Exhibit 10.4**NONCOMPETITION AND NONDISCLOSURE AGREEMENT**     THIS NONCOMPETITION AND NONDISCLOSURE AGREEMENT (the “Agreement”) is entered into as of May 1,2008 by and between Perrigo Company, a Michigan corporation, for and in behalf of itself and eachof its subsidiary and affiliated companies, including Perrigo Israel Pharmaceuticals Ltd. (formerlyAgis Industries (1983) Ltd.) (collectively referred to as “Perrigo”) and Refael Lebel (the“Executive”).     WHEREAS Executive has entered into an employment agreement with Perrigo dated as of November14, 2004 and amended as of May 1, 2008 (the “Employment Agreement”) pursuant to which Executivebecame a key employee of Perrigo. In connection with such employment, Executive has obtained orwill obtain access to sensitive information regarding Perrigo’s Business (as defined below) andPerrigo’s customers. The parties agree that improper disclosure or use of that information willcause serious and irreparable harm to Perrigo.     WHEREAS Perrigo’s special competence in its various fields of endeavor is the secret of itsgrowth and provides the source of both career opportunities and security for employees throughoutPerrigo. Such growth depends to a significant degree on Perrigo’s confidential, proprietaryinformation. This is information that is not generally known to the public and includes more andbetter information than our competitors have about Perrigo’s Business. For purposes of thisAgreement “Perrigo’s Business” shall mean, without limitation, the research, development,production, marketing, manufacture, preparation, handling, treatment, storage, sale, distribution,shipment and use of pharmaceutical products (including prescription, generic, brand, store brand,value brand, over-the-counter (OTC) and nutritional products), active pharmaceutical ingredients, or anyother products that Perrigo or one of its affiliates is marketing or actively planning to marketduring the Agreement Term (as that term is defined in the Employment Agreement). To obtain suchinformation and use it successfully, Perrigo spends considerable sums of money in productdevelopment, the development of marketing methods, training its employees, and service to itscustomers.     NOW THEREFORE, in consideration of Perrigo’s agreement to employ Executive and provide thecompensation and benefits as set forth in the Employment Agreement and for other good and valuableconsideration, the receipt of which is acknowledged, the parties agree as follows:     1. Restriction on Competing Activities.     (a) Subject to Section 1(b) and (c) below, during the Agreement Term (as defined in theEmployment Agreement) and ending on the first anniversary of the Executive’s Date of Termination(as defined in the Employment Agreement) (the “Non-Competition Period”), Executive will not,directly or indirectly, alone or as a partner, officer, director, owner, employee, or consultant ofany business or other entity, be engaged in any
 

 
business or other enterprise that competes, directly or indirectly, in any way with thePerrigo Business. In addition to its plain meaning and understanding, “compete in any way with thePerrigo Business” shall also specifically include being employed by or providing consulting orother substantial services to any company that in any way sells, manufactures, distributes ordevelops store brand or value brand OTC drug or nutritional products, topical generic prescriptionpharmaceutical products, active pharmaceutical ingredients or any other product that Perrigo or oneof its affiliates is marketing or actively planning to market during the Noncompetition period, asused in this Agreement, “store brand and value brand products” means those products that aresupplied by a manufacturer or marketer through channels of distribution (including but not limitedto, wholesalers, distributors and retailers) that bear either (i) a label or brand name that isused exclusively by the wholesaler, distributor or retailer, or (ii) a label or brand name that isnot regularly advertised by national broadcast, print, direct mail or other media for the purposeof establishing brand name recognition of the manufacturer, marketer and/or distributor with thegeneral public. Executive also agrees that during the Non-Competition Period, he will not,directly or indirectly, either for himself or any other person, solicit or induce, or attempt tosolicit or induce, any individual who is an employee, independent contractor, supplier, or customerof Perrigo to terminate his, her, or its business relationship with the company or in any wayinterfere with or disrupt the company’s relationship with any of its employees, independentcontractors, suppliers, or customers.     (b) In the event Perrigo provides timely notice of non-renewal to Executive pursuant toSection 1(i) of the Employment Agreement, the restrictions on competing activities found in Section1(a) above will expire on the last day that Executive is employed by Perrigo.     (c) Inthe event Executive provides timely notice of non-renewal to Perrigopursuant to Section 1 (i)of the Employment Agreement, during the Non-Competition Period, Executive shall not be precludedfrom being employed by or serving as a consultant to any business or other enterprise that competesin any way with the Perrigo Business, but *only to the extent that*such employment or consultingservices do not relate, directly or indirectly, to an OTC drug or nutritional product, topicalgeneric prescription pharmaceutical product, active pharmaceutical ingredient or any other productthat Perrigo or one of its affiliates is marketing or actively planning to market during theAgreement Term and ending on the first anniversary of the Executive’s date of termination.     2. Nondisclosure. Executive will not during or at any time after the termination ofemployment with Perrigo use, divulge, or convey to others any secret or confidential information,knowledge or data of Perrigo or that of third parties obtained by Executive during the period ofemployment with Perrigo. Such secret or confidential information, knowledge or data includes, butis not limited to, secret or confidential matters:     (a) of a technical nature such as, but not limited to, methods, know-how, formulas,compositions, processes, discoveries, machines, inventions, computer programsand similar items or research projects,
 

 
     (b) of a business nature such as, but not limited to, information about costs, purchasing,profits, marketing, sales or lists of customers, and     (c) pertaining to future developments such as, but not limited to, research and development orfuture marketing or merchandising.     3. Inventions and Patents. Executive acknowledges that all inventions, innovations,improvements, developments, methods, designs, analyses, drawings, reports and all similar orrelated information (whether or not patentable) which relate to Perrigo’s actual or anticipatedbusiness, research and development or existing or future products or services and which areconceived, developed or made by Executive while providing services to the Perrigo (“WorkProduct”) belong to Perrigo. Executive shall promptly disclose such Work Product to Perrigo’sGeneral Counsel and perform all actions requested by Perrigo (whether during or after Executive’speriod of employment) to establish and confirm such ownership (including, without limitation,executing assignments, consents, powers of attorney and other instruments).     4. Return of Company Property. Upon termination of employment with Perrigo, or at anyother time at Perrigo’s request, Executive agrees:     (a) To deliver promptly to Perrigo all manuals, letters, notes, papers, books, reports,sketches, computer data or disks, files and programs, price lists, customer files, memoranda,contracts and agreements, business and marketing plans, product formulations, manufacturingprocesses, procedures and methods (including equipment specifications and drawings), vendor lists,vendor files, customer lists, stored or recorded documents, and all other materials and copiesthereof relating in any way to the Perrigo Business and in any way obtained by Executive during theperiod of employment with Perrigo which are in Executive’s possession or under his control.Executive further agrees that he will not make or retain any copies of any of the foregoing andwill so represent to Perrigo upon termination of employment.     (b) To confirm to Perrigo that all of Perrigo’s computer records, files and programs havefirst been turned over to Perrigo and then deleted or erased from all computer equipment owned,leased or used by Executive.     (c) To return to Perrigo all personal property provided for Executive’s use during hisemployment with Perrigo including, but not limited to, automobiles, computers and relatedequipment, telephones, credit cards, security cards and identifications, keys and tools.     5. Remedies. Executive acknowledges and agrees that monetary damages for his breach ofany provision of this Agreement would be an inadequate remedy and that would not have an adequateremedy at law for such breach. Accordingly, Executive
 

 
agrees that, in addition to all other rights and remedies available to the company to enforce itsrights pursuant to this Agreement, Perrigo shall, without the necessity of proving irreparable harmor of posting a bond, be entitled to such equitable relief from any court with proper jurisdiction,including, but not limited to, an injunction, a temporary restraining order, or an order forspecific performance, as may be necessary to enforce or prevent a violation (whether anticipatory,continuing, or future) of any provision of this Agreement. If Executive breaches any provision ofthis Agreement, he shall pay all expenses, including court costs and actual attorney fees, incurredby Perrigo in enforcing such provision.     6. Enforceability. The unenforceability of any provision or portion of any provisionof this Agreement shall not affect the enforceability of the remaining provisions or the remainderof any provision of this Agreement. If at any time a court determines that any restrictive covenantcontained in this Agreement is unreasonable, the parties agree that the maximum restrictionpermitted by law shall be substituted for the stated restriction and that such substitution shallgovern this Agreement as if originally part of this Agreement.     7. Binding Effect. This Agreement and the rights and obligations of Perrigo hereundershall inure to the benefit of and be binding upon Perrigo and its successors and assigns.     8. Entire Agreement Modifications. This Agreement contains the entire agreementbetween the parties with respect to its subject matter and supersedes all other agreements, whetheroral or written, between the parties regarding such subject matter. This Agreement may be modifiedor terminated only through a written instrument signed by each of the parties.     9. Waiver. The waiver by either party of the enforcement or the breach of anyprovision of this Agreement shall not operate or be construed as a subsequent or continuing waiverof the enforcement or the breach of any provision. The failure by either party to insist uponstrict compliance of any provision of this Agreement shall not be deemed a waiver of suchprovision. No waiver shall be valid unless in writing and signed by the party giving the waiver.     10. Governing Law. This Agreement shall be governed by laws of Israel, provided,however, that with respect to acts that occur in the United States (“US Based Conduct”) that wouldconstitute a breach of this Agreement and any disputes relating to such acts shall be governed byand construed and enforced in accordance with the internal laws of the State of Michigan withoutregard to principals of conflict of laws with respect to any acts occurring in the United States.Any proceeding related to or arising out of this Agreement relating to US Based Conduct shall becommenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in GrandRapids, Michigan or in the United Stated District Court for the Western District of Michigan, andin any appellate court thereof. Executive accepts, with respect to US Based Conduct, generally andunconditionally, the exclusive jurisdiction of the aforesaid
 

 
courts and waives any defense of forumnonconveniens, and irrevocablyagrees to be bound by any final and nonappealable judgment rendered thereby in connection with thisAgreement. Executive further irrevocably consents, with respect to US Based Conduct, to theservice of process out of any of the aforementioned courts in any such action or proceeding by themailing of copies thereof via overnight courier, such service to become effective fourteen calendardays after such mailing.     IN WITNESS WHEREOF, this Agreement been duly executed by the parties as of the day and year firstwritten above.PERRIGO COMPANY     By: /s/ Joseph C. Papa   Its: President and Chief Executive Officer  EXECUTIVE     By: /s/ Refael Lebel   Executive  PERRIGO ISRAEL PHARMACEUTICALS LTD.     By: /s/ Judy L. Brown       Its: Executive Vice President and