THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment"), dated July 28, 1997,
between PHARMACEUTICAL RESOURCES, INC., a New Jersey corporation (the "Company"), and CLAL
PHARMACEUTICAL INDUSTRIAL LTD., a corporation formed under the laws of the State of Israel, (the
WHEREAS, the Company and the Purchaser entered into a Stock Purchase Agreement, dated March 25, 1995,
as amended pursuant to Amendment No. 1 to Stock Purchase Agreement, dated May 1, 1995, and Amendment
No. 2 to Stock Purchase Agreement (as amended, the "SPA"); and
WHEREAS, a subsidiary of the Company is acquiring all of the interests in the Joint Venture (as defined in the
SPA) held by a subsidiary of the Purchaser;
WHEREAS, incident to such acquisition, the Company and the Purchaser desire to amend certain terms of the
SPA and the Registration Rights Agreement between the Company and the Purchaser, dated May 1, 1995, and
desire to set forth their mutual agreements with respect thereto.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the parties
hereto agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as in
2. New Shares.
2.1 The Company shall execute and deliver to the Purchaser a certificate representing 186,000 shares of
Common Stock (the "New Shares") promptly following approval for listing of the New Shares by The New
York Stock Exchange, provided that, in the event that the Company shall not deliver the New Shares by the
42nd day following the execution and delivery of this Amendment, (i) PRI Research, Inc. hereby agrees that
principal amount of the Non-Recourse Secured Promissory Note, dated the date hereof, of PRI Research, Inc.
shall be increased by an amount equal to the product of the closing price of a share of Common Stock on the
trading day prior to the execution and delivery of this Amendment mu