AMENDMENT
TO
CONSULTING AGREEMENT
Amendment, dated November 20, 1996 to Consulting Agreement
(the "Consulting Agreement") dated December 1, 1994, as amended (the "Consulting
Agreement"), between MEDCO RESEARCH, INC. (the "Corporation") and XXXXXXX X.
XXXXXXXX ("Xxxxxxxx").
WHEREAS, the Compensation Committee of the Board of Directors
of the Corporation has determined that inasmuch as the Corporation does not have
a Chief Executive Officer it is in the best interests of the Corporation to
continue to consult with Xxxxxxxx on matters not customarily involving a
non-employee Chairman of the Board, such as corporate acquisitions, financial
public relations and pending litigation, and further to extend the Consulting
Agreement for a period of one year on the terms set forth below; and
WHEREAS, Xxxxxxxx is willing so to continue to consult with
the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
1. Section 1 of the Consulting Agreement is hereby amended by
deleting in the first sentence thereof (a) the phrase "fiscal 1996" and
substituting therefor the words "fiscal 1997" and (b) the proviso at the end of
such sentence.
2. Section 3.1 of the Consulting Agreement is hereby amended
by deleting in the first sentence thereof "1996" and substituting therefor
"1997".
3. Except as expressly amended hereby, the Consulting
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
Xxxxxxx X. Xxxxxxxx
MEDCO RESEARCH, INC.
By:
Xxxxx X. Xxxxxxx, President
and Chief Operating Officer
