Exhibit 10.5**CONSULTING AGREEMENT**This Consulting Agreement (the “Agreement”) is entered into as of May 1, 2008 by and betweenPerrigo Company, 515 Eastern Avenue, Allegan, MI (together with its affiliates, “Perrigo”), andMoshe Arkin, 22 Derech Haganim, Kefar-Shmaryaho, Israel and M. Arkin Ltd. collectively referred toas (“Arkin”).WHEREAS Perrigo desires to retain Arkin to provide advice and consultation concerning Perrigo’sgeneric prescription and API product selection and R&D efforts (the “Project”), and Arkin iswilling to be retained by Perrigo relative to the Project and to perform all consulting services ona “best efforts” basis.WHEREAS Perrigo and Arkin desire to make this Agreement relative to the Project effective as ofMarch 18, 2008 (the “Effective Date”).NOW, THEREFORE, Perrigo and Arkin agree as follows:**1** **SCOPE OF ARRANGEMENT** 1.1 Perrigo engages Arkin, and Arkin accepts such engagement, to provide advice andconsultation to Perrigo regarding the Project.  1.2 During the Term (as defined below) of this Agreement, Arkin agrees to performthe following services relative to the Project: **•** Chair Perrigo’s Product Selection Committee for the genericprescription drug business and provide advice, consultation anddirection relative to product selection for the Rx and API businesses;  **•** provide advice and consultation concerning Perrigo’s R&D effortsrelative to the Generic Rx, API and Israeli – Pharma businesses;  **•** provide advice and consultation relative to Perrigo’s strategicinitiatives; and  **•** perform any other task or assignment as may be required or neededrelative to the Project.**2** **COMPENSATION AND ACCOUNTING** 2.1 During the Term, Perrigo agrees to pay Arkin, as full and completeconsideration for his advisory and consultation services relative to the Project, anannual fee of $370,000 USD, payable in substantially equal monthlyinstallments. Inaddition, Perrigo will reimburse Arkin for his reasonable and necessary expensesrelated to the Project.
1

 
 2.2 Except for VAT the fee set forth in Section 2.1 includes all applicable taxes,such as income tax, which shall be paid by Arkin. If Perrigo should be held liable topay such tax, then Perrigo may deduct and withhold the corresponding amount from thefee otherwise payable to Arkin.**3** **COVENANTS** 3.1 Confidential Information. (i) By reason of this Agreement and his service to Perrigo, Arkinwill have access to proprietary or confidential information, technical data,trade secrets or know-how relating to Perrigo, in either oral, written, graphicor electronic form, which may include, but is not limited to, market and productresearch, business and technical information, scientific and experimental data,patents and patent applications, licenses, manufacturing plans and equipment,manufacturing processes, marketing plans and forecasts and other data relatingto the Project (collectively referred to as “Confidential Information”).Confidential Information shall also include all notes, reports, analyses,forecasts, compilations, studies, interpretations or other documents prepared byArkin that contain or reflect, in whole or in part, the information furnished toArkin pursuant to this Agreement. Arkin acknowledges that such ConfidentialInformation is a valuable and unique asset of Perrigo.  (ii) For a period of five (5) years after either (a) the expiration ortermination of this Agreement pursuant to Section 6 below or (b) the terminationof Arkin’s service as a director on Perrigo’s Board of Directors, whichever islater, Arkin covenants and agrees to keep the Confidential Informationconfidential and, absent Perrigo’s prior written consent, not disclose any ofthe Confidential Information in any manner whatsoever to any third party, unlesssuch information is in the public domain through no fault of Arkin or except asmay be required by law or in a judicial or administrative proceeding, in whichcase Arkin will promptly inform Perrigo in writing of such required disclosure,but in any event at least two business days prior to the disclosure.Notwithstanding anything to the contrary in this Section 3.1, to the extent suchConfidential Information constitutes a trade secret of Perrigo, Arkin covenantsand agrees that the confidentiality obligation will continue until the tradesecret information enters into the public domain.  (iii) Arkin may use the Confidential Information solely for thepurpose of the Project and this Agreement.  (iv) At Perrigo’s request, or in the event this Agreement isterminated for any reason by either party or expires as provided herein, Arkinagrees to return to Perrigo and thereafter refrain from using all ConfidentialInformation and allcopies thereof. Arkin shall also destroy all information and materials he
2

 
   created or that were prepared on his behalf that contain or referenceConfidential Information. Notwithstanding Arkin’s return and destruction ofthe Confidential Information, Arkin will continue to be bound by hisobligation of confidentiality as otherwise provided herein. 3.2 *Inventions and Patents*. Arkin agrees that all inventions, innovations,improvements, developments, methods, designs, analyses, drawings, reports and allsimilar or related information that relate to Perrigo’s actual or anticipated business,research and development or existing or future products or services and that areconceived, developed or made by Arkin in the course of Arkin’s consulting for Perrigo(“Work Product”) belong to Perrigo. Arkin will promptly disclose such Work Product tothe Company and perform all actions reasonably requested by Perrigo (whether during orafter the Term) to establish and confirm such ownership (including, withoutlimitations, assignments, consents, powers of attorney, and other instruments). To thefullest extent permitted by applicable law, all intellectual property (includingpatents, trademarks, and copyrights) which is made, developed or acquired by Arkin inthe course of Arkin’s consulting for Perrigo will be and remain the absolute propertyof Perrigo, and Arkin shall assist Perrigo in perfecting and defending its rights tosuch intellectual property. In addition, to the extent Arkin prepares any works forPerrigo as a result of this Agreement, such works shall be expressly considered asWorks Made for Hire. Arkin assigns all right, title and interest, including allcopyrights (including reversionary rights) in such works to Perrigo. Perrigo shall notbe obligated to provide Arkin any additional consideration for his actions inaccordance with this paragraph beyond that provided for in Paragraph 2.1 of thisAgreement.  3.3 *Non-Compete*. (i) In exchange for the consideration provided in this Agreement,Arkin agrees that, during the Term and for a period of one year after theexpiration or termination of this Agreement, Arkin will not, except with theprior written consent of Perrigo’s Board of Directors, directly or indirectly,engage in Competition. For purposes of this Agreement, “Competition” means thatArkin is employed by, or subject to Section 3.3(ii) below, provides consulting or othersubstantial services to, any company that in any way sells, manufactures,distributes or develops store brand and value brand over-the-counter(OTC) drug or nutritionalproducts, topical generic prescription pharmaceutical products, activepharmaceutical ingredients or any other products that Perrigo or one of itsaffiliates is marketing or actively planning to market during the Term of thisAgreement or, with respect to the period after termination or expiration of thisAgreement, during the one year period ending on the one year anniversary of thedate of termination.  (ii) Notwithstanding anything to the contrary in Section 3.3(i) above,Arkin shall not be prohibited from (a) being a passive owner of not more than 5%of theoutstanding stock or equity of any entity that is engaged in competition and
3

 
   that is publicly traded, so long as Arkin has no active participation in thebusiness of such entity, or (b) providing consulting or other substantialservices to companies described in Section 3.3(i) above, *but only to theextent*that such services to not relate, directly or indirectly, to an OTCdrug or nutritional product, topical generic prescription pharmaceuticalproduct, or active pharmaceutical ingredient that Perrigo or one of itsaffiliates is marketing or actively planning to market during the Term ofthis Agreement, or to any other product that Perrigo or one of its affiliatesis marketing or actively planning to market during the Term of this Agreementor, with respect to the period after termination or expiration of thisAgreement, during the one year period ending on the one year anniversary ofthe date of termination.  (iii) Arkin acknowledges that, as long as he serves as a member ofPerrigo’s Board of Directors, he has a fiduciary duty to Perrigo. 3.4 *Non-Solicitation*. Arkin further covenants and agrees that, during the Term andfor the period of one year after the expiration or termination of this Agreement, hewill not, except with the prior written consent of Perrigo’s Board of Directors,directly or indirectly, solicit for employment any person who was an employee ofPerrigo or an affiliate at any time during the Term for or on behalf of any employerother than Perrigo or an affiliate for any position as an employee, independentcontractor, consultant or otherwise. Perrigo agrees that the term “solicit foremployment” shall not include general solicitations of employment not specificallydirected toward an employee, newspaper or other periodical advertisements, or generalsearches conducted by professional recruiting firms.  3.5 Arkin acknowledges that Perrigo’s willingness to retain his services andpay him as provided in this Agreement is expressly conditioned on Arkin’s undertakingand complying with the requirements and restrictive covenants in this paragraph 3.Arkin agrees that (i) the covenants set forth in this paragraph 3 are reasonable in allrespects, including, where applicable, geographical and temporal scope, and (ii)Perrigo and Arkin would not have entered into this Agreement but for Arkin’s andPerrigo’s covenants contained, and (iii) the covenants contained have been made inorder to induce Perrigo and Arkin to enter into this Agreement.**4** **TERM AND TERMINATION** 4.1 This Agreement shall become effective as of the Effective Date and shall remainin effect for a period of twelve (12) months (the “Term”). Thereafter, this Agreementshall automatically be extended for additional 12-month periods unless either party tothis Agreement provides written notice of non-renewal to the other party at least 90days before the last day of the Term. The term “Term” shall also include any renewalperiod under the foregoing provisions of this paragraph 4.1.
4

 
 4.2 Either party may terminate this Agreement for any reason prior to its naturalexpiration by that party giving ninety (90) days prior written notice of termination tothe other party.  4.3 If either Perrigo or Arkin materially breaches any of the terms of thisAgreement, the other party shall have the right to terminate this Agreement withimmediate effect upon written notice.  4.4 The provisions of Sections 3 and 4 shall survive any early termination for aperiod of three (3) years from the date of such termination.  4.5 This Agreement shall be governed by the laws of the State of Israel withoutregard to principals of conflict of laws.**5** **MISCELLANEOUS PROVISIONS** 5.1 Arkin’s relationship with Perrigo is as an independent contractor. Nothing inthis Agreement shall create an employment or agency relationship, nor shall Arkin actas an agent or employee of Perrigo unless such representation is specifically providedfor herein or in writing by Perrigo.  5.2 Notices and all other communications provided for in this Agreement shall be inwriting and shall be delivered personally or sent by registered or certified mail,return receipt requested, postage pre-paid or sent by facsimile or prepaid overnightcourier to the parties at the addresses set forth below (or such other addresses asshall be specified by the parties by like notice):    Perrigo:Perrigo Company