Exhibit 10.3

EON LABS MANUFACTURING, INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT
AGREEMENT, dated as of this 11th day of February, 2002 (the "Effective Date"), between Eon Labs Manufacturing, Inc. (the "Company"), and Jeffrey S. Bauer, Ph.D. (the
"Executive").

R
E C I T A L S:

WHEREAS,
the Company recognizes that the future growth, profitability and success of the Company's business will be substantially and materially enhanced by the employment of the
Executive by the Company; and

WHEREAS,
the Company desires to employ the Executive and the Executive has indicated his willingness to provide his services, on the terms and conditions set forth herein.

NOW,
THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

Section 1.Employment.The Company hereby agrees to employ the Executive and the Executive hereby accepts
employment with the Company, on the terms and subject to the conditions hereinafter set forth. During the Employment Term (as hereinafter defined), the Executive shall serve as Vice President,
Business Development of the Company, and in such other senior executive position or positions with the Company and its subsidiaries commensurate with the Executive's title as Vice President, Business
Development as the Board of Directors of the Company (the "Board") shall from time to time specify. During the Employment Term, the Executive shall have the duties, responsibilities and obligations
customarily assigned to individuals serving in the position or positions in which
Executive serves hereunder, together with other senior executive duties, responsibilities and obligations commensurate with the Executive's title as the Board shall from time to time specify.

Section 2.Term.Unless sooner terminated pursuant to Section 6 hereof, the Executive's employment
hereunder shall commence on the Effective Date and shall continue during the period ending on the third anniversary of the Effective Date (the "Initial Employment Term"). Subject to Section 6
hereof, the Initial Employment Term shall be extended automatically without further action by either party by one additional year (added to the end of the Initial Employment Term) first on third
anniversary of the Effective Date, and on each succeeding anniversary thereafter, unless, not later than ninety (90) days prior to the end of the Initial Employment Term (or extension thereof),
either the Company or the Executive shall have notified the other in writing of its intention not to renew this Agreement. The Initial Employment Term, together with any extension thereof pursuant to
this Section 2, shall be referred to as the "Employment Term."

Section 3.Compensation.During the Employment Term, the Executive shall be entitled to the following
compensation and benefits:



---



Section 4.Exclusivity.During the Employment Term, the Executive shall devote his full working time to
the business of the Company, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him in accordance with
the terms of this Agreement, shall use his best efforts to promote and serve the interests of the Company, and shall not engage in any other business activity, whether or not such activity shall be
engaged in for pecuniary profit, except that the Executive may (i) participate in the activities of professional trade organizations related to the business of the Company, (ii) engage
in personal investing activities and/or charitable activities consistent with the Company's policy regarding investments (which may change from time to time) or (iii) with the consent of the
Board, serve as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable
organizations, provided that activities set forth in these clauses (i), (ii), or (iii) either singly or in the aggregate, do not interfere in any material respect with the services to be
provided by the Executive hereunder.

Section 5.Reimbursement for Expenses.



Time Period Following the Moving Date
that Termination Occurs

Percentage Required
to be Paid BackPrior to or on 6 months

100
%After 6 months but prior to or on 10 months

75
%After 10 months but prior to or on 14 months

50
%After 14 months but prior to or on 18 months

25
%


2

---

Section 6.Termination and Default.



3

---



4

---



5

---



Section 7.Restrictive Covenants.The Executive acknowledges and agrees that the agreements and covenants
contained in this Section 7 are (i) reasonable and valid in geographical and temporal scope and in all other respects, and (ii) essential to protect the value of the Company's
business and assets and by his employment with the Company, the Executive will obtain knowledge, contacts, know-how, training and experience and there is a substantial probability that
such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company's substantial detriment. For
purposes of this Section 7, references to the Company shall be deemed to include its subsidiaries.



6

---





7

---



Section 8.Injunctive Relief.Without intending to limit the remedies available to the Company, the
Executive acknowledges that a breach of any of the covenants contained in Section 7 hereof may result in material irreparable injury to the Company or its subsidiaries or affiliates for which
there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled
to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of
Section 7 hereof, restraining the Executive from engaging in activities prohibited by Section 7 hereof or such other relief
as may be required specifically to enforce any of the covenants in Section 7 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period
of violation of any of the covenants in Section 7(b) or Section 7(c) hereof and during any other period required for litigation during which the Company seeks to enforce this covenant
against the Executive if it is ultimately determined that such person was in breach of such covenants.

Section 9.Representations and Warranties of the Executive.The Executive represents that:



Section 10.Taxes.The Company may withhold from any payments made under this Agreement all applicable
taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

8

---

Section 11.Indemnification.The Company shall indemnify the Executive (and his legal representatives or
other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of New York, as in effect at the time of
the subject act or omission, or the Certificate of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded
greater protection to the Executive, and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and
officers, against all costs, charges and expenses whatsoever incurred or sustained by him or his legal representatives in connection with any action, suit or proceeding to which he (or his legal
representatives or other successors) may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries. If any action, suit or
proceeding is brought or threatened against the Executive in respect of which indemnity may be sought against the Company pursuant to the foregoing, the Executive shall notify the Company promptly in
writing of the institution of such action, suit or proceeding and the Company shall assume the defense hereof and the employment of counsel and payment of all fees and expenses.

Section 12.Binding Arbitration.Without limiting the remedies available to the Company pursuant to
Section 8, any controversy arising out of or relating to this Agreement or the breach hereof shall be settled by binding arbitration in accordance with the Employment Dispute Resolution Rules
of the American Arbitration Association (with the exception that there will be a panel of three arbitrators rather than a single arbitrator) and judgment upon the award rendered may be entered in any
court having jurisdiction thereof. The costs of any such arbitration proceedings shall be borne equally by the Company and Executive, and neither party shall be entitled to recover attorney's fee or
costs expended in the course of such arbitration or enforcement of the awarded rendered thereunder. The location for the arbitration shall be New York City, New York. Any award made by such arbitrator
shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

Section 13.Successors and Assigns; No Third-Party Beneficiaries.



Section 14.Waiver and Amendments.Any waiver, alteration, amendment or modification of any of the terms
of this Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the
Company's behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions
hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 15.Severability and Governing Law.If any covenants or such other provisions of this Agreement
are found to be invalid or unenforceable by a final determination of a court of competent

9

---

jurisdiction (a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or
provision that is valid
and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

Section 16.Notices.



Section 17.Section Headings.The headings of the sections and subsections of this Agreement are inserted
for convenience only and shall not be deemed to constitute a part thereof, affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 18.Entire Agreement.This Agreement constitutes the entire understanding and agreement of the
parties hereto regarding the employment of the Executive. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the
parties relating to the subject matter of this Agreement, including, without limitation, the offer letter, dated October 26, 2001.

Section 19.Counterparts.This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which together shall be considered one and the same agreement.

*    *    *    *    *

10

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | EON LABS MANUFACTURING, INC.              
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  | EXECUTIVE                                 
| |  | /s/JEFFREY S. BAUERJeffrey S. Bauer, Ph.D.

11

---