
         control the litigation, including without limitation, selection of
         legal counsel, decisions to settle or compromise the case or a
         position, and taking any other action.

17       DECLARATORY JUDGMENT LITIGATION

         If Teva and Impax mutually agree in writing to institute a declaratory
         judgment action with respect to any intellectual property rights of any
         third party relating to the Products, the provisions set forth in
         Section 16 shall apply mutatis mutandis to this Section 17.

18       ADVERSE REACTIONS, COMPLAINTS AND RECALLS

         18.1     Each Party shall provide prompt notice to the other Party of
                  any information concerning side effects, injury, toxicity, or
                  sensitivity reaction associated with the Products, whether or
                  not determined to be attributable to the Products. Further,
                  each Party shall notify the other Party in writing within one
                  (1) business day of the time such Party first becomes aware of
                  a circumstance that might necessitate expedited notification
                  of relevant Regulatory Authorities or significant change in
                  the labeling of the Product(s). The holder of the Approval
                  shall be responsible for all adverse drug event reporting for
                  the applicable countries of the Territory for the Products and
                  responding to all adverse drug event reports received from lay
                  persons and/or health care professionals respecting the
                  Products.

                                       32
<PAGE>

         18.2     Copies of complaints with regard to the Products received by
                  either Party will be sent promptly by facsimile to the other
                  Party. Impax shall investigate all complaints associated with
                  the manufacturing of the Products and shall provide a written
                  summary to Teva of all such investigations and a prompt
                  written response to the complainant, with a copy to Teva.

         18.3     To the extent permitted or required by law, any decision to
                  recall, withdraw or cease distribution of any Product as a
                  result of a violation of the applicable Approval or any
                  Applicable Law, or because the Product presents a possible
                  safety risk may be made by either Party after consulting with
                  the other Party and taking such reasonable action as the
                  Parties consider to be appropriate under the circumstances to
                  minimize the risk to both Parties and to assure compliance by
                  the Parties with the requirements of the applicable Approval.
                  Any such recall or market withdrawal shall be controlled by
                  Teva; provided, however, that the Parties shall use their best
                  efforts to work together to repossess the affected Product. If
                  any recall or market withdrawal of any Product is the result
                  of the negligence of either Party (or its Affiliate) or the
                  breach by either Party (of its Affiliate) of any
                  representation, warranty, covenant or agreement under this
                  Agreement by that Party (or its Affiliate), including the
                  Product warranties, then the negligent or breaching Party
                  shall pay the costs of any such recall action and such costs
                  shall not be charged to the other Party. If any such recall or
                  market withdrawal of any Product is not the result of
                  negligence of either Party (or its Affiliate) or the breach by
                  either Party (or its Affiliate) of any representation,
                  warranty, covenant or agreement under this Agreement, then the
                  Parties shall equally share the out of pocket cost of any such
                  recall or market withdrawal. For the purposes of this Section
                  18.3, expenses of recall shall include, without limitation,
                  the expenses of notification and destruction or return of the
                  recalled Product(s) and the refund to consumers of amounts
                  paid for the recalled Product(s).

19       AUDITS

         19.1     Teva or its Affiliates shall have the right, at its own cost,
                  to visit any manufacturing site at which any of the Products
                  or API are being manufactured and/or stored, during regular
                  business hours and upon not less than three (3) business days
                  prior written notice to Impax. During any such visit, Teva or
                  its Affiliates shall have the right: (a) to inspect the
                  manufacturing, packaging, testing, quality control, transport
                  and/or storage facilities for such Products or API; (b) to
                  inspect the procedures relating to any of the activities
                  referred to in subsection (a) above; and/or (c) to audit any
                  books, records and reports pertinent to the activities
                  referred to in subsection (a) above to ensure compliance with
                  all Applicable Laws, including without limitation, compliance
                  with cGMP, ANDAs, and other Approvals.

         19.2     Impax or its Affiliates shall have the right, at its own cost,
                  to visit any manufacturing site at which any of the Products
                  or API are being manufactured and/or stored, during regular
                  business hours and upon not less than three (3) business days
                  prior written notice to such manufacturer and Teva. During any
                  such visit, Impax or its Affiliates shall have the right: (a)
                  to inspect the manufacturing, packaging, testing, quality
                  control, transport and/or storage facilities for such Products
                  or API; (b) to inspect the procedures relating to any of the
                  activities referred to in subsection (a) above; and/or (c) to
                  audit any books, records and reports pertinent to the
                  activities referred to in subsection (a) above to ensure
                  compliance with all Applicable Laws, including without
                  limitation, compliance with cGMP, ANDAs, and other Approvals.

                                       33
<PAGE>

         19.3     Each Party shall promptly supply the other Party with a copy
                  of any notices or reports received from any Regulatory
                  Authority related to an audit or other investigation by the
                  Regulatory Authority with respect to the API and/or Products.
                  Each Party shall use its commercially reasonable best efforts
                  to provide such Regulatory Authority with a prompt, accurate
                  and complete response to any deficiencies noted, and to
                  promptly address, and if necessary correct, any and all such
                  deficiencies to the satisfaction of the Regulatory Authority.

20       CONFIDENTIALITY

         20.1     Each of the Parties agrees that: (a) it will not disclose any
                  Confidential Information of the other to any third party at
                  any time during the Term without the prior written consent of
                  the disclosing Party; (b) it will not make use of any
                  Confidential Information of the other Party for any purpose
                  other than for the purposes set forth in, or in furtherance of
                  the transactions contemplated by this Agreement; and/or (c) it
                  will use all reasonable efforts to prevent unauthorized
                  publication or disclosure by any person of such Confidential
                  Information including requiring its employees, consultants or
                  agents to enter into similar confidentiality agreements in
                  relation to such Confidential Information.

         20.2     Notwithstanding the foregoing, either Party shall be permitted
                  upon reasonable prior written notice to the other Party to
                  disclose Confidential Information if required by law or court
                  order.

         20.3     All Confidential Information in any form will be returned to
                  the Party who disclosed the Confidential Information within
                  thirty (30) days of the termination or expiration of this
                  Agreement, save for the retention of one (1) copy of the
                  Confidential Information by the receiving Party as a record of
                  the receiving Party's ongoing confidentiality obligations
                  under this Agreement.

                                       34
<PAGE>

         20.4     Neither Party shall use the name of the other Party in any
                  publicity or advertising nor, except as required by law or
                  court order, publicly disclose information related to this
                  Agreement or the terms and conditions hereof without the prior
                  written consent of the other Party.

         20.5     Each of the Parties agrees that all Confidential Information
                  that it receives from the other Party and/or its Affiliates in
                  connection with the Products is the sole property of the
                  disclosing Party and shall be used by it only in accordance
                  with the terms and provisions of this Agreement.

         20.6     This Section 20 shall be in effect during the Term and for a
                  period of five (5) years following the termination or
                  expiration thereof.

         20.7     The Parties acknowledge that it is their intention to limit
                  the disclosure of Confidential Information hereunder to the
                  Products and matters directly related thereto.

21       TERM AND TERMINATION

         21.1     Any Supply Term shall be extended for successive terms of two
                  (2) years unless either Teva or Impax provides the other with
                  written notice of its intention not to extend that Supply Term
                  at least twelve (12) months before the expiration of such
                  initial Supply Term or any extension thereof.

         21.2     Subject to Sections 21.2.1 and 21.2.2, this Agreement may be
                  terminated by either Party by written notice provided to the
                  other Party at any time during the Term if the other Party
                  (the "Breaching Party") is in material breach or default of
                  any of its obligations hereunder (including, without
                  limitation, any payment obligations) or any of its
                  representations or warranties hereunder were untrue in a
                  material respect when made, as follows: (i) the terminating
                  Party shall send written notice of the material breach or
                  material default to the Breaching Party, and (ii) the
                  termination shall become effective sixty (60) days after
                  written notice thereof was provided to the Breaching Party,
                  unless the Breaching Party has cured any such material breach
                  or default prior to the expiration of the sixty (60) day
                  period or if such material breach or material default is not
                  capable of being cured within such sixty (60) day period, and
                  the Breaching Party has commenced activities reasonably
                  expected to cure such material breach or material default
                  within such sixty (60) day period and thereafter uses diligent
                  efforts to complete the cure as soon as practicable, but in no
                  event shall such period exceed ninety (90) days.

                                       35
<PAGE>

                  21.2.1     Teva's right to terminate in the event of Impax's
                             failure to supply Teva's or its Affiliates'
                             requirements for Products hereunder shall be on a
                             Product-by-Product basis for each of the relevant
                             countries of the Territory.

                  21.2.2     The failure of Impax to supply Teva's or its
                             Affiliates' requirements for Products hereunder
                             shall not give rise to a right of termination by
                             Teva if following such failure, Teva, its Affiliate
                             or a third party designated by Teva manufactures
                             the Product pursuant to the provisions of Section
                             7.5 hereof.

         21.3     Subject to the provisions of Section 22.3 hereof, either Party
                  may terminate this Agreement effective upon issuance of
                  written notice if, at any time, the other Party files a
                  petition in bankruptcy, or enters into an arrangement with its
                  creditors, or applies for or consents to the appointment of a
                  receiver or trustee, or makes an assignment for the benefit of
                  creditors, or suffers or permits the entry of an order
                  adjudicating it to be bankrupt or insolvent.

         21.4     In addition to the other provisions of this Section 21, Teva
                  shall be entitled to terminate this Agreement with respect to
                  any Tier 2 Product in the U.S. by providing written notice to
                  Impax by no later than the earlier of (i) twelve (12) months
                  following the Effective Date, or (ii) fifteen (15) days after
                  acceptance by the FDA of the ANDA for the applicable Tier 2
                  Product(s). Upon such termination the grant hereunder to Teva
                  to Market such Tier 2 Products in the U.S. shall revert to
                  Impax and, except as provided in this Section 21.4, Teva's
                  obligations hereunder with regard to such Tier 2 Products
                  shall terminate. To the extent applicable, Teva shall indicate
                  in its notice if it intends to commercialize a Competing
                  Product to the subject Tier 2 Product that it internally
                  developed (as distinguished from a "Transaction Event"). Upon
                  receipt of Teva's written notice, Impax shall have sixty (60)
                  days to elect to, if applicable (as a result of Teva setting
                  forth in its notice its intention to commercialize a Competing
                  Product), to participate in Teva's commercialization of such
                  Competing Product(s), in the U.S., in which case, such
                  Competing Product(s) shall be deemed to be the corresponding
                  Tier 2 Product terminated by Teva for purposes of this
                  Agreement. In the event Impax elects to participate in Teva's
                  commercialization of the Competing Product, Teva shall
                  manufacture the applicable Competing Product, carry out all
                  regulatory and legal activities and Impax shall reimburse Teva
                  twenty-five percent (25%) for all past and future Regulatory
                  Expenses and Intellectual Rights Legal Expenses incurred by
                  Teva and/or its Affiliates for such Competing Product(s), and
                  the Impax Margin for such Competing Product(s) payable to
                  Impax shall be deemed to be twenty-five percent (25%) of
                  Profit. Within sixty (60) days following launch of the
                  applicable terminated Tier 2 Product(s) by Impax or Impax's
                  Affiliate, nominee, assignee, licensee or other similar
                  entity, Impax shall reimburse Teva an amount equal to all
                  Regulatory Expenses and Intellectual Rights Legal Expenses
                  paid by Teva under this Agreement with respect to the
                  applicable Tier 2 Product(s).

                                       36
<PAGE>

         21.5     Teva shall be entitled to terminate this Agreement, upon
                  thirty (30) days notice to Impax, in the event of an Event of
                  Default (as set forth in Section 10.7).

         21.6     In the event that there is no launch of any of the Products in
                  any of the countries in the Territory by July 15, 2004, Teva
                  shall have the right, at its option, to terminate this
                  Agreement on ten (10) days notice.

22       CONSEQUENCES OF TERMINATION

         22.1     Termination of this Agreement for whatever reason shall not
                  affect the liabilities or obligations of the Parties hereunder
                  in respect of matters accrued at the time of such termination,
                  and shall be without prejudice to any other right or remedies
                  available at law or in equity. (Impax acknowledges and agrees,
                  however, that notwithstanding the immediately preceding
                  sentence it shall not have any other rights or remedies
                  against Teva in the event of a termination pursuant to Section
                  21.4, 21.5, or 21.6).

         22.2     In the event of early termination of this Agreement by Teva
                  pursuant to Section 21.3 or 21.5, and without derogating from
                  any other rights or remedies available to Teva, Impax shall,
                  at the election of Teva exercised within thirty (30) days of
                  Teva's notice to Impax of termination, promptly and free of
                  charge:

                  22.2.1     transfer to Teva or a Teva designee all
                             information, data and know-how in its possession or
                             control necessary for the manufacture of the API
                             and Products;

                  22.2.2     grant and/or transfer to Teva the right of access
                             or use of all Regulatory Documentation and
                             Approvals in its possession or control for the
                             Products to enable Teva to manufacture and/or
                             Market the Products in the Territory; and

                  22.2.3     use its best efforts to assist Teva to assure that
                             such transfers as set forth in this Section 22.2
                             are effected as effectively and expeditiously as
                             possible.

                                       37
<PAGE>

         22.3     In the event this Agreement is terminated under Section 21.3,
                  all rights and licenses granted pursuant to this Agreement
                  are, and shall otherwise be deemed to be, for purposes of
                  Section 365(n) of 11 U.S.C. ss.101 et seq. (the "Bankruptcy
                  Code"), licenses of rights to "intellectual property" as
                  defined under Section 101(35A) of the Bankruptcy Code. The
                  Parties agree that Teva, as a licensee of such rights under
                  this Agreement, shall retain and may fully exercise all of its
                  rights (including, without limitation, any right to enforce
                  any exclusivity provision of this Agreement (including any
                  embodiment of such "intellectual property")), remedies and
                  elections under the Bankruptcy Code. To the fullest extent
                  permitted by Applicable Law, the Parties further agree that,
                  in the event of the commencement of a bankruptcy proceeding by
                  or against Impax under the Bankruptcy Code, Teva shall be
                  entitled to all applicable rights under Section 365 of the
                  Bankruptcy Code, including but not limited to, a complete
                  duplicate of (or complete access to, as appropriate) any such
                  intellectual property and all embodiments of such intellectual
                  property upon written request therefore by Teva, and such, if
                  not already in its possession, shall be promptly delivered to
                  Teva.

23       INDEPENDENT CONTRACTORS

         The status of the Parties under this Agreement shall be that of
         independent contractors. Nothing is this Agreement shall be construed
         as establishing a partnership or joint venture relationship between the
         Parties hereto. No Party shall have the right to enter into any
         agreements on behalf of the other Party, nor shall it represent to any
         person that it has any such right or authority. All persons employed by
         a Party shall be employees of such Party and not of the other Party and
         all costs and obligations incurred by reason of any such employment
         shall be for the account and expense of such Party.

24       SUCCESSORS AND ASSIGNS

         The terms and provisions hereof shall inure to the benefit of, and be
         binding upon, Teva, Impax and their respective successors and permitted
         assigns. Neither Party shall assign this Agreement or any part of it to
         any third party without the prior written consent of the other Party;
         provided, however, that Teva may, without obtaining the consent of
         Impax, assign this Agreement or delegate any of its rights or
         obligations hereunder to any of its Affiliates, provided that Teva
         agrees to remain primarily liable for the full and timely performance
         by such Affiliate of all its obligations hereunder.

25       FORCE MAJEURE

         25.1     Neither Party shall be liable for non-performance or delay in
                  the fulfillment of its obligations with the exception of
                  payment obligations and those obligations respecting the
                  timely achievement of the applicable milestones, when any such
                  non-performance or delay shall be occasioned by any
                  unforeseeable cause beyond the reasonable control of Teva or
                  Impax, as the case may be, including without limitation, acts
                  of God, fire, flood, earthquakes, explosions, sabotage,
                  strikes, or labor disturbances (regardless of the
                  reasonableness of the demands of the labor force), civil
                  commotion, riots, military invasions, wars, failure of
                  utilities, failure of carriers, or any acts, restraints,
                  requisitions, regulations, or directives issued by a competent
                  government authority ("Force Majeure Events").

                                       38
<PAGE>

         25.2     In the event that either Party is prevented from discharging
                  its obligations under this Agreement on account of a Force
                  Majeure Event, such Party shall notify the other forthwith,
                  and shall nevertheless make every endeavor, in the utmost good
                  faith, to discharge its said obligations, even if in a partial
                  or compromised manner.

26       CURRENCY

         All payments under this Agreement shall be made in U.S. Dollars and, as
         applicable, the calculation of exchange rates shall be based upon the
         average over a twenty (20) business day period preceding the date that
         payment is due of the applicable rate of exchange as published in the
         Wall Street Journal.

27       PUBLICITY AND DISCLOSURE OF AGREEMENT

         Concurrently with the execution of this Agreement, the Parties shall
         agree in good faith on a form of press release which Impax may release.
         The Parties agree that until February 1, 2002, no future publicity
         release or announcement concerning the transactions contemplated hereby
         shall be issued without the advance written consent of the other Party,
         which consent shall not be unreasonably withheld, to the extent such
         release or announcement includes statements concerning terms of this
         Agreement and/or explicitly includes the Products or either Parties'
         name(s), except to the extent such release or announcement may be
         required by Applicable Law. For releases or announcements required by
         law, the Party making the release or announcement shall, before making
         any such release or announcement, afford the other Party a reasonable
         opportunity to review and comment. Any copy of this Agreement to be
         filed with the Securities and Exchange Commission or any other
         Regulatory Authority shall be redacted to the fullest extent permitted
         by Applicable Law and to the reasonable satisfaction of both Parties;
         provided, however, in the event that the Securities and Exchange
         Commission or Regulatory Authority, as applicable, objects to the
         redaction of any portion of the Agreement after the initial submission,
         the filing Party shall inform the other Party of the objections and
         shall in good faith respond to the objections in an effort to limit the
         disclosure required by the Securities and Exchange Commission or
         Regulatory Authority, as applicable.


28       SEVERABILITY

         Should any part or provision of this Agreement be held unenforceable or
         in conflict with applicable law, the invalid or unenforceable part or
         provision shall, provided that it does not go to the essence of this
         Agreement, be replaced with a revision which accomplishes, to the
         extent possible, the original commercial purpose of such part or
         provision in a valid and enforceable manner, and the balance of this
         Agreement shall remain in full force and effect and binding upon the
         Parties hereto.

                                       39
<PAGE>

29       ENTIRE AGREEMENT

         This Agreement (including its Annexes), together with the Note, the
         Stock Purchase Agreement and Registration Rights Agreement constitutes
         the entire agreement between the Parties with respect to its subject
         matter and supersedes all prior agreements, arrangements, dealings or
         writings between the Parties. This Agreement may not be amended or
         modified except in writing executed by the duly authorized
         representatives of both Parties.

30       WAIVER

         No waiver of a breach or default hereunder shall be considered valid
         unless in writing and signed by the Party giving such waiver, and no
         such waiver shall be deemed a waiver of any subsequent breach or
         default of the same or similar nature.

31       GOVERNING LAW

         This Agreement shall be governed, interpreted and construed in
         accordance with the laws of the Commonwealth of Pennsylvania, without
         regard to principles of conflicts of law. Subject to Section 32, each
         of the Parties hereby irrevocably submits to the exclusive jurisdiction
         of the Commonwealth of Pennsylvania or United States Federal Court
         sitting in the City of Philadelphia and Commonwealth of Pennsylvania
         over any action or proceeding arising out of or relating to this
         Agreement, and each hereby waives the defense of any inconvenient forum
         for the maintenance of such action or proceeding. To the extent that it
         may otherwise be applicable, the Parties hereby expressly agree to
         exclude from the operation of this Agreement the United Nations
         Convention on Contracts for the International Sale of Goods, concluded
         at Vienna, on 11 April 1980, as amended and as may be amended further
         from time to time.

32       WORKING COMMITTEE AND SECTION 2.8 DISPUTE RESOLUTION

         Any and all disputes within the Working Committee as well as pursuant
         to Section 2.8 shall be submitted to a panel of three (3) arbitrators
         having expertise in the specific area that is the subject of dispute.
         Teva and Impax shall each select one arbitrator. The arbitrators
         selected by Teva and Impax shall select the third arbitrator. All
         arbitrators shall be selected within twenty (20) days. Any arbitration
         shall be held in Philadelphia, Pennsylvania at such place as may be
         agreed upon by the Parties. The arbitrators shall have sole discretion
         with regard to the admissibility of any evidence and all other matters
         relating to the conduct of the arbitration and the arbitration shall be
         conducted in accordance with the American Arbitration Association. The
         arbitrators shall in rendering their decision, apply the substantive
         laws of the Commonwealth of Pennsylvania (regardless of its or any
         other jurisdiction's choice of law principles). The decision of the
         arbitrators shall be final and not appealable, except in the case of
         fraud or bad faith on the part of the arbitrators or any Party to the
         arbitration proceeding in connection with the conduct of such
         proceedings. The arbitrators shall determine the proportion in which
         the Parties shall pay the costs and fees of the arbitration, and each
         Party shall pay its own costs (including, without limitation,
         reasonable attorney's fees) and expenses in connection with such
         arbitration. The arbitration proceeding shall be confidential and,
         except as required by Applicable Law, neither Party shall make (or
         instruct the arbitrators to make) any public announcement with respect
         to the proceedings or decision of the arbitrator without prior written
         consent of the other Party. The existence of any dispute submitted for
         arbitration, and the award of the arbitrator, shall be kept in
         confidence by the Parties and the arbitrators, except as required in
         connection with the enforcement of such award or as otherwise required
         by Applicable Law.

                                       40
<PAGE>

33       NOTICES

         Notices provided for under this Agreement shall be given in writing, in
         English, by facsimile; by first-class mail, federal express or similar
         service to the mailing address or facsimile numbers set out below:

         If to Teva:            TEVA PHARMACEUTICALS CURACAO N.V.
                                World Trade Center Curacao, Unit T.M.I. 14
                                Piscadera Bay, Curacao
                                Netherlands Antilles
                                Attention:       General Manager
                                Telephone:       599-9-463-6388
                                Facsimile:       599-9-463-6588

         With a copy to:        TEVA PHARMACEUTICALS USA, INC.
                                1090 Horsham Road
                                North Wales, Pennsylvania 19454
                                Attention:  Vice President and General Counsel
                                               Teva North America
                                Telephone:       (215) 591-3000
                                Facsimile:       (215) 591-8813

         If to Impax:           IMPAX LABORATORIES, INC.
                                3735 Castor Avenue
                                Philadelphia, PA 19124
                                Attention:    Barry R. Edwards, CEO
                                Telephone: (215) 289-2220
                                Facsimile:    (215) 289-5932

                                       41
<PAGE>

         With a copy to:        IMPAX LABORATORIES, INC.
                                30831 Huntwood Avenue
                                Haywood, California 94544
                                Attention:   Larry Hsu, President and COO
                                Telephone  (510) 471-3600
                                Facsimile:    (510) 471-1595

         or to such other addresses or facsimile numbers as a Party shall
         designate by notice, similarly given, to the other Party. Notices shall
         be deemed to have been sufficiently given and served the day
         transmitted by facsimile (with confirmed transmission) or a date five
         (5) business days after the date of express mail or by mail courier.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement and Annexes
as of the date below.

TEVA PHARMACEUTICALS CURACAO N.V.           IMPAX LABORATORIES, INC.

Signature:                                  Signature:
          -----------------------                     ------------------------
Name:                                       Name:
     ----------------------------               ------------------------------
Title:                                      Title:
      ---------------------------                 ----------------------------
Date:                                       Date:
     ----------------------------               ------------------------------


Signature:                                  Signature:
          -----------------------                     ------------------------
Name:                                       Name:
     ----------------------------               ------------------------------
Title:                                      Title:
      ---------------------------                 ----------------------------
Date:                                       Date:
     ----------------------------               ------------------------------




                                       42
<PAGE>




                                     ANNEX A

                                  The Products
<TABLE>
<CAPTION>

<S>                            <C>                       <C>                        <C>
---------------------------------------------------------------------------------------------------------------
                                        BRAND*                    GENERIC                    STRENGTH
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
Tier 1 Products               +                          +                          +
---------------------------------------------------------------------------------------------------------------
                              +                          +                          +
---------------------------------------------------------------------------------------------------------------
                              +                          +                          +
---------------------------------------------------------------------------------------------------------------
                              +                          +                          +
---------------------------------------------------------------------------------------------------------------
                              +                          +                          +
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
Tier 2 Products               +                          +                          +
---------------------------------------------------------------------------------------------------------------
                              +                          +                          +
---------------------------------------------------------------------------------------------------------------
                              +                          +                          +
---------------------------------------------------------------------------------------------------------------
Tier 3 Products                                          Three additional Products
                                                         to be determined by the
                                                         Parties as provided
                                                         herein.
---------------------------------------------------------------------------------------------------------------
</TABLE>
--------
* including, without limitation, any additional brands.
+ Confidential portions omitted and filed separately with the Commission.

                                       43
<PAGE>


                                     ANNEX B

            Tier 1 Products and Optional Products: Manufacturing Caps
<TABLE>
<CAPTION>

<S>              <C>        <C>           <C>          <C>           <C>            <C>            <C>            <C>

                Optional    Optional     Optional         +              +              +              +             +
                 Product     Product      Product         +              +              +              +             +
                  10mg        20 mg        40mg                                         +              +             +


    Bottle         +           +            +             +              +              +              +             +
     Size
                   $           $            $             $              $              $              $             $
   Labor,OH
   & QC cost       +           +            +             +              +              +              +             +

  Pkg. Mat'l       +           +            +             +              +              +              +             +

  Total Cost       +           +            +             +              +              +              +             +



    Bottle         +           +            +             +              +              +              +             +
     Size
                   $           $            $             $              $              $              $             $

   Labor,OH
   & Qc cost       +           +            +             +              +              +              +             +

  Pkg. Mat'l       +           +            +             +              +              +              +             +

  Total Cost       +           +            +             +              +              +              +             +


</TABLE>
--------
+ Confidential portions omitted and filed separately with the Commission.


                                       44
<PAGE>



                                     Annex C

                Milestones (If Teva exercises the option for the
                    Optional Products pursuant to Section 4)
<TABLE>
<CAPTION>

---------------------------------------------------------- --------------------------
                     Milestone Event                         Amount Forgiven (US$)**

---------------------------------------------------------- --------------------------
<S>                                                                     <C>
1.   *Tentative   Approval   for  all  of  the   Optional               $+
     Products, (+mg, + mg,  and + mg) in the  U.S.  by no
     later than+.
---------------------------------------------------------- --------------------------
2.   *Launch Date for all of the Optional Products, (+ mg,
     + mg, and + mg) in the U.S within fifteen (15) days
     from the expiration of First to File Exclusivity, but
     in no event later than+.
---------------------------------------------------------- --------------------------
3.   Launch Date for + in the U.S. no later than +.                     +
---------------------------------------------------------- --------------------------
4.   Launch  Date  for all of + mg and +  Tablets  in the               +
     U.S.  within  fifteen (15) days from the  expiration
     of First to File Exclusivity,  but in no event later
     than +.
---------------------------------------------------------- --------------------------
5.   Tentative  Approval  for all of + mg and + mg in the               +
     U.S. by no later than +,  provided that the facility
     in which  Impax will  manufacture  such  Product has
     been approved by the FDA for commercial launch.
---------------------------------------------------------- --------------------------
6.   Launch  Date  for all of + mg,  and + mg in the U.S.               +
     within  fifteen  (15)  days from the  expiration  of
     First to File  Exclusivity,  but in no  event  later
     than +.
---------------------------------------------------------- --------------------------
</TABLE>


* If Impax fails to meet the Tentative Approval condition but subsequently meets
the Launch Date condition, the $+ shall nevertheless be forgiven.

** For the sake of clarification, the applicable milestone shall be achieved
only if the tentative Approval and/or Launch Date is for the prescription drug
marketplace only.


--------
+ Confidential portions omitted and filed separately with the Commission.


                                       45
<PAGE>



                                     Annex D

            Milestones (If Teva does not exercise the option for the
                    Optional Products pursuant to Section 4)
<TABLE>
<CAPTION>

---------------------------------------------------------- ----------------------------
                     Milestone Event                           Amount Forgiven (US$)*
---------------------------------------------------------- ----------------------------
<S>                                                             <C>
1.   Launch Date for + in the U.S. no later than +.                      +
---------------------------------------------------------- ----------------------------
2.   Launch  Date  for  all  of + mg  and + in  the  U.S.                +
     within  fifteen  (15)  days from the  expiration  of
     First to File  Exclusivity,  but in no  event  later
     than +.
---------------------------------------------------------- ----------------------------
3.   Tentative  Approval  for all of + mg and + mg in the                +
     U.S. by no later than+,  provided  that the facility
     in which  Impax will  manufacture  such  Product has
     been approved by the FDA for commercial launch.
---------------------------------------------------------- ----------------------------
4.   Launch  Date  for all of + mg,  and + mg in the U.S.                +
     within  fifteen  (15)  days from the  expiration  of
     First to File  Exclusivity,  but in no  event  later
     than +.
---------------------------------------------------------- ----------------------------
</TABLE>

* For the sake of clarification, the applicable milestone shall be achieved only
if the tentative Approval and/or Launch Date is for the prescription drug
marketplace only.







--------
+ Confidential portions omitted and filed separately with the Commission.


                                       46
<PAGE>




                                     Annex E

           Stock Purchase Agreement and Registration Rights Agreement
















                                       47
<PAGE>



                                     Annex F

                                  EU Countries*


Austria                          Luxembourg
Belgium                          Netherlands
Denmark                          Portugal
Finland                          Spain
France                           Sweden
Germany                          Switzerland
Greece                           United Kingdom
Ireland
Italy



* Plus any other country added to the European Union during the Term. Teva shall
have the option in the manner provided by Section 3.1 for twelve (12) months
from such date of inclusion to include any such country to the Territory.



                                       48
<PAGE>



                                     Annex G

                                Optional Products


       -------------------- ---------------------- ----------------------
            Brand *              Generic                 Strengths
       -------------------- ---------------------- ----------------------
       -------------------- ---------------------- ----------------------
              +                      +                        +
       -------------------- ---------------------- ----------------------


              *including, without limitation, any additional brand.




--------
+ Confidential portions omitted and filed separately with the Commission.


                                       49
<PAGE>


                                     Annex H

                        The Note pursuant to Section 10.1


















                                       50