SUPPLY AND MARKETING AGREEMENT
PENTECH PHARMACEUTICALS, INC.
PAR PHARMACEUTICAL, INC.
This Supply and Marketing Agreement (this "Agreement"), dated as of November 19, 2001, is by and between
Pentech Pharmaceuticals, Inc. ("Pentech"), an Illinois corporation, having offices at 3315 Algonquin Road,
Rolling Meadows, Illinois 60008, and Par Pharmaceutical, Inc. ("Par"), a New Jersey corporation, having offices
at One Ram Ridge Road, Spring Valley, New York 10977.
W I T N E S S E T H:
WHEREAS, Pentech was the first company to file an ANDA (as hereinafter defined) with the FDA (as
hereinafter defined) in regard to the capsule form of the Product and is seeking final FDA regulatory approval for
the right to manufacture and supply the capsule form of the Product;
WHEREAS, Pentech may engage a Subcontractor (as hereinafter defined) to manufacture the Product for
WHEREAS, Par wishes to engage Pentech to supply the Product to Par for exclusive distribution in the Territory
(as hereinafter defined) on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, Pentech desires to supply the Product to Par for exclusive distribution in the Territory on the terms
and subject to the conditions set forth in this Agreement; and
WHEREAS, in partial consideration for Pentech's agreement to supply the Product to Par for exclusive
distribution in the Territory, Par has agreed to make certain payments and fund certain litigation costs incurred by
Pentech in connection with the Product.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto
hereby agree as follows:
ARTICLE 1. DEFINITIONS
The following terms, whether used in the singular or plural, shall have the meanings assigned to them below for
purposes of this Agreement:
"Act" means the Federal Food, Drug, and Cosmetic Act, as amended from time to time, and the rules and
regulations promulgated thereunder.
"Affiliate" means any entit