PHARMACEUTICAL RESOURCES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit_10-50.txt
<TEXT>


              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                     WITH SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION

                                LICENSE AGREEMENT

      This  License  Agreement  ("Agreement")  is by and between  Mead Johnson &
Company  ("Licensor"),  having a place of business at 2404 Pennsylvania  Street,
Evansville,  IN 47721,  Bristol-Myers Squibb Company ("BMS"),  having a place of
business at 345 Park Avenue,  New York, NY 10154, and Par  Pharmaceutical,  Inc.
("Licensee"),  having a place of business at One Ram Ridge Road,  Spring Valley,
New York 10977.

      WHEREAS,  Licensor is the owner of the registered  trademark MEGACE in the
United States;

      WHEREAS,  Licensee  acknowledges  and agrees that Licensor has developed a
certain  goodwill in the MEGACE  trademark as indicating  origin and a very high
degree of quality of goods  manufactured,  promoted  and sold by Licensor in the
United States under and in relation to the MEGACE trademark;

      WHEREAS,  it is the desire and  intention of the parties that  Licensee be
permitted to use the MEGACE  trademark in the United States and its  possessions
and territories solely in connection with the packaging, promotion and sale of a
certain   nanodispersion   formulation  of  megestrol  acetate  currently  being
developed by Licensee; and

      WHEREAS,  BMS is willing to engage in certain promotional  activities with
respect to its MEGACE oral suspension product.

      NOW  THEREFORE,   in   consideration  of  the  above  and  other  valuable
consideration, the parties hereto agree as follows:

1.    DEFINITIONS

      1.1 "Affiliate"  means any corporation or other entity which controls,  is
controlled  by, or is under  common  control with a party to this  Agreement.  A
corporation  or  other  entity  shall  be  regarded  as in  control  of  another
corporation  or entity  if it owns or  directly  or  indirectly  controls  fifty
percent  (50%) or more of the voting  stock or other  ownership  interest of the
other  corporation or entity,  or if it possesses,  directly or indirectly,  the
power to direct or cause the  direction  of the  management  and policies of the
corporation or other entity or the power to elect or appoint fifty percent (50%)
or more of the members of the governing body of the corporation or other entity.

      1.2 "BMS  Product"  means the oral  suspension  formulation  of  megestrol
acetate  being  marketed  and sold under the  Licensed  Trademark  by BMS in the
Territory as of the Effective Date.

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      1.3 "Confidential  Information"  means and includes,  without  limitation,
information  and data of the disclosing  party supplied to the receiving  party,
whether  communicated in writing or orally or by other means, in connection with
this Agreement,  and which is designated confidential by the disclosing party at
the time of  disclosure,  and if  disclosed  or obtained  orally or visually (or
otherwise in a non-written form), such information is described or summarized in
a writing or other tangible form and identified as confidential to the receiving
party  within  thirty  (30)  days of such  disclosure.  The  terms,  but not the
existence of this  Agreement,  shall be considered  Confidential  Information of
each party.

      1.4  "Effective  Date" means the date this  Agreement  is last signed by a
party to this Agreement.

      1.5 "FDA" means the United States Food and Drug Administration.

      1.6 "First Commercial Sale" means the first sale for use or consumption by
the public of Product (as defined  below) in the  Territory  (as defined  below)
after all required approvals to market and sell Product have been granted by the
FDA.

      1.7 "Licensed Trademark" means MEGACE, U.S. Registration No. 834996.

      1.8 "NDA" means a new drug application filed with the FDA.

      1.9 "Net Sales" means the gross invoiced price at which Product is sold by
Licensee in an  arms-length,  unbundled  transaction  to an  unaffiliated  third
party,  less (a) any sales tax, (b) any cash discount allowed and actually taken
by Licensee's customer and (c) any allowance to Licensee's customer for returned
or rejected  Product,  provided that such allowances  relate to sales which were
previously included in royalty  calculations under this Agreement,  (d) payments
or rebates incurred pursuant to federal,  state, and local government assistance
programs,  such as Medicare or Medicaid  programs,  whether in existence  now or
enacted at any time hereafter,  (e) customer  rebates paid, (f) chargebacks paid
on the sale or resale of Product,  and (g) trade and quantity  discounts  given.
The  aforementioned  deductions  shall be the only  deductions  from the invoice
price allowed for purposes of computing  royalties under this  Agreement.  These
amounts are to be determined on an accrual basis in accordance  with  accounting
principles generally accepted in the United States.

      1.10 "Product" means an oral suspension  formulation of megestrol  acetate
that is currently being developed by Licensee and that is manufactured using the
proprietary   nanodispersion   technology   of   Elan   Corporation   known   as
NanoCrystal(R) Technology or similar technology.

      1.11  "Territory"   means  the  United  States  and  its  possessions  and
territories.

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2.    LICENSE GRANT

      2.1  Licensor  hereby  grants  to  Licensee,   and  Licensee  accepts,  an
exclusive,  non-assignable (except as provided in Article 16), non-sublicensable
right and  license to use the  Licensed  Trademark  in the  Territory  solely in
connection  with the  packaging,  promotion,  and sale of the Product during the
term of this  Agreement,  subject to the right of Licensor  and its  Affiliates,
including but not limited to BMS, to manufacture,  market,  promote and sell any
and all of  Licensor's  own  current or future  products  and any and all of its
Affiliates'  current or future products  containing  megestrol acetate under the
Licensed  Trademark,  including but not limited to the BMS Product,  which right
shall not be transferable or assignable to any third party except as provided in
Article 16. For purposes of clarity Par shall have the right to sell the Product
under the Licensed Trademark through its normal distribution  methods by selling
the Product to wholesalers,  distributors,  retail chains and the like, who will
then resell the Product bearing the Licensed Trademark.

      2.2 It is  expressly  understood  and  agreed  by  Licensee  that no right
whatsoever  to grant any  sublicense  to use the  Licensed  Trademark is granted
hereunder,  and that no  further  right to the  Licensed  Trademark  is  granted
hereunder except as specifically set forth herein.

3.    OBLIGATIONS OF LICENSEE

      3.1 Licensee shall use the Licensed  Trademark in connection with the sale
of the  Product.  Such use  shall  comply  with the  standards,  specifications,
instructions and directions approved by Licensor in writing.

      3.2  In  the  event  that   Licensee   wants  to  change  the   standards,
specifications, instructions and directions approved by Licensor, Licensee shall
not implement any such change before the expiration of forty-five (45) days from
the date Licensee gives written notice to Licensor of the desired change. In the
absence of formal written  refusal  notified by Licensor to Licensee within such
forty-five  (45) day period,  Licensor will be  considered as having  authorized
such changes.  In the event of formal  written  refusal,  and if Licensee  still
wishes to implement such change in the Product, this Agreement may be terminated
by Licensor subject to a notice period of three months, during which period such
change shall be withheld.

      3.3 Licensee  undertakes to comply with all laws  pertaining to trademarks
in force at any time in the Territory including,  but not limited to, compliance
with  marking  requirements  and shall  indicate on all  labeling,  packaging or
printed material that the Licensed Trademark is registered, is owned by Licensor
and is licensed from Licensor.

      3.4  Licensee  will  permit  Licensor  or  one  or  more  duly  authorized
representatives or agents of Licensor to inspect,  examine and test the Product,
on the premises of Licensee at all reasonable times, and to inspect the offices,

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plants,  equipment,  facilities,  and materials of Licensee  which relate to the
Licensee's  use of the  Licensed  Trademark.  Licensee  shall,  upon  request of
Licensor,  submit without cost to Licensor or its duly authorized representative
or agent  samples  of the  Product  which it sells or  intends to sell under the
Licensed  Trademark  for  the  purpose  of  ascertaining   compliance  with  the
provisions of this Agreement.

      3.5 Licensee  agrees that the Product shall be of a very high standard and
quality so as to protect and enhance the prestige of the Licensed  Trademark and
the goodwill  pertaining  thereto.  Licensor  shall advise  Licensee of each and
every discrepancy in such very high degree of quality or in the adherence to the
standards,  specifications,  instructions  and directions  approved by Licensor,
whereupon  Licensee shall promptly  arrange to the  satisfaction of Licensor for
correction of each and every such discrepancy.

      3.6 Consistent with the terms hereof,  Licensee agrees to use commercially
reasonable  efforts  to  promote a very  high  level of good  reputation  of the
Licensed Trademark in connection with the manufacture, promotion and sale of the
Product.

      3.7 Licensee shall also use commercially  reasonable efforts to obtain FDA
approval  for the Product  and to  commercialize  the Product in the  Territory.
Licensee  shall  provide  BMS with  quarterly  written  updates on the  progress
Licensee is making with respect to obtaining FDA approval for the Product *****.

      3.8 Failure to abide by the quality  control  provisions in this Agreement
constitutes a material breach of this Agreement.

4.    OBLIGATIONS OF BMS AND CO-PROMOTION OPTION

      4.1 For the  purpose of  building  the brand  equity and  goodwill  of the
Licensed Trademark,  BMS shall provide those promotional activities set forth in
Attachment  A for the  BMS  Product  during  2003  and  2004.  Such  promotional
activities shall be completed prior to January 1, 2005. Licensee shall reimburse
BMS for BMS'  external  costs  and  expenses  incurred  in  carrying  out  these
promotional  activities and its internal costs and expenses incurred in carrying
out the *****  described in  Attachment A, up to a total of  $2,000,000.00.  BMS
shall  send  Licensee  quarterly  invoices  for  any  such  costs  and  expenses
(including  any  sales/use  taxes  imposed  on BMS  for  promotional  materials)
incurred in carrying out the  promotional  activities set forth in Attachment A,
and Licensee  shall pay each invoice  within thirty (30) days of receipt of each
invoice. At the end of each calendar quarter,  BMS shall provide Licensee with a
written  quarterly  update on the promotional  activities  carried out by BMS in
that calendar quarter and the promotional  activities BMS contemplates  carrying
out in the upcoming  calendar quarter.  The amount of each promotional  activity
set forth in  Attachment  A that is carried  out by BMS shall be within the sole
discretion of BMS, and BMS may even  eliminate a particular  type of promotional
activity if BMS  determines  that that  particular  promotional  activity is not
effective in building the brand equity and goodwill of the Licensed Trademark or

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is less effective than other  promotional  activities;  provided,  however,  BMS
agrees that it will act in good faith in making such  decisions and will promote
the BMS  Product  in a fashion  consistent  with the  terms  and  spirit of this
Agreement.  For the avoidance of doubt,  BMS shall not be required to incur more
than a total of  $2,000,000.00  in internal and  external  costs and expenses in
carrying out the  promotional  activities to be provided under this Section 4.1,
with such costs and expenses being  comprised of the external costs and expenses
incurred in carrying out the  promotional  activities and the internal costs and
expenses  incurred in carrying out the *****  described in Attachment A. For the
further  avoidance of doubt,  Licensee will not  participate in the  promotional
activities  to be  provided  under this  Section  4.1. It is  contemplated  that
Licensor will assist BMS in carrying out the ***** described in Attachment A. In
that case, the internal and external costs and expenses  incurred by Licensor in
carrying out all or part of the ***** will be included in the quarterly invoices
sent by BMS under this Section 4.1 and will be paid by Licensee.

      4.2 *****. For the avoidance of doubt, BMS shall be free to determine,  in
its sole discretion,  whether or not to pursue any patent  infringement  lawsuit
against any third party that files an abbreviated new drug application (ANDA) in
the Territory against BMS' NDA for the BMS Product or markets in the Territory a
product containing a suspension of megestrol acetate.

      4.3  BMS  shall  have  the  option  of  co-promoting  the  Product  in the
Territory,  but excluding the  territories and possessions of the United States.
BMS shall have ninety (90) days from the date  Licensee  notifies BMS in writing
of the filing date of the NDA for the Product to exercise its option.  BMS shall
notify  Licensee in writing that BMS wants to exercise its option to  co-promote
the Product, whereupon BMS and Licensee shall negotiate the terms and conditions
of the  co-promotion in good faith and enter into an agreement to co-promote the
Product.

5.    RESTRICTIONS ON USE

      5.1 Licensee acknowledges and agrees that:

      (a)  Licensee  will  make no use of and  will  not  seek to  register  the
Licensed Trademark except as permitted by this Agreement, and Licensee will make
no use of or seek to register any other mark which, in whole or in part,  either
substantially  resembles or is confusingly  similar to the Licensed Trademark or
any element thereof;

      (b)  Licensee   recognizes  the   distinctiveness   (whether  inherent  or
acquired),  validity,  originality  and value of the Licensed  Trademark and the
goodwill relating to the Licensed Trademark;

      (c) The  Licensed  Trademark  is and shall  remain the sole and  exclusive
property of Licensor,  and all uses by Licensee of the Licensed  Trademark shall
inure solely to the benefit of Licensor; and

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      (d) The goodwill in the Licensed Trademark might be significantly impaired
if Licensee were not to maintain a very high degree of quality of goods.

      5.2  Licensee  agrees  that the  form and  manner  in which  the  Licensed
Trademark  is used on and in  relation  to the  Product,  and  including  on any
advertisements,  labeling  and in any other  manner  whatsoever,  shall first be
approved  in writing  by  Licensor,  which  approval  shall not be  unreasonably
withheld.

6.    REPRESENTATIONS AND WARRANTIES

      6.1 Licensor  represents and warrants that it owns the Licensed  Trademark
and has the right to grant the license under Article 2.

      6.2 Each party  hereby  represents  and  warrants to the other  parties as
follows:

      (a) Such party is a corporation  duly organized,  validly  existing and in
good standing under the laws of the jurisdiction in which it is incorporated.

      (b) Such party (i) has the  requisite  power and  authority  to enter into
this Agreement and to perform its obligations hereunder,  and (ii) has taken all
corporate  action  necessary on its part to authorize the execution and delivery
of this  Agreement  and  the  performance  of its  obligations  hereunder.  This
Agreement  has been duly  executed and  delivered  on behalf of such party,  and
constitutes a legal, valid,  binding obligation,  enforceable against such party
in accordance with its terms.

      (c)  All  necessary   consents,   approvals  and   authorizations  of  all
governmental authorities and other third parties required to be obtained by such
party in connection with its execution of this Agreement have been obtained.

      (d) The execution and delivery of this  Agreement and the  performance  of
such  party's  obligations  hereunder  (a) do not  conflict  with or violate any
requirement of applicable laws or regulations,  and (b) do not conflict with, or
constitute a default under, any contractual obligation of such party.

7.    PAYMENTS, ROYALTIES AND RECORDS

      7.1  Upon   signing   this   Agreement,   Licensee   shall  pay   Licensor
$5,000,000.00.

      7.2 Upon the First Commercial Sale of Product under the Licensed Trademark
in the Territory, Licensee shall pay Licensor $5,000,000.00.

      7.3 For the  avoidance of doubt,  the payments in Sections 7.1 and 7.2 are
not refundable or creditable towards future royalties.

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      7.4  Licensee  shall  pay to  Licensor  as a  royalty  for  the use of the
Licensed  Trademark  an amount  equal to ***** (**)  percent of the Net Sales of
Product sold by Licensee  under the Licensed  Trademark in the Territory  during
the term of this Agreement.  The right to the royalty shall arise at the time of
shipment by Licensee of the Product marked with the Licensed Trademark.

      7.5 Within thirty (30) days  following  the end of each  calendar  quarter
(i.e., 30 days after March 31, June 30, September 30 and December 31),  Licensee
shall furnish to Licensor a complete and accurate written  statement showing the
Net Sales of Product sold by Licensee during the preceding  calendar  quarter as
well as the  royalties  due thereon in  accordance  with the  provisions of this
Article  7.  Licensee  shall  begin  providing  such  statements  once the First
Commercial  Sale  of  Product  occurs.  Thereafter,  such  statements  shall  be
furnished  to  Licensor  whether  or not any  Product  has been sold  during the
preceding calendar quarter.

      7.6  Payment  for the  royalties  due in a calendar  quarter  shall be due
thirty  (30)  days  from  the end of  that  calendar  quarter.  The  receipt  or
acceptance  by  Licensor  of any of the  statements  furnished  pursuant to this
Agreement  or of any  royalties  paid  hereunder  (or the cashing of any royalty
check  paid  hereunder)  shall  not  preclude   Licensor  from  questioning  the
correctness thereof at any time.

      7.7 All  payments  which  shall  become  due under any  provision  of this
License  Agreement  shall be made by Licensee to  Licensor  without  discount or
offset.  Payment shall be made  electronically to the account indicated below or
to such other  account or at such bank or other  location  that  Licensor  shall
designate:

      Bank:           *****
      ABA No.:        *****
      Account Name:   *****
      Account No.:    *****

      7.8  Licensee  shall pay all taxes and charges  imposed on Licensee by any
government or taxing authority with respect to payments by Licensee to Licensor;
to the extent  Licensee  is required  to  withhold  such taxes or  charges,  the
amounts due from Licensee to Licensor  shall be  recalculated  so as to yield to
Licensor, after deduction for such taxes or charges, the amounts otherwise due.

      7.9 Licensee shall keep, during the term of this Agreement,  and for three
(3) years  thereafter,  accounting  books  relating  to the  Product and records
containing all information necessary for an accurate  determination of royalties
hereunder.  Such  accounting  books relating to the Product and records shall be
open for  inspection  and  verification  at  Licensor's  expense  at  reasonable
intervals by an independent certified public accountant reasonably acceptable to
Licensee  who  shall  disclose  to  Licensor  only  what is  necessary  for such
verification.  In the event that any such inspection discloses that Licensee has
failed to make  payment  of  royalties  in an amount in excess of *****  percent

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(**%) of the total  quarterly  royalty due for any  quarterly  period,  Licensee
shall  be  responsible  for the  cost of such  inspection  and  shall  reimburse
Licensor,  within thirty (30) days of notification by Licensor to Licensee,  its
costs and expenses incurred by Licensor in conducting such inspection. The right
of  inspection  to verify  royalties  due for a particular  calendar  year shall
terminate three (3) years after the end of any such calendar year. The foregoing
limitation  of thirty-six  (36) months shall not apply if Licensor's  accountant
discovers evidence of material misrepresentations by Licensee.

      7.10 Should  Licensee fail to make any payment under this Agreement by the
date on which the same shall become due and payable, Licensee shall pay interest
thereon at ***** on the due date (or the next to occur business day if such date
is not a business day) plus ***** percent (**%) during such overdue  period from
such date until the date on which Licensor receives such payment.

      7.11  Beginning  with the calendar year in which the third  anniversary of
the First Commercial Sale of Product in the Territory falls,  Licensee shall pay
minimum  royalties  of $***** in each  calendar  year to keep this  Agreement in
effect.  In the event that the  royalties  paid under  Section 7.4 are less than
$***** in any such  calendar  year,  then  Licensee may pay the Licensor  within
thirty (30) days of the end of such  calendar  year the  difference  between the
royalties actually paid under Section 7.4 during that calendar year and $*****.

8.    WAIVER

Licensee  expressly  waives,  relinquishes and releases any and all claims which
Licensee may have against Licensor,  BMS or any Affiliate of Licensor or BMS for
any indirect,  incidental or consequential losses,  including but not limited to
lost profits.

9.    LIMITATIONS ON ACTIONS

Licensee agrees not to take any action which implies that Licensee is affiliated
with Licensor or BMS or any of Licensor's or BMS' Affiliates.

10.   NO ASSIGNMENT

This  Agreement  is  not  intended  to be  and  shall  not  be  construed  as an
assignment,  in part or in whole,  of the Licensed  Trademark or of any business
name, trademark, tradename or service mark rights of Licensor or BMS.

11.   PROTECTION OF LICENSED TRADEMARKS

      11.1  Licensee   shall  promptly   notify   Licensor  in  writing  of  any
infringements or imitations by others of the Licensed Trademark on goods similar
to those covered by this Agreement which may come to Licensee's  attention,  and
Licensor shall have the sole right to determine  whether or not any action shall
be taken on account of any such infringements or imitations.  Licensee agrees to

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assist Licensor at Licensor's expense to the extent necessary in the procurement
of any  protection  or to  protect  any of  Licensor's  rights  to the  Licensed
Trademark,  and Licensor, if it so desires, may commence or prosecute any claims
or suits in its own name or join  Licensee as a party  thereto to so protect its
rights.  Licensor shall bear all costs,  including  attorneys' fees of all suits
brought by it.

      11.2  Licensee  shall not  institute  any suit or take any action  against
third parties on account of any such  infringements or imitations  without first
obtaining the written  consent of Licensor to do so. If such consent is granted,
Licensee may bring  action in its own name.  All costs and  expenses,  including
legal fees,  incurred in connection  with any such suits which are so instituted
by Licensee with the consent of Licensor shall be borne solely by Licensee,  and
any damages collected shall be solely for Licensee's account.

      11.3  Licensee  hereby  indemnifies  and shall  defend  and hold  harmless
Licensor, BMS and their Affiliates, and the officers, directors and employees of
each of them  ("Indemnified  Parties")  from and  against  any and all  damages,
losses, liabilities, claims, judgments, costs and expenses arising out of, or in
any way  relating to the use of the Licensed  Trademark  or to the  manufacture,
marketing,  promotion,  distribution  and sale of the Product by  Licensee,  its
Affiliates,  officers,  employees, or agents, including, but not limited to, use
of other  trademarks  or  intellectual  property  not  belonging  to Licensor on
packaging or in marketing,  advertising or promotional  materials related to the
sale of the Product.  With respect to the foregoing  indemnity,  Licensee  shall
defend and hold  harmless the  Indemnified  Parties at no cost or expense to the
Indemnified  Parties,  including but not limited to, reasonable  attorney's fees
and court  costs.  Licensee  shall have the right to defend  any such  action or
proceeding with attorneys of its own selection,  and any Indemnified Party shall
have the right to be represented by attorneys of its selection.

      11.4 Licensee shall promptly  notify Licensor of any claims arising out of
the use of the Licensed  Trademark,  and Licensor  shall assist  Licensee in the
defense of any such claim. In such case,  Licensee's obligation to pay royalties
shall continue under the terms of this Agreement, and Licensee shall continue to
pay such royalties.

12.   TERM AND TERMINATION

      12.1 Unless terminated earlier,  this Agreement shall remain in force from
the  Effective  Date  for a  period  of ten  (10)  years,  and be  automatically
renewable for  additional ten (10) year  increments,  assuming all provisions of
this Agreement are complied with,  specifically  the quality control  provisions
set forth herein.

      12.2 *****.

      12.3 Licensor or BMS may terminate  this Agreement  immediately  under any
circumstance  where  Licensee has failed to perform or meet any  material  term,
obligation  or  condition of this  Agreement  and has failed to correct the same

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within  thirty  (30) days after  written  notice to Licensee by Licensor or BMS.
Licensee may terminate this Agreement  immediately under any circumstance  where
Licensor or BMS has failed to perform or meet any material  term,  obligation or
condition  of this  Agreement  and has failed to correct the same within  thirty
(30) days after written notice to Licensor or BMS by Licensee.  The failure of a
party to insist in any one or more  instances  upon the  performance  by another
party of any term or obligation or condition of this Agreement or to reserve any
right  or  privilege  conferred  upon a party  by this  Agreement  shall  not be
construed as thereafter  waiving any right or privilege of that party under this
Agreement.

      12.4  Notwithstanding  anything in this  Agreement to the  contrary,  this
Agreement  shall be  deemed to have  terminated  automatically  without  further
notice or legal action by Licensor or BMS in the event:

      (a) The First  Commercial Sale of Product under the Licensed  Trademark in
the Territory  does not occur within six (6) months of the date the FDA approves
the NDA for the Product,

      (b) Licensee shall fail to remit to Licensor  periodic royalty  statements
and/or royalties due thereunder for two consecutive calendar quarters,

      (c) Licensee shall become  insolvent or shall commit any act or bankruptcy
or insolvency,

      (d) the  majority  control of the shares of the  Licensee  shall have been
transferred to a non-affiliated company,

      (e)  Licensee  shall  attempt to transfer or assign this  Agreement to any
third party without the written consent of Licensor,

      (f)  Licensee  shall fail to obtain FDA  approval to market the Product in
the Territory within three (3) years of the Effective Date, or

      (g)  Licensee  elects not to sell or ceases to sell the Product  under the
Licensed Trademark in the Territory.

13.   POST-TERMINATION

      13.1 Upon the  expiration or termination of this Agreement for any reason,
Licensee acknowledges and agrees that:

      (a) Except as  provided by Section  13.1(e),  Licensee  shall  immediately
discontinue and forever  thereafter  desist from any and all use of the Licensed
Trademark and any name or mark confusingly  similar to the Licensed Trademark or
any element thereof,

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      (b) Except as may be necessary to retain historical records for legal, tax
and  regulatory  purposes  Licensee shall destroy all printed matter bearing the
Licensed  Trademark,  remove or alter all signs bearing the Licensed  Trademark,
and take whatever additional action is necessary to effect discontinuance of use
of the Licensed Trademark;

      (c) Licensee shall not seek to register the Licensed Trademark or any mark
confusingly similar thereto or any element thereof in any country,

      (d) Licensee shall not make any use, or seek any type of  registration  of
any trade  name,  business  or  corporate  name which in whole or in part either
substantially  resembles or is confusingly  similar to the Licensed Trademark or
any element thereof, and

      (e) Upon  termination by Licensor in accordance  with Article 12, Licensee
may  dispose  of  Product  covered  by this  Agreement  which  is on hand  until
exhaustion  of the  stock  or for  three  (3)  months  after  such  termination,
whichever occurs first,  provided royalties with respect to that period are paid
and  statements  are furnished  for that period.  Upon the  termination  of this
Agreement under the provisions of Article 12 above,  notwithstanding anything to
the contrary  herein,  all royalties on sales of Product  previously  made shall
become immediately due and payable.

      13.2 Upon  termination  of this  Agreement  for any reason,  all  licenses
granted by Licensor hereunder shall revert to Licensor.

      13.3 Upon  termination of this  Agreement  under Section 12.2 or 12.3, any
external  expense incurred by BMS under Section 4.1 on or before the termination
date or that  BMS is  obligated  as of the  termination  date  to pay  shall  be
reimbursed by Licensee.

14.   CONFIDENTIALITY

      14.1  During  the term of this  Agreement  and for five  (5)  years  after
termination  or  expiration of this  Agreement,  each party hereby agrees to not
disclose  and to use  reasonable  efforts to maintain the secrecy of any and all
Confidential  Information  disclosed  by another  party  under the terms of this
Agreement, with the exception of the following:

          a.   information which, at the time of disclosure, is available to the
               public;

          b.   information  which,  after  disclosure,  becomes available to the
               public by publication or otherwise,  other than by breach of this
               Agreement by the receiving party;

          c.   information  that the  receiving  party  can  establish  by prior
               records was already  known to it or was in its  possession at the
               time  of  disclosure   and  not  subject  to  any  obligation  of
               confidentiality or restriction on use;

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          d.   information  that the receiving party obtains from a third party;
               provided,  however,  that  such  information  was  not  acquired,
               directly or  indirectly,  by the third party from the  disclosing
               party  and  was  obtained  by the  receiving  party  without  any
               obligation of  confidentiality  or  restriction  on use and where
               such third party was not under an obligation of confidentiality;

          e.   information   that  the   receiving   party  can   establish  was
               independently developed by persons in its employ or otherwise who
               had no  contact  with and were not  aware of the  content  of the
               Confidential Information;

          f.   information  that the disclosing  party gives written  consent to
               the receiving party to disclose; and

          g.   information  relating to the tax  treatment  and tax structure of
               the transactions (but not including  information  relating to the
               identity  of  Licensor,   Licensee,   BMS  or  their   respective
               Affiliates,    which   identity   shall   remain    confidential)
               contemplated by this Agreement and all materials of any kind that
               are  provided  to it  relating  to  such  tax  treatment  and tax
               structure.  Notwithstanding  this subparagraph (g), disclosure of
               any such  information  shall not be  permitted to the extent that
               nondisclosure  is  necessary  in order to comply with  applicable
               securities laws.

      14.2 Except as otherwise  provided in this Agreement,  the receiving party
will not disclose any such Confidential  Information to any person other than to
its directors, officers or employees, and only then if they have a clear need to
know such  Confidential  Information in connection with the performance of their
professional responsibilities.

      14.3 The receiving  party shall take  reasonable  steps,  including  those
steps taken to protect its own information, data or other tangible or intangible
property  that it regards as  proprietary  or  confidential,  to insure that the
Confidential Information is not disclosed or duplicated for the use of any third
party, and shall take reasonable steps to prevent its officers and employees, or
any others having access to the  Confidential  Information,  from  disclosing or
making unauthorized use of any Confidential Information,  or from committing any
acts or omissions that may result in a violation of this Agreement.

      14.4  Title to,  and all  rights  emanating  from the  ownership  of,  all
Confidential  Information  disclosed under this Agreement shall remain vested in
the disclosing party.  Nothing herein shall be construed as granting any license
or other right to use the  Confidential  Information  other than as specifically
agreed upon by the parties.

      14.5 The  confidentiality  obligations  contained in this Article 14 shall
not  apply to the  extent  that the  receiving  party is  required  to  disclose
information by law,  order or regulation of a governmental  agency or a court of
competent  jurisdiction,  including  as may be required in  connection  with any

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filings made with, or by the disclosure  policies of a major stock exchange.  In
the event that the receiving party must disclose Confidential Information of the
disclosing party pursuant to any such law, order or regulation, it will disclose
only that portion of the  Confidential  Information  that, in the opinion of its
legal counsel,  is legally required to be disclosed and will exercise reasonable
efforts  to ensure  that any such  information  so  disclosed  will be  accorded
confidential treatment.

      14.6 Upon written  request of the disclosing  party,  the receiving  party
shall destroy or return promptly to the disclosing  party all written  materials
and documents,  as well as any computer  software or other media, made available
or  supplied  by the  disclosing  party to the  receiving  party  that  contains
Confidential  Information,  together  with any copies  thereof,  except that the
receiving  party may retain one copy of each such  document  or other  media for
archival  purposes,  subject to protection and non-disclosure in accordance with
the terms of this Agreement.

      14.7 The parties  agree that the  Confidential  Information  shall only be
used in connection with the parties'  respective  rights and  obligations  under
this Agreement.

      14.8 The parties  agree that the public  announcement  of the execution of
this  Agreement  shall be in the form of a reasonably  and  mutually  acceptable
press release to be issued within  forty-five  (45) days of the Effective  Date.
Thereafter and  notwithstanding  the foregoing,  each party shall be entitled to
make or publish any public  statement that is consistent  with and of no greater
scope or containing no additional  information regarding this Agreement than the
contents of such press  release  without  the need for  further  approval by the
other parties.

15.   USE BY AGENTS

Licensee  shall be  responsible  for all uses of the  Licensed  Trademark by its
agents involved in the packaging,  promotion and sale of the Product, and at the
request of Licensor shall require such agents to agree in writing to be bound by
the provisions of this Agreement in a form satisfactory to Licensor.

16.   ASSIGNABILITY

Licensee may not,  without the prior written consent of Licensor and BMS, assign
this Agreement and its rights and  obligations  hereunder.  Each of Licensor and
BMS may not, without the written consent of Licensee,  assign this Agreement and
its rights and obligations  hereunder;  provided,  however, each of Licensor and
BMS may,  without  such  consent,  assign  this  Agreement  and its  rights  and
obligations  hereunder to any  Affiliate or in  connection  with the transfer or
sale of all or substantially all of the assets to which this Agreement  relates,
or in the event of its merger or  consolidation  or change in control or similar
transaction.  Any purported  assignment in violation of the preceding  sentences
shall be void.  Any  permitted  assignee  shall  assume all  obligations  of its
assignor under this Agreement.  For the avoidance of doubt,  Licensor may assign
this  Agreement  and its rights and  obligations  hereunder  without the written
consent of Licensee in the event it sells or transfers  the Licensed  Trademark,
and BMS may assign  this  Agreement  and its rights  and  obligations  hereunder

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without the written  consent of Licensee in the event it sells or transfers  the
BMS Product.

17.   ADVERSE EVENT AND PRODUCT QUALITY COMPLAINT REPORTING

      17.1 BMS and  Licensee  each seek the  cooperation  of the other  party in
exchanging  information  concerning  adverse events and/or reactions  associated
with the use in humans of the  Product  and the BMS  Product.  Within  three (3)
months of the  Effective  Date,  BMS and  Licensee  shall  enter into a separate
written  agreement  consistent  with this  Article  17 and  containing  mutually
acceptable guidelines and procedures for the receipt, recordation, communication
(as between BMS and Licensee) and exchange of adverse event  information for the
Product and the BMS Product (the "Safety Data Exchange Agreement").

      17.2 Licensee shall record,  investigate,  obtain additional  information,
summarize and review all adverse events reported to it which are associated with
the Product.  BMS shall  record,  investigate,  obtain  additional  information,
summarize and review all adverse events reported to it which are associated with
the BMS Product.

      17.3 Licensee shall maintain,  at its own expense, a safety database which
shall reference any adverse event/reaction associated with the Product occurring
anywhere in the world. BMS shall maintain, at its own expense, a safety database
which shall reference any adverse event/reaction associated with the BMS Product
occurring anywhere in the world.

      17.4 The parties  agree that English shall be the language used for safety
data  exchange  and the  method  of  transmission  shall  be  either  facsimile,
electronic  mail or, when  available,  electronic  submission  in  International
Council for Harmonization  (ICH) E2b, M2 format. Raw data or databases shall not
be shared between BMS and Licensee,  unless  otherwise agreed in the Safety Data
Exchange Agreement to be entered into pursuant to Section 17.1 above.

      17.5 The  definition  for  adverse  events/reactions  in the  Safety  Data
Exchange  Agreement to be entered  into  pursuant to Section 17.1 above shall be
consistent  with current ICH  guidelines and FDA  regulations.  BMS and Licensee
shall exchange  serious  adverse events  associated with the Product and the BMS
Product,  including  those from  clinical  trial cases and those  reported to be
related to  biomedical  research.  In  addition,  all reports of exposure to the
Product or the BMS Product during  pregnancy and all reports of overdoses of the
Product or the BMS Product will be exchanged  regardless  of whether they result
in an adverse event/reaction.

      17.6  To  comply  with  FDA   regulations,   BMS  collects  and  evaluates
information it receives that questions the purity, identity,  potency or quality
of any  licensed  product.  Licensee  shall  inform  BMS'  Office  of  the  Vice

                                       14

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President,  Global  Pharmacovigilance and Labeling,  P.O. Box 5400,  Pennington,
N.J. 08534, of any product quality complaint it receives.

18.   MISCELLANEOUS

      18.1 This Agreement is the entire agreement  between the parties as to its
subject  matter and  supersedes  all  previous  agreements  between the parties,
whether oral or written, and may be modified only by a written instrument signed
by duly authorized representatives of the parties.

      18.2 The  failure  of a party to  enforce  any  provision  herein is not a
waiver of that  provision  nor does it affect the validity of this  Agreement or
any part of it, or the right of that party  thereafter to enforce that provision
or any other provision.

      18.3  This  Agreement  is  acknowledged  to have  been  made and  shall be
construed and interpreted in accordance  with the substantive  laws of the State
of  New  York,  without  reference  to  choice  of  law  principles.   Competent
jurisdiction  is exclusively  given to the state and federal courts in the State
of New York.

      18.4 All notices to be given under this Agreement  shall be in writing and
properly  given if sent by  acknowledged  telex or  facsimile  or  certified  or
registered  mail to the party  receiving  such notice at the address below or in
accordance  with  the  last  written  instructions   received  from  such  party
concerning  the  mailing  address to be used for such  notices.  The date of the
notice shall be the date the notice is received by the recipient.

If to Licensor or BMS:  Bristol-Myers Squibb Company
                        777 Scudders Mill Road
                        Plainsboro, NJ 08536
                        Fax:  609-897-6399
                        Attention: Mr. Frank Pasqualone,
                        Senior Vice President, Oncology

       with a copy to:  Bristol-Myers Squibb Company
                        P. O. Box 4000
                        Princeton, NJ 08543-4000
                        Fax: 609-252-4232
                        Attention: Vice President & Senior Counsel,
                        Corporate and Business Development

       If to Licensee:  Par Pharmaceutical, Inc.
                        One Ram Ridge Road
                        Spring Valley, NY 10977
                        Fax:  201-391-5364

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                        Attn:  Mr. Dennis O'Connor, Chief Financial Officer

      18.5  It is  expressly  agreed  that  the  parties  shall  be  independent
contractors with respect to this Agreement and that the relationship between the
parties  created by this Agreement  shall not  constitute a  partnership,  joint
venture or agency.  No party shall have the  authority  to make any  statements,
representations  or commitments of any kind, or to take any action,  which shall
be binding on another party,  without the prior consent of the other party to do
so.

      18.6 In the event  that any  provision  of this  Agreement  is or  becomes
legally  ineffective,  this  shall not  affect  the  validity  of the  remaining
provisions hereof. In lieu of the valid provision, the parties to this Agreement
shall agree upon a valid provision which approaches best the commercial  purpose
of the intended provision.

      18.7 This Agreement may be executed in one or more counterparts, by manual
or facsimile  signature,  but all of which together shall constitute one and the
same instrument. This Agreement shall become effective upon the Effective Date.

      18.8 The  headings  and titles of the Article and Sections of this License
Agreement are inserted for  convenience  only and shall not be deemed to be part
hereof or affect the construction or interpretation of any provision hereof.

      18.9  Termination  or expiration of this  Agreement  shall not relieve any
party hereto from any obligation to make any payment,  including but not limited
to any payment under Section 7.1, 7.2 or 7.4, or any liability accruing prior to
such  termination  or expiration or pursuant to any provisions of this Agreement
that expressly survive termination or expiration thereof, nor preclude any Party
from  pursuing  any rights and  remedies it may have  hereunder in law or equity
which accrued or are based upon any event occurring prior to such termination or
expiration.  Without limiting the foregoing,  Articles 8, 13 and 14 and Sections
7.9, 7.10, 11.3, 18.1, 18.2 and 18.3 shall survive  termination or expiration of
this Agreement.

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      IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement.

MEAD JOHNSON & COMPANY                       PAR PHARMACEUTICAL, INC.

By:     /S/ SANDRA LEUNG                     By:   /S/ SCOTT  TARRIFF
        ----------------------------               -----------------------------

Name:   Sandra Leung                         Name: Scott Tarriff
        ----------------------------               -----------------------------

Date:   August 6, 2003                       Date: August 6, 2003
        ----------------------------               -----------------------------


BRISTOL-MYERS SQUIBB COMPANY

By:     /S/ BRIAN A. MARKISON
        ----------------------------

Name:   Brian A. Markinson
        ----------------------------

Date:   August 6, 2003
        ----------------------------

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                                  ATTACHMENT A

                       ***** PROMOTIONAL ***** ACTIVITIES


*****.

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</TEXT>
</DOCUMENT>
