MANUFACTURING AND SUPPLY AGREEMENT
THIS MANUFACTURING AND SUPPLY AGREEMENT (the "Agreement"), dated as of March 17, 1999,
is by and between Halsey Drug Co., Inc., having offices at 695 No. Perryville Road, Rockford, Illinois 61107
("HD"), and Par Pharmaceutical, Inc., having offices at One Ram Ridge Road, Spring Valley, New York 10977
WHEREAS, PAR directly or through its Affiliates (collectively and individually "PAR") is currently manufacturing
and/or marketing the pharmaceutical products listed on Schedule 1 hereto ("Products") and maintains a facility in
Congers, New York (the "Facility") capable of manufacturing the Products; and
WHEREAS, PAR and HD are parties to a certain lease agreement dated of even date herewith (the "Lease
Agreement") pursuant to which PAR has agreed to lease the Facility and the Production Equipment (as defined in
the Lease Agreement) to HD in accordance with the terms and conditions contained in the Lease Agreement; and
WHEREAS, the parties desire to provide for the manufacture of all such Products by HD at such Facility subject
to the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. For purposes hereof, the following terms shall have the meanings set forth:
"Affiliates" shall mean, with respect to any Person, any other Person controlled by, controlling or under common
control with such Person, where control means more than 50% ownership or voting rights or the power to direct
management or policy.
"ANDA" shall mean the abbreviated new drug application for each Product as approved by the FDA.
"Commencement Date" shall mean March 22, 1999 or such earlier date on which the term of the Lease
Agreement shall commence.
"cGMPs" shall mean current Good Manufacturing Practices, as defined in 21 CFR Section 210 et seq., as
amended and in effect from time to time.
"Confidential Information" shall mean any information which in any way shall relate to either of the parties hereto