<PAGE>

                                                                  Exhibit 10.1

PORTIONS OF THIS EXHIBIT INDICATED BY "******" HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, AND THE OMITTED MATERIAL HAS BEEN SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION


                AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENT

         THIS AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENT (this
"Amendment"), dated as of August 22, 2006, is entered into by and between
 ---------
SOLUTIA EUROPE S.A./N.V., a Belgian corporation (societe anonyme/naamloze
vennootschap) (the "Seller") and DISHMAN PHARMACEUTICALS & CHEMICALS LIMITED,
                    ------
a company organized under the laws of the Republic of India (the "Buyer").
                                                                  -----

         WHEREAS, the Seller and the Buyer have entered into that certain
Share and Asset Purchase Agreement dated as of May 23, 2006 (the "Purchase
                                                                  --------
Agreement") pursuant to which the Buyer has agreed to purchase the outstanding
---------
shares of capital stock of Amcis AG ("Amcis") and CarboGen AG ("CarboGen") and
                                      -----                     --------
certain other assets of the Seller and its Affiliates;

         WHEREAS, as contemplated in Section 5.4(e) of the Purchase Agreement
CarboGen merged into Amcis with the surviving entity being CARBOGEN AMCIS AG;
and

         WHEREAS, the parties hereto desire to amend the Agreement;

         NOW, THEREFORE, in consideration of the foregoing premises, and the
covenants, representations and warranties set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and accepted; the parties hereto hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used herein without definition
            -----------
shall have their respective meanings assigned in the Purchase Agreement.

         2. NEW DEFINITIONS. Section 1.1 of the Purchase Agreement is hereby
            ---------------
amended by adding the following new definitions in their proper alphabetical
order:

                           "CarboGen Amcis" means CARBOGEN AMCIS AG, a company
                            --------------
                  organized under the laws of Switzerland and a
                  successor-in-interest (by merger) to CarboGen and Amcis.

                           "Effective Time" means 00:01 a.m. on August 1, 2006
                            --------------
                  in Brussels, Belgium.

                           "Interim Period" means a period commencing at the
                            --------------
                  Effective Time and ending at the Closing Time.

                           "Reimbursement Costs" means the following (without
                            -------------------
                  duplication):

                                    (i)      all liabilities incurred with
                                             respect to any Transferred
                                             Employee, any person who would
                                             have been a Transferred Employee
                                             if the Closing had occurred at
                                             the Effective Time and Specified
                                             Employee who is employed after
                                             the Effective Time (collectively,
                                             the "Employees"), such
                                                  ---------
                                             liabilities to include, without
                                             limitation, salary and



<PAGE>
<PAGE>

                                             other cash compensation, income
                                             and employment tax withholdings,
                                             the cost of all employee benefits
                                             (including, without limitation,
                                             matching and other employer
                                             contributions to any retirement
                                             plan, severance benefits, the
                                             costs of providing health and
                                             other welfare benefits, and
                                             fringe benefits), automobile
                                             allowances, business expenses
                                             (including travel expenses),
                                             liabilities incurred under any
                                             labor or employment law, workers'
                                             compensation costs, and the
                                             proportional share of office
                                             expenses (as reasonably
                                             determined by the Seller), in
                                             each case incurred by Seller or
                                             any of its Affiliates (other than
                                             CarboGen Amcis) with respect to
                                             the Employees with respect to the
                                             Interim Period;

                                    (ii)     the aggregate amount to be paid
                                             by Seller and its affiliates
                                             (other than CarboGen Amcis)
                                             pursuant to Section 5.11(h);

                                    (iii)    the aggregate amount of the Fees
                                             (as defined in the Transition
                                             Services Agreement) that would
                                             have been payable pursuant to the
                                             Transition Services Agreement
                                             with respect to the Interim
                                             Period had the Seller commenced
                                             provision of Services (as defined
                                             therein) thereunder on August 1,
                                             2006;

                                    (iv)     all amounts paid or payable by
                                             Seller or any of its Affiliates
                                             (other than CarboGen Amcis) with
                                             respect to any Assumed Contract
                                             (including Microsoft Licenses and
                                             licenses with Saratoga, in each
                                             case that are Transferred Assets)
                                             and other Transferred Assets with
                                             respect to the Interim Period;

                                    (v)      $7,155.52, which amount
                                             represents the pro rata amount
                                             paid by Seller and its Affiliates
                                             with respect to licenses pursuant
                                             to certain Oracle License and
                                             Services Agreement between Oracle
                                             Corporate and SOI, dated as of
                                             May 10, 2004 that are Transferred
                                             Assets with respect to the period
                                             from August 1, 2006 through May
                                             12, 2007;

                                    (vi)     a portion of insurance premiums
                                             paid by Seller and its Affiliates
                                             (other than CarboGen Amcis) with
                                             respect to insurance policies
                                             applicable to CarboGen Amcis
                                             during the period from August 1,
                                             2006 through August 22, 2006; and

                                    (vii)    all other expenses (including
                                             capital investment) of the Seller
                                             or any of its Affiliates incurred
                                             with respect to the


<PAGE>
<PAGE>

                                             Interim Period with respect to
                                             the Shares, the Business, the
                                             Transferred Assets, the US
                                             Business and Employees

                           "****** Specified Employee" means ****** set forth
                            ----------------------
                  in Part II of Schedule 1.5 of the Disclosure Schedule.

                           "UK Specified Employees" means the individuals set
                            ----------------------
                  forth in Part I of Schedule 1.5 of the Disclosure Schedule.

                           "US Business" means the business of SOI consisting
                            -----------
                  solely of the services to be performed by US Business
                  Employees, the employment agreements of such US Business
                  Employees and the assets held by or in the name of SOI set
                  forth in Schedule 1.3 of the Disclosure Schedule.
                           ------------

         3. NEW DEFINITIONAL CROSS REFERENCES. Section 1.2 of the Purchase
            ---------------------------------
Agreement is hereby amended by adding the following cross-references for
definitions in their proper alphabetical order:



<TABLE>
                  <C>                                                            <C>
                  Additional Dividend Amount                                     2.5(b)(i)(A)

                  Cash Dividend Amount                                           5.4(b)

                  CS Loan Agreement                                              5.4(c)

                  Effective Time Cash Balance                                    5.4(b)

                  Employee                                                       1.1

                  Estimated Reimbursement Costs                                  2.4(f)(i)

                  Final Reimbursement Costs                                      2.4(f)(ii)

                  Social Security Payment                                        5.11(a)(iv)
</TABLE>

         4. CLOSING TIME. The definition of "Closing Time" in Section 1.1 of
            ------------
the Purchase Agreement is hereby amended and restated in its entirety to read
as follows:

                           "Closing Time" means 00:01 a.m. on the Closing Date
                            ------------
                  in Brussels, Belgium.


         5. FINAL WORKING CAPITAL STATEMENT. The definition of "Final Working
            -------------------------------
Capital Statement" in Section 1.1 of the Purchase Agreement is hereby amended
and restated in its entirety as follows:

                           "Final Working Capital Statement" means the net
                            -------------------------------
                  working capital statement that sets forth the Working
                  Capital as of the Effective Time, prepared by the Seller in
                  accordance with Section 2.4(b) and, in the event of a Notice
                  of


<PAGE>
<PAGE>

                  Disagreement, as adjusted by agreement of the Buyer and the
                  Seller, or by the Independent Accounting Firm, acting
                  pursuant to Section 2.4(c).

         6. MICROSOFT LICENSES. The definition of "Microsoft Licenses" in
            ------------------
Section 1.1 of the Purchase Agreement is hereby amended and restated in its
entirety as follows:

                           "Microsoft Licenses" means the license
                            ------------------
                  confirmations (and the following licenses described therein)
                  held by SOI and its Affiliates pursuant to the Microsoft
                  Enterprise Agreement, Number OIE50326 between SOI and MLSI,
                  GP, dated December 5, 2000, in each case to the extent such
                  licenses are used in the Business: (i) 390 Microsoft Desktop
                  Professional Licenses, (ii) 6 Microsoft Windows Server
                  Licenses, and (iii) 3 Microsoft Exchange Server Enterprise
                  licenses.

         7. PRE-CLOSING WORKING CAPITAL STATEMENT. The definition of
            -------------------------------------
"Pre-Closing Working Capital Statement" in Section 1.1 of the Purchase
Agreement is hereby amended and restated in its entirety as follows:

                           "Pre-Closing Working Capital Statement" means the
                            -------------------------------------
                  net working capital statement that sets forth the Seller's
                  estimate of the Working Capital as of the Effective Time,
                  prepared by the Seller in accordance with Section 2.4(a).

         8. WORKING CAPITAL. The definition of "Working Capital" in Section
            ---------------
1.1 of the Purchase Agreement is hereby amended by (i) deleting the word "and"
after clause (iii) hereof and (ii) adding the following new clause (v) after
clause (iv) thereof:

                  and (v) any payables or accruals in connection with the
                  Social Security Payment by CarboGen Amcis described in the
                  second to last sentence of Section 5.11(a)(vi).

         9. AUSTRALIAN CONTRACTS. The Purchase Agreement is hereby amended by
            --------------------
adding the following new Section 2.2(d) after Section 2.2(c) of the Purchase
Agreement:

                                    (d) notwithstanding the foregoing, the
                  Australian Contracts that are Transferred Assets shall be
                  sold, transferred and assigned to CarboGen Amcis prior to
                  the Closing and CarboGen Amcis shall assume and agree to
                  pay, perform and discharge all Assumed Liabilities with
                  respect to such Transferred Assets. From and after the
                  Closing the Buyer shall cause CarboGen Amcis to pay, perform
                  and discharge such Assumed Liabilities.

         10. SECTION 2.2(b). Section 2.2(b) of the Purchase Agreement is
             --------------
hereby amended and restated as follows:

                                    (b) subject to requirements of Section
                  5.11, the Buyer shall, and shall cause its applicable
                  Affiliates to, assume and shall, and shall cause such
                  Affiliates to, agree to pay, perform and discharge all
                  liabilities and obligations (whether accrued or fixed,
                  absolute or contingent, mature or unmatured or determined or
                  determinable) (the "Liabilities") arising after the
                                      -----------
                  Effective Time


<PAGE>
<PAGE>

                  with respect to the Transferred Assets, other than (i) with
                  respect to Assumed Contracts that are not employment
                  agreements, liabilities that result from any breach by the
                  Seller or its Affiliates of such Assumed Contracts prior to
                  the Effective Time, and (ii) with respect to Assumed
                  Contracts that are employment agreements, liabilities, if
                  any, retained by the Seller or any of its Affiliates
                  pursuant to Section 5.11 and not required to be indemnified
                  by the Buyer pursuant to Section 6.03 (such Liabilities with
                  respect to the Transferred Assets to be assumed by the Buyer
                  pursuant to this Section 2.2(b), the "Assumed Liabilities");
                                                        -------------------

         11. SECTION 2.4. Section 2.4 of the Purchase Agreement is hereby
             -----------
amended as follows:

                  (a) The heading to Section 2.4 is hereby amended and
         restated as follows:

                           "Working Capital Adjustment/Reimbursement Costs."
                            ----------------------------------------------

                  (b) Section 2.4(a) of the Purchase Agreement is hereby
         amended by deleting the reference to "five Business Days" in the
         first sentence thereof and replacing such reference with a reference
         to "two Business Days".

                  (c) Section 2.4 of the Purchase Agreement is hereby amended
         by inserting the following new Section 2.4(f) after the existing
         Section 2.4(e):

                           (f) Reimbursement Costs.
                               -------------------

                                    (i) No later than two Business Days prior
                           to the Closing, the Seller shall prepare and
                           deliver to the Buyer a good faith estimate of the
                           Reimbursement Costs that have not been reimbursed
                           by the Buyer or its Affiliates (including CarboGen
                           Amcis) to Seller or its Affiliates (other than
                           CarboGen Amcis) prior to Closing (the "Estimated
                                                                  ---------
                           Reimbursement Costs").
                           -------------------

                                    (ii) Within thirty (30) days following the
                           Closing Date, the Seller shall deliver to the Buyer
                           an invoice setting forth the actual Reimbursement
                           Costs and documentations reasonably evidencing such
                           Reimbursement Costs that have not been reimbursed
                           by the Buyer or its Affiliates (including CarboGen
                           Amcis) to Seller or its Affiliates (other than
                           CarboGen Amcis) (the "Final Reimbursement Costs").
                                                 -------------------------

                                    (iii) Within seven (7) Business Days after
                           receipt of the Final Reimbursement Costs, the
                           following amounts, if any, shall be paid by wire
                           transfer of U.S. Dollars in immediately available
                           funds to such account or accounts as may be
                           designated in writing by the party hereto entitled
                           to such payment at least five Business Days prior
                           to such payment date:

                                            (A) if the Final Reimbursement
                                    Costs exceed the Estimated Reimbursement
                                    Costs, the Buyer shall pay to the Seller
                                    an amount equal to such excess; and


<PAGE>
<PAGE>

                                            (B) if the Estimated Reimbursement
                                    Costs exceed the Final Reimbursement
                                    Costs, the Seller shall pay to the Buyer
                                    an amount equal to such excess.

                                    (iv) All amounts to be paid pursuant to
                           Section 2.4(f)(iii) shall bear interest from the
                           Closing Date to the date of such payment at a rate
                           equal to LIBOR Rate on the date of payment, which
                           interest shall be payable by wire transfer of U.S.
                           Dollars by the party making the payment pursuant to
                           Section 2.4(f)(iii) concurrently with such payment.

                                    (v) In the event there is any dispute
                           between the Seller and the Buyer with respect to
                           the Final Reimbursement Costs and such dispute is
                           not resolved within seven (7) days after the
                           delivery by Seller of the Final Reimbursement Costs
                           pursuant to Section 2.4(f)(ii), such dispute shall
                           be resolved by the Independent Accounting Firm as
                           set forth in Section 2.4(c) as if the amount in
                           dispute was the Final Working Capital Value and
                           payments to be made, if any, pursuant to Section
                           2.4(f)(iii), notwithstanding any provision to the
                           contrary in Section 2.4(f)(iii), shall be made
                           within three Business Days after the final
                           resolution of all such disputes.

         12. SECTION 2.5(a). Section 2.5(a) of the Purchase Agreement is
             --------------
hereby amended by deleting the words "Gibson, Dunn & Crutcher LLP, 47 Avenue
des Perdix, 1410 Waterloo, Brussels, Belgium" and adding the words "Gibson,
Dunn & Crutcher LLP, Avenue Louise 480, 1050 Brussels, Belgium, Brussels,
Belgium" in lieu thereof.

         13. SECTION 2.5(b)(i). Section 2.5(b)(i) of the Purchase Agreement is
             -----------------
hereby amended and restated in its entirety to read as follows:

                  (i) the Buyer shall deliver to the Seller an amount equal to
                  the sum of the following amounts in immediately available
                  funds in U.S. Dollars by wire transfer to a bank account
                  designated in writing by the Seller to the Buyer at least
                  five Business Days prior to the Closing Date:

                           (A)      an amount equal to the Estimated Purchase
                                    Price minus $1,330,026 (the "Additional
                                                                 ----------
                                    Dividend Amount");
                                    ---------------

                           (B)      $296,000 as additional purchase price; and

                           (C)      the Estimated Reimbursement Costs.

         14. SECTIONS 2.5(b)(vi) AND (vii). Sections 2.5(b)(vi) and (vii) of
             -----------------------------
the Purchase Agreement are hereby amended and restated in their entirety to
read as follows:

                           (vi) the Buyer shall deliver to the Seller
                  evidence, reasonably satisfactory to the Seller, that each
                  of the signatories of the Buyer and each of its relevant
                  Affiliates is authorized to execute, deliver and perform
                  this Agreement


<PAGE>
<PAGE>

                  and the Ancillary Agreements executed or to be executed by
                  the Buyer or any Affiliate of the Buyer;

                           (vii) the Seller shall deliver to the Buyer
                  evidence, reasonably satisfactory to the Buyer, that each of
                  the relevant Affiliates of the Seller, as applicable, is
                  authorized to execute, deliver and perform this Agreement
                  and the Ancillary Agreements executed or to be executed by
                  the Seller and such Affiliates of the Seller; and

         15. SECTION 2.5(c). Section 2.5(c) of the Purchase Agreement is
             --------------
hereby amended and restated in its entirety to read as follows:

                           (c) The economic benefit (Nutzen) and the risk
                  (Gefahr) with regard to the Shares and the Transferred
                  Assets and the Business shall be for the Buyer as of and
                  after the Effective Time. The Buyer shall assume the Assumed
                  Liabilities on the Closing Date as set forth in Sections
                  2.2(a) and (b) and (ii) the Buyer shall indemnify the Seller
                  with respect to (i) all liabilities with respect to the
                  Shares, the Business and the US Business with respect to the
                  Interim Period as set forth in Section 6.3(f) and (ii) all
                  Assumed Liabilities.

         16. SECTION 3.20(a). Section 3.20(a) of the Purchase Agreement is
             ---------------
hereby amended by deleting "." at the end of such section and adding the
following proviso at the end of thereof:

                  provided, however, that the rights, title and interest of
                  --------  -------
                  Solutia Australia PTY Limited in and to the Australian
                  Contracts that are Transferred Assets will be sold,
                  transferred and assigned to CarboGen Amcis prior to the
                  Closing.

         17. SECTION 5.1. The last paragraph of Section 5.1 is hereby amended
             -----------
by deleting "or" before clause (e), deleting "." at the end of clause (e) and
adding the following at the end thereof:

                  and (f) the entry into an amendment to the Specified
                  Employment Agreement of the ****** Specified Employee
                  mutually acceptable to the Buyer, the Seller and the ******
                  Specified Employee.

                  Notwithstanding any provision to the contrary in this
                  Agreement or any Ancillary Agreement, Seller shall have no
                  liability for breach of any representation, warranty or
                  covenant in this Agreement or any Ancillary Agreement or any
                  other liability to the extent such liability arises out
                  actions or omission of any employee of Seller or any of its
                  Affiliates, including CarboGen Amcis, taken or omitted to be
                  taken at the instruction or request of the Buyer and Buyer
                  shall indemnify, hold harmless against and reimburse Seller
                  for all Damages incurred by the Seller as a result of any
                  such actions or omissions.

         18. SECTION 5.4(b). Section 5.4(b) is hereby amended and restated in
             --------------
its entirety to read as follows:


                           (b) Immediately prior to the Closing, CarboGen
                  Amcis shall transfer



<PAGE>
<PAGE>

                  (through a dividend or by other means) to the Seller or one
                  or more of its Affiliates (other than CarboGen Amcis), an
                  amount (the "Cash Dividend Amount") equal to (i) the amount
                               --------------------
                  of cash or cash equivalents of the Swiss Companies at the
                  Effective Time (the "Effective Time Cash Balance"), PLUS
                                       ---------------------------
                  (ii) $1,215,268, which represents all amounts (including
                  principal, interest and other charges, if any) that would
                  have been payable to CarboGen Amcis by the Seller or any of
                  its Affiliates (other than CarboGen Amcis) in satisfaction
                  of any debt or other obligation of the Seller or any of its
                  Affiliates (other than CarboGen Amcis) to CarboGen Amcis
                  pursuant to Section 5.4(a) had such amounts been paid
                  immediately prior to the Effective Time, MINUS (iii)
                  $4,486,588, which represents all amounts (including
                  principal, interest and other charges, if any) that would
                  have been payable by CarboGen Amcis to its Affiliates in
                  satisfaction of any debt or any other obligation of CarboGen
                  Amcis to its Affiliates pursuant to Section 5.4(a) had such
                  amounts been paid immediately prior to the Effective Time,
                  PLUS (iv) the Additional Dividend Amount.

         19. SECTION 5.4(c). Section 5.4(c) of the Purchase Agreement is
             --------------
hereby amended and restated in its entirety to read as follows:

                                    (c) On or prior to the Closing the Seller
                  shall satisfy in full or otherwise discharge all Third-Party
                  Debt (other than (i) that certain Loan Agreement dated
                  October 29, 2001 between Amcis (as predecessor in interest
                  to CarboGen Amcis) and Credit Suisse (as amended by that
                  certain letter from Credit Suisse dated October 18, 2004,
                  the "CS Loan Agreement"), (ii) that certain Letter of
                       -----------------
                  Indemnity, No. 0445-20465, in the amount of CHF 17,000
                  issued by Amcis to Credit Suisse, and the related Bank
                  Guarantee, (iii) that certain Bank Guarantee Nr. 0446-20631
                  issued by Credit Suisse in favor of Flint AG in the amount
                  of CHF 1,500,000.--, (iv) that certain Letter of Indemnity
                  No. 0446-20631 dated July 19, 2001 by Amcis for the benefit
                  of the Credit Suisse in the amount of CHF 1,500,000.-- made
                  in connection with the Bank Guarantee by Credit Suisse in
                  favor of Flint AG, each as amended, restated and otherwise
                  modified from time to time in accordance therewith).

         20. SECTION 5.9. Section 5.9 of the Purchase Agreement is hereby
             -----------
amended by adding the following language at the end of such section:

                  In all events, the Buyer shall provide to the Seller a
                  release, in form and substance reasonably satisfactory to
                  the Seller, releasing SOI from its obligations under that
                  certain CS Guarantee (the "Release"), no later than
                                             -------
                  September 30, 2006. In no event shall SOI or any of its
                  Affiliates have any liability to the Buyer with respect to
                  the CS Guarantee and the Buyer, on its own behalf and on
                  behalf of its Affiliates (including, after the Closing,
                  CarboGen Amcis) hereby waives any claims against SOI and/or
                  its Affiliates with respect to the CS Guarantee. All
                  indemnities set forth in Section 6.3(e) are independent
                  indemnities within the meaning of Article 111 of the Swiss
                  Code of Obligations and such indemnities are not limited,
                  neither in time, amount or otherwise.


<PAGE>
<PAGE>

                  From and after the Closing the Buyer shall ensure that no
                  borrowings, advances or other extensions of credit
                  (including any letters of credits and similar instruments)
                  are made under the CS Loan Agreement until such time as the
                  Seller receives the Release. As promptly after the Closing,
                  but in no event later than ten (10) Business Days after the
                  Closing, the Buyer shall enter into an amendment to the CS
                  Loan Agreement with Credit Suisse, in form and substance
                  satisfactory to the Seller, to reflect that: (i) the
                  aggregate commitment amount under the CS Loan Agreement
                  shall be reduced to CHF 1,517,000.--., (ii) no further
                  borrowings, advances or other extensions of credit
                  (including any letters of credits and similar instruments)
                  shall be permitted pursuant to the CS Loan Agreement until
                  the Seller shall have received the Release, (iii) no further
                  amendments or modifications to the CS Loan Agreement shall
                  be permitted without written consent of SOI or Seller until
                  and unless the Seller shall have received the Release, and
                  (iv) SOI and the Seller shall be third party beneficiaries
                  of such amendment. The Buyer shall deliver an original of
                  such amendment to the Seller within than ten (10) Business
                  Days after the Closing.

         21. SECTION 5.11(a)(i). The last sentence of Section 5.11(a)(i) of
             ------------------
the Purchase Agreement is hereby amended and restated in its entirety to reads
as follows:

                  For purposes of this Agreement, a "Transferred Employee
                                                     --------------------
                  means (x) all Swiss Business Employees and European Business
                  Employees, in each case except for the Specified Employees,
                  (y) all U.S. Business Employees and UK Specified Employees
                  who accept the offer of employment from the Buyer or one of
                  its Affiliates pursuant to Section 5.11(a)(iv) and (v) and
                  actually commence active employment with the Buyer or its
                  Affiliate on or after the Closing Date and (z) the ******
                  Specified Employee.

         22. SECTION 5.11(a)(ii). Section 5.11(a)(ii) of the Purchase
             -------------------
Agreement is hereby amended and restated in its entirety to read as follows:

                                    (ii) Swiss Business Employees. All Swiss
                                         ------------------------
                  Business Employees shall remain employed by the Swiss
                  Companies immediately following the Closing.

         23. SECTION 5.11(a)(iv). Section 5.11(a)(iv) of the Purchase
             -------------------
Agreement is hereby amended and restated in its entirety as follows:

                                    (iv) The Seller shall, or shall cause one
                  of its Affiliates to, terminate the Specified Employment
                  Agreements with the UK Specified Employees (or obtain
                  resignation of the UK Specified Employees) immediately prior
                  to Closing; provided that the UK Specified Employees shall
                              --------
                  have accepted offers of employment from the Buyer and its
                  Affiliates at the latest immediately prior to Closing with
                  terms of employment specified on Schedule 5.11(a)(iv) of the
                                                   --------------------
                  Disclosure Schedule or on such other terms to which such
                  Specified Employees may agree. Immediately after the Closing
                  the Buyer shall cause CarboGen Amcis to ratify an amendment
                  to the Specified Employment


<PAGE>
<PAGE>

                  Agreement with the ***** Specified Employee entered into on
                  or about August 11, 2006.

         24. SECTION 5.11(a)(vi). The proviso in the last sentence of Section
             -------------------
5.11(a)(vi) of the Purchase Agreement is hereby amended and restated in its
entirety to read as follows and the following additional sentence is hereby
added to at the end of such Section 5.11(a)(vi):

                  provided, however that (i) the Buyer shall in all events be
                  --------  -------
                  solely responsible for any severance-type payments (whether
                  under the Specified Employment Agreements or otherwise) with
                  respect to any Specified Employee and (ii) subject to the
                  next sentence of this Section 5.11(a)(vi), the Buyer shall
                  cause CarboGen Amcis to pay the Social Security
                  Contributions to be paid in connection with the payments to
                  the ****** Specified Employee of the ****** (as described in
                  Section 5 of the ****** Specified Employee Agreement as in
                  effect prior to Closing) and the amount of the ******
                  described in Section 6 of such agreement (the "Social
                                                                 ------
                  Security Payment"). After the Buyer provides evidence of
                  ----------------
                  the payment of such Social Security Contributions reasonably
                  satisfactory to the Seller, the Seller shall promptly
                  reimburse the Buyer for the amount so paid.

         25. SECTION 5.11(h). Section 5.11 of the Purchase Agreement is hereby
             ---------------
amended by adding the new Section 5.11(h):

                                    (h) Initial Wage Payment. Notwithstanding
                                        --------------------
                  any provision to the contrary in this Section 5.11, on or
                  prior to August 31, 2006, the Seller shall pay, or shall
                  cause to be paid, to Transferred Employees (other than Swiss
                  Business Employees) all wages, compensation and other
                  benefits due and payable to such Transferred Employees by
                  Seller and its Affiliates or the Buyer and its Affiliates
                  with respect to the period from August 1, 2006 until August
                  31, 2006, which amount shall in no event exceed $150,000 in
                  the aggregate; provided, that the Buyer shall have
                  reimbursed the Seller and its Affiliates therefore in full
                  as set forth in Section 2.4(f).

         26. SECTION 5.12. Section 5.12 of the Purchase Agreement is hereby
             ------------
amended by adding the following new sentence at the end of Section 5.12:

                  Notwithstanding the foregoing, the Australian Contracts that
                  are Transferred Assets shall be sold, transferred and
                  assigned to CarboGen Amcis prior to the Closing and CarboGen
                  Amcis shall assume and shall agree to pay, perform and
                  discharge all Assumed Liabilities with respect to such
                  Transferred Assets. From and after the Closing the Buyer
                  shall cause CarboGen Amcis to pay, perform and discharge
                  such Assumed Liabilities.

         27. SECTION 5.16. The Purchase Agreement is hereby amended by adding
             ------------
the following new Section 5.16 after Section 5.15 of the Purchase Agreement:

                           Section 5.16 Directors' Release. As soon as
                                        ------------------
                  practicable after the Closing the Buyer shall cause the
                  shareholders of CarboGen Amcis to hold a shareholders
                  meeting and approve a resolution granting each of the
                  directors of CarboGen


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<PAGE>

                  Amcis, who resigned in connection with the transactions
                  contemplated by this Agreement, a full release and discharge
                  with respect to such director's activities during the
                  current fiscal year.

         28. SECTION 6.2(c). Section 6.2(c) of the Purchase Agreement is
             --------------
hereby amended and restated in its entirety to read as follows:

                           (c) (i) with respect to any Assumed Contract that
                  is not an employment agreement, any breach of such Assumed
                  Contracts by the Seller or any of its Affiliates prior to
                  the Effective Time, and (ii) with respect to any Assumed
                  Contract that is an employment agreement, any Liabilities
                  with respect to such Assumed Contracts specifically retained
                  by the Seller pursuant to Section 5.11 and not required to
                  be indemnified by the Buyer pursuant to Section 6.3; or

         29. SECTION 6.3. Section 6.3 of the Purchase Agreement is hereby
             -----------
amended by (i) deleting "or" at the end of Section 6.3(c), (ii) amending and
restating Section 6.3(d) as follows and (iii) adding the following new
Sections 6.3(e), 6.3(f) and 6.3(g):

                           (d) any Action against the Seller or any of its
                  Affiliates arising out of, or in connection with, (i) the
                  termination of any Specified Employment Agreement by any
                  Affiliate of the Seller or (ii) the amendment to the
                  Specified Employment Agreement with the ****** Specified
                  Employee that is effective as of the Closing (including any
                  Action arising out of, or in connection with, the
                  resignation or termination of any Specified Employee or
                  amendment to the Specified Employment Agreement of the ******
                  Specified Employee, in each case in connection with the
                  transactions contemplated by this Agreement) (other than in
                  all cases with respect to amount payable by the Seller as
                  set forth in the last sentence of Section 5.11(a)(vi) to the
                  extent payable by the Seller thereunder);

                           (e) that certain guarantee dated as of October 10,
                  2001, issued by SOI for the benefit of Credit Suisse in
                  connection with the CS Loan Agreement;

                           (f) any event or occurrence, liability or claim of
                  any Person against the Seller or any of its Affiliates with
                  respect to the Shares, the Transferred Employees, the
                  Transferred Assets or the US Business with respect to the
                  Interim Period, including the following:

                                            (i) any Damages with respect to
                                    Employees that are incurred with respect
                                    to the Interim Period,

                                            (ii) all Reimbursement Costs to
                                    the extent Seller and its Affiliates
                                    (other than CarboGen Amcis) have not been
                                    reimbursed by the Buyer or its Affiliates;
                                    and

                                            (iii) any other cost or expense or
                                    liability arising out of or relating to
                                    the Shares, the Business, the Transferred
                                    Assets or the U.S. Business during the
                                    Interim Period.


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<PAGE>

         30. SECTION 7.3(a). Section 7.3(a) is hereby amended by deleting the
             --------------
words "both when made and as of the Closing Date, or in the case" and
replacing such words with the words "both when made and as of the Effective
Time (except in the case of the representations and warranties set forth in
Sections 3.1 through 3.6, 3.12, 3.15, 3.16 and 3.20(a) and (c) (the "Closing
                                                                     -------
Time Representations")) and as of the Closing Time in the case of the Closing
--------------------
Time Representations), provided that in the case".

         31. SECTION 9.1. Section 9.1 of the Purchase Agreement is hereby
             -----------
amended by adding the following sentence at the end of such Section 9.1:

                  Notwithstanding the foregoing, in the event that the Buyer
                  requests the Seller to file or register any of the
                  assignment agreements with respect to any trademarks or
                  patents with any applicable Governmental Authority, the
                  Buyer shall reimburse the Seller for its out-of-pocket costs
                  and expenses associated therewith.

         32. SCHEDULE 1.3. Schedule 1.3 of the Disclosure Schedules is hereby
             ------------
amended and restated in its entirety in the form of Exhibit A hereto.

         33. SCHEDULE 1.5. The Purchase Agreement is hereby amended by adding
             ------------
after Schedule 1.4 of the Disclosure Schedule a new Schedule 1.5 of the
Disclosure Schedule in the form of Exhibit B hereto.
                                   ---------

         34. CLOSING. The parties hereto hereby agree that notwithstanding any
             -------
provision to the contrary in Section 2.5 of the Purchase Agreement, the
Closing shall occur on August 22, 2006.

         35. DISHMAN NAME. The Buyer hereby represents and warrants that
             ------------
"Dishman Pharmaceuticals & Chemicals Ltd" and "Dishman Pharmaceuticals and
Chemicals Ltd." are Dishman Pharmaceuticals and Chemicals Limited and the
Purchase Agreement and all other documents executed and delivered by any of
the aforementioned entities shall be deemed executed and delivered by Dishman
Pharmaceuticals and Chemicals Limited and shall represent a valid, binding and
enforceable obligation of Dishman Pharmaceuticals and Chemicals Limited.

         36. ASSIGNMENT. The Buyer acknowledges that it has assigned its
             ----------
rights to purchase the Shares to Dishman Pharma Solutions AG and to purchase
Transferred Assets by Dishman Pharma Solutions AG, Dishman Europe Limited and
Dishman Holland B.V. as set forth in the Bills of Sale and Assignment and
Assumption Agreements executed and delivered by such Affiliates of the Buyer
as the date hereof.

         37. SOCIAL SECURITY PAYMENT. In the event the parties hereto agree on
             -----------------------
a mutually acceptable alternative with respect to Social Security Payment
described in paragraph 24 above, to the extent necessary the parties hereto
shall enter into an amendment to the Purchase Agreement to reflect such
alternative.

         38. EFFECTIVENESS; EFFECT ON PURCHASE AGREEMENT.
             -------------------------------------------

                                    (a) This Amendment shall become effective
                  upon execution and delivery hereof of all parties hereto.


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<PAGE>

                                    (b) On and after the date hereof, each
                  reference in the Purchase Agreement to "this Agreement",
                  "herein", "hereof" or words of similar import shall mean and
                  be a reference to the Purchase Agreement as amended hereby.

                                    (c) Except as specifically amended by this
                  Amendment, the Purchase Agreement shall remain in full force
                  and effect and the Purchase Agreement, as amended by this
                  Amendment, is hereby ratified and confirmed in all respects.

         39. GOVERNING LAW. This Amendment and all disputes or controversies
             -------------
arising out of or relating to this Amendment or the transactions contemplated
hereby or thereby shall be governed by, and construed in accordance with, the
Laws of Switzerland.

         40. COUNTERPARTS. This Amendment may be executed in two or more
             ------------
counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.

         41. FACSIMILE SIGNATURE. This Amendment may be executed by facsimile
             -------------------
signature and a facsimile signature shall constitute an original for all
purposes.

         42. HEADINGS. The descriptive headings contained in this Amendment
             --------
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.


                           [Signature Pages Follow]




<PAGE>
<PAGE>



         IN WITNESS WHEREOF, the Seller and the Buyer have caused this
Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.





                                             SOLUTIA EUROPE S.A./N.V.


                                             By: /s/    Kristel Deroover
                                                 -------------------------------
                                                 Name:  Kristel Deroover
                                                 Title: Proxyholder






<PAGE>
<PAGE>




                                            DISHMAN PHARMACEUTICALS AND
                                            CHEMICALS LIMITED


                                            By: /s/    J.R. Vyas
                                                -------------------------------
                                                Name:  J.R. Vyas
                                                Title: Managing Director