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                                                                    EXHIBIT 10.7

                             FIRST AMENDMENT TO THE
                             U.S. PRODUCT AGREEMENT

     THIS FIRST AMENDMENT to the U.S. Product Agreement, dated as of the 27th
day of February, 2006 ("First Amendment") is made and entered into by and
between Sanofi-Aventis U.S. LLC (formerly Hoechst Marion Roussel, Inc.), a U.S.
company ("Sanofi-Aventis US"), Sanofi-Aventis Deutschland GmbH (formerly Hoechst
Marion Roussel Deutschland GmbH), a German company ("SAD"), and King
Pharmaceuticals, Inc., a U.S. company ("King") (Sanofi-Aventis, SAD and King may
be referred to herein individually as a "Party" and collectively as the
"Parties"). Capitalized terms used in this First Amendment shall have the
meanings ascribed to them in the U.S. Product Agreement among the Parties dated
December 17, 1998, as supplemented by that certain Addendum dated June 30, 2000
(the "Product Agreement") unless otherwise expressly set forth herein.

                                    RECITALS

     WHEREAS, on December 17, 1998, Sanofi-Aventis, SAD and King entered into
the Product Agreement whereby Sanofi-Aventis and SAD granted certain rights to
Ramipril in the U.S. Territory to King; and

     WHEREAS, the Parties wish to amend certain provisions of the Product
Agreement relating to its term and to improvements; and

     WHEREAS, simultaneously with this First Amendment, SAD and King are
entering into an Amended and Restated U.S. Product Manufacturing Agreement, of
even date herewith, to effectuate certain additional modifications contemplated
by the Parties;

     NOW, THEREFORE, pursuant to Section 11.2(b) of the Product Agreement,
Sanofi-Aventis, SAD and King agree to the terms and conditions of this First
Amendment as follows:

     1.   All references in the Product Agreement to "HMRI" or "Hoechst Marion
          Roussel, Inc." shall be replaced with "Sanofi-Aventis US" or
          "Sanofi-Aventis U.S. LLC," respectively; all references in the Product
          Agreement to "HMR GmbH" or "Hoechst Marion Roussel Deutschland GmbH"
          shall be replaced with "SAD" and "Sanofi-Aventis Deutschland GmbH",
          respectively; and all references in the Product Agreement to "HMR" (by
          which HMR and HMR GmbH are referred collectively in the Product
          Agreement) shall be replaced with "Sanofi-Aventis".

     2.   Article I of the Product Agreement shall be amended by adding new
          Sections 1.10(a), 1.12(a), 1.21(a), 1.21(b), 1.26(a) and 1.32(a) as
          follows:

                         1.10(a) "Developed Data Agreement" shall mean that
               certain agreement relating to a Ramipril/HCT combination product
               being negotiated between SAD and King as of the date of execution
               of the First Amendment to this Agreement.


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                         1.12(a) "Exclusivity Term" shall mean the term
               beginning on December 17, 1998 and continuing until the later to
               occur of (i) the Compound Patent Expiration Date or (ii) the
               Pediatric Extension Expiration Date.

                         1.21(a) "Licensed Combination Product" shall mean a
               Licensed Product that contains Ramipril as one of its active
               ingredients and contains at least one additional active
               ingredient.

                         1.21(b) "Licensed Mono-Product" shall mean a Licensed
               Product that contains Ramipril as its sole active ingredient.

                         1.26(a) "Pediatric Extension Expiration Date" shall
               mean the date of expiration of any pediatric exclusivity
               extension that may be granted by the FDA to King for Licensed
               Mono-Product, provided that in no event will such date extend
               beyond April 30, 2009.

                         1.32(a) "Third Party" or "Third Parties" shall mean any
               person other than Sanofi-Aventis US, SAD and King.

                         1.33 "U.S. Product Manufacturing Agreement" shall mean
               the Amended and Restated U.S. Product Agreement entered into by
               the parties of even date with the First Amendment to this
               Agreement.

     3.   All references in the Product Agreement to "third party" or "third
          parties" shall be replaced with "Third Party" or "Third Parties".

     4.   Section 2.1 of the Product Agreement shall be amended by deleting
          Section 2.1 in its entirety and replacing in its stead the following:

                    2.1  Patent Rights and Schering Patent Rights.

                         (a)  Patent Rights.

                              (i) During Exclusivity Term. Sanofi-Aventis hereby
               grants to King an exclusive (including as to Sanofi-Aventis,
               except as reserved in Section 2.3) license in the U.S. Territory
               with the right to grant sublicenses in the U.S. Territory (upon
               prior written approval of Sanofi-Aventis) under the Patent Rights
               to make and have made Licensed Products from ramiprilat and, in
               finished product form, from ramipril in Bulk Form supplied by
               SAD, use (subject to Section 2.6), sell and have sold the
               Licensed Product in the Field of Use until the end of the
               Exclusivity Term.

                              (ii) After Exclusivity Term. Effective immediately
               upon the expiration of the Exclusivity Term, Sanofi-Aventis
               hereby grants to King the following:


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                                   (A) Licensed Mono-Product. A license that is
               exclusive with the right to grant sublicenses in the U.S.
               Territory (upon prior written approval of Sanofi-Aventis) under
               the Patent Rights to make, have made, use (subject to Section
               2.6), sell and have sold the Licensed Mono-Products in the Field
               of Use for the remaining term of this Agreement.

                                   (B) Licensed Combination Products. A license
               that is exclusive against Third Parties but non-exclusive as to
               Sanofi-Aventis in the U.S. Territory with the right to grant
               sublicenses in the U.S. Territory (upon prior written approval of
               Sanofi-Aventis) under the Patent Rights to make, have made, use
               (subject to Section 2.6), sell and have sold the Licensed
               Combination Products in the Field of Use for the remaining term
               of this Agreement. For the sake of clarity, Sanofi-Aventis shall
               be entitled to make, have made, use, sell, have sold, develop or
               have developed Licensed Combination Products in the U.S.
               Territory after the end of the Exclusivity Term, subject to the
               last sentence of Section 8.2(c). For the sake of further clarity,
               in the event the Developed Data Agreement is executed,
               Sanofi-Aventis' right to make, have made, use, sell, have sold,
               develop or have developed "licensed products" (as such term is
               defined in the Developed Data Agreement), will be subject to the
               terms of the Developed Data Agreement, including without
               limitation any exclusive rights granted to King thereunder.

                                   (C) Development and Commercialization by
               Sanofi-Aventis. For the sake of clarity, the parties acknowledge
               and agree that, after the Exclusivity Term, Sanofi-Aventis shall
               not grant an out-license except to Third Parties who are parties
               to a collaboration agreement with Sanofi-Aventis to jointly
               develop or jointly market Licensed Combination Products, and
               shall not grant any such license or other right to any Third
               Party to enable or permit such Third Party to commercialize any
               Licensed Combination Product independent of Sanofi-Aventis.

                              (iii) The grant of rights to King under this
               Section 2.1(a) is subject to the reservation of rights by
               Sanofi-Aventis in Section 2.3.

                         (b)  Schering Patent Rights.

                              (i) During Exclusivity Term. Sanofi-Aventis hereby
               grants to King an exclusive (including as to Sanofi-Aventis,
               except as reserved in Section 2.3) sublicense in the U.S.
               Territory with the right to grant sublicenses in the U.S.
               Territory (upon prior written approval of Sanofi-Aventis) under
               the Schering Patent Rights with respect to Ramipril to make and
               have made Licensed Products from ramiprilat and, in finished


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               product form, from ramipril in Bulk Form supplied by SAD, use
               (subject to Section 2.6), sell and have sold the Licensed Product
               in the Field of Use until the earlier to occur of the end of the
               Exclusivity Term or the termination of the Schering Agreement.

                              (ii) After Exclusivity Term. In the event the
               Schering Agreement survives the end of the Exclusivity Term,
               then, effective immediately upon the expiration of the
               Exclusivity Term, Sanofi-Aventis hereby grants to King the
               following:

                                   (A) Licensed Mono-Products. A sublicense that
               is exclusive in the U.S. Territory with the right to grant
               sublicenses in the U.S. Territory (upon prior written approval of
               Sanofi-Aventis) under the Schering Patent Rights with respect to
               Ramipril to make, have made, use (subject to Section 2.6), sell
               and have sold the Licensed Mono-Products in the Field of Use
               until the earlier to occur of the termination of this Agreement
               or the Schering Agreement; and

                                   (B) Licensed Combination Products. A
               sublicense that is exclusive against Third Parties but
               non-exclusive as to Sanofi-Aventis, in the U.S. Territory with
               the right to grant sublicenses in the U.S. Territory (upon prior
               written approval of Sanofi-Aventis) under the Schering Patent
               Rights with respect to Ramipril to make, have made, use (subject
               to Section 2.6), sell and have sold the Licensed Combination
               Products in the Field of Use until the earlier to occur of the
               termination of this Agreement or the Schering Agreement. For the
               sake of clarity, Sanofi-Aventis shall be entitled to make, have
               made, use, sell, have sold, develop or have developed Licensed
               Combination Products in the U.S. Territory after the end of the
               Exclusivity Term, subject to the last sentence of Section 8.2(c).
               For the sake of further clarity, in the event the Developed Data
               Agreement is executed, Sanofi-Aventis' right to make, have made,
               use, sell, have sold, develop or have developed "licensed
               products" (as such term is defined in the Developed Data
               Agreement) will be subject to the terms of the Developed Data
               Agreement, including without limitation any exclusive rights
               granted to King thereunder.

                              (iii) The grant of rights to King under this
               Section 2.1(b) is subject to the reservation of rights by
               Sanofi-Aventis in Section 2.3.

                         (c) Conversion to Non-Exclusive. In the event King
               fails to make required payments consistent with the terms of
               Sections 2.9(c) or 3.2(a) of the U.S. Product Manufacturing
               Agreement (a "Payment Default"), and Sanofi-Aventis exercises its
               right to liquidated damages pursuant to Section 3.2(c) of such
               agreement, and terminates such agreement for such Payment Default
               by King, pursuant to Section


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               4.2(a) of such agreement, then (i) the rights and licenses
               granted to King pursuant to this Agreement (including rights and
               licenses to Improvements) shall, automatically, upon the
               effective date of such termination become exclusive against Third
               Parties but non-exclusive as to Sanofi-Aventis, with the right to
               grant sublicenses in the U.S. Territory (upon prior written
               approval of Sanofi-Aventis) to make, have made, use (subject to
               Section 2.6), sell and have sold the Licensed Products in the
               Field of Use for the remaining term of this Agreement, (ii) the
               parties' rights to Improvements pursuant to Section 8.2 shall
               terminate with respect to any Improvements discovered, made or
               conceived after the effective date of such termination, and (iii)
               the parties' rights to elect to acquire Improvements discovered,
               made or conceived prior to the effective date of such termination
               shall survive such termination on a non-exclusive basis as
               described in Section 2.1(c)(i) hereof.

     5.   Section 2.2 of the Product Agreement is amended by deleting in its
          entirety the first sentence and replacing in its stead the following:

                         Sanofi-Aventis hereby grants to King, and all
               sublicensees hereunder, the non-exclusive right to use the
               Ramipril Know-How disclosed by Sanofi-Aventis or its Affiliates
               under this Agreement in the Field of Use for the term of this
               Agreement in the U.S. Territory (a) during the Exclusivity Term,
               to manufacture Licensed Products from ramiprilat (if any), and,
               in finished product form, from ramipril in Bulk Form supplied by
               Sanofi-Aventis, to use (subject to Section 2.6), sell and have
               sold Licensed Product and (b) after the Exclusivity Term, to
               manufacture, use (subject to Section 2.6), sell and have sold
               Licensed Product.

     6.   Section 2.3 of the Product Agreement is amended by adding a sentence
          at the end of subsection (d) as follows:

                         ; and, subject to the provisions of Sections 2.1(a)(ii)
               and 2.1(b)(ii) and the last sentence of 8.2(c), and further
               subject to the terms and conditions of the Developed Data
               Agreement, in the event such agreement is executed, with respect
               to "licensed products" (as that term is defined in the Developed
               Data Agreement) to make, have made, use, sell, have sold, develop
               or have developed, whether inside or outside the U.S. Territory,
               Licensed Combination Products after the Exclusivity Term.

     7.   Section 2.5 of the Product Agreement shall be amended by deleting
          Section 2.5 in its entirety and replacing in its stead the following:

                         2.5 Sanofi-Aventis' Rights under Patent Rights and
               Ramipril Know-How to Manufacture Ramipril. Sanofi-Aventis and its
               Affiliates retain all rights under the Patent Rights and the
               Ramipril Know-How to make and have made Product (as such term
               defined in the U.S.


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               Product Manufacturing Agreement). Pursuant to the U.S. Product
               Manufacturing Agreement, SAD shall provide Product to King during
               the Term (as such term is defined in the U.S. Product
               Manufacturing Agreement) of the U.S. Product Manufacturing
               Agreement, on the terms and conditions set forth in the U.S.
               Product Manufacturing Agreement.

     8.   Article II of the Product Agreement shall be amended by adding a new
          Section 2.10 as follows:

                         2.10 King's Rights Concerning Clinical Trials and
               Development Work. King shall have the right to conduct Clinical
               Trials and Experimental Uses in countries outside the U.S.
               Territory in order to obtain and maintain regulatory approvals
               for Licensed Product in the U.S. Territory; provided that the
               right granted to King in this Section 2.10 shall be subject to
               the requirements of Sections 2.6 and 3.1 of this Agreement and
               provided further that King shall have no right to conduct such
               activities in Canada for so long as Sanofi-Aventis continues to
               own patents or have exclusive in-licensed rights to one or more
               issued patents that claim the ramipril compound, which patents
               have not been held invalid or unenforceable in a final,
               unappealable decision.

     9.   Section 3.1(d)(iii) of the Product Agreement is amended to add the
          following as its last sentence:

               The parties acknowledge and agree that, pursuant to Sections
               3.1(b) and 3.1(d), King has the right to request Requested
               Meetings on an ad hoc basis, which meetings may be held by
               teleconference, if so requested by either party, and shall be
               held within thirty (30) days of King's request therefor. In
               connection therewith, the parties agree to address issues
               (Section 3.1(d)) in a timely manner and to cooperate in the
               implementation of the process with respect to Requested Meetings
               going forward.

     10.  Section 8.2 of the Product Agreement is amended by deleting the first
          sentence of Section 8.2 in its entirety and replacing in its stead the
          following:

                    8.2 Rights to Improvements. In the event that either party
               discovers, makes or conceives of an Improvement (other than an
               Excluded Combination Product) (a) during the term of this
               Agreement, with respect to Licensed Mono-Products or (b) during
               the Exclusivity Term with respect to Licensed Combination
               Products, the following provisions apply:

     11.  Section 8.2(c) of the Product Agreement is amended by deleting Section
          8.2(c) in its entirety and replacing in its stead the following:

                         (c) Procedure; Other Terms. The party discovering or
               acquiring an Improvement shall give notice (the "Offer Notice")
               to the other party of the discovery or acquisition of such
               Improvement. The


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               Offer Notice shall be given in a timely manner, and no later than
               30 (thirty) days after receipt by the party discovering or
               acquiring the Improvement of the final report of the study
               results for the Phase IIB Clinical Trials of such Improvement.
               Such Offer Notice shall include: (i) a description of the
               Improvement; (ii) the Development Costs; and (iii) a form of the
               license agreement containing such reasonable terms and conditions
               as are customary in the pharmaceutical industry for products of a
               similar commercial value. At any time within one hundred twenty
               (120) days after receipt of an Offer Notice, the receiving party
               may elect to acquire the Improvement on the terms and conditions
               set forth in the Offer Notice, or on any such other terms and
               conditions which the parties may negotiate in good faith.
               Notwithstanding anything to the contrary in Section 2.1(a)(ii) or
               2.1(b)(ii), any license granted to King pursuant to this Section
               8.2(c) with respect to Improvements discovered, made or conceived
               prior to the end of the Exclusivity Term on Licensed Combination
               Products shall be and remain exclusive both during and after the
               Exclusivity Term.

     12.  Article 8 of the Product Agreement shall be amended by adding new
          Sections 8.3 and 8.4 as follows:

                    8.3 Rights to Improvements After the Compound Patent
               Expiration Date. In the event that either party discovers, makes
               or conceives an Improvement with respect to Licensed Combination
               Products after the Exclusivity Term, such party shall have no
               obligation to notify the other party of such Improvement or to
               offer such other party any rights in such Improvement.

                    8.4 Notice of Improvements. Within thirty (30) days after
               execution of the First Amendment to this Agreement, each party
               shall provide to the other party the notice required under
               Section 8.2(c) of any Improvements made by such party for which a
               final report of the study results for such Phase IIB Clinical
               Trials has been received by such party, or any Improvements which
               exist in a later stage of development.

     13.  Section 11.1(a) of the Product Agreement is amended by deleting the
          party names, addresses and facsimile numbers of the Sanofi-Aventis
          notice parties and replacing them as follows:

               If to Sanofi-Aventis to:

                    Sanofi-Aventis Deutschland GmbH
                    Attn: Legal Department
                    Brueningstrasse 50
                    65926 Frankfurt


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                    Germany
                    Fax: Legal Department No.: ++ 49 69 305 24590

               with a copy to:

                    Sanofi-Aventis
                    174 Avenue de France
                    75013 Paris France
                    Attn: Head of Business Development
                    Facsimile: + 33 1 5377 4967

               with a copy to:

                    Sanofi-Aventis
                    174 Avenue de France
                    75013 Paris France
                    Attn: Head of Direction Juridique
                    Facsimile: +33-01-53-77-40-48

     14.  Except as modified by this First Amendment, all of the terms and
          conditions of the Product Agreement shall remain in full force and
          effect.

     15.  Articles X and XI of the Product Agreement are hereby incorporated
          into this First Amendment.


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     IN WITNESS WHEREOF, the Parties hereto have each caused this First
Amendment to the U.S. Product Agreement to be executed by their duly authorized
officers to be effective as of the date first written above.

KING PHARMACEUTICALS, INC.              SANOFI-AVENTIS U. S. LLC


By:                                     By:
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Name:                                   Name:
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Title:                                  Title:
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                                        SANOFI-AVENTIS DEUTSCHLAND GMBH


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                                        SANOFI-AVENTIS DEUTSCHLAND GMBH


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