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Exhibit 10.31    
    


BUSINESS LOAN AGREEMENT  



	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials

	$5,000,000.00	 	09-13-2005	 	10-01-2010	 	18700	 	 	 	N.D	 	8282	 	 




References
in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations. 



	Borrower:	 	Amphastar Pharmaceuticals, Inc.

11570 Sixth Street

Rancho Cucamonga, CA 91730	 	Lender:	 	East West Bank

475 Huntington Drive

San Marino, CA 91108
	







        THIS BUSINESS LOAN AGREEMENT dated September 13, 2005, is made and executed between Amphastar Pharmaceuticals, Inc. ("Borrower") and East West Bank
("lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations,
including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan,
lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall
be subject to Lender's sole judgment and discretion; and (C) all such loans shall be and remain subject to the terms and conditions of this Agreement.  


         TERM.    This Agreement shall be effective as of September 13, 2005, and shall continue in full force and effect until such time as
all of
Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in
writing to terminate this Agreement. 


        CONDITIONS PRECEDENT TO EACH ADVANCE.    Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.  



        Loan Documents.    Borrower shall provide to Lender the following documents for the Loan: (1) the Note;
(2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests;
(4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance
satisfactory to Lender and Lender's counsel. 


        Borrower's Authorization.    Borrower shall have provided in form and substance satisfactory to Lender properly certified
resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations,
documents and instruments as Lender or its counsel, may require. 



        Payment of Fees and Expenses.    Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and
payable as specified in this Agreement or any Related Document. 


        Representations and Warranties.    The representations and warranties set forth in this Agreement, in the Related Documents, and
in any document or certificate delivered to Lender under this Agreement are true and correct. 



        No Event of Default.    There shall not exist at the time of any Advance a condition which would constitute an Event of Default
under this Agreement or under any Related Document. 




        REPRESENTATIONS AND WARRANTIES.    Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date
of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: 



        Organization.    Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and
in good standing under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a 








 

foreign
corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its
properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 11570 Sixth Street, Rancho Cucamonga, CA 91730. Unless
Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify
Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect
its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to
Borrower and Borrower's business activities. 


        Assumed Business Names.    Borrower has filed or recorded all documents or filings required by law relating to all assumed
business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.  




        Authorization.    Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly
authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of
incorporation or
organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to
Borrower's properties. 


        Financial Information.    Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's
financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement
supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. 


        Legal Effect.    This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement
when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. 



        Properties.    Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in
writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear
of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and
Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. 



        Hazardous Substances.    Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that:
(1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any
Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any
prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any
tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any
of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all
Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral
with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or
liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for
hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup
or other costs under any such laws, and (2) agrees to indemnify and hold harmless Lender 



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against
any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or
as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the
Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's
acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. 


        Litigation and Claims.    No litigation, claim, investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation,
claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. 


        Taxes.    To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed,
have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of
business and for which adequate reserves have been provided. 


        Lien Priority.    Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any
Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that
would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. 


        Binding Effect.    This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the
signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. 




        AFFIRMATIVE COVENANTS.    Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower
will: 



        Notices of Claims and Litigation.    Promptly inform Lender in writing of (1) all material adverse changes in Borrower's
financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial condition of any Guarantor. 


        Financial Records.    Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender
to examine and audit Borrower's books and records at all reasonable times. 


        Financial Statements.    Furnish Lender with the following: 



        Additional Requirements.


        Annual Statements of Borrower.    As soon as available, but in no event later than one-hundred fifty
(150) days after the end of each fiscal year, Borrower's balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows, with notes thereto for the year
ended, audited by a certified public accountant satisfactory to Lender. 


        Annual Statements of Corporate Guarantor.    As soon as available, but in no event later than one-hundred fifty
(150) days after the end of each fiscal year, corporate guarantor's balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows, with notes thereto for
the year ended, audited by a certified public accountant satisfactory to Lender. 


        Interim Statements of Borrower.    As soon as available, but in no event later than forty-five (45) days
after the end of each fiscal quarter, Borrower's balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows, with notes thereto for the period ended,
prepared by Borrower. 


        Interim Statements of Corporate Guarantor.    As soon as available, but in no event later than forty-five
(45) days after the end of each fiscal quarter, corporate guarantor's balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows, with notes thereto
for the period ended, prepared by corporate guarantor. 




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        All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and
correct. 



        Additional Information.    Furnish such additional information and statements, as Lender may request from time to time. 



        Financial Covenants and Ratios.    Comply with the following covenants and ratios: 



        Other Requirements.    Borrower understands and agrees that while this Agreement is in effect, Borrower will maintain a
financial condition indicated by the following ratios at all times, unless otherwise noted: 


        Except
as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting
principles, applied on a consistent basis, and certified by Borrower as being true and correct. 




        Insurance.    Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require
with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time
to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days
prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of
Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's
loss payable or other endorsements as Lender may require. 


        Insurance Reports.    Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such
information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the
expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable,
the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. 


        Guaranties.    Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed
by the guarantor named below, on Lender's forms, and in the amount and under the conditions set forth in those guaranties. 



	Name of Guarantor
 
	 	Amount

	International Medication Systems, Limited	 	Unlimited






        Other Agreements.    Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between
Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. 


        Taxes, Charges and Liens.    Pay and discharge when due all of its indebtedness and obligations, including without limitation
all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would
attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. 


        Performance.    Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement,
in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. 



        Operations.    Maintain executive and management personnel with substantially the same qualifications and experience as the
present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. 



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        Environmental Studies.    Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and
testings as may be requested by Lender or any governmental authority relative to any
substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or
affecting any property or any facility owned, leased or used by Borrower. 


        Compliance with Governmental Requirements.    Comply with all laws, ordinances, and regulations, now or hereafter in effect, of
all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans
With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has
notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security
or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. 


        Inspection.    Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or
Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at
any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party,
Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at
Borrower's expense. 


        Compliance Certificates.    Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by
Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date
of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. 


        Environmental Compliance and Reports.    Borrower shall comply in all respects with any and all Environmental Laws; not cause or
permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any
environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate
federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation,
directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any
environmental activity whether or not there is damage to the environment and/or other natural resources. 


        Additional Assurances.    Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security
agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all
Security Interests. 




        LENDER'S EXPENDITURES.    If any action or proceeding is commenced that would materially affect Lender's interest in the
Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for
insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be
added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or
(2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. 


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        NEGATIVE COVENANTS.    Borrower covenants and agrees with Lender that while this Agreement is in  effect,
 Borrower shall not, without the prior written consent of Lender: 



        Continuity of Operations.    (1) Engage in any business activities substantially different than those in which Borrower
is presently engaged, (2) cease operations, liquidate, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business. 


        Agreements.    Borrower will not enter into any agreement containing any provisions which would be violated or breached by the
performance of Borrower's obligations under this Agreement or in connection herewith. 




        CESSATION OF ADVANCES.    If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under
any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any
of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in
bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in
the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with
Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. 


        DEFAULT.        Each of the following shall constitute an Event of Default under this Agreement: 



        Payment Default.    Borrower fails to make any payment when due under the Loan. 



        Other Defaults.    Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in
this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 


        False Statements.    Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf
under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 



        Insolvency.    The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower. 


        Defective Collateralization.    This Agreement or any of the Related Documents ceases to be in full force and effect (including
failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 



        Creditor or Forfeiture Proceedings.    Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's
accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which
is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 


        Events Affecting Guarantor.    Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or
any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall
not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. 



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        Change in Ownership.    Any change in ownership of fifty percent (50%) or more of the common stock of Borrower. 


        Adverse Change.     A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of
payment or performance of the Loan is impaired. 


        Right to Cure.    If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may
be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after receiving written notice from
Lender demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps
which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical. 




        EFFECT OF AN EVENT OF DEFAULT.        If any Event of Default shall occur, except where otherwise provided in this
Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation
to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case
of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies
provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be
exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. 


        CROSS ACCELERATION.        In addition to the due dates and maturity date set forth in the Note, all principal and
accrued interest and other amounts owed under this Note shall become due in full at such earlier time, if any, the obligations of Borrower to Lender under that Promissory Note dated
September 13, 2005, in the face amount of $5,000,000.00, Promissory Note dated September 13, 2005, in the face amount of $4,000,000.00 and Promissory Note dated September 13,
1005, in the face amount of $5,000,000.00 (as such notes may be amended or extended from time to time) are paid in full. 


        DEPOSIT RELATIONSHIP.        While this Agreement is in effect, Borrower shall maintain its main operating account
with Lender. 


        INITIAL HERE   DWN  .    



        MISCELLANEOUS PROVISIONS.        The following miscellaneous provisions are a part of this Agreement: 



        Amendments.    This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the
parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be
charged or bound by the alteration or amendment. 


        Attorneys' Fees; Expenses.    Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay
the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court
costs and such additional fees as may be directed by the court. 



        Caption Headings.    Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or
define the provisions of this Agreement. 


        Consent to Loan Participation.    Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or
more participation interest in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any 



7







 




one
or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to
privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notice of sale or participation interest, as well as all notices of any repurchase of such
participation interest. Borrower also agrees that the purchasers of any such participation interest will be considered as the absolute owners of such interest in the Loan and will have all the rights
granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later
against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective
of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any
personal claims or defenses that Borrower may have against Lender. 


        Governing Law.    This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the
State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California.


        No Waiver by Lender.    Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this
Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,
nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to
any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 


        Notices.    Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States
mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this
Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any
notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. 


        Severability.    If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by
law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. 


        Successors and Assigns.    All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related
Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights
under this Agreement or any interest therein, without the prior written consent of Lender. 


        Survival of Representations and Warranties.    Borrower understands and agrees that in making the Loan, Lender is relying on all
representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents.
Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the
Related Documents, shall be continuing in nature, shall remain in full 



8







 




force
and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. 


        Time is of the Essence.    Time is of the essence in the performance of this Agreement. 



        Waive Jury.    All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party
against any other party.




        DEFINITIONS:        The following capitalized words and terms shall have the following meanings when used in this
Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall
include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in
the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement: 



        Advance.    The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a
line of credit or multiple advance basis under the terms and conditions of this Agreement. 



        Agreement.    The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or
modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. 


        Borrower.    The word "Borrower" means Amphastar Pharmaceuticals, Inc. and includes all co-signers and
co-makers signing the Note. 


        Collateral.    The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or
personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust,
assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention
contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. 


        Environmental Laws.    The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and
ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety
Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. 



        Event of Default.    The words "Event of Default" mean any of the events of default set forth in this Agreement in the default
section of this Agreement. 


        GAAP.    The word "GAAP" means generally accepted accounting principles. 


        Grantor.    The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for
the Loan, including without limitation all Borrowers granting such a Security Interest. 



        Guarantor.    The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. 


        Guaranty.    The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or
part of the Note. 


        Hazardous Substances.    The words "Hazardous Substances" mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words "Hazardous Substances" are 



9







 




used
in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous
Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. 



        Indebtedness.    The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all
principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. 


        Lender.    The word "Lender" means East West Bank, its successors and assigns. 


        Loan.    The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to
time. 


        Note.    The word "Note" means the Note executed by Amphastar Pharmaceuticals, Inc. in the principal amount of
$5,000,000.00 dated September 13, 2005, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. 


        Permitted Liens.    The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by
Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or
carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests
upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph
of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and
(6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. 



        Related Documents.    The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Loan. 


        Security Agreement.    The words "Security Agreement" mean and include without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. 



        Security Interest.    The words "Security Interest" mean, without limitation, any and all types of collateral security, present
and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust,
factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever
whether created by law, contract, or otherwise. 



10







 





        BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED
SEPTEMBER 13, 2005.



	BORROWER
	
AMPHASTAR PHARMACEUTICALS INC.
	
By:	
 	

/s/  JACK ZHANG      
Jack Zhang, President/C.E.O. of Amphastar Pharmaceuticals, Inc.	
 	
By:	
 	

/s/  DAVID W. NASSIF      
David Nassif, C.F.O of Amphastar Pharmaceuticals, Inc.
	
LENDER:
	
EAST WEST BANK
	
By:	
 	

/s/  REBECCA LEE      
Authorized Signer	
 	

 	
 	

 




LASER PRO Lending, Ver. 5.25.00.005 Copr. Harland Financial Solutions, Inc. 1997, 2005. All Rights Reserved. 


11








   PROMISSORY NOTE  



	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials

	$5,000,000.00	 	09-13-2005	 	10-01-2010	 	18700	 	 	 	N.D	 	8282	 	 




References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations. 



	Borrower:	 	Amphastar Pharmaceuticals, Inc.

11570 Sixth Street

Rancho Cucamonga, CA 91730	 	Lender:	 	East West Bank

475 Huntington Drive

San Marino, CA 91108
	







	    	 	 	 	 
	Principal Amount: $5,000,000.00	 	Initial Rate: 6.356%	 	Date of Note: September 13, 2005





        PROMISE TO PAY.    Amphastar Pharmaceuticals, Inc. ("Borrower") promise to pay to East West Bank ("Lender"), or order, in
lawful money of the United States of America, the principal amount of Five Million & 00/100 Dollars ($5,000,000.00), together with interest on the unpaid principal balance from
September 13, 2005, until paid In full. 


        PAYMENT.    Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 59 regular
payments of $33,599.36 each and one irregular, last payment estimated at $4,558,342.68. Borrower's first payment is due November 1, 2005, and all subsequent payments are due on the same day of
each month after that. Borrower's final payment will be due on October 1, 2010, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest.
Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late
charges. The annual Interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate
in writing. 


        VARIABLE INTEREST RATE.    The interest rate on this Note is subject to change from time to time based on changes in an
independent index which is the 3 MONTH LONDON INTERBANK OFFERED RATES (LIBOR) (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the
Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The
interest rate change will not occur more often than each 3 months. Borrower understands that Lender may make loans based on other rates as well. The Index currently is
3.856%. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 2.500 percentage points over the Index, resulting in an initial rate of
6.356%. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest
rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will payoff by its original final maturity date, (B) increase
Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final
payment. 


        PREPAYMENT; MINIMUM INTEREST CHARGE.    Borrower agrees that all loan fees and other prepaid finance charges are earned fully as
of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment
of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than Borrower's obligation to pay any minimum
interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower
agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under
this Note, and Borrower will remain obligated to pay any further 


12







 



amount
owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the
amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: East West Bank, Loan Services Department, 475
Huntington Drive San Marino, CA 91108. 


        LATE CHARGE.    If a payment is 11 days or more late, Borrower will be charged 6.000% of the
regularly scheduled payment.  


         INTEREST AFTER DEFAULT.    Upon default, the variable interest rate on this Note shall immediately increase to 7.500 percentage
points over the
Index, if permitted under applicable law. 


        DEFAULT.    Each of the following shall constitute an event of default ("Event of Default") under this Note: 



        Payment Default.    Borrower fails to make any payment when due under this Note. 


        Other Defaults.    Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in
this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 


        False Statements.    Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf
under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 


        Insolvency.    The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the
appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower. 


        Creditor or Forfeiture Proceedings.    Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond
for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 


        Events Affecting Guarantor.    Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or
any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its
option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure
any Event of Default. 


        Change In Ownership.    Any change in ownership of fifty percent (50%) or more of the common stock of Borrower. 


        Adverse Change.    A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of
payment or performance of this Note is impaired. 


        Insecurity.    Lender in good faith believes itself insecure. 


        Cure Provisions.    If any default, other than a default in payment is curable and if Borrower has not been given a notice of a
breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default:
(1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole
discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 



13







 





        LENDER'S RIGHTS.    Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid
interest immediately due, and then Borrower will pay that amount. 


        ATTORNEYS' FEES; EXPENSES.    Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower
will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorney's fees and Lender's legal expense, whether or not there is a lawsuit, including attorney's
fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums
provided by law. 



        JURY WAIVER.    Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or
Borrower against the other.


        GOVERNING LAW.    This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State
of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California.



        DISHONORED ITEM FEE.    Borrower will pay a fee to Lender of $18.00 if Borrower makes a payment on Borrower's loan and the check
or preauthorized charge with which the Borrower pays is later dishonored. 


        COLLATERAL.    Borrower acknowledges this Note is secured by the following collateral described in the security instrument
listed herein; a Deed of Trust dated September 13, 2005, to a trustee in favor of Lender on real property located in San Bernardino County, State of California. That agreement contains the
following due on sale provision: Lender may, at Lender's option, declare immediately due and payable all sums secured by the Deed of Trust upon the sale or transfer, without Lender's prior written
consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance or Real Property or any right, title or interest in the Real Property;
whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term
greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other
method of conveyance of an interest in the Real Property. If any Borrower is a corporation, partnership, or limited liability company, transfer also includes any change in ownership of more than Fifty
percent (50%) of the voting stock, partnership interest or limited liability company interests, as the case may be, of such Borrower. However, this option shall not be exercised by Lender if such
exercise is prohibited by applicable laws. 


        Certification of Accuracy.    Borrower certifies under penalty of perjury that all financial documents provided to Lender, which
may include income statements, balance sheets, accounts payable and receivable listings, inventory listings, rents rolls, and tax returns, are the most recent such documents prepared by Borrower, that
they give a complete and accurate statement of the financial condition of Borrower, as of the dates of such statements, and that no material change has occurred since such time, except as disclosed to
Lender in writing. Borrower agrees to notify Lender immediately of the extent and character of any material adverse change in the Borrower's financial condition. The financial documents shall
constitute continuing representations of Borrower and shall be construed by Lender to be continuing statements of the financial condition of Borrower and to be new and original statement of all assets
and liabilities of Borrower with respect to each advance under this Note and every other transaction in which Borrower becomes obligated to Lender until Borrower advises Lender to the contrary. The
financial documents are being given to induce Lender to extend credit and Lender is relying upon such documents. Lender may verify with third parties any information contained in financial documents
delivered to Lender, obtain information from others, and ask and answer questions and requests seeking credit experience about the undersigned. 



        Successor
Interests. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.. 


        General
Provisions. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall 


14







 



be
released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to
realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.. 



        PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
TERMS OF THIS NOTE.


        BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER  


AMPHASTAR PHARMACEUTICALS INC.



	By:	/s/  JACK ZHANG      
Jack Zhang, President/C.E.O. of Amphastar Pharmaceuticals, Inc.	 	By:	/s/  DAVID W. NASSIF      
David Nassif, C.F.O of Amphastar Pharmaceuticals, Inc.




15








COMMERCIAL GUARANTY  



	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials

	 	 	 	 	 	 	 	 	 	 	 	 	8282	 	 




References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations. 



	Borrower:	 	Amphastar Pharmaceuticals, Inc.

11570 Sixth Street

Rancho Cucamonga, CA 91730	 	Lender:	 	East West Bank

475 Huntington Drive

San Marino, CA 91108
	

Guarantor:	
 	

International Medication Systems, Limited

c/o Amphastar Pharmaceuticals, Inc.

11570 Sixth Street

Rancho Cucamonga, CA 91730	
 	

 	
 	

 
	







        AMOUNT OF GUARANTY.     The amount of this Guaranty is unlimited.  


         CONTINUING UNLIMITED GUARANTY.    For good and valuable consideration, International Medication Systems, Limited
("Guarantor")
absolutely and unconditionally guarantees and promises to pay to East West Bank ("Lender") or its order, in legal tender of the United States of America, the Indebtedness (as that term is defined
below) of Amphastar Pharmaceuticals, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the
obligations of Guarantor are continuing.


        INDEBTEDNESS GUARANTEED.    The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to
Lender and is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created,
including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any
of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on
the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of
infancy, insanity, ultra vires, or otherwise. 


        DURATION OF GUARANTY.    This Guaranty will take effect when received by Lender without the necessity of any acceptance by
Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do
so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written
revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term
"new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined
or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any
extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are
contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after
Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate
this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not
affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other 







 



guaranties
of Borrower's Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless
provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness
covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of
this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness
remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00).


        GUARANTOR'S AUTHORIZATION TO LENDER.    Guarantor authorizes Lender, either before or after any revocation hereof,  without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth
above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter,
compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases
of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and
what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any
nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell,
transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. 


        GUARANTOR'S REPRESENTATIONS AND WARRANTIES.    Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request
of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any
agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not,
without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein;
(F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all
future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event
has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events,
or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose
to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. 


        GUARANTOR'S WAIVERS.    Except as prohibited by applicable law, Guarantor waives any right to require Lender to (A) make
any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or
non action taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any person, including Borrower, before
proceeding against Guarantor; (C) proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (D) apply any payments or
proceeds received 


2







 



against
the Indebtedness in any order; (E) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale;
(F) disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or (G) pursue any remedy
or course of action in Lender's power whatsoever. 


        Guarantor
also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person;
(I) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J) the application of proceeds of the Indebtedness by Borrower for purposes other than the
purposes understood and intended by Guarantor and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or
any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statute of limitations in any action under this Guaranty
or on the Indebtedness; or (M) any modification or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the
time payment of the
Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. 


        Guarantor
waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-judicial foreclosure
with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of
Civil Procedure or otherwise. 


        Guarantor
waives all rights and defenses that Guarantor may have because Borrower's obligation is secured by real property. This means among other things: (1) Lender may collect
from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (2) If Lender forecloses on any real property collateral pledged by Borrower:
(a) the amount of Borrower's obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.
(b) Lender may collect from Guarantor even if Lender, by forclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an
unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's obligation is secured by real property. These rights and defenses include, but are not limited to,
any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. 


        Guarantor
understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to which Guarantor might otherwise be entitled
under state and federal law. Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor further
understands and agrees that this Guaranty is a separate and independent contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all
Indebtedness is paid in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, or other person, and further, Guarantor waives
any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. 


        In
addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor
may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C.
section 547(b), or any successor provision of the Federal bankruptcy laws. 


        GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.    Guarantor warrants and agrees that each of the waivers set forth above is
made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is
determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. 



        SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.    Guarantor agrees that the Indebtedness of Borrower to Lender, whether now
existing or hereafter created, shall be superior to any 


3







 



claim
that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against
Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be
paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or
against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the
Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are
subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation
statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. 


        MISCELLANEOUS PROVISIONS.    The following miscellaneous provisions are a part of this Guaranty: 



        Amendments.  This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the
parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged
or bound by the alteration or amendment. 


        Attorneys' Fees; Expenses.  Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay
the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay
all court costs and such additional fees as may be directed by the court. 



        Caption Headings.  Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or
define the provisions of this Guaranty. 


        Governing Law.  This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the
State of California without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the State of California.



        Integration.  Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has
had the opportunity to be advised by Guarantor's attorney with respect to this
Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all
losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this
paragraph. 


        Interpretation.  In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the
singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is
executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs,
successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of
this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or
unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers
of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Guaranty. 



4







 




        Notices.  Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by
Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if
mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation
notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address
for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees
to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is
deemed to be notice given to all Guarantors. 


        No Waiver by Lender.  Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this
Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor
any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of
Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all
cases such consent may be granted or withheld in the sole discretion of Lender. 


        Successors and Assigns.  Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty
shall be binding upon and inure to the benefit of the parties, their successors and assigns. 



        Waive Jury.    Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or
Borrower against the other.




        CERTIFICATION OF ACCURACY.    Guarantor certifies under penalty of perjury that all financial documents provided to Lender,
which may include income statements, balance sheets, payable and receivable listings, inventory listings, rents rolls, and tax returns, are the most recent such documents prepared by Guarantor, that
they give a complete and accurate statement of the financial condition of Guarantor, as of the dates of such statements, and that no material change has occurred since such time, except as disclosed
to Lender in writing. Guarantor agrees to notify Lender immediately of the extent and character of any material adverse change in the Guarantor's financial condition. The financial documents shall
constitute continuing representations of Guarantor and shall be construed by Lender to be continuing statements of the financial condition of Guarantor and to be new and original statement of all
assets and liabilities of Guarantor with respect to each advance under the Indebtedness and every other transaction in which Guarantor or Borrower becomes obligated to Lender until Guarantor advises
Lender, to the contrary. The financial documents are being given to induce Lender to extend credit and Lender is relying upon such documents. Lender may verify with third parties any information
contained in financial documents delivered to Lender, obtain information from others, and ask and answer questions and requests seeking credit experience about the undersigned. 


        DEFINITIONS.    The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,
and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial
Code: 



        Borrower.  The word "Borrower" means Amphastar Pharmaceuticals, Inc. and includes all co-signers and
co-makers signing the Note. 


        Guarantor.  The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation
International Medication Systems, Limited. 



5







 




        Guaranty.  The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or
part of the Note. 


        Indebtedness.  The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this
Guaranty. 


        Lender.  The word "Lender" means East West Bank, its successors and assigns. 



        Note.  The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements
evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or
credit agreements. 


        Related Documents.  The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness. 




EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS
EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY".
NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 13, 2005.



	GUARANTOR:
	
INTERNATIONAL MEDICATION SYSTEMS, LIMITED
	
By:	
 	

/s/  JACK ZHANG      
Jack Zhang, President/C.E.O. of International Medication Systems, Limited	
 	
By:	
 	

/s/  DAVID W. NASSIF      
David Nassif, C.F.O of International Medication Systems, Limited




6








COMMERCIAL SECURITY AGREEMENT  



	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials

	$5,000,000.00	 	09-13-2005	 	10-01-2010	 	18700	 	 	 	N.D	 	8282	 	 




References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations. 



	Grantor:	 	Amphastar Pharmaceuticals, Inc.

11570 Sixth Street

Rancho Cucamonga, CA 91730	 	Lender:	 	East West Bank

475 Huntington Drive

San Marino, CA 91108
	







        THIS COMMERCIAL SECURITY AGREEMENT dated September 13, 2005 is made and executed between Amphastar Pharmaceuticals Inc. ("Grantor") and East West
Bank ("Lender").


        GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.



        COLLATERAL DESCRIPTION.    The word "Collateral" as used in this Agreement means the following described property, whether now
owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and
performance of all other obligations under the Note and this Agreement: 



        All Fixtures




        In
addition, the word "Collateral" as used in this Agreement means the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever
located: 



	(A)
	All
accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein, whether added now or later.



	(D)
	All
proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due from a
third party who has damaged or destroyed the Collateral or from that party's insurer, whether due to judgment, settlement or other process.



	(E)
	All
records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media,
together with all of Grantor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media. 




        Despite
any other provision of this Agreement, Lender is not granted, and will not have, a nonpurchase money security interest in household goods, to the extent such a security interest
would be prohibited by applicable law. In addition, if because of the type of Property, Lender is required to give a notice of the right to cancel under Truth in Lending for the Indebtedness, then
Lender will not have a security interest in such Collateral unless and until such a notice is given. 


        Some
or all of the Collateral may be located on the following describe real estate: 



        as shown on the exhibit name "Exhibit A"", attached hereto and incorporated herein by this reference.




        CROSS-COLLATERALIZATION.    In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus
interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or
unliquidated whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statue of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. 







 

        GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.    With respect to the Collateral, Grantor represents
and promises to Lender that: 



        Perfection of Security Interest.    Grantor agrees to take whatever actions are requested by Lender to perfect and continue
Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note
Lender's interest upon any and all chattel paper and instruments if not deliver to Lender for possession by Lender. This is continuing Security Agreement and will continue in effect even though all or
ay part of the Indebtedness is paid in full and even though for a period of time Grantor may not be indebted to Lender. 


        Notice to Lender.    Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as
Lender may designate from time to time) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) change in the management of the
Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion
of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No
change in Grantor's name or state of organization will take effect until after Lender has received notice. 


        No Violation.    The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to
which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement. 



        Enforceability of Collateral.    To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as
defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and
manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the
Collateral. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed concerning the
Collateral except those disclosed to Lender in writing. 


        Location of the Collateral.    Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral at
Grantor's address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties
and Collateral locations relating to Grantor's operations, including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor
is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. 



        Removal of the Collateral.    Except in the ordinary course of Grantor's business, Grantor shall not remove the Collateral from
its existing location without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. 


        Transactions Involving Collateral.    Except for inventory sold or accounts collected in the ordinary course of Grantor's
business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or
otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent
of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral
(for whatever reason) shall be held in trust for Lender and shall not be commingled with,any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other
disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. 


        Title.    Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and
clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the
security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons. 



2







 




        Repairs and Maintenance.    Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in
good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in
connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. 


        Inspection of Collateral.    Lender and Lender's designated representatives and agents shall have the right at all reasonable
times to examine and inspect the Collateral wherever located. 


        Taxes, Assessments and Liens.    Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or
operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest
any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole
opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security
satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorneys' fees or other charges that could accrue as a result of foreclosure or sale of
the Collateral. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional
obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been
paid in full and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation
to pay and so long as Lender's interest in the Collateral is not jeopardized. 


        Compliance with Governmental Requirements.    Grantor shall comply promptly with all laws, ordinances, rules and regulations of
all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all laws or regulations relating to the undue
erosion of highly-erodible land or relating to the conversion of wetlands for the production of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or
regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized. 


        Hazardous Substances.    Grantor represents and warrants that the Collateral never has been, and never will be so long as this
Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release
of any Hazardous Substance. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby
(1) releases and waives any
future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold
harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of the Indebtedness and the
satisfaction of this Agreement. 


        Maintenance of Casualty Insurance.    Grantor shall procure and maintain all risks insurance, including without limitation fire,
theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued
by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to
Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days' prior written notice to Lender and not including any disclaimer of the
insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,
omission or default of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender with such loss
payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to)
obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral. 



3







 




        Application of Insurance Proceeds.    Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lender may
make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by
Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, payor reimburse Grantor from
the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all
of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair
or restoration of the Collateral shall be used to prepay the Indebtedness. 



        Insurance Reserves.    Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which
reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least
equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve
funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by
Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor.
The responsibility for the payment of premiums shall remain Grantor's sole responsibility. 


        Insurance Reports.    Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance
showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In
addition, Grantor shall upon request by Lender (however not
more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral. 


        Financing Statements.    Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this
Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security
interest in the Property. This includes making sure Lender is shown as the first and only security interest holder on the title covering the Property. Grantor will pay all filing fees, title transfer
fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute documents necessary to
transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor changes Grantor's name or address, or the name or address of any person
granting a security interest under this Agreement changes, Grantor will promptly notify the Lender of such change. 




        GRANTOR'S RIGHT TO POSSESSION.    Until default, Grantor may have possession of the tangible personal property and beneficial
use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not
apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. If Lender at any time has possession of any
Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that
purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to
be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain
any security interest given to secure the Indebtedness. 


        LENDER'S EXPENDITURES.    If any action or proceeding is commenced that would materially affect Lender's interest in the
Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor
is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, 


4







 



including
but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (8) be
added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or
(2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts.
Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. 


        DEFAULT.    Each of the following shall constitute an Event of Default under this Agreement: 



        Payment Default.    Grantor fails to make any payment when due under the Indebtedness. 


        Other Defaults.    Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in
this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. 


        False Statements.    Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf
under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 


        Defective Collateralization.    This Agreement or any of the Related Documents ceases to be in full force and effect (including
failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 


        Insolvency.    The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the
appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Grantor. 


        Creditor or Forfeiture Proceedings.    Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any
of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond
for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 


        Events Affecting Guarantor.    Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or
Guarantor dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. 



        Adverse Change.    A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment
or performance of the Indebtedness is impaired. 


        Cure Provisions.    If any default, other than a default in payment is curable and if Grantor has not been given a notice of a
breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after receiving written notice from Lender demanding cure of such default:
(1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole
discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 




        RIGHTS AND REMEDIES ON DEFAULT.    If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have
all the rights of a secured party under the California Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: 


5







 

        Accelerate Indebtedness.    Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be
required to pay, immediately due and payable, without notice of any kind to Grantor. 


        Assemble Collateral.    Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all
certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender.
Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the
time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after
repossession. 


        Sell the Collateral.    Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds
thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private
sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an agreement waiving
that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All
expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of
the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. 


        Appoint Receiver.    Lender shall have the right to have a receiver appointed to take possession of all or any part of the
Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Rents from the Collateral and apply the proceeds, over
and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not
the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 


        Collect Revenues, Apply Accounts.    Lender, either itself or through a receiver, may collect the payments, rents, income, and
revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and
revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists
of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for,
foreclose, or realize
on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of
mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to
payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. 



        Obtain Deficiency.    If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for
any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for a
deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. 


        Other Rights and Remedies.    Lender shall have all the rights and remedies of a secured creditor under the provisions of the
Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or
otherwise. 



6







 




        Election of Remedies.    Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced
by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect
Lender's right to declare a default and exercise its remedies. 




        MISCELLANEOUS PROVISIONS.    The following miscellaneous provisions are a part of this Agreement: 



        Amendments.    This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the
parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be
charged or bound by the alteration or amendment. 


        Attorneys' Fees; Expenses.    Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay
the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all
court costs and such additional fees as may be directed by the court. 


        Caption Headings.    Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or
define the provisions of this Agreement. 


        Governing Law.    This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the
State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California.


        Preference Payments.    Any monies Lender pays because of an asserted preference claim in Grantor's bankruptcy will become a
part of the Indebtedness and, at Lender's option, shall be payable by Grantor as provided in this Agreement. 


        No Waiver by Lender.    Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this
Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,
nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of
Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in
all cases such consent may be granted or withheld in the sole discretion of Lender. 



        Notices.    Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States
mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this
Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed
at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to
all Grantors. 


        Power of Attorney.    Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the
purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may
at any time, and without further authorization from Grantor, file a carbon, photographic or other 



7







 




reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection
of Lender's security interest in the Collateral. 


        Waiver of Co-Obligor's Rights.    If more than one person is obligated for the Indebtedness, Grantor irrevocably
waives, disclaims and relinquishes all claims against such other person which Grantor has
or would otherwise have by virtue of payment of the Indebtedness or any part thereof, specifically including but not limited to all rights of indemnity, contribution or exoneration. 


        Severability.    If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by
law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. 


        Successors and Assigns.    Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement
shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to
Grantor, may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or
liability under the Indebtedness. 


        Survival of Representations and Warranties.    All representations, warranties, and agreements made by Grantor in this Agreement
shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. 


        Time is of the Essence.    Time is of the essence in the performance of this Agreement. 



        Waive Jury.    All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party
against any other party.




        DEFINITIONS.    The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,
and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform
Commercial Code: 



        Agreement.    The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be
amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. 


        Borrower.    The word "Borrower" means Amphastar Pharmaceuticals, Inc. and includes all co-signers and
co-makers signing the Note. 


        Collateral.    The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described
in the Collateral Description section of this Agreement. 


        Default.    The word "Default" means the Default set forth in this Agreement in the section titled "Default". 


        Environmental Laws.    The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and
ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety
Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. 



8







 




        Event of Default.    The words "Event of Default" mean any of the events of default set forth in this Agreement in the default
section of this Agreement. 


        Grantor.    The word "Grantor" means Amphastar Pharmaceuticals, Inc.. 



        Guarantor.    The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. 


        Guaranty.    The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or
part of the Note. 


        Hazardous Substances.    The words "Hazardous Substances" mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any
fraction thereof and asbestos. 


        Indebtedness.    The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all
principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. Specifically, without
limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement. 


        Lender.    The word "Lender" means East West Bank, its successors and assigns. 


        Note.    The word "Note" means the Note executed by Amphastar Pharmaceuticals, Inc. in the principal amount of
$5,000,000.00 dated September 13, 2005, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. 


        Property.    The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the
"Collateral Description" section of this Agreement. 


        Related Documents.    The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in
connection with the Indebtedness. 




        GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER 13,
2005.



	GRANTOR:
	
AMPHASTAR PHARMACEUTICALS INC.
	
By:	
 	

/s/  JACK ZHANG      
Jack Zhang, President/C.E.O. of Amphastar Pharmaceuticals, Inc.	
 	
By:	
 	

/s/  DAVID W. NASSIF      
David Nassif, C.F.O of Amphastar Pharmaceuticals, Inc.




9









RECORDATION REQUESTED BY:  



East West Bank

475 Hunting Drive

San Marino, CA 91108  




WHEN RECORDED MAIL TO:
  



East West Bank

475 Hunting Drive

San Marino, CA 91108  



        FOR RECORDER'S USE ONLY  


 DEED OF TRUST  


        THIS DEED OF TRUST is dated September 13, 2005, among Amphastar Pharmaceuticals Inc., a California corporation ("Trustor"); East West Bank, whose
address is 475 Hunting Drive, San Marino, CA 91108 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and EAST WEST INVESTMENT INC., A CALIFORNIA CORPORATION, whose
address is 415 HUNTING DRIVE, SAN MARINO, CA 91108 (referred to below as "Trustee").  


         CONVEYANCE AND GRANT.    For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee
in trust, with
power of sale, for the benefit of lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property, together with all existing
or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and
appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property,
including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in San Bernardino County, State of California:  



        See Exhibit "A", which is attached to this Deed of Trust and made a part of this Deed of trust as if fully set forth herein.




        The Real Property or its address is commonly known as 11530 6th Street, Rancho Cucamonga, CA. The Assessor's Parcel Number for the Real Property is
0229-262-37-0-000


        Trustor
presently assigns to Lender (also know as Beneficiary in this Deed of Trust) all of the Trustor's right, title, and interest in and to all present and future leases of the
Property and all Rents from the Property. This is an absolute assignment of Rents made in connection with an obligation secured by real property pursuant to California Civil Code Section 2938.
In addition, Trustor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents.



        THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS IS GIVEN TO SECURE (A) PAYMENT OF THE
INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED FOR TRUST. THIS DEED FOR TRUST IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:


        PAYMENT AND PERFORMANCE.    Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured
by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor's obligations under the Note, this Deed of Trust, and the Related Documents. 



        POSSESSION AND MAINTENANCE OF THE PROPERTY.    Trustor agrees that Trustor's possession and use of the Property shall be
governed by the following provisions: 



        Possession and Use.    Until the occurrence of the Even of Default, Trustor may (1) remain in possession and control of
the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. 








 

        Duty to Maintain.    Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements,
and maintenance necessary to preserve its value. 


        Compliance With Environmental Laws.    Trustor represents and warrants to Lender that: (1) During the period of Trustor's
ownership of the Property, there is been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from
the Property; (2) Trustor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach of any
Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of Hazardous Substances on, under, about or from the Property by any prior
owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to
and acknowledged by Lender in writing; (a) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property; and (b) any such activity shall be conducted in
compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon
the Property to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or
tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other persons. The
representations and warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous Substances. Trustor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust
or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Trustor's ownership or interest in the Property, whether or not the same
was or should have been known to Trustor. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction
and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise.



        Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to
the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, or grant to any other party the right to remove, any timber, minerals (including
oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent.



        Removal of Improvements.    Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior
written consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least
equal value. 


        Lender's Right to Enter.    Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable
times to attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of this Deed of Trust. 


        Compliance with Governmental Requirements.    Trustor shall promptly comply with all laws, ordinances, and regulations, now or
hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Trustor may contest in good
faith any such law, ordinance, or regulation and 



2







 




withhold
compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's
interests in the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. 



        Duty to Protect.    Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other acts, in
addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. 




        DUE ON SALE—CONSENT BY LENDER.    Lender may, at Lender's option, declare immediately due and payable all sums
secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer"
means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed,
installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any
beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Trustor is a corporation, partnership
or limited liability company, transfer also includes any change in ownership of more than fifty percent (50%) of the voting stock, partnership interests or limited liability company interests, as the
case may be, of such Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. 



        TAXES AND LIENS.    The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: 



        Payment.    Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special
taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered
or material furnished to the Property. Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of
taxes and assessments not due and except as otherwise provided in this Deed of Trust. 


        Right to Contest.    Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over
the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within fifteen (15) days after the
lien arises or, if a lien is filed, within fifteen (15) days after Trustor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a
sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a
result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall
name Lender as an additional obligee under any surety bond furnished in the contest proceedings. 


        Evidence of Payment.    Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments
and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. 



        Notice of Construction.    Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any
services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, 



3







 




services,
or materials and the cost exceeds $25,000.00. Trustor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Trustor can and will pay the cost of such
improvements. 




        PROPERTY DAMAGE INSURANCE.    The following provisions relating to insuring the Property are a part of this Deed of Trust. 



        Maintenance of Insurance.    Trustor shall procure and maintain policies of fire insurance with standard extended coverage
endorsements on a replacement basis for the full insurable value covering all
Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Trustor shall also procure and
maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies.
Additionally, Trustor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Notwithstanding the
foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of the improvements on the Real Property. Policies shall be written in form, amounts,
coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender, will deliver to Lender from time to time the
policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written
notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Trustor or any
other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain
Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the
loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such
insurance for the term of the loan. 


        Application of Proceeds.    Trustor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of
repair or replacement exceeds $25,000.00. Lender may make proof of loss if Trustor fails to do so within fifteen (15) days of the casualty. If in Lender's sole judgment Lender's security
interest in the Property has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of
any lien affecting the Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Trustor shall repair or replace the damaged or destroyed
Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, payor reimburse Trustor from the proceeds for the reasonable cost of repair or restoration
if Trustor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or
restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal
balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests may appear. 



        Trustor's Report on Insurance.    Upon request of Lender, however not more than once a year, Trustor shall furnish to Lender a
report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then
current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Trustor shall, upon request of Lender, have an 



4







 




independent
appraiser satisfactory to Lender determine the cash value replacement cost of the Property. 




        TAX AND INSURANCE RESERVES.    Subject to any limitations set by applicable law, Lender may require Trustor to maintain with
Lender reserves for payment of annual taxes, assessments, and insurance premiums, which reserves shall be created by advance payment or monthly payments of a sum estimated by Lender to be sufficient
to produce, amounts at least equal to the taxes, assessments, and insurance premiums to be paid. The reserve funds shall be held by Lender as a general deposit from Trustor, which Lender may satisfy
by payment of the taxes, assessments, and insurance premiums required to be paid by Trustor as they become due. Lender shall have the right to draw upon the reserve funds to pay such items, and Lender
shall not be required to determine the validity or accuracy of any item before paying it. Nothing in the Deed of Trust shall be construed as requiring Lender to advance other monies for such purposes,
and Lender shall not incur any liability for anything it may do or omit to do with respect to the reserve account. Subject to any limitations set by applicable law, if the reserve funds disclose a
shortage or deficiency, Trustor shall pay such shortage or deficiency as required by Lender. All amounts in the reserve account are hereby pledged to further secure the Indebtedness, and Lender is
hereby authorized to withdraw and apply such amounts on the Indebtedness upon the occurrence of an Event of Default. Lender shall not be required to pay any interest or earnings on the reserve funds
unless required by law or agreed to by Lender in writing. Lender does not hold the reserve funds in trust for Trustor, and Lender is not Trustor's agent for payment of the taxes and assessments
required to be paid by Trustor. 


        LENDER'S EXPENDITURES.    If any action or proceeding is commenced that would materially affect Lender's interest in the
Property or if Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to discharge or pay when due any amounts
Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Trustor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring,
maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Trustor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance
of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term
of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in
addition to all other rights and remedies to which Lender may be entitled upon Default. 


        WARRANTY; DEFENSE OF TITLE.    The following provisions relating to ownership of the Property are a part of this Deed of Trust: 



        Title.    Trustor warrants that: (a) Trustor holds good and marketable title of record to the Property in fee simple,
free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and
accepted by, Lender in connection with this Deed of Trust, and (b) Trustor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. 


        Defense of Title.    Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the
Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the interest of Trustee or Lender under this Deed of Trust,
Trustor shall defend the action at Trustor's expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the 



5







 




proceeding
and to be represented in the proceeding by counsel of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to
time to permit such participation. 


        Compliance With Laws.    Trustor warrants that the Property and Trustor's use of the Property complies with all existing
applicable laws, ordinances, and regulations of governmental authorities. 


        Survival of Representations and Warranties.    All representations, warranties, and agreements made by Trustor in this Deed of
Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Trustor's Indebtedness shall be paid
in full. 




        CONDEMNATION.    The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this
Deed of Trust: 



        Proceedings.    If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, Trustor shall
promptly notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the action and obtain the award. Trustor may be the nominal party in any such
proceeding, but Lender shall be entitled, at its election, to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to
be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. 


        Application of Net Proceeds.    If any award is made or settlement entered into in any condemnation proceedings affecting all or
any part of the Property or by any proceeding or purchase in lieu of condemnation, Lender may at its election, and to the extent permitted by law, require that all or any portion of the award or
settlement be applied to the Indebtedness and to the repayment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation proceedings. 




        IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES.    The following provisions relating to governmental taxes,
fees and charges are a part of this Deed of Trust: 



        Current Taxes, Fees and Charges.    Upon request by Lender, Trustor shall execute such documents in addition to this Deed of
Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Trustor shall reimburse Lender for all taxes, as described below, together with
all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this
Deed of Trust. 


        Taxes.    The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed
of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Trustor which Trustor is authorized or required to deduct from payments on the
Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any
portion of the Indebtedness or on payments of principal and interest made by Trustor. 



        Subsequent Taxes.    If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this
event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (1) pays
the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other
security satisfactory to Lender. 



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        SECURITY AGREEMENT; FINANCING STATEMENTS.    The following provisions relating to this Deed of Trust as a security agreement are
a part of this Deed of Trust: 



        Security Agreement.    This instrument shall constitute a Security Agreement to the extent any of the Property constitutes
fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. 


        Security Interest.    Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue
Lender's security interest in the Rents. Trustor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. 


        Addresses.    The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the
security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. 




        FURTHER ASSURANCES; ATTORNEY-IN-FACT.    The following provisions relating to further assurances and
attorney-in-fact are a part of this Deed of Trust: 



        Further Assurances.    At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or
will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times
and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements,
instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve
(1) Trustor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens
on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor shall reimburse Lender for all costs and expenses
incurred in connection with the matters referred to in this paragraph. 


        Attorney-in-Fact.    If Trustor falls to do any of the things referred to in the preceding paragraph,
Lender may do so for and in the name of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney-in-fact for the
purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the
preceding paragraph. 




        FULL PERFORMANCE.    If Trustor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon
Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Trustor suitable statements of termination of any
financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance. 


        EVENTS OF DEFAULT.    Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: 



        Payment Default.    Trustor fails to make any payment when due under the Indebtedness. 


        Other Defaults.    Trustor fails to comply with or to perform any other term, obligation, covenant or condition contained in
this Deed of Trust or in any of the Related Documents or to 



7







 




comply
with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Trustor. 



        Compliance Default.    Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust,
the Note or in any of the Related Documents. 


        Default on Other Payments.    Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or
insurance, or any other payments necessary to prevent filing of or to effect discharge of any lien. 


        False Statements.    Any warranty, representation or statement made or furnished to Lender by Trustor or on Trustor's behalf
under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 


        Defective Collateralization.    This Deed of Trust or any of the Related Documents ceases to be in full force and effect
(including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 


        Insolvency.    The dissolution or termination of Trustor's existence as a going business, the insolvency of Trustor, the
appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Trustor. 


        Creditor or Forfeiture Proceedings.    Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of
Trustor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond
for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 


        Breach of Other Agreement.    Any breach by Trustor under the terms of any other agreement between Trustor and Lender that is
not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Trustor to Lender, whether existing now or later. 



        Events Affecting Guarantor.    Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or
any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall
not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. 


        Adverse Changes.    A material adverse change occurs in Trustor's financial condition, or Lender believes the prospect of
payment or performance of the Indebtedness is impaired. 


        Right to Cure.    If any default, other than a default in payment is curable and if Trustor has not been given a notice of a
breach of the same provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Trustor, after receiving written notice from Lender demanding cure of such
default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's
sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 



8







 





        RIGHTS AND REMEDIES ON DEFAULT.    If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or
Lender may exercise any one or more of the following rights and remedies: 



        Election of Remedies.    Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election
to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not affect Lender's right to declare a default and
exercise its remedies. 


        Foreclosure by Sale.    Upon the Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by
this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale or written notice of default and of election to cause to be sold the
Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall
deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time as may be required by
law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at all time and place
fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United
States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone
such sale by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but
without any covenant or warranty, express or implied. The recitals in such deed or any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or
Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the
proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured
hereby; and the remainder, if any, to the person or persons legally entitled thereto. 


        Judicial Foreclosure.    With respect to all or any part of the Real Property, Lender shall have the right in lieu of
foreclosure by power of sale to foreclosure by judicial foreclosure in accordance with and to the full extent provided by California law. 



 UCC Remedies.  


        Collect Rents.    Lender shall have the right, without notice to Trustor to take possession of and manage the Property and
collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any
tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's
attorney-in-fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other
users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights
under this subparagraph either in person, by agent, or through a receiver. 


        Appoint Receiver.    Lender shall have the right to have a receiver appointed to take possession of all or any part of the
Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above
the cost of the receivership, against the Indebtedness. The receiver 



9







 




may
serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial
amount. Employment by Lender shall not disqualify a person from serving as a receiver. 


        Tenancy at Sufferance.    If Trustor remains in possession of the Property after the Property is sold as provided above or
Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's
option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. 


        Other Remedies.    Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. 



 Notice of Sale.  


        Sale of the Property.    To the extent permitted by applicable law, Trustor hereby waives any and all rights to have the
Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender
shall be entitled to bid at any public sale on all or any portion of the Property. 


        Attorneys' Fees; Expenses.    If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender
shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited
by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the
Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject
to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees
for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other sums provided by law. 


        Rights of Trustee.    Trustee shall have all of the rights and duties of Lender as set forth in this section. 




        POWERS AND OBLIGATIONS OF TRUSTEE.    The following provisions relating to the powers and obligations of Trustee are part of
this Deed of Trust: 



        Powers of Trustee.    In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the
following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of
streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting
this Deed of Trust or the interest of Lender under this Deed of Trust. 


        Obligations to Notify.    Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed
or lien, or of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee. 



        Trustee.    Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and
remedies set forth above, with respect to all or any part of the Property, 



10







 




the
Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent
provided by applicable law. 


        Successor Trustee.    Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed
under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of San Bernardino County, State of California. The instrument shall contain, in
addition to all other matters required by state law, the names of the original Lender, Trustee, and Trustor, the book and page where this Deed of Trust is recorded, and the name and address of the
successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor trustee, without conveyance of the Property, shall succeed to all the
title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for
substitution. 


        Acceptance by Trustee.    Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public
record as provided by law. 




        NOTICES.    Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when
actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the
United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Trustor requests that copies of any notices
of default and sale be directed to Trustor's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed
of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Trustor's current address.
Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trustor is deemed to be notice given to all Trustors. 


        STATEMENT OF OBLIGATION FEE.    Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the
statement of obligation as provided by Section 2943 of the Civil Code of California. 


        MISCELLANEOUS PROVISIONS.    The following miscellaneous provisions are a part of this Deed of Trust: 



        Amendments.    This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of
the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought
to be charged or bound by the alteration or amendment. 


        Annual Reports.    If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender, upon
request, a certified statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall
mean all cash receipts from the' Property less all cash expenditures made in connection with the operation of the Property. 


        Caption Headings.    Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to
interpret or define the provisions of this Deed of Trust. 



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        Merger.    There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in
the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. 


        Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
California without regard to its conflicts of law provisions. This Deed of Trust has been accepted by Lender in the State of California.



        No Waiver by Lender.    Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is
given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision
of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior
waiver by Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or of any of Trustor's obligations as to any future transactions, Whenever
the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 


        Severability.    If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or
unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required
by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this Deed of Trust. 


        Successors and Assigns.    Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed
of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Trustor, Lender, without notice
to Trustor, may deal with Trustor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed
of Trust or liability under the Indebtedness. 


        Time is of the Essence.    Time is of the essence in the performance of this Deed of Trust. 


        Waive Jury. All parties to this Deed of Trust hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any
other party.




        DEFINITIONS.    The following capitalized words and terms shall have the following meanings when used in this Deed of Trust.
Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the
Uniform Commercial Code: 



        Beneficiary.    The word "Beneficiary" means East West Bank, and its successors and assigns. 



        Borrower.    The word "Borrower" means Amphastar Pharmaceuticals, Inc. and includes all co-signers and
co-makers signing the Note. 



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        Deed of Trust.    The words "Deed of Trust" mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without
limitation all assignment and security interest provisions relating to the Personal Property and Rents. 



        Default.    The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default". 


        Environmental Laws.    The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and
ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety
Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. 


        Event of Default.    The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the
events of default section of this Deed of Trust. 


        Guarantor.    The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. 



        Guaranty.    The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or
part of the Note. 


        Hazardous Substances.    The words "Hazardous Substances" mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any
fraction thereof and asbestos.



        Improvements.    The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed
on the Real Property, facilities, additions, replacements and other construction on the Real Property. 


        Indebtedness.    The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the
Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by
Lender to discharge Trustor's obligations or expenses incurred by Trustee or Lender to enforce Trustor's obligations under this Deed of Trust, together with interest on such amounts as provided in
this Deed of Trust. 


        Lender.    The word "Lender" means East West Bank, its successors and assigns. 


        Note.    The word "Note" means the promissory note dated September 13, 2005, in the original
principal amount of $5,000,000.00 from Trustor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions
for the promissory note or agreement. NOTICE TO TRUSTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.


        Property.    The word "Property" means collectively the Real Property. 



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        Real Property.    The words "Real Property" mean the real property, interests and rights, as further described in this Deed of
Trust. 


        Related Documents.    The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in
connection with the Indebtedness. 


        Rents.    The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, and other
benefits derived from the Property together with the cash proceeds of the Rents. 


        Trustee.    The word "Trustee" means EAST WEST INVESTMENT INC., A CALIFORNIA CORPORATION, whose address is 415 HUNTINGTON
DRIVE, SAN MARINO, CA 91108 and any substitute or successor trustees. 


        Trustor.    The word "Trustor" means Amphastar Pharmaceuticals, Inc.. 




        TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS, INCLUDING THE VARIABLE RATE PROVISIONS OF THE NOTE
SECURED BY THIS DEED OF TRUST.  


TRUSTOR:  


AMPHASTAR PHARMACEUTICALS, INC.  



	By:	 	/s/ JACK ZHANG
Jack Zhang, President/C.E.O. of Amphastar Pharmaceuticals Inc.
	
By:	
 	
/s/ DAVID W. NASSIF
David Nassif, C.F.O of Amphastar Pharmaceuticals, Inc.




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Exhibit 10.31