PERRIGO CO
NOMINATING AGREEMENT
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<DESCRIPTION>NOMINATING AGREEMENT
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<P align="right" style="font-size: 10pt"><B>EXHIBIT 10.2</B>



<P align="center" style="font-size: 10pt">NOMINATING AGREEMENT



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This NOMINATING AGREEMENT (this &#147;<B>Agreement</B>&#148;) is made as of November&nbsp;14,
2004 between Perrigo Company, a Michigan corporation (&#147;<B>Buyer</B>&#148;), and the
undersigned shareholder (&#147;<B>Shareholder</B>&#148;) of Agis Industries (1983)&nbsp;Ltd., an
Israeli public company (the &#147;<B>Company</B>&#148;).


<P align="center" style="font-size: 10pt">RECITALS:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, concurrently with the execution and delivery of this Agreement,
Buyer, Perrigo Israel Opportunities, Ltd., a private Israeli company and
indirect wholly owned subsidiary of Buyer (&#147;<B>Merger Sub</B>&#148;), and the Company are
entering into an Agreement and Plan of Merger of even date herewith (the
&#147;<B>Merger Agreement</B>&#148;), pursuant to which Merger Sub will be merged with and into
the Company (the &#147;<B>Merger</B>&#148;);


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, concurrently with the execution and delivery of this Agreement,
Buyer and Shareholder are entering into (i)&nbsp;an Undertaking Agreement (the
&#147;<B>Undertaking Agreement</B>&#148;), pursuant to which Shareholder agrees to vote in favor
of the transactions contemplated by the Merger Agreement and (ii)&nbsp;a Lockup
Agreement (the &#147;<B>Lockup Agreement</B>&#148;), pursuant to which Shareholder agrees, for a
specific period of time, not to sell shares of Buyer common stock that
Shareholder acquired upon the consummation of the Merger;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, it is a condition to the willingness of Shareholder to enter into
the Undertaking Agreement and the Lockup Agreement that Buyer provide
Shareholder with the right to designate directors to the Board of Directors of
Buyer in the manner set forth herein at the time of the consummation of the
transactions contemplated by the Merger Agreement; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, in order to induce Shareholder to enter into the Undertaking
Agreement and the Lockup Agreement, Buyer has agreed to enter into this
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the foregoing premises and of the
covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties hereto agree as follows:

<P align="left" style="font-size: 10pt">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Definitions.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Capitalized terms used herein and not otherwise defined shall have the
meaning of set forth in the Merger Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#147;<B>Own</B>&#148; with respect to any securities means actual ownership by the
Shareholder (it being understood that any shares of Buyer common stock (i)
beneficially owned by Shareholder but held in nominee or street name or (ii)
transferred by Shareholder to a family member, trust or other entity controlled
by Shareholder solely for estate or tax planning purposes shall be deemed Owned
by Shareholder for purposes of this Agreement).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#147;<B>Board</B>&#148; means the Board of Directors of Buyer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#147;<B>Director</B>&#148; means a member of the Board.


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#147;<B>Independent</B>&#148; has the meaning set forth in the rules of the Nasdaq
Stock Market.

<P align="left" style="font-size: 10pt">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Director Nomination Rights.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On the Closing Date, the Board shall appoint Shareholder and one
Independent candidate designated by Shareholder to the Board (provided, that if
such Independent candidate has not been designated by Shareholder on or prior
to the Closing Date, the Board shall appoint to the Board such Independent
candidate when subsequently so designated by Shareholder). The parties hereto
acknowledge and agree that the Shareholder shall be appointed to the Board to
serve for a term expiring at Buyer&#146;s 2007 annual meeting term and such
Independent candidate shall be appointed to the Board to serve for a term
expiring at Buyer&#146;s 2006 annual meeting in order to comply with the
requirements for staggered terms and apportioned classes of Directors set forth
in Buyer&#146;s By-laws. Notwithstanding the foregoing, the appointment of
Shareholder or any Shareholder-designated candidate pursuant to this Section
2(a), (i)&nbsp;shall be subject to the approval process of Buyer&#146;s Nominating &#038;
Governance Committee, consistent with Buyer&#146;s Corporate Governance Guidelines,
and (ii)&nbsp;must have the requisite qualifications as determined in good faith by
the Nominating &#038; Governance Committee; provided, however, that if for any
reason the conditions set forth in clauses (i)&nbsp;and (ii)&nbsp;are not satisfied,
Shareholder shall have the right to designate an alternate person or persons to
be so nominated. Nothing in this Section&nbsp;2 shall prevent the Board from acting
in good faith in accordance with its Corporate Governance Guidelines while
giving due consideration to the intent of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; After the Closing Date, should there exist or occur any vacancy on the
Board as a result of death, disability, retirement, resignation, removal or any
other reason, including if any current Director shall not be nominated for
re-election (other than any vacancy resulting from the death, disability,
retirement, resignation or removal of Shareholder or any Shareholder Director),
the Board shall appoint one additional Independent candidate designated by
Shareholder to the Board to serve for a term of office continuing only until
the next election of the class of Directors in which the vacancy occurs. The
parties hereto acknowledge and agree that such Independent candidate shall be
nominated to the same class as the Director that such Independent candidate is
replacing. Notwithstanding the foregoing, the appointment of a
Shareholder-designated candidate pursuant to this Section&nbsp;2(b), (i)&nbsp;shall be
subject to the approval process of Buyer&#146;s Nominating &#038; Governance Committee,
consistent with Buyer&#146;s Corporate Governance Guidelines, and (ii)&nbsp;must have the
requisite qualifications as determined in good faith by the Nominating &#038;
Governance Committee; provided, however, that if for any reason the conditions
set forth in clauses (i)&nbsp;and (ii)&nbsp;are not satisfied, Shareholder shall have the
right to designate an alternate person or persons to be so nominated. Nothing
in this Section&nbsp;2 shall prevent the Board from acting in good faith in
accordance with its Corporate Governance Guidelines while giving due
consideration to the intent of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Following the initial appointments referenced in Sections 2(a) and (b)
above, Buyer shall nominate for the Board at the next applicable annual meeting
of the shareholders of Buyer, any Independent candidates designated by
Shareholder pursuant to the terms of this Agreement (each such designated
Independent candidate a &#147;<B>Shareholder Director</B>&#148; and collectively, the
&#147;<B>Shareholder Directors</B>&#148;); provided, however, that Buyer shall only be obligated
to nominate any Shareholder Director at the annual meeting at which the term of
the class of Directors to which any Shareholder Director belongs has expired
and such class of


<P align="left" style="font-size: 10pt">2
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<P align="left" style="font-size: 10pt">Directors is up for election. In accordance with its Corporate Governance
Guidelines, the Board shall submit in writing the name of any Shareholder
Director to the Buyer Nominating &#038; Governance Committee for election to the
Board. The Company shall use its reasonable best efforts (i)&nbsp;to cause the
Buyer Nominating &#038; Governance Committee to include the name of the Shareholder
Directors so submitted among its nominees for election to the Board and (ii)&nbsp;to
cause the Board to unanimously recommend that the shareholders of Buyer vote in
favor of the Shareholder Directors; provided, however, that if for any reason
the conditions set forth in clauses (i)&nbsp;and (ii)&nbsp;are not satisfied, Shareholder
shall have the right to designate an alternate person or persons to be so
nominated. Nothing in this Section&nbsp;2 shall prevent the Board from acting in
good faith in accordance with its Corporate Governance Guidelines while giving
due consideration to the intent of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Following the initial appointment of Shareholder referenced in Section
2(a) above, Buyer shall nominate Shareholder at each applicable annual meeting
of the shareholders of Buyer to serve on the Board; provided, however, the
Buyer shall only be obligated to nominate the Shareholder at each annual
meeting at which the term of the class of Directors to which Shareholder
belongs has expired and such class of Directors is up for election. In
accordance with its Corporate Governance Guidelines, the Board shall submit in
writing Shareholder&#146;s name to the Buyer Nominating &#038; Governance Committee for
election to the Board. The Company shall use its reasonable best efforts (i)
to cause the Buyer Nominating &#038; Governance Committee to include the Shareholder
so submitted among its nominees for election to the Board and (ii)&nbsp;to cause the
Board to unanimously recommend that the shareholders of Buyer to vote in favor
of Shareholder. Nothing in this Section&nbsp;2 shall prevent the Board from acting
in good faith in accordance with its Corporate Governance Guidelines while
giving due consideration to the intent of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Shareholder Directors (but not the Shareholder), will each be
invited to serve on at least one committee of the Board while serving as
Directors, in accordance with and subject to their respective qualifications.
The parties hereto acknowledge and agree that so long as each applicable
Shareholder Director (i)&nbsp;submits to the proper approval process with the
Nominating &#038; Governance Committee, consistent with Buyer&#146;s Corporate Governance
Guidelines and (ii)&nbsp;has the requisite qualifications as determined in good
faith by the Nominating &#038; Governance Committee, one of the Shareholder
Directors will be invited to serve on the Audit Committee of the Board while
serving as a Director and one of the Shareholder Directors will be invited to
serve on the Compensation Committee of the Board while serving as a Director.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to Sections&nbsp;2(c), 2(g), 3, and 5, in the event any Shareholder
Director dies, becomes disabled or resigns, retires or is removed from the
Board, Shareholder shall have the right to designate a replacement director to
fill such vacancy to serve for a term of office continuing only until the next
election of the class of Directors in which the vacancy occurs and such
replacement director shall be considered a &#147;Shareholder Director&#148; for purposes
of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The rights of Shareholder to designate any Shareholder Director,
the right of any Shareholder Director to sit on the Board, and the obligations
of the Board and Buyer pursuant to this Section&nbsp;2 with respect to the
Shareholder Directors shall terminate in the event that Shareholder both (A)
ceases to Own 9% of the outstanding shares of Buyer common stock


<P align="left" style="font-size: 10pt">3
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<P align="left" style="font-size: 10pt">and (B)&nbsp;ceases to Own 9,000,000 shares of Buyer common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All rights of Shareholder, including without limitation, the right of
Shareholder to sit on the Board, and the obligations of the Board and Buyer
pursuant to this Section&nbsp;2, shall terminate in the event Shareholder ceases to
Own 5,000,000 shares of Buyer common stock.

<P align="left" style="font-size: 10pt">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Resignation of Directors.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each Shareholder Director shall tender his or her resignation from the
Board, (i)&nbsp;at the time Shareholder both (A)&nbsp;ceases to Own 9% of the outstanding
shares of Buyer common stock and (B)&nbsp;ceases to Own 9,000,000 shares of Buyer
common stock, or (ii)&nbsp;if such person is no longer entitled to serve on the
Board pursuant to the terms hereof. In the event Buyer shall not have accepted
such resignation offer within 30&nbsp;days following the date thereof, the
Shareholder Director shall continue to serve on the Board until the next
election of the class of Directors to which such Shareholder Director belongs.
Buyer&#146;s obligations to nominate and recommend each Shareholder Director is
conditioned upon each such Shareholder Director&#146;s execution and delivery to
Buyer of a written agreement to be bound by the terms of this Section&nbsp;3.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Shareholder shall tender his resignation from the Board, (i)&nbsp;at the
time Shareholder ceases to Own 5,000,000 shares of Buyer common stock, or (ii)
if he is no longer entitled to serve on the Board pursuant to the terms hereof.
In the event Buyer shall not have accepted such resignation offer within 30
days following the date thereof, Shareholder shall continue to serve on the
Board until the next election of the class of Directors to which Shareholder
belongs.

<P align="left" style="font-size: 10pt">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Equal Treatment. Buyer shall provide the same compensation and rights and
benefits of indemnity to the Shareholder Directors as are provided to other
non-employee directors.


<P align="left" style="font-size: 10pt">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Limitations on Nomination Rights. Notwithstanding anything contained in
this Agreement to the contrary, Shareholder shall not be entitled to designate
any Shareholder Directors if the nomination of such Shareholder Directors would
violate applicable law or would result in a breach by the Board of its
fiduciary duties to Buyer and its shareholders, the approval process of the
Nominating &#038; Governance Committee, or the Board&#146;s Corporate Governance
Guidelines while giving due consideration to the intent of this Agreement;
provided, however, that the foregoing shall not affect the Shareholder&#146;s right
to designate an alternate person or persons to be so nominated.


<P align="left" style="font-size: 10pt">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amendments and Waivers.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any provision of this Agreement may be amended or waived if, and only if,
such amendment or waiver is in writing and is signed, in the case of an
amendment, by each party to this Agreement, or in the case of a waiver, by the
party against whom the waiver is to be effective.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No failure or delay by any party in exercising any right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. To the maximum extent permitted by law,
(a)&nbsp;no waiver that may be given by a party shall be applicable except in the
specific instance for which it was given and (b)&nbsp;no notice to or demand on one
party shall be deemed to be a waiver of any obligation of such party or the
right of the party giving such notice or demand to take further action without
notice or demand.

<P align="left" style="font-size: 10pt">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Assignment. This Agreement may not be assigned by either party hereto
without the prior written consent of the other party. Subject to the foregoing
sentence, all of the terms and provisions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
executors, heirs, personal representatives, successors and assigns.


<P align="left" style="font-size: 10pt">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Entire Agreement. This Agreement and the documents, instruments and other
agreements specifically referred to herein or delivered pursuant hereto, set
forth the entire understanding of the parties with respect to the subject
matter hereof. Any and all previous agreements and understandings between or
among the parties regarding the subject matter hereof, whether written or oral,
are superseded by this Agreement.


<P align="left" style="font-size: 10pt">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Notices. Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing and
shall be deemed given; (a)&nbsp;on the date established by the sender as having been
delivered personally; (b)&nbsp;on the date delivered by a private courier as
established by the sender by evidence obtained from the courier; (c)&nbsp;on the
date sent by facsimile, with confirmation of transmission, if sent during
normal business hours of the recipient, if not, then on the next business day;
or (d)&nbsp;on the fifth day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications, to be valid,
must be addressed as follows:



<P align="left" style="font-size: 10pt; margin-left: 30%">If to Buyer, to:


<P align="left" style="font-size: 10pt; margin-left: 30%">Perrigo Company<BR>
515 Eastern Avenue<BR>
Allegan, MI 49010<BR>
Attention: Chief Executive Officer<BR>
Telecopier: 269-673-7535


<P align="left" style="font-size: 10pt; margin-left: 30%">and


<P align="left" style="font-size: 10pt; margin-left: 30%">Perrigo Company<BR>
515 Eastern Avenue<BR>
Allegan, MI 49010<BR>
Attention: Vice President and General Counsel<BR>
Telecopier: 269-673-1386


<P align="left" style="font-size: 10pt">5
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<P align="left" style="font-size: 10pt; margin-left: 30%">with a copy to:


<P align="left" style="font-size: 10pt; margin-left: 30%">Morgan, Lewis &#038; Bockius LLP<BR>
502 Carnegie Center<BR>
Princeton, NJ 08540<BR>
Attention:. Randall B. Sunberg, Esq.<BR>
Telecopier: 609-919-6639


<P align="left" style="font-size: 10pt; margin-left: 25%">If to Shareholder:


<P align="left" style="font-size: 10pt; margin-left: 30%">Moshe Arkin<BR>
29 Lehi Street<BR>
Bnei-Brak 51200<BR>
Israel<BR>
Telecopier: 972-3-577-3500


<P align="left" style="font-size: 10pt; margin-left: 25%">with a copy to:


<P align="left" style="font-size: 10pt; margin-left: 30%">Skadden, Arps, Slate, Meagher &#038; Flom LLP<BR>
Four Times Square<BR>
New York, NY 10036<BR>
Attn: David Fox, Esq.<BR>
<div style="font-size: 10pt; margin-left: 34%">Thomas W. Greenberg, Esq.</div>
<div style="font-size: 10pt; margin-left: 30%">Telecopier: 212-735-2000</div>


<P align="left" style="font-size: 10pt; margin-left: 30%">and


<P align="left" style="font-size: 10pt; margin-left: 30%">Rosenberg, Hacohen, Goddard &#038; Ephrat<BR>
24 Raoul Wallenberg Street<BR>
Tel-Aviv 69719<BR>
Israel<BR>
Attn: Dan Hacohen, Adv.<BR>
Telecopier: 972-3-766-6567

<P align="left" style="font-size: 10pt">or to such other address or to the attention of such Person or Persons as the
recipient party has specified by prior written notice to the sending party (or
in the case of counsel, to such other readily ascertainable business address as
such counsel may hereafter maintain). If more than one method for sending
notice as set forth above is used, the earliest notice date established as set
forth above shall control.


<P align="left" style="font-size: 10pt">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Captions. All captions contained in this Agreement are for convenience of
reference only, do not form a part of this Agreement and shall not affect in
any way the meaning or interpretation of this Agreement.


<P align="left" style="font-size: 10pt">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Counterparts. This Agreement may be executed in counterparts, and either
party may execute such counterpart, both of which when executed and delivered
shall be deemed to be an original and which counterparts taken together shall
constitute but one and the same instrument.



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<P align="left" style="font-size: 10pt">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Severability; Enforcement. Any provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall be ineffective to the
extent of such invalidity or unenforceability without invalidating or
rendering unenforceable the remaining provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


<P align="left" style="font-size: 10pt">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Specific Performance. The parties hereto agree that irreparable damage
would occur in the event that any provision of this Agreement were not
performed in accordance with its specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to seek an injunction
or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction without the necessity of demonstrating damages
or posting a bond, this being in addition to any other remedy to which they are
entitled at law or in equity.


<P align="left" style="font-size: 10pt">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent to Jurisdiction. Each party irrevocably submits to the exclusive
jurisdiction of any court of competent jurisdiction in the State of New York
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby. Each party agrees to commence
any such action, suit or proceeding in any court of competent jurisdiction in
the State of New York. Each party further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party&#146;s respective
address set forth above shall be effective service of process for any action,
suit or proceeding in a court of competent jurisdiction in the State of New
York with respect to any matters to which it has submitted to jurisdiction in
this Section&nbsp;14. Each party irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or the transactions contemplated hereby in a court of
competent jurisdiction in the State of New York, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT HEREOF.


<P align="left" style="font-size: 10pt">15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Governing Law. This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of New York, without giving
effect to any choice of law or conflict of laws rules or provisions (whether of
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York;
provided, however, that any matter involving the internal corporate affairs of
Buyer shall be governed by the provisions of the jurisdiction of its
incorporation.


<P align="left" style="font-size: 10pt">16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Condition to Effectiveness. Notwithstanding anything in this Agreement to
the contrary, this Agreement shall not be effective until the Effective Time.
In the event the Effective Time does not occur, this Agreement shall not be
valid, binding and enforceable against any of the parties hereto.



<P align="center" style="font-size: 10pt">&#091;Signature Page to Follow&#093;



<P align="left" style="font-size: 10pt">7
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto all as of the day and year first above written.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">PERRIGO COMPANY<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ David T. Gibbons
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD>David T. Gibbons&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD>Chairman, President and Chief<br>
Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">SHAREHOLDER<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">/s/ Moshe Arkin
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">(Signature)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">                                         Moshe Arkin
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Print Name&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><I>&#091;Signature Page to Nominating Agreement&#093;</I>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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