FOURTH AMENDMENT TO
                      AMENDED AND RESTATED PROMISSORY NOTE



         This  Amendment  is  made as of June  7,  1999  by and  between  COPLEY
PHARMACEUTICAL,  INC., a Delaware corporation (the "Borrower"),  and BANKBOSTON,
N.A. (f/k/a The First National Bank of Boston),  a national banking  association
(the "Bank").

         WHEREAS,  the  Bank  and  the  Borrower  entered  into a  certain  loan
arrangement  on August 17, 1993, as amended,  which is evidenced,  in part, by a
certain  Amended and Restated  Promissory Note dated August 17, 1993 made by the
Borrower,  as amended by a certain  First  Amendment  to  Amended  and  Restated
Promissory  Note dated June 29, 1995, a certain Second  Amendment to Amended and
Restated  Promissory Note dated August 31, 1995 and a certain Third Amendment to
Amended and Restated Promissory Note dated July 31, 1996 in the principal amount
of $30,000,000 (as amended, the "Note"), and a certain Amended and Restated Loan
Agreement  dated August 17, 1993,  as amended  between the Borrower and the Bank
(as amended, the "Loan Agreement"); and


         WHEREAS,  the Bank and the Borrower  have on this date amended the Loan
Agreement  pursuant to a certain  Sixth  Amendment to Amended and Restated  Loan
Agreement; and

         WHEREAS, the Borrower and Bank are desirous of amending the Note in the
manner set forth below:

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank agree as
follows:


         1. From and after the date hereof, the $30,000,000  principal amount of
the Note  reflected in the upper left hand corner thereof shall be decreased and
amended to read "$25,000,000".

         2. The Note is further amended by deleting the first paragraph  thereof
in its entirety and replacing it with the following:

       "FOR VALUE RECEIVED, COPLEY PHARMACEUTICAL,  INC., a Delaware corporation
       having  a  principal  office  at  25  John  Road,  Canton,  Massachusetts
       (referred to as the "Borrower"),  hereby unconditionally  promises to pay
       to the  order of  BANKBOSTON.  N.A.  (f/k/a  The First  National  Bank of
       Boston) (hereinafter,  together with its  successors-in-title and assigns
       the  "Bank")  at the head  office of the  Bank,  at 100  Federal  Street,
       Boston,  Massachusetts,  the principal sum of TWENTY-FIVE MILLION DOLLARS
       ($25,000,000),  or, if less,  the aggregate  unpaid  principal  amount of
       advances hereunder made by the Bank to the Borrower under the Amended and
       Restated Loan  Agreement  dated August 17, 1973,  as amended  between the
       Borrower and the Bank, (as now or hereafter  amended,  the  "Agreement").
       Capitalized terms used herein and not otherwise defined herein shall have
       the meanings assigned to them in the Agreement. Unless otherwise provided
       herein,  the  rules of  interpretation  set forth in  Section  1.2 of the
       Agreement shall be applicable to this Note."


         3. Except as specifically  provided herein, all terms and conditions of
the Note shall  remain in full force and  effect  and are  hereby  ratified  and
confirmed.  On and after the date  hereof,  each  reference in the Note to "this
Note",  "hereunder",  "hereof"  or words of like import  referring  to the Note,
shall mean and be a reference  to the Note as amended by this Fourth  Amendment,
and each reference in the Loan  Agreement and any other loan  documents  between
the Borrower and the Bank, to the Note, "thereunder", "thereof" or words of like
import  referring  to the  Note  shall  mean and be a  reference  to the Note as
amended by this Fourth Amendment.

         3. This Fourth Amendment shall take effect as a sealed instrument under
the laws of the  Commonwealth  of  Massachusetts  as of the date  first  written
above.

                               COPLEY PHARMACEUTICAL, INC.


                               By:/s/Daniel M.P. Caron
                               ---------------------------
                                   Daniel M. P. Caron, CFO



                               BANKBOSTON, N.A.


                               By:/s/ Jeffrey R. Westling
                               ---------------------------------
                                   Jeffrey R. Westling, Director