Exhibit 10.7

AMENDMENT
AND
WAIVER
TO
CREDIT AGREEMENT

AMENDMENT AND WAIVER,dated as of March 18, 2003 (the "Waiver"), to the Credit Agreement dated as of
February 8, 2002, by and amongEON LABS, INC.(formerly known as Eon Labs Manufacturing, Inc.), a Delaware corporation ("ELM") and EON PHARMA, LLC,a Delaware limited liability company (each a "Company" and, collectively, the "Companies") andJPMORGAN CHASE
BANK, a New York banking corporation (the "Lender").

BACKGROUND

The Companies have requested and the Lender has agreed, subject to the terms and conditions of this Waiver, to waive and amend certain provisions of the Credit
Agreement as hereinafter set forth.

Accordingly,
in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I.Waivers.

Section 1.1.    The
Lender waives compliance with the provisions of Section 6.14 of the Credit Agreement solely as a result of the failure of the Companies to
give the Lender prompt written notice that Eon Distribution Inc. ("ED") had become a subsidiary of ELM, provided that ED shall become a Guarantor simultaneously with the effectiveness of this
Waiver.

Section 1.2.    The
Lender waives compliance with the provisions of Sections 7.04, 7.06(a) and 7.15 of the Credit Agreement solely to the extent necessary to permit ELM
to transfer to ED certain of ELM's assets in an amount not to exceed $700,000, provided that ED shall become a Guarantor simultaneously with the effectiveness of this Waiver.

ARTICLE II.Amendments.

Section 2.1    Section 7.06
(e) of the Credit Agreement is hereby amended to delete the amount "$5,000,000" therein and to insert the following text:



ARTICLE III.Conditions of Effectiveness.

Section 3.1.    This
Waiver shall become effective upon receipt by the Lender of each of the following, in form and substance satisfactory to the Lender and its counsel:



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ARTICLE IV.Representations and Warranties; Effect on Credit Agreement.

Section 4.1.    Each
Company hereby represents and warrants as follows:



Section 4.2.Effect on Credit Agreement.



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ARTICLE V.Miscellaneous.

Section 5.1.    This
Waiver shall be governed by and construed in accordance with the laws of the State of New York.

Section 5.2.    Section
headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other
purpose.

Section 5.3.    This
Waiver may be executed in one or more counterparts, each of which shall constitute an original, and all of which, taken together, shall be deemed to
constitute one and the same agreement.

IN WITNESS WHEREOF, the Companies and the Lender have caused this Waiver to be duly executed by their duly authorized officers, all as of
the day and year first above written.

| |  | EON LABS, INC.     
| |  | -------------------
| |  | By:                
| |  | EON PHARMA, LLC    
| |  | By:                
| |  | JPMORGAN CHASE BANK
| |  | By:                

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The undersigned not a party to the Credit Agreement but as Guarantor under the Guaranty, hereby accepts and agrees to the terms of this Waiver and further
acknowledges that its Guaranty is in full force and effect.

| |  | FORTE PHARMA, INC.    
| |  | ----------------------
| |  | By:                   
| |  | EON DISTRIBUTION, INC.
| |  | By:                   

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