Exhibit
10.4.1 




Confidential portions of this
document have been omitted and filed separately with the Commission. The omitted portions
have been marked as follows: “***”. 




ASSIGNMENT
  OF DISTRIBUTION AGREEMENT 



        This
  ASSIGNMENT OF DISTRIBUTION AGREEMENT (this “Assignment”) is dated
  and effective as of the Effective Time (as defined below) by and among Par Pharmaceutical,
  Inc, a New Jersey corporation (“Par”), Bioglan Pharma, Inc., a Delaware
  corporation (“Bioglan”), and Quintiles Ireland Limited, a company
  incorporated in the Republic of Ireland (“Quintiles”). 



        WHEREAS,
  Par and Bioglan are parties to the Distribution Agreement dated as of December
  27, 2000 (the “Agreement”): 



        WHEREAS,
  Bioglan has agreed to sell certain assets to Quintiles or an affiliate thereof
  (the “Asset Sale”), and in connection therewith Bioglan desires to
  assign the Agreement to Quintiles; and 



        WHEREAS,
Quintiles desires to accept such assignment, Par desires to consent to such assignment,
and the parties hereto desire to effect certain amendments to the Agreement, pursuant to
the terms and conditions of this Assignment; 



        NOW,
THEREFORE, in consideration of the foregoing premises, the agreements made herein, and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties to this Assignment hereby agree as follows: 



        1.
Effective Time. This Agreement shall be effective upon the closing of the Asset
Sale (the “Effective Time”). Quintiles shall promptly give
Par written notice of the occurrence of the Effective Time.  



        2.
Consent. Par, on behalf of itself, its successors and assigns, does
hereby irrevocably consent to (i) the assignment of the Agreement,
and all rights and obligations of Bioglan thereunder, from Bioglan to
Quintiles, and (ii) any subsequent assignment by Quintiles to any
affiliate of Quintiles.  



        3.
Assignment. Bioglan does hereby assign, transfer, convey, grant and
deliver to Quintiles all of Bioglan’s right, title and interest
in, to and under the Agreement, and Quintiles shall succeed and be
entitled to all of the past, present and future rights, privileges,
benefits and other interests of Bioglan under the Agreement.
Quintiles hereby assumes the obligations of’ Bioglan under the
Agreement arising after the Effective Time.  



        4.
Amendment. The parties to this Assignment
hereby agree that the Agreement is hereby amended as follows:  



        A.
All references in the Agreement to *** dosage amounts are hereby deleted,
                    including without limitation from Section 1.3. For the avoidance of
doubt,                     “Additional Tablets” shall refer only to 75 mg dosage
amounts.  



        B.
  The parties agree that Bioglan’s obligation to market and promote the Products
  under Section 1.4 shall be limited to Products supplied by Par. In addition,
  the fifth sentence of Section 1.4 of the Agreement is hereby amended to read
  in its entirety as follows: “Where 




 
	 	
	 



 














Bioglan’s net sales
  of the Tablets and the Additional Tablets (if applicable) supplied by Par at
  the end of any calendar year following December 31, 2003 are less than ***
  for such period, for reasons other than Par’s failure to supply Product
  in accordance with the terms and conditions of this agreement, Par shall have
  the right to manufacture and distribute a generic version of the Tablets or
  the Additional Tablets, as the case may be, which is in the same dosage form,
  has the same active ingredient, the same strength and is for the same indication
  as the Tablets or the Additional Tablets.” 



        C.
  Section 3.1 of the Agreement is hereby amended by adding the following sentences
  at the end thereof: “In the event that Par fails to supply Bioglan’s
  requirements of Products on a timely basis in accordance with the terms and
  conditions set forth in this Agreement, Bioglan may, in addition to, and without
  limitation of, any other rights Bioglan may have under this agreement or pursuant
  to applicable law, upon ninety (90) days written notice to Par, if Par has failed
  to cure such failure within such ninety (90) day period: (i) purchase the ANDA
  from Par for a purchase price of ***and Par shall execute and
  deliver such documents and instruments as Quintiles may reasonably request in
  order to effectively transfer ownership of the ANDA, and (ii) manufacture Products
  for itself and/or order and purchase Products from third parties. In the event
  that Bioglan desires to manufacture Products for itself and/or to order and
  purchase Products from third parties pursuant to the preceding sentence, at
  Bioglan’s request, Par shall, without charge, use its best efforts to facilitate
  the transfer of all applicable manufacturing technology and know-how to Bioglan
  or such third parties. Without limiting the foregoing, Par shall, without further
  consideration, take such actions (including without limitation meeting with
  Bioglan or third parties, providing instructions, data and documentation, and
  providing samples) and execute and deliver such documents and instruments as
  Bioglan reasonably may request in order to effectively accomplish the foregoing
  transfer of manufacturing technology and know-how so that Bioglan or third parties
  are able to manufacture Products in a manner substantially similar to Par. In
  addition, Par shall make known and available to Bioglan all of its sources for
  materials, ingredients, components, supplies and equipment used in connection
  with the manufacture of the Product, along with the terms thereof and any agreements
  or other arrangements relating thereto, and in the event Par fails to supply
  Bioglan’s requirements of Products on a timely basis in accordance with
  the terms and conditions set forth in this Agreement, at Bioglan’s request,
  Par shall use its best efforts to promptly assign any or all of such agreements
  and arrangements to Bioglan and to facilitate communications between Bioglan
  and the parties thereto.” 



        D.
 The third sentence of Section 5.1(a) is hereby deleted in its entirety and
                    replaced by the following sentence: “The purchase price payable
by Bioglan                     for the Additional Tablets supplied to it by Par shall be
*** per bottle of                     50 tablets (75 mg dosage) and *** per bottle
of 100 tablets (75 mg                     dosage).” 



        E.
  Section 5.1(a) of the Agreement is hereby amended by adding the following sentences
  at the end thereof: “If, and to the extent, Par’s direct, out-of-pocket,
  documented costs for raw materials has increased at the first anniversary of
  the Effective Time over the amount of such costs as of the Effective Time, upon
  reasonable prior written notice to Bioglan, Par may increase the purchase prices
  of all affected Products by the amount of such increase effective on such first
  anniversary. Par may similarly increase the product prices at each subsequent
  




 
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anniversary of the Effective Time for
the increase in Par’s direct, out-of-pocket, documented costs for raw materials
during the prior year. 



        F.
          The third sentence of Section 5.1(c) is hereby deleted in its entirety and
          replaced by the following sentence: “Thereafter, the price for Product
          samples, including all samples of Additional Tablets, shall be equal to
          Par’s direct, out-of-pocket, documented raw material costs for such
          samples.” 



        G.
          The parties agree that the provisions of Sections 6.1 and 6.2 shall apply only
          to Products supplied by Par.  



        H.
          Section 11.1 is hereby amended to delete the notice information for Bioglan and
          to insert in lieu thereof the notice information for Quintiles as follows:  



	  	
Quintiles
Ireland Limited 
c/o Quintiles Transnational Corp. 
4709 Creekstone Drive 
Riverbirch
Building, Suite 200 
Durham, NC 27703 
Attention: Thomas C. Perkins 
Fax Number: 919-998-2090 






        5.
Payments. Within ten (10) days of the Effective Time, Quintiles shall pay
          Par ***. In addition, Quintiles
          shall pay Par *** within thirty
          (30) days after the earlier of December 1, 2002 or notice of approval from the
          FDA of Additional Tablets (75 mg strength) that comply with the
          Agreement, including without limitation the Products Manufacturing
Requirements.           Par shall use its best efforts to develop the Additional Tablets
for commercial           sale as soon as reasonably possible and to obtain all necessary
regulatory           approvals to market the Additional Tablets in the Territory,
including without           limitation final FDA approval for marketing the Additional
Tablets. Par shall be           responsible for all costs associated the development of
the Additional Tablets           up through the date on which they have been approved for
such commercial sale.  



        6.
  Miscellaneous. Capitalized terms not otherwise defined in this Assignment
  shall have the meanings given to them in the Agreement. After the Effective
  Time, references to “Bioglan” in the Agreement shall be deemed references
  to “Quintiles.” Except as amended hereby, the Agreement shall remain
  in full force and effect in accordance with its terms. Bioglan represents and
  warrants to Quintiles that the Agreement is in full force and effect and that
  Bioglan has complied with the terms of the Agreement. Par confirms and agrees
  that the Agreement is in full force and effect and to its knowledge Bioglan
  has complied with the terms of the Agreement. 




 
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{Signature page to
Assignment of Distribution Agreement} 



        IN
WITNESS WHEREOF, Par, Bioglan and Quintiles have duly executed this Assignment. 


	 	PAR PHARMACEUTICAL, INC.  	 
	 
	 	By:	 /s/
      Kenneth I. Sawyer
      

    	 
	 	Name:	 Kenneth
      I. Sawyer
      

    	 
	 	Title:	 CEO
      

    	 
	 
	 	BIOGLAN PHARMA, INC. 
	 
	 	By:	 /s/
      Robert J. Moccia
      

    	 
	 	Name:	Robert J. Moccia
      

    	 
	 	Title:	President
      

    	 
	 
	 	QUINTILES IRELAND LIMITED 
	 
	 	By:	 
      

    
	 	Name:	 
      

    
	 	Title:	 
      

    




 
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{Signature page to
Assignment of Distribution Agreement} 



        IN
WITNESS WHEREOF, Par, Bioglan and Quintiles have duly executed this Assignment. 


 


	 	PAR PHARMACEUTICAL, INC.  	 
	 
	 	By:	 
      

    	 
	 	Name:	 
      

    	 
	 	Title:	 
      

    	 
	 
	 	BIOGLAN PHARMA, INC. 
	 
	 	By:	 
      

    	 
	 	Name:	 

      

    	 
	 	Title:	

      

    	 
	 
	 	QUINTILES IRELAND LIMITED 
	 
	 	By:	 /s/ Ludo Reyndess
      

    
	 	Name:	 Ludo
      Reyndess
      

    
	 	Title:	 Director
      

    



 
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