NOVEN PHARMACEUTICALS INC
EX-10.48 MANUFACTURING AND SUPPLY AGREEMENT
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<TYPE>EX-10.48
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<FILENAME>g12359exv10w48.htm
<DESCRIPTION>EX-10.48 MANUFACTURING AND SUPPLY AGREEMENT
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<TITLE>EX-10.48 Manufacturing and Supply Agreement</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.48</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Non-Confidential Exhibit&nbsp;A</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>MANUFACTURING AND SUPPLY AGREEMENT</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS MANUFACTURING AND SUPPLY AGREEMENT (this &#147;<B>Agreement</B>&#148;) is dated as of December
6, 2007 and is between ANIP ACQUISITION COMPANY, d/b/a ANI PHARMACEUTICALS, INC. (&#147;ANI&#148;), a
Delaware corporation and JDS Pharmaceuticals, LLC, a New York limited liability company, (&#147;<B>JDS</B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties wish to set forth the terms and conditions under which ANI will manufacture for
and supply to JDS the Products described herein. Accordingly, in consideration of the mutual
promises and undertakings contained herein and intending to be legally bound hereby, the parties
hereto agree as follows:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE I</B></U><BR>
<B>DEFINITIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">When used in this Agreement, the following terms shall have the meanings set forth below:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Act</B>&#148; shall mean the Federal Food, Drug and Cosmetic Act, as amended, and the regulations
promulgated there under from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Affiliate</B>&#148; shall mean any person or legal entity controlling, controlled by or under common
control with the person with respect to whom such status is at issue and shall include,
without limitation, any corporation 50% or more of the voting power of which (or other
comparable ownership interest for an entity other than a corporation) is owned, directly or
indirectly, by a party hereto or any corporation, person or entity which owns 50% or more of
such voting power of a party hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Agreement</B>&#148; shall have the meaning given to that term in the introductory paragraph hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>ANI &#146;s Shipping Point</B>&#148; shall mean ANI&#146;s facility in Baudette, Minnesota
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>cGMP</B>&#148; means the current Good Manufacturing Practice regulations applicable to the
manufacture of the Products hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Claims</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;5.1</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Confidential Information</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;7.1</U>
hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Contract Quarter</B>&#148; shall mean (i)&nbsp;the period from the date of this Agreement through and
including September&nbsp;30, 2007, and (ii)&nbsp;thereafter, each period of three (3)&nbsp;successive
calendar months during each Contract Year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Contract Year</B>&#148; shall mean (i)&nbsp;the period from the date of this Agreement through and
including December&nbsp;31, 2007, and (ii)&nbsp;thereafter, January 1 through December&nbsp;31 of each
succeeding calendar year, unless terminated before such later date as provided herein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>FDA</B>&#148; shall mean the United States Food and Drug Administration and any successor agency.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>&#147;Firm Commitment&#148; </B>shall have the meaning of a no cancellation clause on forecast
product requirements in the Contract Quarter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Force Majeure Event</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;9.1</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Form</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;2.3</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Indemnitee</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;5.3</U> hereof.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Indemnitor</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;5.3</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Labeling</B>&#148; shall mean all unit Products labels, package inserts, carton imprints, tablet
debossing/embossing and/or imprinting and all other markings on packaging for, or other
similar materials related to, the Products that are defined as labels or labeling under any
applicable law or regulation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Labeling Specifications</B>&#148; shall mean the labeling and packaging specifications for the
Products attached here to as <U>Exhibit&nbsp;B</U> and made a part hereof, as such
specifications may be amended from time to time by mutual agreement in writing of the
Parties.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;Latent Defects&#146; shall have the meaning given to that term in Section&nbsp;2.7 (c)
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Law</B>&#148; means any applicable statute, law, ordinance, rule, regulation, order, judgment,
ruling or decree enacted, adopted, issued or promulgated by any Regulatory Authority.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Manufacturing Authorization</B>&#148; means any authorization necessary to manufacture the Products
as granted by the applicable Regulatory Authority.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Manufacturing Standards</B>&#148; shall mean all U.S. Laws applicable to the manufacture of the
Products.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%"><B>&#147;Net Sales&#148; </B>shall have the meaning given to that term in Section&nbsp;2.4(b) (iii)&nbsp;hereof
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>NDC</B>&#148; shall mean the national drug code assigned to each Product by the FDA.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Nonconformance</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;2.7(c)</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>PPI</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;2.4(b)</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Products</B>&#148; shall mean the pharmaceutical dosage form consisting of: Lithium Carbonate as an
active ingredient in the presentations specified in <U>Exhibit&nbsp;A </U>hereto and
incorporated herein by reference, including, without limitation, bulk form, whether to be
ultimately sold by JDS under the LITHOBID<SUP style="font-size: 85%; vertical-align: text-top">&#174;</SUP> (Lithium Carbonate, USP, Slow-Release Tablets)
trademark or in generic form.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Product Specifications</B>&#148; shall mean the specifications for the Products attached hereto as
<U>Exhibit&nbsp;C,</U> incorporated by reference herein, the Products specifications and methods
set forth as of the date hereof in the manufacturing and control sections of the new drug
application heretofore submitted to and approved by the FDA for the Products (including any
Labeling requirements specified therein) and any amendments to such specifications that may
be mutually agreed upon by the parties in writing.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Regulatory Authority</B>&#148; shall mean any U.S. governmental regulatory authority involved in
granting approvals for the manufacture, marketing, sale, reimbursement and/or pricing of
Products in the U.S., including, without limitation, the FDA and any judicial or
administrative decisions relating thereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Regulatory Change</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;9.2</U> hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Regulatory Standards</B>&#148; shall mean all laws, rules, regulations and Regulatory Authority
advisory opinions or orders applicable to the manufacturing, marketing, sale, reimbursement
and/or pricing of any Products.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Specifications</B>&#148; shall mean the Products Specifications and the Labeling Specifications.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&#147;<B>Standard Cost</B>&#148; shall have the meaning given to that term in <U>Section&nbsp;2.4(b)</U> hereof.
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE II</B></U><BR>
<B>SUPPLY</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.1 Generally</B>. Subject to the terms and conditions of this Agreement, ANI shall supply to JDS
and JDS shall purchase from ANI the Products in such quantities as JDS may order hereunder from
time to time for its worldwide requirements. Except for such quantities of the Product as JDS may
order in bulk in accordance with the terms hereof, ANI shall supply the Product in finished,
packaged form and tested in accordance with the Specifications and Manufacturing Standards. ANI
will not implement any change in materials, components, processes or test methods without
consulting with and receiving the prior written approval of JDS. ANI will utilize its change
control processes in this regard. In addition, a Quality Agreement will be developed for quality
governance substantially in the form attached hereto as <U>Exhibit&nbsp;D.</U></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.2 Forecasts.</B></DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a) <U>Initial Forecast</U> Within fifteen (15)&nbsp;business days of the signing of this
Agreement, JDS shall submit to ANI a written forecast of its requirements for the Products
for the first Contract Year, the first Contract Quarter of which shall constitute a Firm
Commitment of JDS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b) <U>Subsequent Forecasts</U> JDS shall submit to ANI by the first day of each
successive Contract Quarter a 12-month rolling forecast, by Contract Quarter, of its
requirements for the Products, the first quarter of which shall constitute a Firm Commitment
of JDS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c)&nbsp;ANI shall base its production planning on the forecasts provided to ANI by JDS pursuant
Sections&nbsp;2.2(a) and 2.2(b), with the option to manufacture successive batches to three (3)
batches&#093; of JDS&#146;s forecast requirements for the Contract Quarter. ANI shall have the right
at any time, to order materials and supplies to manufacture one hundred percent (100%) of
those amounts of Product ordered by JDS under Section&nbsp;2.2(a) and 2.2(b). In addition, to
the extent any materials necessary to the manufacture of the Product require a longer lead
time, ANI shall be entitled to order such materials as it deems appropriate to fulfill its
obligations hereunder and consistent with normal production practices in the pharmaceutical
industry, and considering the term of this Agreement. If any such materials or any work in
process become unusable due to a change in the Product Specifications or orders lower than
forecasts, ANI shall have the right to invoice JDS for the full cost of unusable materials
or work in process and JDS shall promptly pay such invoice. JDS shall have full rights and
title to such obsolete materials (and work in process). At JDS&#146;s election, such materials
(and work in process) shall be (i)&nbsp;destroyed by ANI, at JDS&#146;s expense or (ii)&nbsp;transferred by
ANI to JDS at JDS&#146;s expense.
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.3 Purchase Orders</B>. Within thirty (30)&nbsp;days of the signing of this Agreement, JDS shall place its
initial purchase order for the first quarter which is the Firm Commitment period described in
<U>Section&nbsp;2.2(a)</U>. JDS shall place orders for Products only in whole number multiples of
specified-size lots. JDS shall place each subsequent order for Products by delivering to ANI a
written purchase order specifying the quantity and delivery date (which delivery date shall not be
less than ninety (90)&nbsp;days after the date such purchase order is delivered to ANI unless otherwise
agreed). Unless the parties otherwise agree, quantities specified in purchase orders for each
Product for the second and subsequent Contract Quarters may not be less than 80% nor more than 120%
of those set forth for such quarter in the most recent forecast submitted to ANI hereunder;
provided, however, that ANI will use commercially reasonable</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">efforts to fill any orders for quantities in excess of such maximum amount. ANI shall acknowledge
and accept each purchase order received from JDS which complies with the forecast and order
procedures set forth herein, within four (4)&nbsp;business days after receipt.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.4 Pricing and Payment.</B></DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a)&nbsp;General Price. The purchase price of Products supplied to JDS hereunder shall be ***
plus any applicable sales or use taxes, duties and other similar taxes, unless JDS provides
ANI with a valid resale certificate or other proof of exemption.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)&nbsp;Price Changes. ***
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c)&nbsp;Other Increases and/or Payments. ***
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(d)&nbsp;Invoicing and Payment. ANI shall invoice JDS for each shipment of the Product
simultaneously with ANI&#146;s actual shipment of Products and delivery to JDS of a certificate
of analysis relating to such shipment. Payment shall be due within thirty (30)&nbsp;days from
invoice date. Past due balances shall be subject to a service charge of 12% per annum, but
in no event shall such charge exceed the maximum rate permitted by law. All payments shall
be made in U.S. dollars.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(e)&nbsp;Books
and Records. ANI shall maintain accurate books and records of Standard Cost
and other costs for which JDS is responsible pursuant to Section&nbsp;2.4 which shall, from the
date hereof until twelve (12)&nbsp;months following the expiration date of the last batch of
Product manufactured hereunder, be made available for inspection and audit by JDS at least
once per year solely for the purpose of verifying price increases pursuant to this Section
2.4 and other costs for which JDS is responsible. JDS shall be responsible for the costs of
any such inspection and audit, provided that if it is determined that JDS has paid costs
which exceed the costs as to which JDS is responsible pursuant to Section&nbsp;2.4 by more than
5%, ANI shall be responsible for the reasonable costs of such audit, as well as for
refunding the amount of the JDS overpayment.
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.5 Delivery</B>.</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a)&nbsp;Generally. All Products sold to JDS hereunder shall be delivered to JDS FOB ANI&#146;s
Shipping Point. All risk of loss shall pass to JDS when ANI so delivers Products to a
carrier for JDS. JDS shall designate a carrier and mode of shipment on each purchase order
submitted to ANI provided, however, that should JDS fail to designate a carrier on its
purchase order, ANI shall use the common carrier designated by JDS as its default carrier,
or if JDS shall fail to designate a default carrier, ANI may select a common carrier for the
account and risk of JDS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)&nbsp;Deviation from Agreed Delivery Time. ANI shall use commercially reasonable efforts
to fill each purchase order submitted hereunder by the specified shipment date. Originally
agreed times for delivery to JDS&#146;s carrier are not to be deemed of the essence of an
accepted order, and reasonable deviations from originally agreed times will be accepted by
JDS. Deviations of more than *** shall be deemed unreasonable, unless JDS has on hand an
inventory of Products sufficient to meet JDS&#146;s requirements (based on its forecasts
delivered to ANI under Section&nbsp;2.2) for *** in which case deviations of more than *** will
be deemed unreasonable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c)&nbsp;Delay in Delivery. JDS recognizes the inherent difficulty in producing the Product and
also recognizes that delays in shipment, while non-routine, may occur from time to time.
ANI shall notify JDS promptly of any circumstance that may cause a delay in making
Products available for shipment FOB ANI&#146;s Shipping Point, stating the estimated period of
delay and the reasons
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">therefore. ANI shall use commercially reasonable efforts to avoid or minimize the delay,
including, when necessary or at JDS&#146;s request, the expenditure of premium time and shipping
via air or other expedited routing. Any additional cost caused by such requirements shall
be borne by the party causing the delay to the extent of any culpability. If no culpability
can be assigned to either party, such additional costs for premium time and air shipment
requested by JDS shall be borne solely by JDS. Nothing herein may be construed to prejudice
any of the express rights or remedies provided to either party in this Agreement. In
addition to any such rights JDS may have hereunder, JDS shall have the right to cancel any
order which is not made available for shipment FOB ANI&#146;s Shipping Point for more than ***
after its agreed shipment date for causes other than Force Majeure Events or Regulatory
Changes so long as such delay has arisen through no fault or negligence of JDS.
Notwithstanding the foregoing, ANI shall not be liable in any way (including, without
limitation, for the additional costs caused by the requirements set forth above in this
section) for any delay excused under Article&nbsp;IX hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(d)&nbsp;Priority of Supply. If for any reason (including without limitation, a back order
situation, a Force Majeure Event or a Regulatory Change) ANI is unable to supply JDS&#146;s
demand for Products and the demands of ANI&#146;s other customers (including ANI and ANI&#146;s
Affiliates), ANI shall give JDS&#146;s demand at least equal priority to those of ANI&#146;s other
customers (including ANI and ANI&#146;s Affiliates).
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.6 Labeling and Packaging</B>.</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a)&nbsp;Generally. JDS shall provide to ANI and shall bear the sole responsibility for
ensuring the accuracy of the information contained in all Labeling Specifications and for
compliance thereof with all Regulatory Standards. ANI shall be responsible for procuring all
Labeling, which shall be created in accordance with the Labeling Specifications. With
respect to all Products to be supplied in finished, packaged form, ANI shall procure
sufficient Labeling to cover quantities of the Products as to which JDS&#146;s forecasts under
Section&nbsp;2.2 hereof constitute a firm commitment. Acquisition of additional inventory of
Labeling components beyond the three (3)&nbsp;month commitment shall be made only with advance
consultation of JDS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)&nbsp;Changes. Should JDS desire or be required to change any component of Labeling or to
introduce a new packaging component to which Labeling will be affixed, JDS shall so inform
ANI and shall be responsible for updating the artwork or text, as applicable, and providing
it to ANI in camera-ready or electronic form and in compliance with the Labeling
Specifications. ANI shall make all necessary arrangements for such Labeling to be printed
and shall provide to JDS printer&#146;s proofs of all Labeling for JDS&#146;s review.Within fifteen
(15)&nbsp;business days of its receipt of such proofs, JDS shall either provide to ANI any
necessary corrections thereto or notify ANI of its approval of such proofs. Upon JDS&#146;s
acceptance thereof, ANI shall return all artwork provided by JDS. ANI shall be entitled to
directly charge JDS, amounts to take account of only those costs incurred in making changes
to Labeling and/or packaging as provided for in this Section&nbsp;2.6(b). Allowable transition
cost charges include, without limitation, the costs of acquiring new Labeling in a timely
manner to meet JDS&#146;s pending purchase orders and forecast demand and the acquisition and
disposal costs associated with obsolete inventory of Labeling, films, plates and packaging.
ANI will charge JDS direct, out-of-pocket expenses in a one-time charge after completion of
the Labeling transition.
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.7 Stability Testing and Inspection of Products</B>.</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a)&nbsp;Stability Testing. ANI shall provide stability testing for Products manufactured
hereunder, and shall provide all stability results to JDS in a timely fashion. ANI and JDS
shall agree to a work outline to accomplish an acceptable stability program. ANI shall
retain a suitable quantity
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">of retained samples until twelve (12)&nbsp;months after the stated expiration date for the tested
Product. ANI shall promptly notify JDS of any costs associated with the agreed upon
stability testing program for the Products beyond those which ANI customarily and routinely
incurs in connection with stability testing and such additional costs shall be charged to
and shall be the sole responsibility of JDS (through an adjustment to the Standard Cost).
ANI will notify JDS of stability failures within 48 hours of ANI&#146;s s becoming aware of any
such failure.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)&nbsp;Certificate of Analysis. ANI will provide JDS with a certificate of analysis for all
batches of Products shipped to JDS which shall include, without limitation, the expiry date.
Such certificate of analysis shall be delivered to JDS at the time of shipment of the
Products. Delivery of any Products by ANI to JDS shall constitute a certification by ANI
that at the time of delivery the Products conforms to the certificate of analysis provided
therewith and the Product Specifications and was manufactured in accordance with the
Manufacturing Standards. JDS shall store all Products in conditions as specified in the
Product Specifications. All Products delivered to JDS shall have a remaining expiry period
of no more than three months less than the total initial labeled expiry period. To avoid
confusion, and as an example: for Product that has an initial labeled expiry period of 24
months the Product delivered must have at least 21&nbsp;months remaining expiry period upon
receipt by JDS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c)&nbsp;Nonconformance. Within thirty (30)&nbsp;days after its receipt of each shipment of Products
at the destination specified in the shipping instructions, JDS shall inspect such shipment
for material nonconformance with the applicable purchase order, the applicable
Specifications or the representations and warranties of ANI set forth herein
(&#147;Nonconformance&#148;). If, upon such inspection, JDS discovers any Nonconformance, JDS may
reject the nonconforming portion of such shipment by giving prompt written notice to ANI
Such notice shall include a copy of JDS&#146;s test results and specify the precise
Nonconformance upon which such rejection is based. Absent such notification, JDS shall be
deemed to have accepted the shipment, except as to latent defects that could not have been
detected in such 30-day period (&#147;Latent Defects&#148;). In no event shall ANI be liable for any
Non-conformance arising out of the shipment, storage, use or handling of the Products
following its delivery FOB ANI&#146;s Shipping Point.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(d)&nbsp;Procedure. Upon notifying ANI of any Nonconformance, or upon notifying ANI of any Latent
Defects, JDS shall afford ANI a reasonable opportunity to inspect the shipment in question
and make any appropriate adjustment or replacement. The parties shall submit any dispute
regarding the proper rejection of a shipment to a mutually selected independent laboratory,
the determination of which shall be binding on the parties and the costs of which shall be
borne by the party against whom such determination is rendered. If such laboratory confirms
a Nonconformance or Latent Defect in the shipment in question (or any part of it) at the
time of delivery to the carrier, or if the parties agree that there is a shortage or a
Nonconformance or Latent Defect, then ANI shall use commercially reasonable efforts to make
up the shortage or replace any nonconforming Products, as the case may be, with such new
Products to be shipped at ANI&#146;s expense to the same destination as the original shipment.
If ANI is unable to make up the shortage or replace any nonconforming Products, it shall
promptly refund any money paid by JDS with respect to such undelivered or nonconforming
Products and reimburse JDS for the costs of shipping such Products. ANI may, at its sole
option, either direct JDS to return nonconforming Products to ANI or have it destroyed by
JDS, and certify such destruction to ANI, all at ANI&#146;s expense. ANI&#146;s supply of
substitute Products which conform to the applicable Specifications or, as the case may be,
payment of the refund and reimbursement provided for herein, shall satisfy and discharge all
claims or potential claims which JDS may have against ANI with respect to undelivered or
nonconforming Products in that shipment, provided replacement Products is available to JDS
within thirty (30)&nbsp;days of the identified shortage.
</DIV>

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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.8 Inspection of Facility</B>. JDS or its designees may, at its sole expense, inspect the facilities
being used by ANI to manufacture, package, store or ship the Products to assure compliance with
Manufacturing Standards. Each such inspection shall be conducted upon reasonable advance notice,
at mutually agreed times during regular business hours and in a manner which minimizes disruption
of ANI&#146;s business operations. JDS may conduct such inspections no more than twice each Contract
Year unless it has a good faith reason to believe such facility is not materially in compliance
with Manufacturing Standards.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.9 Recalls</B>. If any Regulatory Authority with applicable jurisdiction shall order, or it shall
otherwise become necessary to perform, any corrective action or market action with respect to any
Products manufactured by ANI (including, without limitation, any recall, field correction, market
withdrawal, stock recovery, customer notice or restriction), JDS shall have the exclusive
responsibility to appropriately manage such action. If such corrective action or market action is
caused by the action of or necessitated by the breach by one of the parties of any of its
warranties, representations, obligations, covenants or agreements contained herein, or in any
Manufacturing Authorization, then such party shall be liable, and shall reimburse the other party,
for all reasonable costs incurred by the non-breaching party in connection with such action
(including, without limitation, reasonable attorney&#146;s fees and expenses). If each of the parties
is partly responsible for such corrective action or market action, then each party shall be
responsible for its proportionate share of such costs. If neither party is responsible for such
corrective action or market action, then JDS shall be responsible for such costs. JDS shall also
be exclusively responsible for handling all customer complaints, inquiries and the like, and ANI
shall appropriately cooperate with JDS, including the completion of an investigation and the
preparation and submission of a complaint report to JDS or its designees.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>2.10 Process Improvements and Development Activities. </B>***</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE III</B></U><BR>
<B>REPRESENTATIONS AND WARRANTIES</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>3.1 Representations and Warranties of ANI. </B>ANI represents and warrants to JDS as follows:</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><U>Conformance of Products</U>. Subject to JDS&#146;s obligations with respect to supplies of the
Labeling Specifications under <U>Section&nbsp;2.6</U> hereof, each certification by ANI pursuant to
<U>Section&nbsp;2.7(b)</U> shall be deemed a representation and warranty hereunder, any breach of which
representation and warranty being subject to the provisions of <U>Section&nbsp;5.1</U>, <U>Section
2.7(c)</U> and <U>Section&nbsp;2.7(d)</U> and the limitations contained in <U>Section&nbsp;3.3</U>.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><U>Adulteration; Misbranding</U>. Subject to JDS&#146;s obligations with respect to supplies of the
Labeling Specifications under <U>Section&nbsp;2.6</U> hereof, no Products supplied by ANI to JDS under
this Agreement shall, at the time of delivery to the carrier FOB ANI&#146;s Shipping Point, be
adulterated or misbranded within the ANI of the Act or be an article which may not be introduced
into interstate commerce under the provisions of Section&nbsp;505 of the Act.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><U>Organization; Standing</U>. ANI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite power and authority to own,
lease and operate its properties and to carry on its business as now being conducted.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><U>Authorization; Binding Effect</U>. The execution and delivery by ANI of this Agreement, the
performance by ANI of its obligations hereunder and the consummation by ANI of the transactions
contemplated hereby have been duly authorized by all necessary corporate action on the part of ANI
This Agreement has been duly executed and delivered by a duly authorized officer of ANI and
constitutes the valid and legally binding obligation of ANI enforceable against ANI in accordance
with its terms.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><U>No Conflict; Consents</U>. The execution and delivery of this Agreement by ANI (a)&nbsp;will not
violate or result in the breach of, constitute a default under, or accelerate the performance
required by, any term of any covenant, agreement or understanding to which ANI or any Affiliate is
a party, or any Law to which ANI or any Affiliate is subject and (b)&nbsp;requires no consents or
agreements of any third party (including governmental bodies) necessary for the performance by ANI
of its obligations under this Agreement, and ANI has, and at all times will maintain, all necessary
Manufacturing Authorizations.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><U>Representations and Warranties of JDS</U>. JDS represents and warrants to ANI as follows:</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a) <U>Organization; Standing</U>. JDS is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware and has all
requisite power and authority to own, lease and operate its properties and to carry on its
business as now being conducted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b) <U>Authorization; Binding Effect</U>. The execution and delivery by JDS of this
Agreement, the performance by JDS of its obligations hereunder and the consummation by JDS of the
transactions contemplated hereby have been duly authorized by all necessary action on the part of
JDS. This Agreement has been duly executed and delivered by a duly authorized officer of JDS and
constitutes the valid and legally binding obligation of JDS enforceable against JDS in accordance
with its terms.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c) <U>NoConflict;Consents</U>. The execution and delivery of this Agreement by JDS (a)
will not violate or result in the breach of, constitute a default under, or accelerate the
performance required by, any term of any covenant, agreement or understanding to which JDS
or any Affiliate is a party, or any Law to which JDS or any Affiliate is subject and (b)
requires no consents or agreements of any third party (including governmental bodies)
necessary for the performance by JDS of its obligations under this Agreement.
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>3.2 Limitations.</B></DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, HE PARTIES AGREE THAT ANI
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, AND
SPECIFICALLY DISCLAIMS AND SHALL NOT BE LIABLE TO JDS OR OTHERS IN RESPECT OF:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 7%">(i)&nbsp;ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO THE PRODUCTS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR
MATERIALS;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 7%">(ii)&nbsp;ANY LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OTHER THAN TO THE
EXTENT REASONABLY FORESEEABLE IN LIGHT OF THE OBJECTIVES OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT , BUT SUBJECT TO THE FURTHER LIMITATIONS IN <U>SECTION 3.3(C)</U> BELOW),
WHETHER ARISING OUT OF A BREACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR
OTHERWISE AND WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 7%">(iii)&nbsp;ANY LIABILITY TO THE EXTENT ARISING AS A RESULT OF PRODUCTS: (I)&nbsp;HAVING
BEEN TAMPERED WITH OTHER THAN BY ANI OR ITS AGENTS, (II)&nbsp;HAVING BEEN SUBJECT TO
MISUSE, NEGLIGENCE OR ACCIDENT OTHER THAN BY ANI OR ITS AGENTS, (III)&nbsp;HAVING BEEN
STORED, HANDLED OR USED OTHER THAN BY ANI OR ITS AGENTS IN A MANNER CONTRARY TO
REGULATORY STANDARDS OR THE INSTRUCTIONS CONTAINED ON LABELING, OR (IV)&nbsp;HAVING
EXCEEDED ITS STATED EXPIRATION.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT IN
ANY EVENT EXCEED ***.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NONE OF THE LIMITATIONS ON
LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO ACTS OR OMISSIONS OF ANI TAKEN OR OMITTED
TO BE TAKEN WITH INTENT TO BREACH THE REPRESENTATIONS, WARRANTIES OR OBLIGATIONS OF ANI
UNDER THIS AGREEMENT.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE IV</B></U><BR>
<B>TERM AND TERMINATION</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>4.1 Term</B>. This Agreement shall become effective as of the date hereof and shall continue until
five (5)&nbsp;years following the Effective Date (the &#147;<B>Initial Term</B>&#148;), unless terminated earlier by
mutual agreement of the parties or by one of the parties in accordance with this Article&nbsp;4.1;
provided further that JDS shall have the option, in its sole discretion, to extend the <B>Initial Term</B>
of this Agreement for three (3)&nbsp;successive terms of one (1)&nbsp;year each (each a <B>&#147;Renewal Term&#148; </B>and
collectively with the <B>Initial Term</B>, the <B>&#147;Term&#148;) </B>by providing ANI written notice of such election
not less than six (6)&nbsp;months prior to the expiration of the <B>Initial Term </B>or then current <B>Renewal
Term.</B></DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>4.2 Term. </B>The term of this agreement shall commence on the date hereof and shall continue for a
period of five years, unless terminated earlier pursuant to <U>Section&nbsp;4.2</U> or <U>Section&nbsp;4.3
</U>hereof. This Agreement may be renewed for such additional period and upon such other terms as
the parties may mutually agree</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>4.3 Termination by Mutual Agreement</B>. The parties may terminate this Agreement any time by mutual
written agreement</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>4.4 Termination upon Material Breach</B>. Subject to the last two sentences of this <U>Section
4.3</U>, either party may terminate this Agreement upon not less than sixty (60)&nbsp;days written
notice thereof to the other party of the material breach by the other party of any of its
representations, warranties, covenants or agreements contained in this Agreement (provided,
however, that the breaching party may extend such notice period by up to thirty (30)&nbsp;additional
days upon its written certification that (i)&nbsp;such breach is not reasonably capable of being cured
within such 60-day period and (ii)&nbsp;it has commenced and is diligently pursuing efforts to cure such
breach). Upon the expiration of such notice period, this Agreement shall terminate without the need
for further action by either party; provided, however, that if the breach upon which such notice of
termination is based shall have been fully cured to the reasonable satisfaction of the
non-breaching party within such notice period, then such notice of termination shall be deemed
rescinded, and this Agreement shall be deemed reinstated and in full force and effect. Such right
of termination shall be in addition to such other rights and remedies as the terminating party may
have under any Law. The time periods for termination stated above in this <U>Section&nbsp;4.3</U>,
shall be suspended during the period commencing upon a bona fide dispute arising between the
parties as to whether a material breach has occurred and ending upon the date such dispute is
finally determined. In the event such final determination provides for the payment of money and
such amount is paid in full by the obligor within ten (10)&nbsp;days of such determination, no
termination right shall arise hereunder with respect to the matter in question.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>4.5 Rights and Duties upon Termination.</B></DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a)<U>Supply and Purchase of Products</U>. Unless otherwise mutually agreed by the
parties, ANI shall supply, and JDS shall purchase in accordance with the provisions hereof,
all quantities of Products ordered by JDS hereunder prior to the date of expiration or
termination; provided, however, that ANI shall not be required to supply volumes of Products
which exceed the amounts for which ANI is responsible under the forecast and firm order
procedures herein for the balance of the Calendar Quarter in which the termination occurs.
In addition, JDS shall remain liable for and shall duly pay all costs incurred prior to the
effective date of expiration or termination which are
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">properly chargeable to JDS pursuant to the terms of this Agreement. JDS shall have the
right to use and sell any such Products in the ordinary course including Products which may
contain reference to ANI
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b)<U>Purchase of Additional Materials</U>. Upon the expiration or termination of
this Agreement, JDS shall, if so requested by ANI, purchase (i)&nbsp;all dedicated raw and
packaging materials acquired by ANI hereunder to manufacture the Products, at ANI&#146;s actual
cost thereof, (ii)&nbsp;all work-in-progress of the Products at ANI&#146;s actual cost thereof, and
(iii)&nbsp;all inventory of finished Products then in ANI&#146;s possession at the then-current
purchase price hereunder. In addition, JDS shall pay ANI the actual out of pocket cost for
any non-cancelable commitments made by ANI for materials hereunder. Notwithstanding anything
to the contrary in the preceding two sentences, the foregoing purchase and payment
obligations of JDS shall be limited solely to materials obtained, Products manufactured and
non-cancelable commitments incurred by ANI for quantities of the Products as to which JDS&#146;s
forecasts under <U>Section&nbsp;2.2</U> hereof constitute a firm commitment or for which
purchase orders have been received and which, in the case of Products, comply with the
Product Specifications and all Manufacturing Standards. All materials purchased by JDS
become the property of JDS and ANI will, at the request of JDS, arrange to ship such
materials to locations designated by JDS. The cost of the freight shall be borne by JDS.
The foregoing purchase and payment obligations shall not apply in the event of a termination
by JDS based on a breach by ANI of its supply obligations.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE V</B></U><BR>
<B>INDEMNIFICATION</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>5.1 By ANI. </B>Subject to the limitations described in <U>Section&nbsp;3.3</U>, ANI shall defend,
indemnify and hold harmless JDS and its Affiliates, successors, permitted assigns and their
respective officers, directors, managers, members, stockholders, partners and employees from and
against any and all Claims arising out of (a)&nbsp;any breach of any representation, warranty or
covenant of ANI hereunder, (b)&nbsp;any negligent storage or handling of the Products by ANI prior to
delivery to JDS FOB ANI&#146;s Shipping Point, (c)&nbsp;any negligent act or omission of ANI or its
employees, agents or other contractors with respect to the Products, (d)&nbsp;the failure of ANI to
comply with any applicable Regulatory Standards with respect to the manufacture or storage, or (e)
all personal injury (including death) and/or property damage resulting from the manufacture,
handling, or possession of the Products prior to ANI&#146;s delivery of the Products to JDS FOB ANI&#146;s
Shipping Point. For purposes of this Agreement, &#147;<B>Claims</B>&#148; shall mean any and all liabilities and
expenses whatsoever, including, without limitation, claims, adversary proceedings (whether before a
court, Regulatory Authority or any other tribunal), damages (other than special, incidental,
consequential or punitive damages except to the extent awarded to a third party), judgments,
awards, penalties, settlements, investigations, costs, and attorneys&#146; fees and disbursements</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>5.2 By JDS</B>. Subject to the limitations set forth in Section&nbsp;3.3., JDS shall defend, indemnify and
hold harmless ANI and its Affiliates, successors, permitted assigns and their respective officers,
directors, stockholders, partners and employees from and against any and all Claims arising out of
(a)&nbsp;any breach of any representation, warranty or covenant of JDS hereunder, (b)&nbsp;any negligent act
or omission of JDS or its employees, agents or other contractors with respect to the Products, (c)
the failure of JDS to comply with any applicable Regulatory Standards with respect to the
importation, marketing, distribution or sale of the Products, (d)&nbsp;any Labeling for the Products
approved by JDS, (e)&nbsp;the infringement of any patent, trademark or other intellectual property
rights by the sale or use of the Products, or (f)&nbsp;all personal injury (including death) and/or
property damage resulting from the handling, possession, marketing, promotion or use of the
Products following ANI&#146;s delivery of the Products to JDS FOB ANI&#146;sShipping Point. Notwithstanding
the preceding sentence, JDS shall not be required to indemnify ANI with respect to any</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">Claim arising from ANI&#146;s breach of its representations, warranties or covenants hereunder or ANI&#146;s
willful misconduct with respect to the Products.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>5.3 Procedure</B>. Any person or entity intending to claim indemnification hereunder (an &#147;<B>Indemnitee</B>&#148;)
shall notify the party hereunder from whom indemnification is sought (the &#147;<B>Indemnitor</B>&#148;) in writing
within a reasonable time of any third-party Claim for which indemnification is sought hereunder.
The failure to give timely notice to the Indemnitor shall not release the Indemnitor from any
liability to the Indemnitee to the extent the Indemnitor is not prejudiced thereby. The Indemnitor
shall have the right, by notice to the Indemnitee within fifteen (15)&nbsp;business days after the
Indemnitor&#146;s receipt of notice thereof, to assume the defense of any such third-party Claim with
counsel of the Indemnitor&#146;s choice and at Indemnitor&#146;s sole expense. If the Indemnitor so assumes
such defense, the Indemnitee may participate therein through counsel of its choice, but at its sole
expense. The party not assuming the defense of the third-party Claim shall render all reasonable
assistance to the party assuming the defense, and all reasonable out-of-pocket costs of such
assistance shall be for the account of the Indemnitor. No such third-party Claim shall be settled
other than by the party defending it, and then only with the consent of the other party (which
shall not be unreasonably withheld or delayed). The Indemnitee shall, however, have no obligation
to consent to any settlement which imposes on the Indemnitee any liability or obligation which
cannot be assumed and performed in full by the Indemnitor, and the Indemnitee shall have no right
to withhold its consent to any settlement which involves only the payment of money by the
Indemnitor or its insurer.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE VI</B></U><BR>
<B>ADVERSE EVENT REPORTS</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">JDS shall be solely responsible for receiving, recording and responding to all customer inquiries
and complaints and all reports of alleged adverse events relating to the Product, and for reporting
all such matters to appropriate Regulatory Authorities in accordance with applicable law. ANI
shall provide JDS with any technical information relating to formulation, manufacture or stability
of the Product reasonably necessary to enable JDS to perform all such activities. Should ANI
receive any notice or inquiry regarding adverse events, it shall immediately transmit them to JDS.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE VII</B></U><BR>
<B>CONFIDENTIALITY</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>7.1 Generally</B>. Each party shall hold all Confidential Information disclosed to it by the other in
the strictest confidence and shall protect all such Confidential Information with the same degree
of care that it exercises with respect to its own proprietary information. Without the prior
written consent of the disclosing entity, the receiving party shall neither use, disclose, divulge
or otherwise disseminate any Confidential Information to any person or entity outside of the party,
except for the receiving party&#146;s attorney and such other professionals as the receiving party may
retain in order for it to enforce the provisions of this Agreement. For purposes of this
Agreement, &#147;<B>Confidential Information</B>&#148; shall consist of any information, whether or not reduced to
writing, which either party shall from time to time possess in relation to the development,
formulation, manufacture, testing or packaging of the Products and which is not generally known to
the public or within the pharmaceutical industry and which one party hereto discloses to the other
party.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>7.2 Restriction</B>. Neither party shall use the other&#146;s name or disclose the existence or terms of
this Agreement without the written permission of the other except for references in Products
packaging or labeling required by law or otherwise contemplated herein.<B>7.3 Exceptions</B>.
Notwithstanding <U>Section&nbsp;7.1</U></DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">hereof, neither party shall have any obligations with respect to any Confidential Information which
(a)&nbsp;is or becomes within the public domain through no act of the receiving party in breach of this
Agreement, (b)&nbsp;was lawfully in the possession of the receiving party without any restriction on use
or disclosure prior to its disclosure hereunder, (c)&nbsp;is lawfully received from another source
subsequent to the date of this Agreement without any restriction on use or disclosure, (d)&nbsp;is
deemed in writing by the disclosing entity no longer to be Confidential Information, or (e)&nbsp;is
required to be disclosed by order of any court of competent jurisdiction or other governmental
authority (provided, however, in such latter case, that the receiving party shall timely inform the
disclosing party of all such legal or governmental proceedings so that the disclosing party may
attempt by appropriate legal means to limit such disclosure, and the receiving party shall further
use its best efforts to limit the disclosure and maintain confidentiality to the maximum extent
possible).</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE VIII</B></U><BR>
<B>COOPERATION WITH GOVERNMENTAL REQUIREMENTS</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">The parties shall cooperate with one another as may be reasonably necessary or appropriate to
satisfy all governmental requirements and obtain all needed permits, approvals and licenses with
respect to the manufacture, storage, packaging and sale of the Products. Such cooperation shall
include, without limitation, communicating with Regulatory Authorities and making available as
promptly as reasonably practicable all information, documents and other materials which result from
the performance by ANI of its obligations hereunder which JDS is required to submit. The costs and
expenses of such cooperation, if applicable, shall be subject to the parties&#146; mutual agreement.
JDS shall be responsible for all regulatory reporting of Products. ANI shall assist JDS by
providing necessary support and information and shall prepare the annual cGMP Products reviews.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE IX</B></U><BR>
<B>FORCE MAJEURE</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>9.1 Effects of Force Majeure</B>. Notwithstanding any other provision of this Agreement to the
contrary, neither party shall be held liable or responsible for failure or delay in fulfilling or
performing any of its obligations under this Agreement to the extent that such failure or delay
results from any cause beyond its reasonable control, including, without limitation, fire, flood,
explosion, war, strike, labor unrest, riot, embargo, inability to obtain necessary raw materials or
supplies, acts or omissions of carriers, or act of God (each, a &#147;<B>Force Majeure Event</B>&#148;). Subject to
<U>Section&nbsp;9.4</U>, such excuse shall continue as long as the Force Majeure Event continues,
following which such party shall promptly resume performance hereunder.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>9.2 Effects of Regulatory Changes</B>. Notwithstanding any other provision of this Agreement to the
contrary, neither party shall be held responsible or liable for failure or delay in fulfilling or
performing any of its obligations under this Agreement to the extent that such failure or delay
results from good faith efforts to comply with the enactment or revision of any law, rule,
regulation or regulatory advisory opinion or order applicable to the manufacturing, marketing,
sale, reimbursement and/or pricing of the Products (a &#147;<B>Regulatory Change</B>&#148;). Such excuse shall
continue as long as performance is prevented by the affected party&#146;s good faith efforts to comply
with such Regulatory Change, following which such party shall promptly resume performance
hereunder.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>9.3 Notice</B>. The party affected by a Force Majeure Event or a Regulatory Change shall notify the
other party thereof as promptly as practicable after its occurrence. Such notice shall describe the
nature of such Force Majeure Event or Regulatory Change and the extent and expected duration of the
affected party&#146;s inability fully to perform its obligations hereunder. The affected party shall use
all reasonable efforts to minimize the effects of or end any such event so as to facilitate the
resumption of full performance hereunder and shall notify the other party when it is again fully
able to perform such obligations.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>9.4 Limitation</B>. Notwithstanding anything to the contrary herein, in the event a Regulatory Change
or Force Majeure Event continues for more than 180&nbsp;days, JDS shall have the right to terminate this
Agreement upon notice and upon JDS&#146;s request, ANI shall cooperate to assist in the transfer of
technology to a new manufacturer at no additional labor cost to JDS. JDS shall bear the cost and
expense of the foregoing technology transfer in the case of a Regulatory Change, and the parties
shall bear the cost and expense of a technology transfer in such proportion as is just and
equitable in the case of a Force Majeure Event.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE X</B></U><BR>
<B>INDEPENDENT CONTRACTORS</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">The relationship between ANI and JDS is that of independent contractors, and nothing herein shall
be deemed to constitute the relationship of partners, joint venturers, nor of principal and agent
between ANI and JDS. Neither party shall have any express or implied right or authority to assume
or create any obligations on behalf of or in the name of the other party or to bind the other party
to any contract, agreement or undertaking with any third party</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE XI</B></U><BR>
<B>FURTHER ACTIONS</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt">The parties shall execute such additional documents and perform all such other and further acts as
may be necessary to carry out the purposes and intents of this Agreement.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE XII</B></U><BR>
<B>DISPUTE RESOLUTION</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>12.1 Negotiation</B>. Any dispute, controversy or claim arising out of or relating to this Agreement
or the breach, termination, or invalidity hereof shall be submitted for negotiation and settlement
in the first instance to the Senior Vice President of Sales &#038; Marketing of ANI, or such person&#146;s
designee of equivalent or superior position, and the Senior Vice President Strategic Alliances, or
such person&#146;s designee of equivalent or superior position.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>12.2 Arbitration</B>. If the parties are unable to settle a dispute, controversy or claim hereunder
pursuant to <U>Section&nbsp;12.1</U>, the matter shall be finally resolved by arbitration in accordance
with the rules of American Arbitration Association, except as modified by this <U>Section
12.2</U>. The number of arbitrators shall be three (3), one (1)&nbsp;of whom is selected by JDS, one
(1)&nbsp;of whom is selected by ANI and one (1)&nbsp;of whom is selected by ANI and JDS (or by the other two
(2)&nbsp;arbitrators if the parties cannot agree). The arbitration proceeding shall be conducted in the
English language. The arbitration proceeding shall be brought in State of Delaware, unless the
parties agree in writing to conduct the arbitration in another location. The arbitration decision
shall be binding and not be appealable to any court in any jurisdiction. The prevailing party may
enter such decision in any court having competent jurisdiction. Each party shall pay its own
expenses of arbitration and the expenses of the arbitrators shall be equally shared except that if,
in the opinion of the arbitrators, any claim by a party hereto or any defense or objection thereto
by the other party was unreasonable, the arbitrators may in their discretion assess as part of the
award any part of the arbitration expenses of the other party (including reasonable attorneys&#146;
fees) and expenses of the arbitrators against the party raising such unreasonable claim, defense or
objection.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>12.3 Interim Relief</B>. Any party may, without inconsistency with this Agreement, apply to any court
having jurisdiction hereof and seek injunctive relief so as to maintain the status quo until such
time as the arbitration award is rendered or the controversy is otherwise resolved.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>ARTICLE XIII</B></U><BR>
<B>MISCELLANEOUS</B>
</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.1 Notices</B>. All notices, requests, instructions, consents and other communications to be given
pursuant to this Agreement shall be in writing and shall be deemed received (a)&nbsp;on the same day if
delivered in person, by same-day courier or by telegraph, telex, facsimile, electronic mail or
other electronic transmission, (b)&nbsp;on the next day if delivered by overnight mail or courier, or
(c)&nbsp;on the date indicated on the return receipt, or if there is no such receipt, on the third
calendar day (excluding Sundays) if delivered by certified or registered mail, postage prepaid, to
the party for whom intended to the following addresses:</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to JDS:
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>JDS Pharmaceutical, LLC<BR>
Bruce C. Friedman<BR>
Vice President Technical Operations<BR>
405 Lexington Ave<BR>
New York, NY 10174</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With a copy to:
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Noven Pharmaceuticals, Inc.<BR>
Mr.&nbsp;Jeff Mihm<BR>
Vice President and General<BR>
11960 SW 144<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Street<BR>
Miami,FL 33186</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to ANI:
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>ANIP Acquisition Company<BR>
d/b/a ANI Pharmaceuticals, Inc.<BR>
Mr.&nbsp;Thomas L. Anderson<BR>
CEO<BR>
7131 Ambassador Road; Suite&nbsp;150<BR>
Woodlawn, Maryland 21244</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With a copy to:
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Sonnenschein Nath &#038; Rosenthal LLP<BR>
1221 Avenue of the Americas<BR>
25<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Floor<BR>
New York, NY 10020<BR>
Attn: Ms.&nbsp;Jane A. Meyer</TD>
</TR>
</TABLE>
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each party may by written notice given to the other in accordance with this Agreement change
the address to which notices to such party are to be delivered.
</DIV>

<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.2 Entire Agreement</B>. This Agreement and the agreements being executed contemporaneously herewith
contain the entire understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, whether written or oral, between
them with respect to the subject matter hereof and thereof. Each party has executed this Agreement
without reliance upon any promise, representation or warranty other than those expressly set forth
herein and in such other agreements.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.3 Amendment</B>. No amendment of this Agreement shall be effective unless embodied in a written
instrument executed by both of the parties.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.4 Waiver of Breach</B>. The failure of either party at any time to enforce any of the provisions of
this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any
way to affect the validity of this Agreement or any provisions hereof or the right of any party
hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach
of any of the provisions of this Agreement shall be effective unless set forth in a written
instrument executed by the party against whom or which enforcement of such waiver is sought; and no
waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent
breach.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.5 Assignability</B>. This Agreement may not be assigned by either party to any third party without
the prior written consent of the other party: except that (i)&nbsp;either party may assign this
Agreement, without the prior written consent of the other party, to any of its Affiliates, to any
purchaser of all or substantially all of its assets or to any successor corporation resulting from
any merger or consolidation with or into such corporation and (ii)&nbsp;ANI may assign this Agreement,
without the prior written consent of JDS, to any purchaser of the Facility. In the event of any
such assignment, the assignee shall expressly assume in writing the performance of all the terms
and conditions of this Agreement and all of the obligations to be performed by the assignor. Any
assignment not in accordance with this Agreement shall be void.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.6 Governing Law; Jurisdiction</B>. This Agreement shall be governed by and construed in accordance
with the laws of Delaware without regard to its conflicts of laws principles. The parties consent
to the personal jurisdiction and venue of the United States Federal Courts and further consent that
any process, notice of motion or other application to either such court or a judge thereof may be
served by registered or certified mail or by personal service, provided that a reasonable time for
appearance is allowed.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.7 Severability</B>. All of the provisions of this Agreement are intended to be distinct and
severable. If any provision of this Agreement is or is declared to be invalid or unenforceable in
any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such
invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the
balance of such provision, to the extent it is not invalid or unenforceable, or the remaining
provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.8 Publicity</B>. Neither party shall issue any press release or make any similar public announcement
concerning the transactions contemplated in this Agreement, except as may be required by law
(including federal securities law) or judicial order, without the prior written consent of the
other party. Neither party shall issue any press release or make any similar announcement which
includes the name of the other party or its affiliates or otherwise uses the name of the other
party in any public statement or publicly released document except as required by law (including
federal securities law) or with the prior written consent of the other party.</DIV>


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<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.9 Survival</B>. The provisions of <U>Section&nbsp;2.5</U> (Delivery), <U>Section&nbsp;2.7</U> (Inspection of
Products), <U>Section&nbsp;2.9</U> (Recalls), <U>Section&nbsp;3</U> (Representation and Warranties),
<U>Section&nbsp;4.4</U> (Rights and Duties Upon Termination), <U>Article&nbsp;V</U> (Indemnification),
<U>Article&nbsp;VII</U> (Confidentiality), <U>Section&nbsp;13.6</U> (Governing Law; Jurisdiction),
<U>Section&nbsp;13.8</U> (Publicity) and this <U>Section&nbsp;13.9</U> (Survival) shall survive the
termination or expiration of this Agreement for any reason.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.10 Headings</B>. The headings of sections and subsections have been included for convenience only
and shall not be considered in interpreting this Agreement.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.11 Counterparts</B>. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, and all of which together shall constitute one and the same Agreement.
This Agreement may be executed and delivered via electronic facsimile transmission with the same
force and effect as if it were executed and delivered by the parties simultaneously in the presence
of one another.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.12 Execution</B>. At the time of execution of this Agreement, the parties shall cause their
authorized officers to execute two original copies of this Agreement, one copy of which shall be
maintained by each party at that party&#146;s offices. Each party represents that the person who
executes this Agreement is authorized and empowered to obligate and bind his party under this
Agreement.</DIV>


<DIV align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt; margin-top: 6pt"><B>13.13 Facsimile Signatures</B>. Any counterpart of this Agreement may be signed and transmitted by
facsimile with the same force and effect as if such counterpart was an ink-signed original.</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;SIGNATURE PAGE FOLLOWS&#093;
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date
first written above.
</DIV>
<P><DIV style="position: relative; float: left; width: 45%">

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">ANIP ACQUISITION COMPANY <BR>
ANI PHARMACEUTICALS, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Jane Williams
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Jane Williams                                 &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left" nowrap>Sr. Vice President, Sales and Marketing&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Date:&nbsp;&nbsp;</TD>
    <TD align="left">December 6, 2007&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
</DIV>
<DIV style="position: relative; float: right; width: 45%">

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">JDS PHARMACEUTICALS, LLC<BR>
<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Richard P. Gilbert
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Richard P. Gilbert&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left" nowrap>Vice President, Operations&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Date:&nbsp;&nbsp;</TD>
    <TD align="left">January 2, 2008&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
</DIV>
<BR clear="all"><BR>


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