Exhibit 10.4.3

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


CONFIDENTIAL 



THIRD AMENDMENT TO
DISTRIBUTION AGREEMENT 



        This
Third Amendment to Distribution Agreement (this                  “Amendment”), dated as
of April 13th, 2004, is by and between                  Par Pharmaceutical, Inc., a
Delaware corporation (successor by                  merger to Par Pharmaceutical, Inc., a
New Jersey corporation)                  (“Par”), and Quintiles Ireland Limited, a
company incorporated                  in the Republics of Ireland (“Quintiles”). 



        WHEREAS,
Par and Bioglan Pharma, Inc., a Delaware corporation                  (“Bioglan”), have
entered into that certain Distribution                  Agreement, dated as of December
27, 2000 (the “Original                  Agreement”), relating to the supply and
distribution of                  doxycycline; 



        WHEREAS,
  Par, Quintiles and Bioglan have entered into that certain Assignment of Distribution
  Agreement (the “Assignment”), pursuant to which, among other matters,
  (i) Bioglan assigned all of its right, title and interest in and to the Original
  Agreement to Quintiles, (ii) Quintiles assumed certain obligations of Bioglan
  under the Original Agreement, (iii) Par consented to the foregoing assignment
  and assumption and (iv) the parties amended certain provisions of the Original
  Agreement, all as set forth therein; 



        WHEREAS,
  Par and Quintiles have entered into that certain Second Amendment to Distribution
  Agreement and First Amendment to Assignment of Distribution Agreement (the “Second
  Amendment”), pursuant to which Par and Quintiles amended the Assignment
  and further amended the Original Agreement, all as set forth therein (the Original
  Agreement, as amended by the Assignment and the Second Amendment, is hereinafter
  referred to as the “Agreement”); and 



        WHEREAS,
Par and Quintiles now desire to amend further certain                  terms of the
Agreement, all as set forth herein. 



        NOW,
THEREFORE, in consideration of the mutual covenants                  contained herein,
Par and Quintiles hereby agree as follows: 



1.     Amendment
  of the Agreement. 



        (a)
Par and Quintiles hereby amend Section 1.4 of the Agreement                  by deleting
the fifth sentence thereof in its entirety and                  replacing it with the
following: 



	  	 Where Quintiles’s
      net sales of the Tablets *** (each as defined
      below, if any) supplied by Par, at the end of any calendar year following
      December 31, 2003, are less than *** in the aggregate for such year,
      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 ***,
      as the case may be, which is in the same dosage form, has the same active
      ingredient, has the same strength and is for the same indication as the
      Tablets ***, as the case may be. 





















        (b)
  Par and Quintiles hereby amend the Agreement by inserting, after Section 2.3
  thereof, the following new Sections 2.4 and 2.5:

   


	 	2.4 	 	***: 
	 	 	 	 
	  	 (a) 	  	***  






	   	                  (b)  	  	*** 






	   	                    (c)  	  	*** 







 
	 	
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*** 





	 	2.5
    	 	***: 
	 	 	 	 
	  	(a) 	  	***  






	   	  (b)  	  	*** 






 
	 	
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*** 






	   	                  (c)  	  	*** 






        (c)
Par and Quintiles hereby amend Section 5.1(a) of the Agreement by inserting, between the
fifth and sixth sentences thereof, the following: 



	  	 *** 






        (d)
Par and Quintiles hereby amend Section 5.1(c) of the Agreement by deleting the third
sentence of Section 5.1(c) in its entirety and replacing it with the following sentence: 



	  	
“Thereafter,
the price for Product to be used by Quintiles as                    samples, including
***  to be used as samples,                    shall equal the sum of Par’s aggregate
direct costs, out-of                    pocket costs and documented raw material costs
for such                    Product.” 






        (e)
Par and Quintiles hereby amend Section 5.3 of the Agreement by deleting Section 5.3 in
its entirety and replacing it with the following: 



	  	
“As
additional consideration for the Tablets, Quintiles shall                    pay to Par
***, and as additional consideration                    for *** Quintiles shall pay to                    Par ***, of the net sales                    (gross sales less returns and allowances
other than                    allowances for bad debts or doubtful accounts) by Quintiles
                   and its affiliates of Tablets ***, as the case
                   may be, to unrelated third-party customers, which additional
                   consideration shall be paid to Par as part of the purchase
                   price for the Tablets *** sold and shall not be
                   treated as a royalty or similar payment.” 







 
	 	
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        (f)
Except as expressly modified hereby, the Agreement remains in full force and effect. 



2.     
  Noncontravention. Each party hereto severally represents and warrants that
  the execution and delivery by it of this Amendment and the performance by it
  of its obligations under the Agreement, as amended hereby, do not and will not
  (with or without the giving of notice or the passage of time) (a) contravene
  or conflict with or constitute a violation of any provision of law applicable
  to it or its properties, assets or activities, (b) result in the creation or
  imposition of any lien upon any of its properties or assets or (c) constitute
  a default or breach under or a violation of, or give rise to any right of termination,
  cancellation or acceleration of, any material contract or agreement to which
  it is a party or is otherwise bound.  



3.      Governing
  Law/Counterparts. This Amendment shall be deemed to have been made under,
  and shall be governed by, the laws of the State of New York. This Amendment
  may be executed in counterparts, each of which shall be deemed an original and
  all of which shall constitute a single agreement.  



        IN
WITNESS WHEREOF, this Amendment has been executed as of the date set forth above by a
duly authorized representative of the parties hereto. 


	 	PAR
      PHARMACEUTICAL, INC. 

      
	 	By:	 /s/ Michael
      Graves 

      
      

      Name: Michael Graves 

      Title: Vice President of Marketing and Business Development
	 	 	 
	 	QUINTILES
      IRELAND LIMITED

      
	 	By: 	/s/ John Vaughan
      

      
      

      Name: John Vaughan 

      Title: Acting Managing Director 

      Q Products Division 




 
	 	
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