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                                                                      MS-20-E
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                                                                   EXHIBIT 10(c)

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Account No.
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<TABLE>
<CAPTION>
      Customer's Name          Address and Area Code   Corporation Reg. No.   Telephone No.
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<S>                            <C>                     <C>                    <C>
PERRIGO ISRAEL HOLDINGS LTD.                                51-306712-7
</TABLE>

TO
BANK HAPOALIM B.M.
THE CENTRAL BRANCH

                              LETTER OF UNDERTAKING

      Made and Executed in Allegan, Michigan on the 16th day of March, 2005

WHEREAS   we, the undersigned, have requested that Bank Hapoalim B.M.
          (hereinafter: the "BANK") provide to us a loan in the sum of US$
          400,000,000 (four hundred million U.S. Dollars) (hereinafter: the
          "LOAN") in our account no. _____________ with the Central Branch of
          the Bank (hereinafter: the "ACCOUNT"), all in accordance with the
          terms of this Letter of Undertaking; and

WHEREAS   we have advised the Bank that Perrigo International, Inc., our sole
          parent company (hereinafter: the "GUARANTOR") intends to deposit an
          amount of US$ 400,000,000 (four hundred million U.S. Dollars)
          (hereinafter: the "DEPOSIT") in an uninsured account at the New York
          Branches of the Bank, which amount shall be pledged by way of a first
          security interest in favor of the Bank; and

WHEREAS   the Bank has agreed to comply with our request dependent, inter alia,
          upon signing this Letter of Undertaking.

ACCORDINGLY WE HEREBY DECLARE AND COVENANT AS FOLLOWS:

REQUEST FOR PROVISION OF THE LOAN

1.   All details regarding the Loan shall be specified in our Request for
     Provision of the Loan attached as ANNEX "A" hereto, which by this reference
     is hereby deemed incorporated into this Letter of Undertaking as if set
     forth herein in full.

CONDITIONS PRECEDENT

2.   The Bank shall not be obliged to grant us the Loan or any part thereof,
     unless the following has been fulfilled to the Bank's full satisfaction by
     no later than March 16, 2005:

     (a)  The Bank must be satisfied in its discretion (i) with any and all UCC,
          tax lien and other searches that it may conduct, (ii) that all terms
          and conditions hereof have been satisfied, including but not limited
          to the condition that the Deposit has been pledged by way of a
          perfected, first priority security interest therein, and (iii) that
          there is no legal impediment to the funding of the Loan.
<PAGE>
     (b)  The opening of the applicable bank accounts by us and the Guarantor
          and the submission to the Bank of all of the documents determined by
          the Bank to be required in connection therewith.

     (c)  The delivery of the Deposit to the Bank at least one Business Day (as
          defined in Annex "A") before the granting of the Loan hereunder.

     (d)  The conclusion and due execution of all of the documents determined by
          the Bank to be required in connection with the Deposit, the Loan, the
          Guaranty and the pledge of the Deposit, including resolutions of, and
          legal opinions of counsel to, each of us and of the Guarantor.

     (e)  The receipt by the Bank of all required opinions whose form will be
          determined by the Bank in its discretion.

INTEREST, ADDITIONAL INTEREST, DEFAULT INTEREST AND LEVIES

3.   (a)  The Loan shall carry interest at the rate set out in our Request for
          Provision of the Loan.

          It is agreed that the interest rate of the Loan shall be not less than
          an annual rate equal to the interest on the Deposit plus 0.125% per
          annum (hereinafter: the "SPREAD"), based on a 360-day-year.

     (b)  In any case of increased cost of making the Loan and/or maintaining
          the Deposit incurred by the Bank for any reason, including the
          increased cost of the Loan to the Bank:

          (1)  Arising from any obligation under any law or agreement or
               otherwise, imposed on or incurred by the Bank, or from any demand
               made upon the Bank by the Bank of Israel and/or by any competent
               or other authority in Israel or abroad:

               (aa) To hold liquid assets to any degree or in any currencies in
                    connection with the granting of the Loan and/or the
                    continued funding of the Loan; and/or

               (bb) To pay and/or make provision for any payments whatsoever to
                    the State Treasury and/or to the Bank of Israel and/or to
                    any competent and/or other authority in connection with the
                    granting of the Loan and/or the continued funding of the
                    Loan; or

          (2)  If as a result of any aforesaid obligation or demand described in
               section 3 (b)(1) above, the Bank is unable to obtain the rate of
               return on its overall capital which it would have been able to
               obtain if not for having complied with our request to provide us
               with the Loan.

          Then, we undertake to pay to the Bank from time to time additional
          amounts (hereinafter: "ADDITIONAL INTEREST") which in the opinion of
          the Bank will compensate the Bank for any such increased cost or,
          alternatively, subject always to the terms of clause 8 hereof, repay
          the outstanding amount of the Loan, including all interest accrued
          thereon until the actual date of such repayment, on the immediately
          following interest payment date of the Loan. A certificate of the Bank
          setting forth the amount or amounts necessary to compensate the Bank
          shall be delivered to us at least 10 days prior to payments of such
          amounts.

     (c)  If we do not repay the Loan on the date specified therefor in our
          Request for Provision of the Loan and/or if we do not repay any sum
          which we are obliged to pay the Bank pursuant to this Letter of
          Undertaking and/or pursuant to our Request for Provision of the Loan,
          then that sum shall carry default interest at the rate prevailing at
          the Bank at that time for overdue payments in US dollars, which rate
          applicable to us at the date hereof is 3% per annum in excess of the
          rate of interest applicable to the Loan (hereinafter - "DEFAULT
          INTEREST") from the due date of payment of that sum - or if there is
          no due date for the payment thereof - from the date of the Bank's
          demand to pay same until its actual payment in full.


                                        2
<PAGE>
     (d)  Default Interest shall be calculated by the Bank on the daily, weekly
          or other balances outstanding, as the Bank in its discretion shall
          decide, and shall be paid by us or capitalised at the end of each
          quarter, or any other period as the Bank shall decide in its sole
          discretion.

PLACE AND MANNER OF PAYMENT; TAXES

4.   (a)  All payments to be paid by us pursuant to this Letter of Undertaking
          shall be made to the Bank free of any taxes, deductions or charges and
          without set-off or counterclaim, in lawful and freely transferable
          currency denominated in US dollars and in funds available to the Bank
          at the branch we received the Loan, or at any place nominated by the
          Bank (provided that a 30 (thirty)-day-prior-notice of such nomination
          shall have been given to us by the Bank).

     (b)  If at any time, any applicable law, regulation or regulatory
          requirement of any governmental authority, monetary agency or central
          bank requires us or any financial institution through which payment is
          made, to make any deduction or withholding in respect of taxes from
          any payment in respect of the Loan, the sum due from us in respect of
          such payment shall be increased to the extent necessary to ensure
          that, after the making of such deduction or withholding, the Bank
          receives on the due date for such payment a net sum equal to the sum
          which it would have received had no such deduction or withholding been
          required to be made, and we shall indemnify the Bank against any
          losses or costs actually incurred by it by reason of any failure to
          make any such deduction or withholding or by reason of any increased
          payment not being made on the due date for such payment. We shall
          promptly deliver to the Bank any receipts, certificates or other proof
          evidencing the amounts (if any) paid or payable in respect of any
          deduction or withholding as aforesaid.

APPLICATION OF PAYMENTS

5.   Every payment paid by us relating to the credit shall be applied first to
     Default Interest, then to Additional Interest due, then to interest due and
     then to principal.

REPRESENTATIONS AND WARRANTIES

6.   (a)  We are a company duly organised and validly existing under the laws of
          the State of Israel; we have the power and authority to carry on and
          conduct our business as currently conducted and to own our property
          and other assets.

     (b)  We have the power to execute, deliver and perform our obligations
          under this Letter of Undertaking and to borrow the amount of the Loan;
          all necessary action has been taken to authorise the execution,
          delivery and performance of this Letter of Undertaking and all other
          documents to be executed and delivered by us in connection with same
          or pursuant thereto.

     (c)  This Letter of Undertaking constitutes our valid and legally binding
          obligations, enforceable in accordance with its terms.

     (d)  The execution and delivery of, the performance of our obligations
          under, and the compliance with the provisions of this Letter of
          Undertaking by us, will not (i) conflict with, or result in any breach
          of, any of the terms of, or constitute a default under, any agreement
          or other instrument to which we are a party or subject or by which we
          or any of our property is bound, (ii) contravene or conflict with any
          provisions of the instruments constituting or defining our
          constitution, except to the extent such conflict, breach or default in
          the case of subparts (i) and (ii) could not be reasonably expected to
          have a material adverse effect on us..

     (e)  No event has occurred and is continuing that constitutes, or that with
          the giving of notice or the lapse of time or both, would constitute an
          event specified in clause 13 hereof or would


                                        3
<PAGE>
          constitute a default under any agreement or instrument evidencing any
          indebtedness of mine, and no such event will occur upon the provision
          of the Loan.

     (f)  No consent or approval of or notice to any creditor of ours is
          required by the terms of any agreement or instrument evidencing any
          indebtedness of ours, for the execution or delivery of, or the
          performance of the obligations under this Letter of Undertaking;
          Except for the approval of right of JP Morgan Chase Bank, as
          Administrative Agent, and other lenders, pursuant to a Credit
          Agreement with, among other parties, our parent, Perrigo Company.

     (g)  There are no actions, proceedings or claims pending, or to our
          knowledge threatened, the adverse determination of which might have a
          materially adverse effect on the Deposit or on our financial condition
          or impair our ability to perform our obligations under or affect the
          validity or enforceability of this Letter of Undertaking.

ADDITIONAL UNDERTAKINGS

7.   We hereby undertake to utilize all dividends received by us from
     subsidiaries of ours, if so received, solely for payments of interest
     currently due on the Loan.

PREPAYMENT

8.   We may prepay the principal amount of the Loan, or any part thereof,
     without being charged with any penalty or fee as a result thereof, on the
     day following the 12th (twelfth) interest payment date (rollover) of the
     Loan and thereafter, on any interest payment date (rollover) of the Loan,
     subject to the following conditions:

     (i)  We shall give the Bank a 30-day-prior notice regarding the due
          prepayment, including the amount to be prepaid by us;

     (ii) Any prepaid amount shall include all interest accrued on such amount
          until the date of actual prepayment;

     (iii) Such prepayment shall be subject to the terms of clause 12 hereof.

     (iv) Any amount prepaid shall cause the immediate release of the equivalent
          amount out of the Deposit and pledge in favor of the Guarantor,
          including the relevant interest accrued on such released amount until
          the actual date of such release, without any penalty or fee.

     (v)  By written notice to the Bank and subject to the terms specified under
          (i) - (iii) above, we can effect repayment of the principal of the
          Loan with the Deposit.

SECURITY

9.   As security for the due and punctual performance of all or any of our
     undertakings hereunder or pursuant hereto, the Bank shall be furnished with
     the following collateral to the Bank's full satisfaction:

     (i)  A pledge which shall be a perfected, first priority security interest
          of the uninsured Deposit at the New York Branches of the Bank; and

     (ii) The Guarantor's guaranty of certain indebtedness of ours to the Bank
          in connection with the Deposit and the pledge thereof (hereinafter:
          the "GUARANTY").

     Additionally, Perrigo Company, a Michigan Corporation (hereinafter:
     "PERRIGO COMPANY"), shall furnish the Bank with a comfort letter in wording
     agreed with the Bank (hereinafter: the "COMFORT LETTER").


                                        4
<PAGE>
10.  The furnishing to the Bank of the collateral referred to in clause 9 hereof
     will constitute incontrovertible proof that they have been tendered to the
     Bank as security for the repayment of the sums owed by us in respect of the
     Loan or pursuant hereto which are hereinafter referred to as - "THE ABOVE
     sums".

11.  It is agreed that the realisation of any one security shall not affect or
     detract from any other security.

EARLY TERMINATION OF THE LOAN

12.  In the event of any early termination, in whole or in part, of the Loan,
     whether due to a prepayment, an event of default (as hereinafter referred
     to), a demand of prepayment by the Bank or otherwise, such early
     termination shall automatically result in the early termination, to the
     same extent, of the Deposit. In the event of any such early termination of
     the Loan and the Deposit as aforesaid, the Bank shall revalue the cost of
     termination/breakage of both the Loan and the Deposit on the basis of the
     replacement cost applicable at that time, which the Bank has or would have
     incurred in replacing both the Loan and the Deposit as determined by the
     Bank in its sole discretion. Any such cost regarding the Loan shall be
     borne by us, provided always that the Spread shall remain unchanged. It is
     hereby noted that (i) the Spread shall be calculated with regard to the
     remaining outstanding principal of the Loan for the relevant period. The
     Spread shall be borne by us unless was already paid to the Bank and (ii)
     the loss caused to the Bank as a result of such early termination of the
     Loan as aforesaid shall be equal to the benefit created by early breakage
     of the Deposit and alternatively, the benefit caused to the Bank as a
     result of such early termination of the Loan as aforesaid shall be equal to
     the loss caused by early breakage of the Deposit.

IMMEDIATE REPAYMENT

13.  Without derogating from the generality of this Letter of Undertaking, the
     Bank shall be entitled to demand the immediate payment of all the above
     sums in any one of the events enumerated below, in which case the Bank
     shall be entitled to realize the Deposit and to demand the payment of any
     additional amounts due and payable to it under the Guaranty. The events are
     as follows:

     (a)  If we commit a breach of or fail to perform any of the terms and
          conditions herein contained or of any other obligation which we have
          incurred or may incur towards the Bank in relation to the Loan (and
          such breach or failure continues unremedied for a period of 30 days
          after written notice from the Bank) or if it transpires that any
          declaration or representation made by us in relation to the granting
          of the Loan is false or inaccurate in any material respect.

     (b)  If there is any Event of Default under the Cash Collateral Pledge
          Agreement signed by the Guarantor vis-a-vis the New York Branches of
          the Bank.

     (c)  If we or the Guarantor adopt a voluntary winding up resolution, file
          for bankruptcy protection, or if an order for winding up is made
          against any of us or if the name of any of us is struck out or is
          about to be struck out from any official register kept by law.

     (d)  If a receiver is appointed over any or all of our assets, or the
          Guarantor's assets, or if an order is made against us or the Guarantor
          for receivership or an interim liquidator or a special manager is
          appointed over any of us.

     (e)  If an attachment or similar process of execution in amount of at least
          US$ 3,000,000 (three million US dollars) is levied against any of our
          or the Guarantor's assets.

     (f)  If we fall behind in the payment of any amount owed by us to the Bank
          for more than 7 (seven) days.

     (g)  If we do not furnish the Bank with annual financial statements, books
          of account and other authorities and materials in relation to the
          state of our affairs as provided in clause 18 hereof, or if we are
          required so to do and we do not comply with any such requirement (and
          such failure


                                        5
<PAGE>
          continues unremedied for a period of 60 days after written notice from
          the Bank, provided that such failure shall not exceed the date March
          30th immediately following the Bank's notice).

     (h)  If Perrigo Company does not furnish the Bank with annual and quarterly
          financial statements.

     (i)  In the event of winding up or breach of undertaking by us and/or by
          the Guarantor.

     (j)  If in the opinion of the Bank the continued granting of the Loan
          becomes unlawful.

     (k)  If there is a change in ownership or control over us or over the
          Guarantor as against the date hereof.

14.  If we do not repay any of the above sums on the expiration date of the Loan
     or same becoming due for immediate repayment pursuant to clause 13 hereof
     (each of such dates being hereinafter called - "THE DUE DATE OF PAYMENT")
     then the above sums shall carry Default Interest from the due date of
     payment until their actual final payment.

OTHER RIGHTS OF THE BANK

15.  The Bank may at any time, but shall not be obliged:

     (i)  To apply to any amounts owed by us, any amounts owed to us by the Bank
          in any account or manner or for any reason (even before the maturity
          of the amounts owed to us by the Bank as aforesaid).

     (ii) To purchase for our account, any amount in foreign currency which may
          be required for payment of any of the amounts owed by us, or to sell
          any foreign currency standing to our Loan at the Bank and to apply the
          proceeds to the payment of any of the amounts owed by us.

     (iii) In any event the Bank may effect set-off without any prior notice.
          However, in the following cases, the Bank may effect such set-off by
          giving us a-10 (ten)-day notice prior to effecting such set-off:

          (1)  In case of applying any amounts prior to their maturity.

          (2)  In case of applying any time deposit which but for such
               application would have been automatically extended or renewed, so
               that certain rights or benefits would have accrued to us.

          (3)  Notwithstanding sub-clause (iii)(1) above, if the delay in
               effecting such application might be detrimental to the Bank or
               affect any of its rights, such application may be made
               immediately. Moreover, where notice has been sent to us and in
               the course of the 10-day-period an attachment order or a
               receivership notice affecting us is received or a similar event
               occurs, such application may be made immediately.

     (iv) Any purchase or sale under sub-clause (ii) above, shall be effected at
          the rate of exchange prevailing at the Bank, out of the amounts in
          Israeli currency or foreign currency, as the case may be, standing to
          our credit at the Bank, or which may be obtained by realising
          collateral given or which may have been given by us to the Bank.

          The term "THE RATE PREVAILING AT THE BANK" shall mean, with respect to
          any purchase of foreign currency for the account, the highest rate for
          cheques and transfers at which the Bank at any relevant time generally
          sells to its customers the relevant foreign currency against Israeli
          currency, in addition to any conversion charge, tax, levy, compulsory
          payments or any other similar payments; and with respect to any sale
          of foreign currency


                                        6
<PAGE>
          from our account, the lowest rate for cheques and transfers at which
          the Bank at any relevant time generally purchases from its customers
          the relevant foreign currency against Israeli currency, after
          deducting any conversion charge, tax, levy, compulsory payments or any
          other similar payments.

16.  We hereby instruct and authorise the Bank to debit from time to time the
     Account with the amount required to pay the above sums.

17.  (a)  We hereby confirm that the Bank's books, accounts and entries shall be
          binding upon us, shall be deemed to be correct and shall be prima
          facie evidence against us in all their particulars, including all
          reference to the calculation of the above sums and any other matter
          related hereto.

     (b)  We hereby confirm receipt of the Bank's notification that according to
          the Protection of Privacy Law, 5741-1981:

          (i)  All the particulars furnished or which may be furnished by us to
               the Bank may be used by the Bank in the normal course of its
               operations at its own discretion;

          (ii) All the particulars furnished or which may be furnished by us to
               the Bank shall be stored in keeping with the Bank's requirements
               from time to time in data bases of the Bank and/or of suppliers
               to the Bank from time to time of computer and data processing and
               warehousing services,

          and we hereby confirm our agreement thereto.

FINANCIAL STATEMENTS

18.  (a)  We are aware that since we are obliged by law to prepare annual
          financial statements, the furnishing of such financial statements to
          the Bank in accordance with the regulations for the supervision of
          banks and/or of the Bank of Israel and/or any provision of law is a
          condition precedent for the provision of the Loan, and we undertake to
          furnish same as aforesaid, in the form laid down by law or in
          accordance with Israeli generally accepted accounting principles and
          with such regularity as may be required of us by the Bank from time to
          time.

          The above notwithstanding, it is agreed that due to the fact that our
          company is a newly formed corporation, our obligation to furnish the
          Bank with our annual audited financial statements shall not apply to
          the first calendar year of our company's existence (i.e., the year
          beginning on the date of our company's formation).

     (b)  From time to time, as required by the Bank, we shall allow a
          representative of the Bank to peruse during usual working hours, all
          balance sheets, financial statements, books of account, card indexes,
          ledgers and other authorities and materials in relation to the state
          of our affairs.

ACCEPTANCE OF ORDERS AND NOTICES NOT REDUCED TO WRITING

19.  The Bank shall be entitled, in its sole discretion, to accept or refuse any
     orders or notices given verbally, by telephone or by any other mode which
     is not reduced to clear and legible writing. In the event that the Bank
     agrees to act on our instructions or request not being an instruction in
     writing in the usual way, we accept all responsibility for any mistake,
     misunderstanding or discrepancy and for any damage, loss or breach which
     may be caused as a result of such instructions being so given.

RIGHT OF ASSIGNMENT; ADMINISTRATION OF THE LOAN


                                        7
<PAGE>
20.  (a)  The Bank may at any time at its own discretion and without our consent
          being required, transfer and/or assign its rights in relation to the
          above sums and/or arising from this Letter of Undertaking, in whole or
          in part, including the Deposit and the pledge thereof, in whole or in
          part, and any transferee and/or assignee may also re-transfer and/or
          reassign the said rights without any further consent being required
          from us; provided that the Deposit must remain in the United States
          and the Loan must remain in Israel. Such transfer and/or assignment
          may be effected in any way the Bank or any subsequent transferor
          and/or assignor deems fit. Any transfer that results in the Deposit
          not remaining in the United States or the Loan not remaining in Israel
          is void.

     (b)  We agree that we may not assign or transfer any of our rights or
          obligations in relation to the Loan without the prior written consent
          of the Bank.

21.  The Bank may administer the Loan or any part thereof by booking same with
     any of its branches, whether in Israel or abroad. The Bank may at any time
     and from time to time at its own discretion and without any consent being
     required from us, transfer the administration of the Loan or any part
     thereof from one branch of the Bank to another, whether in Israel or
     abroad.

REGISTRATION OF COLLATERAL

22.  The Bank may register all or any of the collateral with any competent
     authority in accordance with any law and/or in any public register.

THE BORROWER'S DUTY TO NOTIFY

23.  (a)  We undertake to notify the Bank in writing of any contention or
          objection we may have, if any, in connection with any statement,
          extract of any account, confirmation or notice received from the bank
          including information received through any automatic terminal
          facility. If we do not protest or object within 60 days of the date of
          dispatch thereof, the Bank may consider us as having acknowledged same
          as correct.

     (b)  Without derogating from the other provisions of this Letter of
          Undertaking, any waiver, extension, concession, acquiescence or
          failure to act (hereinafter: "WAIVER") on the Bank's part as to the
          non-performance, partial performance or incorrect performance of any
          of our obligations pursuant to this Letter of Undertaking, such waiver
          shall not be treated as a waiver on the part of the Bank or any
          rights, but as a limited consent given in respect of the specific
          instance.

24.  We hereby undertake to notify the Bank immediately:

     (a)  Of any claim of right to any security given or which may be given to
          the Bank pursuant hereto and/or of any execution or injunction
          proceedings or other steps taken to attach, preserve or realise any
          such security.

     (b)  Of any of the events enumerated in clause 13 above.

     (c)  Of any change of address.

     (d)  Of any application for winding-up our affairs which is filed against
          us or by us as well as the adoption by us of a resolution for
          voluntary winding-up and/or merger.

     (e)  Of any application to have us declared bankrupt or to appoint a
          receiver over our property or any part thereof.

EXPENSES

25.  All of the expenses involved in the enforcement thereof or in the
     realisation of the securities for the enforcement thereof (including fees
     of the Bank's advocates), shall be paid by us to the Bank upon the


                                        8
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     Bank's first demand, together with interest at the maximum rate prevailing
     at the Bank at the time and from time to time on excesses and/or arrears in
     current debitory accounts from the date demand was made until payment in
     full, and until payment in full the aforesaid expenses together with the
     interest thereon, shall be secured by the securities mentioned in clause 9
     hereof. Moreover, the Bank may debit the Account with the aforesaid
     expenses together with interest thereon.

INTERPRETATION

26.  In this Letter of Undertaking - (a) the singular includes the plural and
     vice versa; (b) the masculine gender includes the feminine gender and vice
     versa; (c) "BANK" means Bank Hapoalim B.M. and any of its branches or
     offices existing on the date hereof and/or to be subsequently opened,
     wherever they may be, its assigns, successors, or attorneys in fact; (d)
     the recitals hereto form an integral part hereof; (e) the term "BANK'S
     BOOKS" shall be construed so as to include any book, record, statement of
     account, any copy of any statement of account, loan agreement, deed of
     undertaking, customers' bill, card index, page, film, any means of storage
     and retrieval of data for purposes of electronic computers and any other
     means of storage and retrieval of data; (f) the term "ENTRIES" shall be
     construed so as to include any entry or copy of any entry, irrespective of
     whether entered or copied by hand or by typewriter or entered or copied by
     printing, duplication, photocopying (including microfilm or microfiche) or
     by any mechanical, electrical or electronic means or by any means of
     electronic computer recording or by any other means whatsoever of recording
     or representation of words or numbers or other signs or symbols generally
     employed by banks.

DISCLOSURE OF INFORMATION

27.  Any branch or agency of the Bank on whose books the Loan or any part
     thereof is recorded may disclose to the Head Office of the Bank, to any
     participant, to a potential participant, assignee or transferee, to any
     other person who may propose entering into contractual relations with the
     Bank in relation to the Loan or any part thereof, or to the Bank of Israel,
     the Examiner of banks, the Controller of Foreign Exchange or any person
     acting under their authority or to any other regulatory authority having
     jurisdiction over such branch or the Head Office of the Bank, or to the
     Head Office of the Bank for delivery by the latter to any such regulatory
     authorities, such information about us or the Loan as may be required by
     such regulatory authorities or as the branch or Head Office of the Bank may
     deem appropriate.

NOTICES

28.  The Bank may give any notice pursuant hereto by sending same to us or by
     any other means. Any notice sent by the Bank to us by ordinary or
     registered mail according to the address first above written or to such
     other address in Israel as we shall notify the Bank in writing shall be
     deemed to be sufficient notice received by us within 72 hours of the time
     of dispatch of the letter containing the notice. A certificate in writing
     signed by the Bank shall be conclusive as to the time of dispatch of any
     such notice.

GOVERNING LAW AND PLACE OF JURISDICTION

29   (a)  This Letter of Undertaking shall be construed in accordance with the
          laws of the State of Israel.

     (b)  For the purposes hereof, the exclusive place of jurisdiction shall be
          the competent court of law in Israel situated in the city of Tel Aviv
          - Jaffa.

CURRENCY INDEMNITY

30.  We agree to indemnify the Bank against any loss incurred by it as a result
     of any judgement or order being given or made for the payment of any of the
     above sums and such judgement or order being expressed in a currency other
     than the currency in which any such sum is payable and as a result of any
     variation having occurred in the rates of exchange between the date on
     which any such sum becomes due pursuant hereto and the date of actual
     payment thereof. The foregoing indemnity shall constitute


                                        9
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     our separate and independent obligation and shall apply irrespective of any
     indulgence granted to us from time to time and shall continue in full force
     and effect notwithstanding any such judgement or order.

NON RECOURSE

31.  Notwithstanding anything in this Letter of Undertaking to the contrary,
     this Letter of Undertaking is non-recourse to us and nothing herein
     contained shall be deemed to cause us to be personally liable to pay any of
     the indebtedness, obligations or liabilities hereunder. The Bank shall not
     enforce our indebtedness, obligations or liabilities to perform and observe
     any of our obligations contained herein by any action or proceeding wherein
     a money judgment shall be sought against us. The provisions of this Clause
     31 shall not, however, (i) constitute a waiver, release or impairment of
     any obligation evidenced or secured by this Letter of Undertaking; (ii)
     impair the right of the Bank to name us as a party defendant in any action
     or suit to enable the Bank to enforce and realize upon its interest in the
     Pledge pursuant to the Cash Collateral Pledge Agreement signed by the
     Guarantor in connection with the Deposit (hereinafter: the "PLEDGE
     AGREEMENT") and/or the Guarantee; (iii) affect the validity or
     enforceability of the Pledge Agreement or the Guarantee; (iv) impair the
     enforcement of the Pledge Agreement; or (v) constitute a waiver release or
     impairment of the Bank's right to enforce its rights against the Guarantor,
     by an action or proceeding wherein a money judgment shall be sought against
     the Guarantor or otherwise, with respect to the Recourse Obligations (as
     defined in the Pledge Agreement).

NO AMENDMENT

32.  This Letter of Undertaking and the all terms thereof cannot be amended or
     modified except by written agreement executed by us and the Bank.

                     AND IN WITNESS WHEREOF WE HAVE SIGNED:


                                        /s/ James R. Ondersma
                                        ----------------------------------------
                                        PERRIGO ISRAEL HOLDINGS LTD.


By: James R. Ondersma                   Title: Authorized Signatory
    ---------------------------------


By:                                     Title:
    ---------------------------------          ---------------------------------

We, the undersigned, Fischer, Bachar, Chen and Co., as legal counsel to Perrigo
Israel Holdings Ltd. (the "COMPANY"), hereby confirm as follows:

1.   that the Company has full legal right and has the corporate power and
     requisite corporate authority, to execute, deliver and perform this Letter
     of Undertaking.

2.   that the Company signed upon the above Letter of Undertaking through its
     authorized signatory Mr. James Ondersma, according to a resolution duly
     adopted by the Company on March 16, 2005 and to its constituting documents.

3.   that the above signatures are binding upon the Company for every intent and
     purpose.


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4.   The above confirmation is limited to Israeli law.


/s/ Fischer, Bachar, Chen and Co.       March 16, 2005
-------------------------------------
Stamp and Signature of legal counsel    Date


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