July 25, 2005

Paramount Acquisition Corp.
787 7th Avenue, 48th Floor
New York, New York 10019

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

          Re:  Initial Public Offering

Gentlemen:

          The undersigned stockholder and director of Paramount Acquisition
Corp. ("Company"), in consideration of EarlyBirdCapital, Inc. ("EBC") entering
into a letter of intent ("Letter of Intent") to underwrite an initial public
offering of the securities of the Company ("IPO") and embarking on the IPO
process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 12 hereof):

          1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

          2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will (i) cause
the Trust Fund (as defined in the Letter of Intent) to be liquidated and
distributed to the holders of IPO Shares and (ii) take all reasonable actions
within his power to cause the Company to liquidate as soon as reasonably
practicable. The undersigned hereby waives any and all right, title, interest or
claim of any kind in or to any distribution of the Trust Fund and any remaining
net assets of the Company as a result of such liquidation with respect to his
Insider Shares ("Claim") and hereby waives any Claim the undersigned may have in
the future as a result of, or arising out of, any contracts or agreements with
the Company and



Paramount Acquisition Corp.
EarlyBirdCapital, Inc.
July 25, 2005
Page 2

will not seek recourse against the Trust Fund for any reason whatsoever.

          3. In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire an operating business, until the
earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be an
officer or director of the Company, subject to any pre-existing fiduciary and
contractual obligations the undersigned might have.

          4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

          5. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate ("Affiliate") of the undersigned will be entitled
to receive and will not accept any compensation for services rendered to the
Company prior to the consummation of the Business Combination; provided that the
undersigned shall be entitled to reimbursement from the Company for his
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.

          6. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

          7. The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.

          8. The undersigned agrees to be a Director of the Company until the
earlier of the consummation by the Company of a Business Combination or the
liquidation of the Company. The undersigned's biographical information furnished
to the Company and EBC and attached hereto as Exhibit A is true and accurate in
all respects, does not omit any material information with respect to the
undersigned's background and contains all of the information required to be
disclosed pursuant to Item 401 of



Paramount Acquisition Corp.
EarlyBirdCapital, Inc.
July 25, 2005
Page 3

Regulation S-K, promulgated under the Securities Act of 1933. The undersigned's
Questionnaire furnished to the Company and EBC and annexed as Exhibit B hereto
is true and accurate in all respects. The undersigned represents and warrants
that:

     (a) he is not subject to, or a respondent in, any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

     (b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

     (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

          9. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as a Director of the Company.

          10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to EBC and its legal representatives
or agents (including any investigative search firm retained by EBC) any
information they may have about the undersigned's background and finances
("Information"). Neither EBC nor its agents shall be violating the undersigned's
right of privacy in any manner in requesting and obtaining the Information and
the undersigned hereby releases them from liability for any damage whatsoever in
that connection.

          11. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The undersigned hereby (i) agrees
that any action, proceeding or claim against him arising out of or relating in
any way to this letter agreement (a "Proceeding") shall be brought and enforced
in the courts of the State of New York of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in



Paramount Acquisition Corp.
EarlyBirdCapital, Inc.
July 25, 2005
Page 4

any Proceeding. If for any reason such agent is unable to act as such, the
undersigned will promptly notify the Company and EBC and appoint a substitute
agent acceptable to each of the Company and EBC within 30 days and nothing in
this letter will affect the right of either party to serve process in any other
manner permitted by law.

          12. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business; (ii) "Insiders" shall
mean all officers, directors and stockholders of the Company immediately prior
to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock
of the Company owned by an Insider prior to the IPO; and (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO.

                                       Arie Belldegrun
                                       ----------------------------------------
                                       Print Name of Insider


                                       /s/ Arie Belldegrun
                                       -----------------------------------------
                                       Signature



EXHIBIT A

     ARIE BELLDEGRUN, M.D. has been a member of our board of directors since our
inception. He has served as professor of urology since 1994, and chief of the
division of urologic oncology since 1996, at the David Geffen School of Medicine
at the University of California, Los Angeles (UCLA), whose faculty he first
joined in 1988. He has also held the Roy and Carol Doumani Chair in urologic
oncology at UCLA since 2000. Prior to UCLA, Dr. Belldegrun served as a research
fellow in surgical oncology at the National Cancer Institute/NIH from 1985 to
1988. He is certified by the American Board of Urology and is a Fellow of the
American College of Surgeons. Dr. Belldegrun is on the scientific boards of
several biotechnology and pharmaceutical companies and serves as a reviewer for
many medical journals and granting organizations. In addition to holding several
patents, Dr. Belldegrun is the author of several books on prostate and kidney
cancers, and has written over 350 scientific publications with an emphasis on
urologic oncology, particularly kidney, prostate and bladder cancers. He is the
founder of Agensys, Inc., a company focused on the development of fully human
monoclonal antibodies to treat solid tumor cancers based on Agensys' propriety
targets. Dr. Belldegrun served as founding chairman of Agensys from 1997 to 2002
and has served on the board of directors and as a consultant since that time.
Dr. Belldegrun has served on the board of directors of Hana Biosciences, Inc.
since April 2004. Dr. Belldegrun also is vice chairman of the board of directors
and chairman of the Scientific Advisory Board of Cougar Biotechnology, Inc., a
private company that was established to in-license and develop early clinical
stage drugs, with a specific focus on the field of oncology. Dr. Belldegrun
received a B.S. and a M.D. from Hebrew University Hadassah Medical School in
Jerusalem. He completed his post training at the Weizmann Institute of Science
and his residency in urology at Harvard Medical School.