Exhibit 10.5
 KING PHARMACEUTICALS, INC.
 INCENTIVE PLAN
 LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE
(THREE YEAR PERFORMANCE CYCLE)
  1.
    
    Name of Participant:
    
    
    
    [Participant Name]2.
    
    Social Security Number of Participant:
    
    
    
    [Social Security Number]3.
    
    Date of Grant:
    
    
    
    [Grant Date]4.
    
    Type of Grant:
    
    
    
    [Grant Type]5.
    
    Target Number ofLong-Term Performance Units:
    
    
    
    [Number of Shares Granted]6.
    
    Performance Cycle:
    
    
    
    The Performance Cycle
shall begin on January 1,
2009 and end on December
31, 2011.7.
    
    Vesting Date:
    
    
    
    December 31, 2011, except
as otherwise set forth in
the Long-Term Performance
Unit Award Agreement.8.
    
    Date of Payment:
    
    
    
    Between January 1 and
March 15, 2011, except as
otherwise set forth in the
Long-Term Performance Unit
Award Agreement.9.
    
    Performance Goals:
    
    
    
    The number of Long-Term Performance Units
earned by the Participantshall be
determined in accordance with the following grid. If the actual performance results fall between
two of the categories listed below, straight-line interpolation will be used to determine the
amount earned. Total Shareholder Return shall be calculated in the manner set forth in Exhibit 1
hereto and compared to the peer group identified in Exhibit 1.
  King Pharmaceuticals, Inc. Percentile inTotal Shareholder Return vs. companies included in the Dow
    
    Payout-Percent of TargetJones U.S. Pharmaceuticals Index
    
    Long-Term Performance UnitsDuring the Performance Cycle
    
    Granted70th percentile +
    
    200%70th percentile
    
    200%50th percentile
    
    100%30th percentile
    
    50%<30th percentile
    
    0% (no payout)




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KING PHARMACEUTICALS, INC.By:Name:
    Brian A. MarkisonTitle:
    President and Chief Executive Officer 2




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LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT
(THREE YEAR PERFORMANCE CYCLE)
PURSUANT TO THE KING PHARMACEUTICALS, INC.
INCENTIVE PLAN
  1.
    
    LONG-TERM PERFORMANCE UNIT AWARD.
  2.
    
    GOVERNING PLAN.
  3.
    
    CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS.
  4.
    
    VESTING OF LONG-TERM PERFORMANCE UNITS.
   1




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5.
    
    FORM AND TIMING OF PAYMENT.
  6.
    
    VOTING AND DIVIDEND RIGHTS.
  7.
    
    ADDITIONAL AGREEMENTS.
 Tax Matters
 2




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Independent Advice; No Representations
 Value of Long-Term Performance Units
 Adjustment in Capitalization
 Change of Control.
 No Right to Continued Employment
 Nontransferability
 3




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8.
    
    GENERAL.
 Successors and Assigns
 Notices
 To the Company:
    
    
    
    King Pharmaceuticals, Inc.400 Crossing BoulevardBridgewater, NJ 08807Attention: Human Resources
   Entire Agreement
 Governing Law; Severability
 4




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Remedies
 Interpretation
 Waivers; Amendments
 [Remainder of page intentionally left blank.]
 5




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EXHIBIT 1
to Long-Term Performance Unit Award Certificate
pursuant to the
King Pharmaceuticals, Inc. Incentive Plan
 Calculation of Total Shareholder Return