**United States****Securities and Exchange Commission****Washington, D.C. 20549**

**Form 10-Q/A****Amendment No. 1**

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|        | **QUARTERLY REPORT PURSUANT TO SECTION 13      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**  |
|--------|---------------------------------------------------------------------------------------------------|
|   |                                                                                              |
|   | For the quarterly period        ended September 30, 2003                                          |
|   |                                                                                              |
|        | **TRANSITION REPORT PURSUANT TO SECTION 13      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|   |                                                                                              |
|   | For the transition period        from ______ to _______                                           |

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**Impax Laboratories, Inc.**(Exact name of registrant as specified  in its charter)

|       **Delaware ** |   |   |   | **65-0403311**         |
|--------------------------------------------------------|--------|--------|--------|------------------------|
|                                                        |   |   |   |                        |
| (State or other      jurisdiction                      |   |   |   | (I.R.S. Employer       |
| of incorporation or      organization)                 |   |   |   | Identification Number) |

**30831 Huntwood Avenue, Hayward,  California 94544**(Address of principal executive office  and zip code)

**(510) 476-2000**(registrant’s telephone number,  including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes    No  

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes    No  

The number of shares outstanding of the registrant’s common stock as of October 31, 2003 was approximately 53,585,313.

 

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**EXPLANATORY NOTE**

     The  Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q  for the period ended September, 30, 2003, which was originally filed with the  Securities and Exchange Commission on November 14, 2003, to revise Item 6 and  Exhibit 10.1 to amend and restate in its entirety Exhibit 10.1 to disclose certain  information for which confidential treatment had been initially requested. Certain  portions of Exhibit 10.1 remain redacted pursuant to our revised Confidential  Treatment Request. This Amendment No. 1 continues to speak as of the date of  the original filing of the Quarterly Report, and the Company has not updated  herein the disclosures contained therein to reflect any events that occurred  at a later date.

**ITEM 6.    EXHIBITS  AND REPORTS ON FORM 8-K**

| (a)    | Exhibits:                 |
|--------|---------------------------|
|   |                      |   |
|   | 10.1                      | Exclusivity Transfer      Agreement with Andrx and Teva. (Confidential treatment requested for certain      portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange      Act of 1934, as amended, which portions are omitted and filed separately      with the Securities and Exchange Commission). |
|   |                      |   |
| (b)    | Reports      on Form 8-K: |
|   |                      |   |
|   | •                    | On July 28,      2003, the Company furnished a report on Form 8-K (Item 9) announcing earnings      for the second quarter ended June 30, 2003. |
|   | •                    | On July 31, 2003,      the Company furnished a report on Form 8-K (Item 9) enclosing a press release      announcing that the Company has entered into an Exclusivity Transfer Agreement      with Andrx Corp. and Teva Pharmaceuticals Industries Ltd. pertaining to      pending ANDAs for bioequivalent versions of Wellbutrin SR (R) and Zyban      (Bupropion Hydrochloride) 100mg and 150mg Extended Release Tablets filed      by Andrx, as well as by the Company. |
|   | •                    | On September 5,      2003, the Company furnished a report on Form 8-K (Item 9) enclosing a press      release announcing that the FDA had granted tentative approval for the Company’s      ANDA for a generic version of OxyContin (R) (Oxycodone Hydrochloride) Controlled      Release Tablets, 80mg. |
|   | •                    | On September      9, 2003, the Company furnished a report on Form 8-K (Item 9) enclosing a      press release announcing that Alza Corporation, a unit of Johnson &      Johnson, had commenced litigation against the Company in the United States      District Court, Northern District of California, related to the Company’s      generic version of Ditropan XL (Oxybutynin Chloride) Tablets, 15 mg. |
|   | •                    | On September 25,      2003, the Company filed a report on Form 8-K (Item 4) announcing that the      Company dismissed PWC LLP as its independent accountants. |

 

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**SIGNATURES**

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Dated: May 12, 2004 | **IMPAX      LABORATORIES, INC.**(Registrant) |
|---------------------|-----------------------------------------------|
|                |                                          |   |
|                | By:                                           | /s/ BARRY R.      EDWARDS      (Principal Executive Officer)      Chief Executive Officer |
|                |                                          |   |
|                | By:                                           | /s/ CORNEL C.      SPIEGLER(Principal Financial and Accounting Officer)      Chief Financial Officer |

 

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