**Exhibit4.2**

**WARRANTCLARIFICATION AGREEMENT**

This WarrantClarification Agreement (this “Agreement”), dated October 12, 2006, is to theWarrant Agreement, dated as of October 21, 2005 (the “Warrant Agreement”), byand between Paramount Acquisition Corp., a Delaware corporation (“Company”),and Continental Stock Transfer & Trust Company, a New York corporation (“WarrantAgent”).

WHEREAS, Section3.3.2 of the Warrant Agreement provides that Company shall not be obligated todeliver any securities pursuant to the exercise of a warrant unless aregistration statement under the Securities Act of 1933, as amended (“SecuritiesAct”), with respect to the Company’s common stock is effective.

WHEREAS, infurtherance of the foregoing, the Company’s final prospectus, dated October 21,2005, indicated (i) that no warrant would be exercisable unless at thetime of exercise a prospectus relating to the common stock issuable uponexercise of the warrant is current and the common stock has been registeredunder the Securities Act or qualified or deemed to be exempt under thesecurities laws of the state of residence of the holder of the warrant and(ii) that the warrant may be deprived of any value and the market for thewarrant may be limited if the prospectus relating to the common stock issuableupon the exercise of the warrant is not current or if the common stock is notqualified or exempt from qualification in the jurisdictions in which the holderof the warrant resides.

WHEREAS, as aresult of certain questions that have arisen regarding the accounting treatmentapplicable to the warrants, the parties hereto deem it necessary and desirableto amend the Warrant Agreement to clarify that the registered holders do nothave the right to receive a net cash settlement in the event the Company doesnot maintain a current prospectus relating to the common stock issuable uponexercise of the warrants at the time such warrants are exercisable.

NOW, THEREFORE, inconsideration of the mutual agreements contained herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound hereby, the parties heretoagree to amend the Warrant Agreement as set forth herein.

# 1.             WarrantAgreement.  The Warrant Agreement ishereby amended by adding the following sentence as the penultimate sentence ofSection 3.3.2:

“Furthermore, if theCompany is unable to deliver any securities pursuant to the exercise of aWarrant as a result of the foregoing situations, the Company will have noobligation to pay such registered holder any cash or other consideration orotherwise “net cash settle” the Warrant.”

# 2.             Miscellaneous.

## (a)           GoverningLaw.  The validity, interpretation,and performance of this Agreement and of the Warrants shall be governed in allrespects by the laws of the State of New York, without giving effect toconflicts of law principles that would result in the application of 

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## the substantive laws of another jurisdiction.  The Company hereby agrees that any action,proceeding or claim against it arising out of or relating in any way to thisAgreement shall be brought and enforced in the courts of the State of New Yorkor the United States District Court for the Southern District of New York, andirrevocably submits to such jurisdiction, which jurisdiction shall beexclusive.  The Company hereby waives anyobjection to such exclusive jurisdiction and that such courts represent aninconvenient forum.  Any such process orsummons to be served upon the Company may be served by transmitting a copythereof by registered or certified mail, return receipt requested, postageprepaid, addressed to it at the address set forth in Section 9.2 of the WarrantAgreement.  Such mailing shall be deemed personalservice and shall be legal and binding upon the Company in any action,proceeding or claim.

## (b)           BindingEffect.  This Agreement shall bebinding upon and inure to the benefit of the parties hereto and to theirrespective heirs, legal representatives, successors and assigns.

## (c)           Entire Agreement.  This Agreement sets forth the entireagreement and understanding between the parties as to the subject matterthereof and merges and supersedes all prior discussions, agreements andunderstandings of any and every nature among them.  Except as set forth in this Agreement,provisions of the Warrant Agreement which are not inconsistent with thisAgreement shall remain in full force and effect. This Agreement may be executedin one or more counterparts.

## (d)           Severability.  This Agreement shall be deemed severable, andthe invalidity or unenforceability of any term or provision hereof shall notaffect the validity or enforceability of this Agreement or of any other term orprovision hereof.  Furthermore, in lieu ofany such invalid or unenforceable term or provision, the parties hereto intendthat there shall be added as part of this Agreement a provision as similar interms to such invalid or unenforceable provision as may be possible and bevalid and enforceable.

[*Signature page follows*]

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IN WITNESS WHEREOF,the parties hereto have executed this Warrant Clarification Agreement as of thedate first written above.
|        | PARAMOUNT ACQUISITION CORP.                     |                           |   |
|--------|-------------------------------------------------|--------------------------------|--------|
|   |                                            |                           |   |
|   | By:                                             | /s/ J. JAY LOBELL              |   |   |
|   |                                            | Name: J. Jay Lobell            |   |   |
|   |                                            | Title: Chief Executive Officer |   |   |
|   |                                            |                           |   |   |
|   | CONTINENTAL STOCK TRANSFER & TRUST  COMPANY |                           |   |
|   |                                            |                           |   |   |
|   | By:                                             | /s/ STEVEN NELSON              |   |   |
|   |                                            | Name: Steven Nelson            |   |   |
|   |                                            | Title: Chairman                |   |   |

 

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