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Exhibit 10.31

Amendment
of
Bruce Downeys Employment Agreement dated March 13, 2006
(Employment
Agreement)

Section 5(a)(i)(C) and section 5(a)(ii) of your Employment Agreement is
hereby amended as follows. [Italicsindicate text being added]


(C) an amount of money (the Severance Payment) equal to three (3)
times the Employees Annual Cash Compensation as hereafter defined, unless
the Employee attained age 65 but not age 70 (or such later age or ages as the
BPI Board may in its discretion determine) prior to the Compensable
Termination, in which case the Severance Payment shall be equal to two (2)
times such Annual Cash Compensation, or unless the Employee attained age 70 (or
such later age as the BPI Board may in its discretion determine) prior to the
Compensable Termination, in which case the Severance Payment shall be equal to
one (1) times such Annual Cash Compensation. Except as otherwise provided
hereafter in this subparagraph 5(a)(i)(C), the Severance Payment shall be paid
as follows: fifty percent (50%) of the Severance Payment (or, if the Employee
attained age 65 but not age 70 (or such later age or ages as the BPI Board may
in its discretion determine) prior to the Compensable Termination, seventy-five
percent (75%) of the Severance Payment, or if the Employee attained age 70
prior to the Compensable Termination, one hundred percent (100%) of the
Severance Payment) shall be paid in a lump sum within ten days after the date
of the Compensable Termination. Any balance of the Severance Payment shall be
paid in eighteen (18) equal monthly installments one of which shall be paid at
the end of each of the first eighteen (18) months after the date of the
Compensable Termination, provided, in the case of each of the final 12 of such
18 installments, that the Employee has not accepted full-time or regular
part-time employment with or regularly served as a consultant to a for-profit
pharmaceutical
company prior to the date for payment of such installment, it being understood
and agreed that the foregoing condition shall not be violated by the Employees
serving as a member of a board of directors of a for-profit pharmaceutical
company or by his performing consulting services on an ad
hoc basis for such a
company. However, if the Employee attained age 65 (or such later age as the BPI
Board may in its discretion determine) prior to the date of the Compensable
Termination, then any balance of the Severance Payment shall be paid in six
equal monthly installments one of which shall be paid at the end of each of the
first six months after the date of the Compensable Termination, and the
preceding sentence shall not apply. If a Change in Control or Potential Change
in Control as defined in section 11 below occurs (either before or after the
Compensable Termination), the Severance Payment (or, in the case of a Change in
Control or Potential Change in Control that occurs after the Compensable
Termination, any portion thereof that remains unpaid at the time such Change in
Control or Potential Change in Control occurs) shall be paid in a lump sum
within ten days after the Compensable Termination (or, in the case of a Change
in Control or Potential Change in Control that occurs after the Compensable
Termination, within ten days after the Change in Control or Potential
Change in Control occurs), and the two preceding
sentences of this subparagraph shall not apply. During the 18 month period
following a Compensable Termination, the Company shall also provide the
Employee with COBRA coverage at its expense. For purposes of this section 5,
the Employees Annual Cash Compensation shall mean the sum of (I) the
Employees highest Base Salary (i.e., one years salary at its highest rate),
plus (II) the Applicable Average Bonus as defined in subparagraph 5(a)(i)(B)
above. The Employees right to the aforementioned eighteen (18) or six equal
monthly installments (whichever applies) is to be treated as a right to a
series of separate payments under Treasury Regulation section
1.409A-2(b)(2)(iii).



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"(ii) If the term of this Agreement as the same may have been extended in
accordance with the provisions of section 2 above is not extended or further
extended because BPI or an Affiliate gives written notice of non-extension to
the Employee as provided in section 2 above, and there is not Good Cause for
termination of the Employees employment at the time of giving such notice, and
the Employee does not thereafter resign for Good Reason during the term of this
Agreement as permitted by paragraph 5(d)(v) below, then the Company, subject to
fulfillment by the Employee of his obligations under this Agreement during the
balance of the term and his compliance with the provisions of sections 6 and 7
below, relating to confidential information, non-solicitation and disparaging
remarks, shall, as non-renewal compensation, and as additional consideration
for the Employees undertakings under this Agreement including sections 6 and 7
below, pay the Employee an amount of money (the Non-Renewal Payment) equal to
two (2) times the Employees Annual Cash Compensation as defined in
subparagraph 5(a)(i)(C) above (unless the Employee has attained age 70 (or such
later age as the BPI Board may in its discretion determine) prior to the
termination date, in which case the Non-Renewal Payment shall be equal to one
(1) times the Employees Annual Cash Compensation), in addition to any other
amounts to which the Employee may be entitled hereunder (including without
limitation his annual bonus pursuant to paragraph 4(b) above for the fiscal
year of BPI in which his employment terminates and any amounts to which he may
be entitled under paragraph 5(f) or section 8, 9 or 10 below) or by law or
pursuant to the terms of any compensation or benefit plan or arrangement in
which he participated before his employment terminated. Except as otherwise
provided hereafter in this subparagraph 5(a)(ii), the Non-Renewal Payment shall
be paid as follows: seventy-five percent (75%) of the Non-Renewal Payment, or
if the Employee attained age 70 prior to the termination of his employment, one
hundred percent (100%) of the Non-Renewal Payment, shall be paid in a lump sum
within ten days after the date on which the Employees employment terminates.
Any balance of the Non-Renewal Payment shall be paid in six (6) equal monthly
installments one of which shall be paid at the end of each of the first six
months after the date on which the Employees employment terminates. The
Employees right to such six (6) equal monthly installments is to be treated as
a right to a series of separate payments under Treasury Regulation section
1.409A-2(b)(2)(iii).If a Change in Control or Potential Change in Control as
defined in section 11 below occurs (either before or after the termination of
his employment), the Non-Renewal Payment (or, in the case of a Change in
Control or Potential Change in Control that occurs after the employment
termination, any portion thereof that remains unpaid at the time such Change in
Control or Potential Change in Control occurs) shall be paid in a lump sum within ten days after the
employment termination (or, in the case of a Change in Control or Potential
Change in Control that occurs after the employment termination, within ten days
after the Change in Control or Potential Change in Control occurs). During the
18 month period following the termination of his employment, the Company shall
also provide the Employee with COBRA coverage at its expense.



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IN WITNESS WHEREOF, the parties hereto have executed the Amendment as of
December 21, 2007

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| | ------------------------------------------------
| |                                                 
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| |                                                 
| | BARR PHARMACEUTICALS, INC.                      
| |                                                 
| |                                                 
| |                                                 
| | By: ______________________________              
| |                                                 
| |                                                 
| |                                                 
| | BARR LABORATORIES, INC.
(a Delaware corporation)
| |                                                 
| |                                                 
| |                                                 
| | By: ______________________________              
| |                                                 
| |                                                 
| |                                                 
| | EMPLOYEE                                        
| |                                                 
| |                                                 
| |                                                 
| | ______________________________