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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-34263
 Impax
Laboratories, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    65-0403311(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)30831 Huntwood Avenue, Hayward, CA
    
    94544(Address of principal executive offices)
    
    (Zip Code)
 (510) 476-2000  (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



Impax Laboratories, Inc.
 INDEX
 PART I: FINANCIAL INFORMATIONItem 1:Financial Statements- Consolidated Balance Sheets as of March 31, 2010 (unaudited)
and December 31, 2009
    
    
    3- Consolidated Statements of Operations for each of the three months ended
March 31, 2010 and 2009 (unaudited)
    
    
    4- Consolidated Statements of Cash Flows for each of the three months ended
March 31, 2010 and 2009 (unaudited)
    
    
    5- Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2:Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    40Item 3:Quantitative and Qualitative Disclosures About Market Risk
    
    
    64Item 4:Controls and Procedures
    
    
    64PART II: OTHER INFORMATIONItem 1:Legal Proceedings
    
    
    65Item 1A:Risk Factors
    
    
    68Item 2:Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    69Item 3:Defaults Upon Senior Securities
    
    
    70Item 4:(Removed and Reserved)
    
    
    70Item 5:Other Information
    
    
    70Item 6:Exhibits
    
    
    71SIGNATURES
    
    
    72EXHIBIT INDEX
    
    
    73Exhibit 10.1.1Exhibit 10.1.2Exhibit 10.7Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   Page 2 of 73




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PART I: FINANCIAL INFORMATION
 
 ITEM 1: FINANCIAL STATEMENTS
 Impax Laboratories, Inc.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share data)
 March 31,
    
    
    December 31,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    83,747
    
    
    $
    31,770Short-term investments
    
    
    46,615
    
    
    
    58,599Accounts receivable, net
    
    
    324,692
    
    
    
    185,854Inventory, net
    
    
    52,015
    
    
    
    49,130Current portion of deferred product manufacturing costs-alliance agreements
    
    
    11,435
    
    
    
    11,624Current portion of deferred income taxes
    
    
    35,109
    
    
    
    32,286Prepaid expenses and other current assets
    
    
    3,963
    
    
    
    4,748Total current assets
    
    
    557,576
    
    
    
    374,011Property, plant and equipment, net
    
    
    102,330
    
    
    
    101,650Deferred product manufacturing costs-alliance agreements
    
    
    95,986
    
    
    
    96,619Deferred income taxes, net
    
    
    44,570
    
    
    
    48,544Other assets
    
    
    16,993
    
    
    
    12,358Goodwill
    
    
    27,574
    
    
    
    27,574Total assets
    
    $
    845,029
    
    
    $
    660,756LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    33,249
    
    
    $
    23,295Accrued expenses
    
    
    64,758
    
    
    
    62,055Accrued income taxes payable
    
    
    78,582
    
    
    
    31,627Accrued profit sharing and royalty expenses
    
    
    41,307
    
    
    
    53,695Current portion of deferred revenue-alliance agreements
    
    
    33,433
    
    
    
    33,196Total current liabilities
    
    
    251,329
    
    
    
    203,868Deferred revenue-alliance agreements
    
    
    219,727
    
    
    
    224,522Other liabilities
    
    
    12,212
    
    
    
    10,139Total liabilities
    
    $
    483,268
    
    
    $
    438,529Commitments and contingencies (Note 18)Stockholders equity:Preferred Stock, $0.01 par value, 2,000,000 shares authorized,
0 shares outstanding at March 31, 2010 and December 31, 2009
    
    $
    
    
    
    $
    Common stock, $0.01 par value, 90,000,000 shares authorized and
62,723,482 and 62,210,089 shares issued at March 31, 2010
and December 31, 2009, respectively
    
    
    627
    
    
    
    622Additional paid-in capital
    
    
    230,908
    
    
    
    223,239Treasury stock - 243,729 shares
    
    
    (2,157
    )
    
    
    (2,157
    )Accumulated other comprehensive loss
    
    
    (177
    )
    
    
    (524
    )Retained earnings
    
    
    132,313
    
    
    
    828361,514
    
    
    
    222,008Noncontrolling interest
    
    
    247
    
    
    
    219Total stockholders equity
    
    
    361,761
    
    
    
    222,227Total liabilities and stockholders equity
    
    $
    845,029
    
    
    $
    660,756
   Page 3 of 73




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Impax Laboratories, Inc.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (dollars in thousands, except share and per share data)
 Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009(unaudited)
    
    
    (unaudited)Revenues:Global
Product Sales, net
    
    $
    309,105
    
    
    $
    39,121Private Label product sales
    
    
    672
    
    
    
    1,297Rx Partner
    
    
    4,903
    
    
    
    10,736OTC Partner
    
    
    1,765
    
    
    
    1,858Research Partner
    
    
    3,385
    
    
    
    2,611Promotional Partner
    
    
    3,503
    
    
    
    3,284Other
    
    
    
    
    
    
    6Total revenues
    
    
    323,333
    
    
    
    58,913Cost of revenues
    
    
    79,576
    
    
    
    26,250Gross profit
    
    
    243,757
    
    
    
    32,663Operating expenses:Research and development
    
    
    18,309
    
    
    
    15,789Patent litigation
    
    
    1,984
    
    
    
    1,017Litigation settlement
    
    
    
    
    
    
    237Selling, general and administrative
    
    
    12,485
    
    
    
    11,485Total operating expenses
    
    
    32,778
    
    
    
    28,528Income from operations
    
    
    210,979
    
    
    
    4,135Other (expense) income, net
    
    
    (18
    )
    
    
    55Interest income
    
    
    82
    
    
    
    149Interest expense
    
    
    (46
    )
    
    
    (294
    )Income before income taxes
    
    
    210,997
    
    
    
    4,045Provision for income taxes
    
    
    79,484
    
    
    
    1,836Net income before noncontrolling interest
    
    
    131,513
    
    
    
    2,209Add back (profit) loss attributable to
noncontrolling interest
    
    
    (28
    )
    
    
    10Net income
    
    $
    131,485
    
    
    $
    2,219Net Income per share:Basic
    
    $
    2.16
    
    
    $
    0.04Diluted
    
    $
    2.06
    
    
    $
    0.04Weighted average common shares outstanding:Basic
    
    
    61,008,015
    
    
    
    59,711,133Diluted
    
    
    63,865,678
    
    
    
    60,222,215
   Page 4 of 73




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Impax Laboratories, Inc.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)
 Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009(unaudited)
    
    
    (unaudited)Cash flows from operating activities:Net income
    
    $
    131,485
    
    
    $
    2,219Adjustments to reconcile net income to net cash provided by (used in)
operating activities:Depreciation
    
    
    2,946
    
    
    
    2,544Amortization of 3.5% Debentures discount and deferred financing costs
    
    
    
    
    
    
    150Amortization of Wachovia Credit Agreement deferred financing costs
    
    
    25
    
    
    
    Bad debt expense
    
    
    91
    
    
    
    23Deferred income taxes (benefit)
    
    
    1,889
    
    
    
    (3,027
    )Provision for uncertain tax positions
    
    
    12
    
    
    
    218Tax benefit related to the exercise of employee stock options
    
    
    (738
    )
    
    
    Deferred revenue-Alliance Agreements
    
    
    5,495
    
    
    
    19,723Deferred product manufacturing costs-Alliance Agreements
    
    
    (3,427
    )
    
    
    (9,919
    )Deferred revenue recognized-Alliance Agreements
    
    
    (10,053
    )
    
    
    (15,205
    )Amortization deferred product manufacturing costs-Alliance Agreements
    
    
    4,249
    
    
    
    7,666Accrued profit sharing and royalty expense
    
    
    41,307
    
    
    
    72Profit sharing and royalty payments
    
    
    (53,695
    )
    
    
    (252
    )Payments on exclusivity period fee
    
    
    
    
    
    
    (3,000
    )Payments on accrued litigation settlements
    
    
    (5,865
    )
    
    
    (4,007
    )Share-based compensation expense
    
    
    2,873
    
    
    
    1,437Accretion of interest income on short-term investments
    
    
    (64
    )
    
    
    (36
    )Changes in assets and liabilities:Accounts receivable
    
    
    (138,929
    )
    
    
    (18,530
    )Inventory
    
    
    (2,885
    )
    
    
    2,546Prepaid expenses and other assets
    
    
    (3,870
    )
    
    
    2,042Accounts payable, accrued expenses and income taxes payable
    
    
    64,678
    
    
    
    (3,481
    )Other liabilities
    
    
    2,088
    
    
    
    734Net cash provided by (used in) operating activities
    
    $
    37,612
    
    
    $
    (18,083
    )Cash flows from investing activities:Purchase of short-term investments
    
    
    (23,055
    )
    
    
    (27,810
    )Maturities of short-term investments
    
    
    35,103
    
    
    
    18,245Purchases of property, plant and equipment
    
    
    (3,116
    )
    
    
    (3,881
    )Net cash provided by (used in) investing activities
    
    $
    8,932
    
    
    $
    (13,446
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    
    
    
    
    (36
    )Tax benefit related to the exercise of employee stock options
    
    
    738
    
    
    
    Proceeds from exercise of stock options and ESPP
    
    
    4,695
    
    
    
    334Net cash provided by financing activities
    
    $
    5,433
    
    
    $
    298Net increase (decrease) in cash and cash equivalents
    
    $
    51,977
    
    
    $
    (31,231
    )Cash and cash equivalents, beginning of period
    
    $
    31,770
    
    
    $
    69,275Cash and cash equivalents, end of period
    
    $
    83,747
    
    
    $
    38,044
  Page 5 of 73




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Three Months EndedMarch 31,
    
    
    March 31,(in $000s)
    
    2010
    
    
    2009Cash paid for interest
    
    $
    46
    
    
    $
    169Cash paid for income taxes
    
    $
    30,710
    
    
    $
    63
    Page 6 of 73




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NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
        Page 7 of 73




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2. REVENUE RECOGNITION
   Global
Product Sales, net :
     Page 8 of 73




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2. REVENUE RECOGNITION (continued)
      Page 9 of 73




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2. REVENUE RECOGNITION (continued)
 Private Label product sales:
  Rx Partner and OTC Partner:
       Page 10 of 73




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2. REVENUE RECOGNITION (continued)
 Research Partner :
  Promotional Partner:
  Shipping and Handling Fees and Costs
   Page 11 of 73




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3. RECENT ACCOUNTING PRONOUNCEMENTS
     Page 12 of 73




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4. INVESTMENTS
   Gross
    
    
    Gross(in $000s)
    
    Amortized
    
    
    Unrecognized
    
    
    Unrecognized
    
    
    FairMarch 31, 2010
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueCommercial paper
    
    $
    16,278
    
    
    $
    7
    
    
    $
    
    
    
    $
    16,285Government sponsored
enterprise obligations
    
    
    27,535
    
    
    
    9
    
    
    
    (4
    )
    
    
    27,540Corporate bonds
    
    
    2,563
    
    
    
    1
    
    
    
    
    
    
    
    2,564Certificates of deposit
    
    
    239
    
    
    
    
    
    
    
    
    
    
    
    239Total short-term investments
    
    $
    46,615
    
    
    $
    17
    
    
    $
    (4
    )
    
    $
    46,628
 Gross
    
    
    Gross(in $000s)
    
    Amortized
    
    
    Unrecognized
    
    
    Unrecognized
    
    
    FairDecember 31, 2009
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueCommercial paper
    
    $
    13,387
    
    
    $
    4
    
    
    $
    (1
    )
    
    $
    13,390Government sponsored
enterprise obligations
    
    
    41,953
    
    
    
    32
    
    
    
    (1
    )
    
    
    41,984Corporate bonds
    
    
    3,021
    
    
    
    1
    
    
    
    (1
    )
    
    
    3,021Certificates of deposit
    
    
    238
    
    
    
    
    
    
    
    
    
    
    
    238Total short-term investments
    
    $
    58,599
    
    
    $
    37
    
    
    $
    (3
    )
    
    $
    58,633
  Page 13 of 73




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5. ACCOUNTS RECEIVABLE
  March 31,
    
    
    December 31,(in $000s)
    
    2010
    
    
    2009Gross accounts receivable
    
    $
    398,648
    
    
    $
    254,094Less: Chargeback reserve
    
    
    (27,637
    )
    
    
    (21,448
    )Less: Rebate reserve
    
    
    (31,716
    )
    
    
    (37,781
    )Less: Other deductions
    
    
    (14,603
    )
    
    
    (9,011
    )Accounts receivable, net
    
    $
    324,692
    
    
    $
    185,854
  (in $000s)
    
    March 31,
    
    
    December 31Chargeback reserve
    
    2010
    
    
    2009Beginning balance
    
    $
    21,448
    
    
    $
    4,056Provision recorded during the period
    
    
    56,168
    
    
    
    126,105Credits issued during the period
    
    
    (49,979
    )
    
    
    (108,713
    )Ending balance
    
    $
    27,637
    
    
    $
    21,448
 (in $000s)
    
    March 31,
    
    
    December 31Rebate reserve
    
    2010
    
    
    2009Beginning balance
    
    $
    37,781
    
    
    $
    4,800Provision recorded during the period
    
    
    34,824
    
    
    
    72,620Credits issued during the period
    
    
    (40,889
    )
    
    
    (39,639
    )Ending balance
    
    $
    31,716
    
    
    $
    37,781
   Page 14 of 73




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6. INVENTORY
  March 31,
    
    
    December 31,(in $000s)
    
    2010
    
    
    2009Raw materials
    
    $
    34,286
    
    
    $
    30,758Work in process
    
    
    2,858
    
    
    
    2,768Finished goods
    
    
    16,235
    
    
    
    17,051Total inventory, net
    
    $
    53,379
    
    
    $
    50,577Less: Non-current inventory, net
    
    
    (1,364
    )
    
    
    (1,447
    )Total inventory-current, net
    
    $
    52,015
    
    
    $
    49,130
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7. PROPERTY, PLANT AND EQUIPMENT
  March 31,
    
    
    December 31,(in $000s)
    
    2010
    
    
    2009Land
    
    $
    2,270
    
    
    $
    2,270Buildings and improvements
    
    
    78,286
    
    
    
    77,778Equipment
    
    
    61,332
    
    
    
    59,612Office furniture and equipment
    
    
    7,585
    
    
    
    7,425Construction-in-progress
    
    
    6,077
    
    
    
    4,880Property, plant and equipment, gross
    
    $
    155,550
    
    
    $
    151,965Less: Accumulated depreciation
    
    
    (53,220
    )
    
    
    (50,315
    )Property, plant and equipment, net
    
    $
    102,330
    
    
    $
    101,650
   Page 16 of 73




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8. ACCRUED EXPENSES
  March 31
    
    
    December 31(in $000s)
    
    2010
    
    
    2009Payroll-related expenses
    
    $
    10,184
    
    
    $
    15,274Product returns
    
    
    28,599
    
    
    
    22,114Shelf stock adjustments
    
    
    138
    
    
    
    225Medicaid rebates
    
    
    16,848
    
    
    
    9,759Physician detailing sales force fees
    
    
    2,410
    
    
    
    2,449Legal and professional fees
    
    
    4,126
    
    
    
    3,660Litigation settlements
    
    
    
    
    
    
    5,865Other
    
    
    2,453
    
    
    
    2,709Total accrued expenses
    
    $
    64,758
    
    
    $
    62,055
 Accrued Litigation Settlement Expenses
   Taiwan Facility Construction
  Product Returns
  (in $000s)
    
    March 31
    
    
    December 31Product Return Reserve
    
    2010
    
    
    2009(in $000s)Beginning balance
    
    $
    22,114
    
    
    $
    13,675Provision related to
sales recorded in the period
    
    
    7,400
    
    
    
    11,847Credits issued during the period
    
    
    (915
    )
    
    
    (3,408
    )Ending balance
    
    $
    28,599
    
    
    $
    22,114
 Purchase Order Commitments
   Page 17 of 73




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9. INCOME TAXES
     Page 18 of 73




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10. REVOLVING LINE OF CREDIT
     Page 19 of 73




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11. ALLIANCE AND COLLABORATION AGREEMENTS
 Strategic Alliance Agreement with Teva
  Three MonthsEnded
    
    
    Inception(in $000s)
    
    March 31,
    
    
    ThroughDeferred revenue
    
    2010
    
    
    Dec 31, 2009Beginning balance
    
    $
    202,032
    
    
    $
    Additions:Cost-sharing
    
    
    175
    
    
    
    6,653Product-related deferrals
    
    
    4,841
    
    
    
    410,616Sub-total
    
    
    5,016
    
    
    
    417,269Exclusivity charges
    
    
    
    
    
    
    (50,600
    )Forgiveness of advance deposit
    
    
    
    
    
    
    6,000Forgiveness of interest
    
    
    
    
    
    
    4,370Stock repurchase
    
    
    
    
    
    
    2,157Total additions
    
    $
    5,016
    
    
    $
    379,196Less: amounts recognized:Forgiveness of advance deposit
    
    $
    (54
    )
    
    $
    (2,802
    )Forgiveness of interest
    
    
    (39
    )
    
    
    (2,045
    )Stock repurchase
    
    
    (19
    )
    
    
    (1,008
    )Cost-sharing
    
    
    (126
    )
    
    
    (3,092
    )Product-related revenue
    
    
    (4,664
    )
    
    
    (168,217
    )Total amount recognized
    
    
    (4,902
    )
    
    
    (177,164
    )Total deferred revenue
    
    $
    202,146
    
    
    $
    202,032
 Three Months(in $000s)
    
    Ended
    
    
    InceptionDeferred product
    
    March 31,
    
    
    Throughmanufacturing costs
    
    2010
    
    
    Dec 31, 2009Beginning balance
    
    $
    94,040
    
    
    $
    Additions
    
    
    2,987
    
    
    
    175,565Less amounts amortized
    
    
    (2,705
    )
    
    
    (81,525
    )Total deferred product
manufacturing costs
    
    $
    94,322
    
    
    $
    94,040
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11. ALLIANCE AND COLLABORATION AGREEMENTS (continued)
 OTC Partners Alliance Agreements
  Three MonthsEnded
    
    
    Inception(in $000s)
    
    March 31
    
    
    ThroughDeferred revenue
    
    2010
    
    
    Dec 31, 2009Beginning balance
    
    $
    16,162
    
    
    $
    Additions:Upfront fees and
milestone payments
    
    
    
    
    
    
    8,436Cost-sharing and other
    
    
    
    
    
    
    1,642Product-related deferrals
    
    
    479
    
    
    
    83,826Total additions
    
    $
    479
    
    
    $
    93,904Less: amount recognized:Upfront fees and
milestone payments
    
    
    (69
    )
    
    
    (7,745
    )Cost-sharing and other
    
    
    (187
    )
    
    
    (1,550
    )Product-related revenue
    
    
    (1,509
    )
    
    
    (68,447
    )Total amount recognized
    
    
    (1,765
    )
    
    
    (77,742
    )Total deferred revenue
    
    $
    14,876
    
    
    $
    16,162
 Three Months(in $000s)
    
    Ended
    
    
    InceptionDeferred product
    
    March 31,
    
    
    Throughmanufacturing costs
    
    2010
    
    
    Dec 31, 2009Beginning balance
    
    $
    14,203
    
    
    $
    Additions:
    
    
    440
    
    
    
    77,870Less: amount amortized:
    
    
    (1,544
    )
    
    
    (63,667
    )Total deferred product
manufacturing costs
    
    $
    13,099
    
    
    $
    14,203
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11. ALLIANCE AND COLLABORATION AGREEMENTS (continued)
 Joint Development Agreement with Medicis Pharmaceutical Corporation
 ® ®
  Three MonthsEnded
    
    
    Inception(in $000s)
    
    March 31,
    
    
    ThroughDeferred revenue
    
    2010
    
    
    Dec 31, 2009Beginning balance
    
    $
    39,487
    
    
    $
    Additions:Upfront fees and milestone payments
    
    
    
    
    
    
    52,000Product-related deferrals
    
    
    
    
    
    
    Total additions
    
    $
    
    
    
    $
    52,000Less: amounts recognized:Upfront fees and milestone payments
    
    
    (3,385
    )
    
    
    (12,513
    )Product-related revenue
    
    
    
    
    
    
    Total amount recognized
    
    
    (3,385
    )
    
    
    (12,513
    )Total deferred revenue
    
    $
    36,102
    
    
    $
    39,487
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11. ALLIANCE AND COLLABORATION AGREEMENTS (continued)
 Agreements with Shire LLC
 License and Distribution Agreement
  Promotional Services Agreement
   Page 23 of 73




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11. ALLIANCE AND COLLABORATION AGREEMENTS (continued)
 Co-Promotion Agreement with Pfizer
    Page 24 of 73




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11. ALLIANCE AND COLLABORATION AGREEMENTS (continued)
 Exclusive License, Development and Supply Agreement with Putney
 ®
    Page 25 of 73




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12. SHARE-BASED COMPENSATION
   Three Months Ended:March 31,
    
    
    March 31,(in $000s)
    
    2010
    
    
    2009Manufacturing expenses
    
    $
    898
    
    
    $
    349Research and development
    
    
    898
    
    
    
    602Selling, general & administrative
    
    
    1,077
    
    
    
    486Total
    
    $
    2,873
    
    
    $
    1,437
  Weighted AverageNumber of Shares
    
    
    Exercise PriceUnder Option
    
    
    per ShareOutstanding at December 31, 2009
    
    
    8,229,818
    
    
    $
    9.87Options granted
    
    
    
    
    
    $
    Options exercised
    
    
    (488,359
    )
    
    $
    8.61Options forfeited
    
    
    (32,363
    )
    
    $
    8.97Outstanding at March 31, 2010
    
    
    7,709,096
    
    
    $
    9.96Vested and expected to vest at March 31, 2010
    
    
    7,850,433
    
    
    $
    10.01Options exercisable at March 31, 2010
    
    
    4,339,478
    
    
    $
    11.39
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12. SHARE-BASED COMPENSATION (continued)
  Weighted AverageRestricted
    
    Number of Restricted
    
    
    Grant-DateStock Awards
    
    Stock Awards
    
    
    Fair ValueNon-vested at December 31, 2009
    
    
    1,152,923
    
    
    $
    7.72Granted
    
    
    37,200
    
    
    $
    13.65Vested
    
    
    (108,020
    )
    
    $
    8.43Forfeited
    
    
    (8,823
    )
    
    $
    7.88Non-vested at March 31, 2010
    
    
    1,073,280
    
    
    $
    7.85
    Page 27 of 73




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13. STOCKHOLDERS EQUITY
 Preferred Stock
  Common Stock
  Shareholders Rights Plan
   Page 28 of 73




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14. EARNINGS PER SHARE
  Three Months Ended:March 31,
    
    
    March 31(in $000s except per share amounts)
    
    2010
    
    
    2009Numerator:Net income
    
    $
    131,485
    
    
    $
    2,219Denominator:Weighted average common
shares outstanding
    
    
    61,008,015
    
    
    
    59,711,133Effect of dilutive options and common
stock purchase warrants
    
    
    2,857,663
    
    
    
    511,082Diluted weighted average
common shares outstanding
    
    
    63,865,678
    
    
    
    60,222,215Basic net income per share
    
    $
    2.16
    
    
    $
    0.04Diluted net income per share
    
    $
    2.06
    
    
    $
    0.04
   Page 29 of 73




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15. COMPREHENSIVE INCOME
 Three Months Ended:March 31,
    
    
    March 31,(in $000s)
    
    2010
    
    
    2009Net income
    
    $
    131,485
    
    
    $
    2,219Currency translation adjustments
    
    
    347
    
    
    
    (700
    )Comprehensive income
    
    
    131,832
    
    
    
    1,519Comprehensive income attributable to
the noncontrolling interest
    
    
    
    
    
    
    Comprehensive income attributable
to Impax Laboratories, Inc.
    
    $
    131,832
    
    
    $
    1,519
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16. SEGMENT INFORMATION
      (in $000s)
    
    Global
    
    
    Impax
    
    
    Corporate
    
    
    TotalThree Months Ended March 31, 2010
    
    Division
    
    
    Division
    
    
    and Other
    
    
    CompanyRevenue, net
    
    $
    319,830
    
    
    $
    3,503
    
    
    $
    
    
    
    $
    323,333Cost of revenue
    
    
    76,432
    
    
    
    3,144
    
    
    
    
    
    
    
    79,576Research and development
    
    
    9,435
    
    
    
    8,874
    
    
    
    
    
    
    
    18,309Patent Litigation
    
    
    1,984
    
    
    
    
    
    
    
    
    
    
    
    1,984Income (loss) before provision for income taxes
    
    $
    228,645
    
    
    $
    (9,324
    )
    
    $
    (8,324
    )
    
    $
    210,997
 (in $000s)
    
    Global
    
    
    Impax
    
    
    Corporate
    
    
    TotalThree Months Ended March 31, 2009
    
    Division
    
    
    Division
    
    
    and Other
    
    
    CompanyRevenue, net
    
    $
    55,629
    
    
    $
    3,284
    
    
    $
    
    
    
    $
    58,913Cost of revenue
    
    
    23,233
    
    
    
    3,017
    
    
    
    
    
    
    
    26,250Research and development
    
    
    10,275
    
    
    
    5,514
    
    
    
    
    
    
    
    15,789Patent Litigation
    
    
    1,017
    
    
    
    
    
    
    
    
    
    
    
    1,017Income (loss) before provision for income taxes
    
    $
    18,510
    
    
    $
    (6,287
    )
    
    $
    (8,178
    )
    
    $
    4,045
  Page 31 of 73




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17. LEGAL AND REGULATORY MATTERS
 Patent Litigation
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17. LEGAL AND REGULATORY MATTERS (continued)
 Patent Infringement Litigation
 AstraZeneca AD et al. v. Impax Laboratories, Inc. (Omeprazole)
 ® ®
 Aventis Pharmaceuticals Inc., et al. v. Impax Laboratories, Inc.
(Fexofenadine/Pseudoephedrine)
 ® ® ®
 ® ® ®
  Page 33 of 73




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17. LEGAL AND REGULATORY MATTERS (continued)
 Endo Pharmaceuticals Inc., et al. v. Impax Laboratories, Inc. (Oxymorphone)
 ® Markman decision
 Pfizer Inc., et aI. v. Impax Laboratories, Inc. (Tolterodine)
 ® Pfizer Inc. et al. v. Teva Pharmaceuticals USA, Inc. Pfizer
 Boehringer Ingelheim Pharmaceuticals, et al. v. Impax Laboratories, Inc. (Tamsulosin)
 ®
  Page 34 of 73




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17. LEGAL AND REGULATORY MATTERS (continued)
 Purdue Pharma Products L.P., et al. v. Impax Laboratories, Inc. (Tramadol)
 ® ® Pharma Products L.P. et al, v. Par
Pharmaceutical, Inc. et al.
 Eli Lilly and Company v. Impax Laboratories, Inc. (Duloxetine)
 ®
 Warner Chilcott, Ltd. et.al. v. Impax Laboratories, Inc. (Doxycycline Hyclate)
 ®
 Eurand, Inc., et al. v. Impax Laboratories, Inc. (Cyclobenzaprine)
 ® Markman
 Genzyme Corp. v. Impax Laboratories, Inc. (Sevelamer Hydrochloride)
 ® Markman
  Page 35 of 73




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17. LEGAL AND REGULATORY MATTERS (continued)
 Genzyme Corp. v. Impax Laboratories, Inc. (Sevelamer Carbonate)
 ® Markman
 The Research Foundation of State University of New York et al. v. Impax Laboratories, Inc.
(Doxycycline Monohydrate)
 ®
 Elan Pharma International Ltd. and Fournier Laboratories Ireland Ltd. v. Impax Laboratories,
Inc. Abbott Laboratories and Laboratoires Fournier S.A. v. Impax Laboratories, Inc.
(Fenofibrate)
 ®
 Daiichi Sankyo, Inc. et al. v. Impax Laboratories, Inc. (Colesevelam)
 ®
 Abbott Laboratories, et al. v. Impax Laboratories, Inc. (Choline Fenofibrate)
 ®
 Shionogi Pharma, Inc. and LifeCycle Pharma A/S v. Impax Laboratories, Inc. (Fenofibrate)
 ®
  Page 36 of 73




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17. LEGAL AND REGULATORY MATTERS (continued)
 Other Litigation Related to Our Business
 Axcan Scandipharm Inc. v. Ethex Corp, et al. (Lipram UL)
 ® ®
 Budeprion XL Litigation
 Kelly v. Teva Pharmaceuticals Indus. Ltd, et al. Morgan v. Teva Pharmaceuticals Indus. Ltd, et a Weber v. Teva Pharmaceuticals Indus., Ltd., et al. Rosenfeld v. Teva Pharmaceuticals
USA, Inc.. et al. Henchenski and Vogel v. Teva
Pharmaceuticals Industries Ltd., et al. Anderson v.
Teva Pharmaceuticals Indus., Ltd., et al. Brown et al. v.
Teva Pharmaceuticals Inds., Ltd., et al. Latvala et al. v.
Teva Pharmaceuticals Inds., Ltd., et al. Jordan v. Teva
Pharmaceuticals Indus. Ltd et al. Leighty v. Teva Pharmaceuticals Indus. Ltd et al. ®
  Page 37 of 73




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18. SUPPLEMENTARY FINANCIAL INFORMATION (unaudited)
  Quarter Ended:(in $000s except per share amounts)
    
    March 31, 2010Revenue:Gross Global
Product Sales
    
    $
    425,986Less:Chargebacks
    
    
    56,168Rebates
    
    
    29,425Product Returns
    
    
    7,400Other credits
    
    
    23,888Global
Product Sales, net
    
    
    309,105Private Label product sales
    
    
    672Rx Partner
    
    
    4,903OTC Partner
    
    
    1,765Research Partner
    
    
    3,385Promotional Partner
    
    
    3,503Other
    
    
    Total revenues
    
    
    323,333Gross profit
    
    
    243,757Net income
    
    $
    131,485Net income per share (basic)
    
    $
    2.16Net income per share (diluted)
    
    $
    2.06Weighted Average:common shares outstanding:Basic
    
    
    61,008,015Diluted
    
    
    63,865,678
   Page 38 of 73




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18. SUPPLEMENTARY FINANCIAL INFORMATION
  Quarter Ended:(in $000s except per share amounts)
    
    March 31, 2009Revenues:Gross Global
Product Sales
    
    $
    78,696Less:Chargebacks
    
    
    22,638Rebates
    
    
    10,819Product Returns
    
    
    3,256Other credits
    
    
    2,862Global
Product Sales, net
    
    
    39,121Private Label product sales
    
    
    1,297Rx Partner
    
    
    10,736OTC Partner
    
    
    1,858Research Partner
    
    
    2,611Promotional Partner
    
    
    3,284Other
    
    
    6Total revenues
    
    
    58,913Gross profit
    
    
    32,663Net income
    
    $
    2,219Net income per share (basic)
    
    $
    0.04Net income per share (diluted)
    
    $
    0.04Weighted average
common shares outstanding:Basic
    
    
    59,711,133Diluted
    
    
    60,222,215
   Page 39 of 73




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
    Page 40 of 73




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Overview
     Page 41 of 73




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Global
Product Sales, net.
 Private Label Sales. TM
  Page 42 of 73




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Rx Partner and OTC Partner.
   Page 43 of 73




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Research Partner
 Promotional Partner
 Impact of Economic Conditions
    Page 44 of 73




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Critical Accounting Estimates
     Page 45 of 73




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Chargebacks.
  (in $000s)
    
    March 31,
    
    
    December 31Chargeback reserve
    
    2010
    
    
    2009Beginning balance
    
    $
    21,448
    
    
    $
    4,056Provision recorded during the period
    
    
    56,168
    
    
    
    126,105Credits issued during the period
    
    
    (49,979
    )
    
    
    (108,713
    )Ending balance
    
    $
    27,637
    
    
    $
    21,448Provision as
a percent of Gross Global Product Sales
    
    
    13
    %
    
    
    24
    %
   Page 46 of 73




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Rebates.
  (in $000s)
    
    March 31,
    
    
    December 31Rebate reserve
    
    2010
    
    
    2009Beginning balance
    
    $
    37,781
    
    
    $
    4,800Provision recorded during the period
    
    
    34,824
    
    
    
    72,620Credits issued during the period
    
    
    (40,889
    )
    
    
    (39,639
    )Ending balance
    
    $
    31,716
    
    
    $
    37,781Provision as
a percent of Gross Global Product Sales
    
    
    8
    %
    
    
    14
    %
   Page 47 of 73




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Returns.
  (in $000s)
    
    March 31,
    
    
    December 31Product Returns Reserve
    
    2010
    
    
    2009Beginning balance
    
    $
    22,114
    
    
    $
    13,675Provision related to
sales recorded in the period
    
    
    7,400
    
    
    
    11,847Credits issued during the period
    
    
    (915
    )
    
    
    (3,408
    )Ending balance
    
    $
    28,599
    
    
    $
    22,114Provision as
a percent of Gross Global Product Sales
    
    
    2
    %
    
    
    2
    %
   Page 48 of 73




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Medicaid Rebate.
 Shelf-Stock Adjustments.
 Allowance for Uncollectible Amounts
  Page 49 of 73




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Estimated Lives of Alliance Agreements.
    Page 50 of 73




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Third-Party Research and Development Agreements.
 Share-Based Compensation.
 Income Taxes.
 Fair Value of Financial Instruments.
 Contingencies.
  Page 51 of 73




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Goodwill
  Page 52 of 73




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Results of Operations
 Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009
 Overview:
  Three Months Ended
    
    
    Increase/March 31
    
    
    March 31
    
    
    (Decrease)(in $000s)
    
    2010
    
    
    2009
    
    
    $
    
    
    %(unaudited)
    
    
    (unaudited)Total revenues
    
    $
    323,333
    
    
    $
    58,913
    
    
    $
    264,420
    
    
    
    449
    %Gross profit
    
    
    243,757
    
    
    
    32,663
    
    
    
    211,094
    
    
    
    646
    %Income from operations
    
    
    210,979
    
    
    
    4,135
    
    
    
    206,844
    
    
    nmIncome before income taxes
    
    
    210,997
    
    
    
    4,045
    
    
    
    206,952
    
    
    nmProvision for income taxes
    
    
    79,484
    
    
    
    1,836
    
    
    
    77,648
    
    
    nm131,513
    
    
    
    2,209
    
    
    
    129,304
    
    
    nmNon-controlling interest
    
    
    (28
    )
    
    
    10
    
    
    
    (38
    )
    
    
    (380
    )%Net income
    
    $
    131,485
    
    
    $
    2,219
    
    
    $
    129,266
    
    
    nm
 nm  not meaningful
 Net Income
   Page 53 of 73




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Page 54 of 73




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Global Division
  Three Months Ended
    
    
    Increase/March 31
    
    
    March 31
    
    
    (Decrease)(in $000s)
    
    2010
    
    
    2009
    
    
    $
    
    
    %(unaudited)
    
    
    (unaudited)Revenues:Global
Product Sales, net
    
    $
    309,105
    
    
    $
    39,121
    
    
    $
    269,984
    
    
    
    690
    %Private Label product sales
    
    
    672
    
    
    
    1,297
    
    
    
    (625
    )
    
    
    (48
    )%Rx Partner
    
    
    4,903
    
    
    
    10,736
    
    
    
    (5,833
    )
    
    
    (54
    )%OTC Partner
    
    
    1,765
    
    
    
    1,858
    
    
    
    (93
    )
    
    
    (5
    )%Research Partner
    
    
    3,385
    
    
    
    2,611
    
    
    
    774
    
    
    
    30
    %Other
    
    
    
    
    
    
    6
    
    
    
    (6
    )
    
    
    100
    %Total revenues
    
    
    319,830
    
    
    
    55,629
    
    
    
    264,201
    
    
    
    475
    %Cost of revenues
    
    
    76,432
    
    
    
    23,233
    
    
    
    53,199
    
    
    
    229
    %Gross profit
    
    
    243,398
    
    
    
    32,396
    
    
    
    211,002
    
    
    
    651
    %Operating expenses:Research and development
    
    
    9,435
    
    
    
    10,275
    
    
    
    (840
    )
    
    
    (8
    )%Patent litigation
    
    
    1,984
    
    
    
    1,017
    
    
    
    967
    
    
    
    95
    %Selling, general and administrative
    
    
    3,334
    
    
    
    2,594
    
    
    
    740
    
    
    
    29
    %Total operating expenses
    
    
    14,753
    
    
    
    13,886
    
    
    
    867
    
    
    
    6
    %Income from operations
    
    $
    228,645
    
    
    $
    18,510
    
    
    $
    210,135
    
    
    nm
  nm  not meaningful
 Revenues
  ®
  ® ®
    Page 55 of 73




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Cost of Revenues
  Gross Profit
  Research and Development Expenses
  Patent Litigation Expenses
  Selling, General and Administrative Expenses
   Page 56 of 73




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Impax Division
  Three Months Ended,
    
    
    Increase/March 31
    
    
    March 31
    
    
    (Decrease)(in $000s)
    
    2010
    
    
    2009
    
    
    $
    
    
    %(unaudited)
    
    
    (unaudited)Promotional Partner revenue
    
    $
    3,503
    
    
    $
    3,284
    
    
    
    219
    
    
    
    7
    %Cost of revenues
    
    
    3,144
    
    
    
    3,017
    
    
    
    127
    
    
    
    4
    %Gross profit
    
    
    359
    
    
    
    267
    
    
    
    92
    
    
    
    34
    %Operating expenses:Research and development
    
    
    8,874
    
    
    
    5,514
    
    
    
    3,360
    
    
    
    61
    %Selling, general and administrative
    
    
    809
    
    
    
    1,040
    
    
    
    (231
    )
    
    
    (22
    )%Total operating expenses
    
    
    9,683
    
    
    
    6,554
    
    
    
    3,129
    
    
    
    48
    %Loss from operations
    
    $
    (9,324
    )
    
    $
    (6,287
    )
    
    
    (3,037
    )
    
    
    (48
    )%
 Revenues
  Cost of Revenues
  Gross Profit
  Research and Development Expenses
  Selling, General and Administrative Expenses
   Page 57 of 73




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Corporate and other
  Three Months Ended
    
    
    Increase/March 31
    
    
    March 31
    
    
    (Decrease)(in $000s)
    
    2010
    
    
    2009
    
    
    $
    
    
    %(unaudited)
    
    
    (unaudited)Litigation settlement
    
    $
    
    
    
    $
    237
    
    
    
    (237
    )
    
    
    (100
    )%General and administrative expenses
    
    
    8,342
    
    
    
    7,851
    
    
    
    491
    
    
    
    6
    %Total operating expenses
    
    
    8,342
    
    
    
    8,088
    
    
    
    254
    
    
    
    3
    %Loss from operations
    
    
    (8,342
    )
    
    
    (8,088
    )
    
    
    (254
    )
    
    
    (3
    )%Other income (expense), net
    
    
    (18
    )
    
    
    55
    
    
    
    (73
    )
    
    
    (133)
    %Interest income
    
    
    82
    
    
    
    149
    
    
    
    (67
    )
    
    
    (45
    )%Interest expense
    
    
    (46
    )
    
    
    (294
    )
    
    
    248
    
    
    
    84
    %Provision for income taxes
    
    $
    79,484
    
    
    $
    1,836
    
    
    
    77,648
    
    
    nm
 nm  not meaningful
 Litigation settlement
  General and Administrative Expenses
  Other income (expense), net
  Interest Income
  Interest Expense
   Page 58 of 73




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Income Taxes
   Page 59 of 73




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Liquidity and Capital Resources
    Cash and Cash Equivalents
  Cash Flows
 Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009.
    Page 60 of 73




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Page 61 of 73




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Outstanding Debt Obligations
 Senior Lenders; Wachovia Bank
     Page 62 of 73




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Recent Accounting Pronouncements
     Page 63 of 73




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 Patent Infringement Litigation
 AstraZeneca AD et al. v. Impax Laboratories, Inc. (Omeprazole)
 ® ®
 Endo Pharmaceuticals Inc., et al. v. Impax Laboratoires, Inc. (Oxymorphone)
 ® Markman decision
 Pfizer Inc., et aI. v. Impax Laboratories, Inc. (Tolterodine)
 ® Pfizer Inc. et al. v. Teva
Pharmaceuticals USA, Inc. Pfizer
  Page 65 of 73




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Elan Pharma International Ltd. and Fournier Laboratories Ireland Ltd. v. Impax Laboratories,
Inc. Abbott Laboratories and Laboratories Fournier S.A. v. Impax Laboratories, Inc.
(Fenofibrate)
 ®
 Daiichi Sankyo, Inc. et al. v. Impax Laboratories, Inc. (Colesevelam)
 ®
 Abbott Laboratories, et al. v. Impax Laboratories, Inc. (Choline Fenofibrate)
 ®
 Shionogi Pharma, Inc. and LifeCycle Pharma A/S v. Impax Laboratories, Inc. (Fenofibrate)
 ®
  Page 66 of 73




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Other Litigation Related to Our Business
 Axcan Scandipharm Inc. v. Ethex Corp, et al. (Lipram UL)
 ® ®
 Budeprion XL Litigation
 Kelly v. Teva Pharmaceuticals Indus. Ltd, et al. Morgan v. Teva Pharmaceuticals Indus. Ltd, et al. th Weber v. Teva Pharmaceuticals Indus., Ltd., et al Rosenfeld v. Teva Pharmaceuticals
USA, Inc.. et al. Henchenski and Vogel v. Teva
Pharmaceuticals Industries Ltd., et al., Anderson v.
Teva Pharmaceuticals Indus., Ltd., et al. Brown et al. v.
Teva Pharmaceuticals Inds., Ltd., et al. Latvala et al. v.
Teva Pharmaceuticals Inds., Ltd., et al. Jordan v. Teva
Pharmaceuticals Indus. Ltd et al Leighty v. Teva Pharmaceuticals Indus. Ltd et al ® In re:
Budeprion XL Marketing Sales Practices, and Products Liability Litigation
  Page 67 of 73




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ITEM 1A. RISK FACTORS
  Legislative or regulatory reform of the healthcare system in the United States may harm our future
business.
  
    
    revisions to the Medicaid rebate program by: (a) increasing the rebate percentage for
branded drugs dispensed after December 31, 2009 to 23.1% of the
average manufacturer price, referred to as AMP, with limited exceptions, (b) increasing the rebate for outpatient generic, multiple
source drugs dispensed after December 31, 2009 to 13% of AMP; (c) changing the definition of
AMP; and (d) effective January 1, 2011, the Medicaid rebate program will be extended to
Medicaid managed care plans, with limited exception;
 
    
    the imposition of annual fees upon manufacturers or importers of branded prescription
drugs, which fees will be in amounts determined by the Secretary of Treasury based upon market
share and other data;
 
    
    providing a 50% discount on brand-name prescriptions filled in the Medicare Part D coverage
gap beginning in 2011;
 
    
    imposing increased penalties for the violation of fraud and abuse laws and funding for
anti-fraud activities; and
 
    
    creating a new pathway for approval of biosimilar biological products and granting an
exclusivity period of 12 years for branded drug manufacturers of biological products before
biosimilar products can be approved for marketing in the U.S.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  TotalNumber ofShares (orUnits)Purchased
    
    
    Maximum Number (oras Part of
    
    
    Approximate DollarAverage
    
    
    Publicly
    
    
    Value) of Shares (orTotal Number of
    
    Price Paid
    
    
    Announced
    
    
    Units) that May YetShares (or Units)
    
    Per Share
    
    
    Plans or
    
    
    Be Purchased UnderPeriod
    
    Purchased(1)
    
    (or Unit)
    
    
    Programs
    
    
    the Plans or ProgramsJanuary 1, 2010 to
January 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    February 1, 2010 to
February 28, 2010
    
    36,463 shares of  common stock
    
    $
    13.79
    
    
    
    
    
    
    
    March 1, 2010 to
March 31, 2010
    
    7,829 shares of common stock
    
    $
    16.48
    
    
    
    
    
    
    
    
 (1)
    
    Represents shares of our common stock that we accepted during the indicated periods as a tax
withholding from certain of our employees in connection with the vesting of shares of
restricted stock pursuant to the terms of our 2002 Plan.  Page 69 of 73




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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. (REMOVED AND RESERVED)
 
 ITEM 5. OTHER INFORMATION
   Page 70 of 73




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ITEM 6. EXHIBITS
 Exhibit No.
    
    Description of Document10.1.1
    
    
    Impax Laboratories, Inc. Executive Non-Qualified Deferred
Compensation Plan, amended and restated as of December 31,
2007 and effective as of January 1, 2008.*10.1.2
    
    
    Amendment to Impax Laboratories, Inc. Executive Non-Qualified
Deferred Compensation Plan, effective as of January 1, 2009.*10.2
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Larry Hsu, Ph.D.* (1)10.3
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Arthur A. Koch, Jr.* (1)10.4
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Christopher Mengler, R.Ph.* (1)10.5
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Michael J. Nestor.* (1)10.6
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Charles V. Hildenbrand.* (1)10.7
    
    
    Fourth Amendment to Amended and Restated Loan and Security
Agreement, dated as of March 19, 2010, by and among the
Company and Wachovia Bank, National Association.11.1
    
    
    Statement re computation of per share earnings (incorporated
by reference to Note 14 to the Notes to the unaudited interim
Consolidated Financial Statements in this Quarterly Report on
Form 10-Q).31.1
    
    
    Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 *
    
    Management contract, compensatory plan or arrangement.(1)
    
    Incorporated by reference to the Companys Current Report on Form 8-K filed on January 14,
2010.  Page 71 of 73




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SIGNATURES
  Date: May 6, 2010
    Impax Laboratories, Inc.By:
    /s/ Larry Hsu, Ph.D.Name:
    Larry Hsu, Ph.D.Title:
    President and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ Arthur A. Koch, Jr.Name:
    Arthur A. Koch Jr.Title:
    Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial and Accounting
Officer)  Page 72 of 73




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EXHIBIT INDEX
 Exhibit No.
    
    Description of Document10.1.1
    
    
    Impax Laboratories, Inc. Executive Non-Qualified Deferred
Compensation Plan, amended and restated as of December 31,
2007 and effective as of January 1, 2008.*10.1.2
    
    
    Amendment to Impax Laboratories, Inc. Executive Non-Qualified
Deferred Compensation Plan, effective as of January 1, 2009.*10.2
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Larry Hsu, Ph.D.* (1)10.3
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Arthur A. Koch, Jr.* (1)10.4
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Christopher Mengler, R.Ph.* (1)10.5
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Michael J. Nestor.* (1)10.6
    
    
    Employment Agreement dated as of January 1, 2010 between the
Company and Charles V. Hildenbrand.* (1)10.7
    
    
    Fourth Amendment to Amended and Restated Loan and Security
Agreement, dated as of March 19, 2010, by and among the
Company and Wachovia Bank, National Association.11.1
    
    
    Statement re computation of per share earnings (incorporated
by reference to Note 14 to the Notes to the unaudited interim
Consolidated Financial Statements in this Quarterly Report on
Form 10-Q).31.1
    
    
    Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 *
    
    Management contract, compensatory plan or arrangement.(1)
    
    Incorporated by reference to the Companys Current Report on Form 8-K filed on January 14,
2010.  Page 73 of 73