**Exhibit 10.2**

** **

*Non-Employee Director –Restricted Stock*

 

**WATSON Pharmaceuticals, Inc.**

**AMENDMENT AND RESTATEMENT OF THE 2001INCENTIVE AWARD PLAN**

**NOTICE OF GRANT AND SIGNATUREPAGE**

 

Congratulations, you (“Holder”)have been granted an award of restricted shares of Common Stock of WatsonPharmaceuticals, Inc., a Nevada corporation (the “Company”), subject tothe restrictions imposed under this Notice of Grant and Signature Page andthe Award Agreement (the “Restricted Stock” award).  The Restricted Stock award is subject to theterms and conditions of the Award Agreement, and the Amendment and Restatementof The 2001 Incentive Award Plan of the Company, as amended from time to time(the “Plan”), which are attached hereto as Exhibit 1-A and 1-B, respectively,and of which this Notice of Grant and Signature Page is a part.  By signing this Notice of Grant and SignaturePage and the applicable Exhibits, you represent and warrant to the Companythat you have read the Award Agreement, the Plan and the other Exhibits andagree to be bound by their terms and conditions.  Capitalized terms not otherwise defined inthis Notice of Grant and Signature Page shall be as defined in the Plan,the Award Agreement and the Exhibits.

 

Subject to the terms andconditions of the Award Agreement, the Plan and the Exhibits, the terms andconditions of this Restricted Stock award are set forth below:

 
| Holder’s Name: [First  Name and Last Name] |   | Total Number of  Shares Granted: |   |   |
|-------------------------------------------------|--------|----------------------------------|--------|--------|
|                                            |   |                             |
| Date of Grant: [Month,  Day, Year]              |   |                             |

 

Subjectto the terms and restrictions of the Award Agreement, the Plan and the Exhibits,this Restricted Stock award shall become vested in accordance with thefollowing schedule: 

 
| ** **        | ** ** | **This  Restricted Stock Award Shall Become** |
|-------------------|------------|-----------------------------------------------|
| ** **        | ** ** | **Vested  with Respect to the Following**     |
| **On This Date**  | ** ** | **Number  of Shares on Each Date Shown**      |
|              |       |                                          |
| Month,  Day, Year |       | Number                                        |
| Month,  Day, Year |       | Number                                        |
| Total Shares      |       | Total                                         |

 

**NOTE, schedule does notreflect cumulative vesting.**

 

IN WITNESS WHEREOF, the Company has granted thisRestricted Stock award, subject to the terms and conditions set forth herein,on the date of grant specified above.

 
|                                          | WATSON  PHARMACEUTICALS, INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                          | Allen  Chao, Ph.D.,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                          | Chairman  and Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ACCEPTED:                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                          | **Note:* ****This document constitutes the Company’s offer to enter into an  agreement under the terms and conditions set forth herein.  This offer will expire without further  notice at 5 o’clock Pacific Time sixty days after the date of grant of  the Restricted Stock award set forth above, unless this offer is accepted by  Holder by the delivery of this original Notice of Grant and Signature Page,  and the applicable Exhibits, executed by Holder to the Company on or prior to  the offer’s expiration date.                                 *GRANT  NO:  0000XXXX |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Holder’s Signature                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| Holder’s  Taxpayer Identification Number |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

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**EXHIBIT 1-A**

 

**AWARD AGREEMENT**

 

THISAWARD AGREEMENT, dated as of the Date of Grant appearing on the Notice of Grantand Signature Page hereof, is made by and between Watson Pharmaceuticals, Inc.,a Nevada corporation (the “Company”), and the Director whose name and signatureappear on the Notice of Grant and Signature Page hereof (“Holder”).

 

WHEREAS,the Company wishes to grant to Holder shares of its Common Stock, pursuant tothe terms, conditions and restrictions of the Notice of Grant and SignaturePage, this Agreement and the Amendment and Restatement of The 2001 IncentiveAward Plan of Watson Pharmaceuticals, Inc., as amended from time to time(the terms of which are hereby incorporated by reference and made a part ofthis Agreement, the “Plan”); and

 

WHEREAS,it has been determined that it would be to the advantage and best interest ofthe Company and its stockholders to grant Holder the Restricted Stock award asan inducement to enter into or remain in the service of the Company and as anincentive for increased efforts during such service.

 

NOW,THEREFORE, in consideration of the mutual covenants herein contained and othergood and valuable consideration, receipt of which is hereby acknowledged, theparties hereto do hereby agree as follows:

 

ARTICLE I

ISSUANCE OF RESTRICTEDSTOCK

 

## Section 1.1 - Issuance of Restricted Stock.  In consideration of the recitals, Holder’sagreement to remain in the service of the Company, and for other good andvaluable consideration, the Company agrees to issue to Holder the shares ofCommon Stock specified in the Notice of Grant and Signature Page (the “RestrictedStock”) upon the terms and conditions set forth in this Agreement.

 

## Section 1.2 - Consideration to the Company.  As partial consideration for the issuance ofthe Restricted Stock by the Company, Holder agrees to render faithful andefficient services as a director of the Company.  Nothing in this Agreement or in the Plan shallconfer upon Holder any right to continue as a director of the Company.

##  

## Section 1.3 - Adjustments in Restricted Stock.  The Administrator may adjust the RestrictedStock in accordance with the provisions of Section 12.3 of the Plan.

##  

ARTICLE II

RESTRICTIONS

 

## Section 2.1 - Forfeiture of Restricted Stock.  In theevent of Holder’s Termination of Directorship, the Restricted Stock (including,without limitation, any cash, securities or other property subject to Section 2.5)as of the date of the Termination of Directorship shall thereupon be forfeited andsurrendered by Holder and transferred and delivered by Holder to the Companyfor no consideration (the “Forfeiture Restriction”).  For purposes of this Agreement, the “Restrictions”shall mean the Forfeiture Restriction and the restrictions on sale or othertransfer of the Restricted Stock and other restrictions as set forth in this Article II.

 

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## Section 2.2 - Transferabilityof the Restricted Stock; Escrow.

##  

### (a)                                  Except as providedherein, Holder (and Holder’s legal representative) shall not sell, exchange,transfer, alienate, hypothecate, pledge, encumber or assign the RestrictedStock subject to the Forfeiture Restriction, or any interest or right with respectthereto.  Neither the Restricted Stock subject to the Forfeiture Restriction norany interest or right therein or part thereof shall be liable for the debts,contracts, or engagements of Holder or his successors in interest or shall besubject to disposition by transfer, alienation, anticipation, pledge,encumbrance, assignment or any other means whether such disposition bevoluntary or involuntary or by operation of law by judgment, levy, attachment,garnishment or any other legal or equitable proceedings (including bankruptcy)and any attempted disposition thereof shall be null and void and of no effect; provided,however, that, this Section 2.2(a) shall not prevent transfersby will or by the applicable laws of descent and distribution or, subject to theconsent of the Administrator, pursuant to a DRO.

###  

### (b)                                 Holder herebyauthorizes and directs the Secretary of the Company, or such other persondesignated by the Company, to transfer the Restricted Stock upon forfeiture andsurrender pursuant to the Forfeiture Restriction pursuant to Section 2.1from Holder (or Holder’s legal representative) to the Company.

###  

### (c)                                  To ensure theavailability for delivery of Holder’s Restricted Stock upon forfeiture andsurrender of the Restricted Stock by Holder and transfer of the RestrictedStock to the Company pursuant to the Forfeiture Restriction under Section 2.1,Holder hereby appoints the Secretary of the Company, or any other persondesignated by the Company as escrow agent, as Holder’s attorney-in-fact toassign and transfer unto the Company, such Restricted Stock pursuant to the ForfeitureRestriction and shall, upon execution of this Agreement, execute, deliver anddeposit with the Secretary of the Company, or such other person designated bythe Company, the share certificate(s) representing the Restricted Stock (orsuch account or other evidence representing the issuance of the RestrictedStock to Holder), together with the Assignment Separate from Certificate dulyendorsed in blank, attached as Exhibit ”1-C” hereto, and the Joint EscrowInstructions of the Company and Holder attached as Exhibit ”1-D”hereto.  The Restricted Stock andAssignment Separate from Certificate shall be held by the Secretary (or otherescrow agent) in escrow, pursuant to Joint Escrow Instructions, until theRestricted Stock is transferred to the Company pursuant to the ForfeitureRestriction as provided in Section 2.1, until such Restricted Stock (orportion thereof) is no longer subject to the Restrictions, or until such timeas this Agreement no longer is in effect. At such time as the Restrictions lapse as to some or all of theRestricted Stock, the Secretary (or other escrow agent) shall promptly deliverto Holder (or Holder’s legal representative) the certificate or certificates (orsuch account or other evidence) representing the Restricted Stock that is nolonger subject to the Restrictions in the Secretary’s (or other escrow agent’s)possession belonging to Holder and at such time as there are no longer anyRestricted Stock that is subject to the Restrictions, the Secretary (or otherescrow agent) shall promptly deliver to Holder (or Holder’s legalrepresentative) the certificate or certificates (or such account or otherevidence) representing any remaining Restricted Stock in the escrow agent’spossession belonging to Holder, and the Secretary (or other escrow agent) shallbe discharged of all further obligations hereunder.

###  

### (d)                                 The Secretary, or otherescrow agent, shall not be liable for any act he or she may do or omit to dowith respect to holding the Restricted Stock in escrow and while acting in goodfaith and in the exercise of his judgment.

 

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## Section 2.3 - Legend**. **The sharecertificate(s) evidencing the Restricted Stock issued hereunder (or suchaccount or other evidence representing the Restricted Stock issued hereunder) shallbe endorsed with the following legend (in addition to any legend required underapplicable state securities laws):

##  

THE SECURITIESREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERAND FORFEITURE RESTRICTIONS HELD BY THE ISSUER AS SET FORTH IN A NOTICE OFGRANT AND SIGNATURE PAGE AND AWARD AGREEMENT BETWEEN THE COMPANY AND THESTOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND FORFEITURERESTRICTIONS ARE BINDING ON TRANSFEREES OF THIS RESTRICTED STOCK.

 

## Section 2.4 - Lapse of Restrictions.

##  

### (a)                                  As of the date of issuance under Section 1.1,all of the Restricted Stock shall be subject to the Restrictions.  Subject to Section 2.1 and the terms andconditions of the Plan, the Restrictions shall lapse as to the number of sharesof Restricted Stock specified in the Notice of Grant and Signature Page, on thedate or dates, or upon satisfaction of the condition or conditions, specifiedtherein.

###  

### (b)                                 Upon the lapse of the Restrictions on theRestricted Stock (or portion thereof), the Company and the escrow agent shallcause new certificates to be issued with respect to such Restricted Stock anddelivered to Holder or his legal representative, free from the legend providedfor in Section 2.3 and of any of the other Restrictions.  At such time, the Company shall also deliverall other securities and property held in escrow pursuant to Sections 2.2and 2.5 in respect of the number of shares of Common Stock as to which theRestrictions have then lapsed. Notwithstanding the foregoing, no such new certificate shall bedelivered to Holder or his legal representative unless and until Holder or his legalrepresentative shall have paid to the Company in cash the full amount of allfederal, state and local withholding and employment taxes applicable to thetaxable income and wages of Holder resulting from the award of the RestrictedStock or the lapse of the Restrictions, or Holder has otherwise provided forthe tax withholding required with respect to the issuance, vesting or payment pursuantto this Restricted Stock award in accordance with Section 3.7.

###  

## Section 2.5 - Restrictions on Distributions, etc.  In the event that any dividend or otherdistribution (including ordinary cash dividends, and whether in the form ofCommon Stock, other securities, or other property), or other distribution byreason of any recapitalization, reclassification, stock split, reverse stocksplit, reorganization, merger, consolidation, split-off, spin-off, combination,repurchase, liquidation, dissolution, or sale, transfer, exchange or otherdisposition of all or substantially all of the assets of the Company, or exchangeof Common Stock or other securities of the Company, or issuance of warrants orother rights to purchase Common Stock or other securities of the Company, orother similar transaction or event, is paid, issued, exchanged or distributedin respect of Restricted Stock, such new or additional or different shares orsecurities or property (including cash) which are attributable to Holder in hiscapacity as the owner of the Restricted Stock then subject to Restrictions,shall be considered to be Restricted Stock and shall be subject to all of theRestrictions, unless the Administrator shall, in its discretion, otherwiseprovide.

##  

ARTICLE III

OTHERPROVISIONS

 

Section 3.1 - Administration.  The Administrator shall have the power tointerpret the Plan and this Agreement, and to adopt such rules for theadministration, interpretation and application of the Plan as are consistenttherewith, to interpret, amend or revoke any such rules and to amend thisAgreement

 

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provided that the rightsor obligations of Holder are not affected adversely.  All actions taken and all interpretations anddeterminations made by the Administrator in good faith shall be final andbinding upon Holder, the Company and all other interested persons.  No member of the Administrator shall be personallyliable for any action, determination or interpretation made in good faith withrespect to the Plan or the Restricted Stock award.

 

## Section 3.2 - Conditions to Issuance of StockCertificates.  The Restricted Stockmay be either previously authorized but unissued shares or issued shares whichhave then been reacquired by the Company. Such shares shall be fully paid and nonassessable.  The Company shall not be required to issue ordeliver any certificate or certificates (or any account or other evidencerepresenting issuance) for shares of Common Stock or other cash, stock or otherproperty pursuant to this Agreement prior to fulfillment of all of thefollowing conditions:

##  

### (a)                                  The admission of such shares to listing onall stock exchanges on which such class of stock is then listed, if applicable;and

###  

### (b)                                 The completion of any registration or otherqualification of such shares under any state or federal law or under rulings orregulations of the Securities and Exchange Commission or of any othergovernmental regulatory body, if applicable, or the receipt of furtherrepresentations from Holder as to investment intent or completion of otheractions necessary to perfect exemptions, as the Administrator shall, in itsabsolute discretion, deem necessary or advisable; and

###  

### (c)                                  The obtaining of any approval or otherclearance from any state or federal governmental agency which the Administratorshall, in its absolute discretion, determine to be necessary or advisable; and

###  

### (d)                                 The lapse of such reasonable period of timeas the Administrator may from time to time establish for reasons ofadministrative convenience; and

###  

### (e)                                  The receipt by the Company of payment of anyapplicable withholding tax in accordance with Section 3.7.

###  

## Section 3.3 - Rights as Stockholder.  Except as otherwise provided herein(including in Section 2.5), upon the delivery of Restricted Stock to theSecretary or such other escrow holder as the Administrator may appoint, Holdershall have all the rights of a stockholder with respect to the RestrictedStock, including the right to vote the Restricted Stock and the right toreceive all dividends or other distributions paid or made with respect to theRestricted Stock, subject to Section 2.5.

##  

Section 3.4 - Notices.  Any notice to be given under the terms ofthis Agreement to the Company shall be addressed to the Company in care of itsSecretary, and any notice to be given to Holder shall be addressed to him atthe address given beneath his signature hereto. By a notice given pursuant to this Section 3.4, either party mayhereafter designate a different address for notices to be given to him.  Any notice which is required to be given to Holdershall, if Holder is then deceased, be given to Holder’s personal representativeif such representative has previously informed the Company of his status andaddress by written notice under this Section 3.4.  Any notice shall be deemed duly given whenenclosed in a properly sealed envelope or wrapper addressed as aforesaid,deposited (with postage prepaid) in a post office or branch post officeregularly maintained by the United States Postal Service.

 

Section 3.5 - Titles and Construction.  Titles are provided herein for convenienceonly and are not to serve as a basis for interpretation or construction of thisAgreement.  This Agreement shall be

 

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administered, interpretedand enforced under the internal laws of the State of California, without regardto conflicts of laws thereof.

 

## Section 3.6 - Conformity to Securities Laws.  Holder acknowledges that the Plan and thisAgreement are intended to conform to the extent necessary with all provisionsof all applicable federal and state laws, rules and regulations (including,but not limited to the Securities Act and the Exchange Act and any and allregulations and rules promulgated by the Securities and ExchangeCommission thereunder, including without limitation the applicable exemptiveconditions of Rule 16b-3) and to such approvals by any listing, regulatoryor other governmental authority as may, in the opinion of counsel for theCompany, be necessary or advisable in connection therewith.  Notwithstanding anything herein to thecontrary, the Plan shall be administered, and the Restricted Stock are granted,only in such a manner as to conform to such laws, rules andregulations.  To the extent permitted byapplicable law, the Plan, this Agreement and the Restricted Stock shall bedeemed amended to the extent necessary to conform to such laws, rules andregulations.

##  

## Section 3.7 - Tax Withholding.  The Company shall be entitled to requirepayment in cash or deduction from the shares of Common Stock issued under thisRestricted Stock award or other compensation payable to Holder of any sumsrequired by federal, state or local tax law to be withheld with respect to theissuance, vesting or payment pursuant to this Restricted Stock award.  Except as otherwise provided by the Administratorin its discretion, in satisfaction of the foregoing requirement, the Companyshall withhold shares of Common Stock issued under this Restricted Stock awardand Holder hereby elects to transfer and deliver to the Company such shares ofCommon Stock having a Fair Market Value equal to the sums required to bewithheld.  Notwithstanding any otherprovision of the Plan and this Agreement, the shares of Common Stock which maybe withheld with respect to the issuance, vesting or payment under thisRestricted Stock award in order to satisfy Holder’s federal and state incometaxes and payroll tax liabilities with respect to the issuance, vesting orpayment under this Restricted Stock award shall be limited to the number ofshares which have a Fair Market Value on the date of withholding equal to theaggregate amount of such liabilities based on the minimum statutory withholdingrates for federal and state income tax and payroll tax purposes that areapplicable to such supplemental taxable income.

##  

ARTICLE IV

DEFINITIONS

 

Wheneverthe following terms are used in this Agreement, they shall have the meaningspecified below.  The masculine pronounshall include the feminine and neuter, and the singular the plural, where thecontext so indicates.  All capitalizedterms used herein without definition shall have the meanings ascribed to suchterms in the Plan.

 

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**EXHIBIT 1-B**

 

**AMENDMENT AND RESTATEMENT OF 2001INCENTIVE AWARD PLAN**

 

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**EXHIBIT 1-C**

 

**ASSIGNMENTSEPARATE FROM CERTIFICATE**

 

Theundersigned,                                          ,******hereby assigns andtransfers to Watson Pharmaceuticals, Inc., a Nevada corporation, (the “Company”),or its assignee,                                          (                     )shares of the Common Stock, par value $0.0033 per share, of the Company,standing in my name on the books of said corporation represented by CertificateNo.           herewith (orrepresented by Account No.         with                         )and do hereby irrevocably constitute and appoint                                          to transfer the said stock on the books of the within named corporation withfull power of substitution in the premises.

 

ThisAssignment may be used only in accordance with the Notice of Grant andSignature Page and Award Agreement between the Company and                                          dated as of                                   ,           .

 

 
|   |   |   |
|--------|--------|--------|
|   | Name   |
|   |   |
|   | Date:  |   |   |
|        |        |        |  |

 

 

**INSTRUCTIONS**:  Please donot fill in any blanks other than the signature line.  The purpose of this assignment is to enablethe Company to transfer the shares of Restricted Stock subject to forfeitureand surrender under the Forfeiture Restriction of, or subject to taxwithholding under, the Notice of Grant and Signature Page and Award Agreement.

 

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**EXHIBIT 1-D**

 

**JOINT ESCROW INSTRUCTIONS**

 

[                                 ,2005]

 

WatsonPharmaceuticals, Inc.

311Bonnie Circle

Corona,CA 92880Attn:  Corporate Controller

 

Re:                               Joint EscrowInstructions

 

Dear                              :

 

AsEscrow Agent for both Watson Pharmaceuticals, Inc., a Nevada corporation(the “Company”), and the undersigned Holder of Restricted Stock of the Company(“Holder”), you are hereby authorized and directed to hold the documentsdelivered to you pursuant to the terms of that certain Notice of Grant andSignature Page and Award Agreement, dated as of                                   (the “Agreement”),between the Company and                                      , in accordance withthe following instructions:

 

1.                                       In the event of theforfeiture and surrender of the shares of Restricted Stock by Holder pursuantto the Forfeiture Restriction, or tax withholding, the Company shall give you awritten notice specifying the number of shares of Restricted Stock or othersecurities to be transferred and delivered to the Company.  Holder and the Company hereby irrevocablyauthorize and direct you to close the transaction contemplated by such noticein accordance with the terms of said notice.

 

2.                                       At the closing, you aredirected (a) to date the stock assignments necessary for the transfer inquestion, (b) to fill in the number of shares being transferred and (c) todeliver the same, together with the certificate (or the account or otherevidence) representing the shares of stock to be transferred, to the Company.

 

3.                                       Holder irrevocablyauthorizes the Company to deposit with you any certificates evidencing sharesof stock to be held by you hereunder and any additions and substitutions tosaid shares as defined in the Agreement. Holder does hereby irrevocably constitute and appoint you as Holder’sattorney-in-fact and agent for the term of this escrow to execute with respectto such securities all documents necessary or appropriate to make suchsecurities negotiable and to complete any transaction herein contemplated,including, but not limited to, the filing with any applicable state authorityof any required applications for consent to, or notice of transfer of, thesecurities.  Subject to the provisions ofthis paragraph 3 and the Agreement, Holder shall exercise all rights andprivileges of a stockholder of the Company while the stock is held by you.

 

4.                                       You will deliver to Holdera certificate or certificates representing so many shares of stock or othersecurities as are not then subject to the Restrictions, or tax withholding.

 

5.                                       If at the time oftermination of this escrow you should have in your possession any documents,securities, or other property belonging to Holder, you shall deliver all of thesame to Holder and shall be discharged of all further obligations hereunder.

 

6.                                       Your duties hereundermay be altered, amended, modified or revoked only by a writing signed by all ofthe parties hereto.

 

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7.                                       You shall be obligatedonly for the performance of such duties as are specifically set forth hereinand may rely and shall be protected in relying or refraining from acting on anyinstrument reasonably believed by you to be genuine and to have been signed orpresented by the proper party or parties. You shall not be personally liable for any act you may do or omit to dohereunder as Escrow Agent or as attorney-in-fact for Holder while acting ingood faith, and any act done or omitted by you pursuant to the advice of yourown attorneys shall be conclusive evidence of such good faith.

 

8.                                       You are herebyexpressly authorized to disregard any and all warnings given by any of theparties hereto or by any other person or corporation, excepting only orders orprocess of courts of law, and are hereby expressly authorized to comply withand obey orders, judgments or decrees of any court.  In case you obey or comply with any suchorder, judgment or decree, you shall not be liable to any of the parties heretoor to any other person, firm or corporation by reason of such compliance,notwithstanding any such order, judgment or decree being subsequently reversed,modified, annulled, set aside, vacated or found to have been entered withoutjurisdiction.

 

9.                                       You shall not be liablein any respect on account of the identity, authorities or rights of the partiesexecuting or delivering or purporting to execute or deliver the Agreement orany documents or papers deposited or called for hereunder.

 

10.                                 You shall not be liablefor the expiration of any rights under any applicable state, federal or localstatute of limitations or similar statute or regulation with respect to theseJoint Escrow Instructions or any documents deposited with you.

 

11.                                 You shall be entitledto employ such legal counsel and other experts as you may deem necessaryproperly to advise you in connection with your obligations hereunder, may relyupon the advice of such counsel and may pay such counsel reasonablecompensation therefor.

 

12.                                 Your responsibilitiesas Escrow Agent hereunder shall terminate if you shall cease to be an officeror agent of the Company or if you shall resign by written notice to eachparty.  In the event of any suchtermination, the Company shall appoint a successor Escrow Agent.

 

13.                                 If you reasonablyrequire other or further instruments in connection with these Joint EscrowInstructions or obligations in respect hereto, the necessary parties heretoshall join in furnishing such instruments.

 

14.                                 It is understood andagreed that should any dispute arise with respect to the delivery and/or ownershipor right of possession of the securities held by you hereunder, you areauthorized and directed to retain in your possession without liability toanyone all or any part of said securities until such disputes shall have beensettled either by mutual written agreement of the parties concerned or by afinal order, decree or judgment of a court of competent jurisdiction after thetime for appeal has expired and no appeal has been perfected, but you shall beunder no duty whatsoever to institute or defend any such proceedings.

 

15.                                 Any notice required orpermitted hereunder shall be given in writing and shall be deemed effectivelygiven upon personal delivery or upon deposit in the United States Post Office,by registered or certified mail with postage and fees prepaid, addressed toeach of the other parties thereunto entitled at the following addresses or atsuch other addresses as a party may designate by ten (10) days’ advancewritten notice to each of the other parties hereto.

 

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| If to the Company to:      |   | Watson Pharmaceuticals, Inc. |
|----------------------------|--------|-----------------------------------|
|                       |   | 311 Bonnie Circle                 |
|                       |   | Corona, CA 92880                  |
|                       |   | Attention: Corporate Secretary    |
|                       |   |                              |
| If to Holder to:           |   | [Name]                            |
|                       |   | [Address]                         |
|                       |   |                              |
| If to the Escrow Agent to: |   | Watson Pharmaceuticals, Inc. |
|                       |   | 311 Bonnie Circle                 |
|                       |   | Corona, CA 92880                  |
|                       |   | Attention: Corporate Controller   |

 

16.                                 By signing these JointEscrow Instructions, you become a party hereto only for the purpose of saidJoint Escrow Instructions; you do not become a party to the Agreement.

 

17.                                 This instrument shallbe binding upon and inure to the benefit of the parties hereto, and theirrespective successors and permitted assigns.

 

18.                                 These Joint EscrowInstructions shall be governed by, and construed and enforced in accordancewith, the laws of the State of California (without giving effect to theconflicts of law principles thereof).

 
| ** ** | **WATSON PHARMACEUTICALS, INC.,** |
|------------|-----------------------------------|
| ** ** | **a Nevada corporation**          |
| ** ** | ** **                        |
|       | By:                               |   |   |
|       |                              |
|       | Title:                            |   |   |
|       |                              |
|       |                              |
| ** ** | **HOLDER**                        |
| ** ** | ** **                        |
| ** ** | ** **                        | ** ** |
|       | Name                              |
|       |                              |
|       |                              |
| ** ** | **ESCROW AGENT**                  |
| ** ** | ** **                        |
| ** ** | ** **                        | ** ** |
|       | [Name]                            |
|       |                              |
|       | [Title]                           |   |   |
|            |                                   |  |  |  |  |  |  |  |

 

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