AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of
January 12, 2001, by and between Pharmaceutical Resources, Inc., a New Jersey
corporation ("Resources"), and Xxxxxxx X. Xxxxxx ("Executive").
R E C I T A L S :
A. WHEREAS, Par Pharmaceutical, Inc. ("Par" and together with Resources,
the "Employer") and Executive entered into an Employment Agreement, dated as of
October 14, 1992 (the "October 1992 Agreement"), pursuant to which Executive
provided services to Employer and its existing subsidiaries, entities or
organizations hereafter formed, organized or acquired by Resources directly or
indirectly (all such existing subsidiaries and all such hereafter formed,
organized or acquired corporations, entities or organizations being hereinafter
individually referred to as a "Subsidiary" and collectively referred to as the
"Subsidiaries");
B. WHEREAS, on April 30, 1998. Employer and Executive entered into an
amendment to the October 1992 Agreement (the "April Amendment"); and
C. WHEREAS, Resources and Executive desire to supersede the October 1992
Agreement, as previously amended by the April Amendment on the terms and
conditions set forth herein.
In consideration of the mutual promises herein contained, the parties
hereto hereby agree as follows:
1. Employment.
1.1. General. Until the earlier to occur of a Change of Control (as
defined below), the election by the Board of Directors of Resources (the
"Board") of a new Chief Executive Officer or September 30, 2001 (the "Initial
Period"), Resources hereby employs Executive in the capacities of Chairman of
the Board and Chief Executive Officer of Resources. Following the Initial
Period, unless otherwise terminated pursuant to this Agreement, Resources hereby
employs Executive in the capacity of Chairman of the Board at the same
compensation rate and benefits which Executive earned during the Initial Period
as Chairman of the Board and Chief Executive Officer of Resources. Executive
hereby accepts such employment subject to the terms and conditions herein
contained. In all such capacities, Executive will perform and carry out such
duties and responsibilities as may be assigned to him from time to time by the
Board reasonably consistent with Executive's title and this Agreement and shall
report only to the Board.
1.2. Board and Board Committees. Resources will use its best efforts
to cause Executive to be elected and re-elected to the Board during his period
of employment with Resources.
1.3. Time Devoted to Position. Executive, during the Initial Period,
will devote substantially all of his business time, attention and skills to the
business and affairs of Resources. Following the Initial Period, Executive will
devote only such time as Executive, in his sole discretion, determines is
reasonably necessary to perform the duties of Chairman of the Board, including
those duties assigned to him by the Board in such capacity for which Executive
has received reasonable notice, which shall be limited to regulatory and legal
matters and strategic planning. In addition, following the Initial Period,
Executive will be permitted to engage in other employment activities provided
such activities do not directly compete with the business of Resources and its
Subsidiaries as such business is conducted on the date of this Agreement.
2. Compensation and Benefits.
2.1. Salary. At all times Executive is employed hereunder (both during
and following the Initial Period and regardless of the title Executive then has)
Employer will pay to Executive, and Executive will accept, as full compensation
for any and all services rendered and to be rendered by him during such period
to Resources in all capacities, including, but not limited to, all services
which may be rendered by him to any Subsidiary and all services which may be
rendered by him as an officer of Resources or member of the Board or any
committee thereof, (i) a base salary at the annual rate of $395,163, or at such
increased rate as the Board of Resources (through its Compensation and Stock
Option Committee), in its sole discretion, may hereafter from time to time grant
to Executive, subject to adjustment in accordance with Section 2.1.1 hereof (as
so adjusted, the "Base Salary"); and (ii) the additional bonus and benefits
hereinafter set forth in this Section 2. The Base Salary shall be payable in
accordance with the regular payroll practices of Resources applicable to senior
executives, less such deductions as shall be required to be withheld by
applicable law and regulations or otherwise.
2.1.1 Adjustments in Base Salary. Commencing on October 1, 2001, and
on each October 1 thereafter during the Employment Period (as defined below) or
any extension thereof, the Base Salary shall be increased by that percentage, if
any, by which the Consumer Price Index, Urban Wage Earners and Clerical Workers,
for the New York City metropolitan area, published by the United States
Government for the month of September of such year exceeds such Index for the
immediately preceding September.
2.2 Bonus. Subject to Section 3.3 hereof, Executive shall be entitled
to an annual bonus during the Employment Period in such amount (if any) as
determined by the Board of Resources based on such performance criteria as it
deems appropriate, including Employer's earnings, financial condition, rate of
return on equity and compliance with regulatory requirements.
2.3. Executive Benefits.
2.3.1. Expenses. Resources will promptly reimburse Executive for
expenses he reasonably incurs in connection with the performance of his duties
(including business travel and entertainment expenses) hereunder, all in
accordance with Resources' policy with respect thereto as in effect from time to
time.
2.3.2. Employer Plans. Executive will be entitled to participate
in such employee benefit and welfare plans and programs as Resources may from
time to time offer or provide to executive officers of Resources or its
Subsidiaries, including, but not limited to, participation in life insurance,
health and accident, medical plans and programs and profit sharing and
retirement plans.
2.3.3. Vacation. During the Initial Period, Executive will be
entitled to such vacation time as may be determined to be in the best interests
of Executive and Resources, but in no case less than a pro rated amount of
vacation equal to four weeks vacation for a 12-month period.
2.3.4. Automobile. Resources will either buy or lease an
automobile for Executive's use and reimburse Executive for all expenses related
thereto, all in accordance with Employer's policy for its executive officers as
in effect from time to time.
2.3.5. Note Forgiveness. Resources shall forgive the final
one-third principal amount of that certain Amended and Restated Promissory Note
dated January 1, 1999, made by Executive in favor of Resources (plus accrued
interest on the forgiven portion thereof) in equal monthly amounts until
September 30, 2001 at which time said Note shall be deemed fully paid and
cancelled; provided, that, if Executive is terminated prior to such date the
entire remaining unpaid balance, including accrued interest thereon, shall be
forgiven and cancelled unless such termination was for Cause (as defined below)
prior to the end of the Initial Period.
3. Employment Period; Termination.
3.1. Employment Period. Executive's employment hereunder shall
commence on the date hereof and shall continue until terminated pursuant to
Section 3.2 hereof (the Initial Period, together with any subsequent employment
period, being referred to herein as the "Employment Period"). If the Employment
Period is extended beyond the Initial Period, such employment shall be as
Chairman of the Board of Resources only but at the compensation rates and
benefits set forth in Section 2 of this Agreement. Upon termination of the
Employment Period pursuant to Sections 3.2.1 through 3.2.6 hereof, inclusive,
Executive will be released from any duties hereunder (except as set forth in
Section 4 hereof) and the obligations of Resources to Executive will be as set
forth in Section 3.3 hereof.
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3.2. Events of Termination. The Employment Period will terminate upon
the occurrence of any one or more of the following events:
3.2.1. Death. In the event of Executive's death, the Employment
Period will terminate on the date of his death.
3.2.2. Without Cause By Executive. Executive may terminate the
Employment Period at any time during such Period for any reason whatsoever by
giving a Notice of Termination to Resources. The date of termination of the
Employment Period pursuant to this Section 3.2.2 shall be 30 days after the date
of receipt by Resources of the Notice of Termination.
3.2.3. Disability. In the event of Executive's Disability (as
hereinafter defined), Resources will have the option to terminate the Employment
Period by giving a Notice of Termination (as defined in Section 3.4.2 hereof) to
Executive. The Notice of Termination shall specify the date of termination,
which date shall not be earlier than thirty (30) days after the Notice of
Termination is given. For purposes of this Agreement, "Disability" means the
inability of Executive for 180 consecutive days to substantially perform his
duties hereunder as a result of a physical or mental illness, all as determined
in good faith by the Board of Resources.
3.2.4. Cause. Resources may, at its option, terminate the
Employment Period for "Cause" based on objective factors determined in good
faith by a majority of the Board of Resources as set forth in a Notice of
Termination to Executive specifying the reasons for termination and the failure
of the Executive to cure the same within ten (10) days of his receiving the
Notice of Termination; provided, that in the event the Board of Resources in
good faith determines that the underlying reasons giving rise to such
determination cannot be cured, then said cure period shall not apply and the
Employment Period shall terminate on the date of Executive's receipt of the
Notice of Termination. For purposes of this Agreement, "Cause" shall be limited
to willful misconduct by Executive which results in material harm to Resources
and/or a material violation by Executive of the provisions of Section 4 hereof.
3.2.5. Without Cause By Resources. Resources may, at its option,
terminate the Employment Period for any reason or no reason whatsoever (other
than for the reasons set forth elsewhere in this Section 3.2) by giving a Notice
of Termination to Executive. The Notice of Termination shall specify the date of
termination, which date shall not be earlier than thirty (30) days after the
Notice of Termination is given.
3.2.6. Resources' Material Breach. Executive may, at his option,
terminate the Employment Period upon Resources' material breach of this
Agreement and the continuation of such breach for more than ten (10) days after
written demand for cure of said breach is given to Resources by Executive (which
demand will identify the manner in which Employer has materially breached this
Agreement); provided, that no such demand will be required if Executive
determines in good faith that such material breach is not capable of being cured
by Employer within said ten (10) day period. Employer's material breach of this
Agreement shall include, but not be limited to, (i) the failure of Employer to
make any payment which it is required to make hereunder to Executive when such
payment is due or within two business days thereafter; (ii) the assignment to
Executive without Executive's express written consent of any duties inconsistent
with his positions, duties, responsibilities and status with Employer, or a
change in Executive's reporting responsibilities, titles or offices or any plan,
act, scheme or design to constructively terminate the Executive, or any removal
of Executive from or any failure to use its best efforts to re-elect Executive
to any of such positions, except in connection with the termination of the
Employment Period by Employer for Cause or Disability or as a result of
Executive's death or voluntary resignation or by Executive other than pursuant
to this Section 3.2.6; and (iii) a reduction by the Employer in Executive's Base
Salary.
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3.3. Certain Obligations of Employer Following Termination of the
Employment Period. Following termination of the Employment Period under the
circumstances described below, Employer will pay to Executive the following
compensation and provide the following benefits in full satisfaction and final
settlement of any and all claims and demands that Executive now has or hereafter
may have hereunder against Resources.
3.3.1. For Cause. In the event that the Employment Period is
terminated (i) For Cause prior to the end of the Initial Period, then Resources
will pay to Executive or his estate, as the case may be, Base Salary through the
date of termination or (ii) For Cause subsequent to the Initial Period then
Resources will pay to Executive in a single lump sum (x) Base Salary through the
date of termination and (y) $1,000,000.
3.3.2. Without Cause by Resources; Material Breach by Employer;
Death, Disability. In the event that the Employment Period is terminated by
Resources pursuant to Section 3.2.5 hereof, by Executive pursuant to Section
3.2.6 hereof, by reason of Executive's death pursuant to Section 3.2.1 hereof or
by reason of Executive's Disability pursuant to Section 3.2.3. hereof, Employer
will pay to Executive, following the Date of Termination, a lump sum amount
equal to (x) the aggregate Base Salary through such Date of Termination and (y)
$1,000,000. In addition, Resources shall pay, on behalf of Executive for a
period equal to 12 months from the Date of Termination, all life insurance,
medical, health and accident, and disability plans and programs in which
Executive was entitled to participate immediately prior to the Date of
Termination; provided, that Executive's continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that Executive's participation in any such plan or program is barred, Resources,
at its sole cost and expense, will use its reasonable efforts to provide
Executive with benefits substantially similar to those which Executive was
entitled to receive under such plans and programs. In the event that the
Employment Period is terminated pursuant to Section 3.2.3 hereof (Disability),
the Executive will also be entitled to receive any unpaid disability benefits
under any insurance program in effect on the date of termination.
3.3.3. Without Cause By Executive. In the event that the
Employment Period is terminated by Executive pursuant to Section 3.2.2 hereof,
(i) prior to the end of the Initial Period, then Resources will pay to Executive
the Base Salary and the benefits set forth in Sections 2.3.1 and 2.3.2 hereof
through the Date of Termination or (ii) subsequent to the Initial Period, then
Resources will pay to Executive in a single lump sum an amount equal to (x) the
Base Salary and the benefits set forth in Section 2.3.1 and 2.3.2 through such
Date of Termination and (y) $1,000,000.
3.4 Definitions.
3.4.1. "Change of Control" Defined. A "Change in Control" of
Resources means (A) the approval by the stockholder(s) of Resources of the sale,
lease, exchange or other transfer (other than pursuant to internal
reorganization) by Resources or Par of all or substantially all of its assets to
a single purchaser or to a group of associated purchasers; (B) the first
purchase of shares of equity securities of Par or Resources pursuant to a tender
offer or exchange offer (other than an offer by Par or Resources) for at least
fifteen (15%) of the equity securities of Par or Resources; (C) the approval by
the stockholder(s) of Resources of an agreement for a merger or consolidation in
which neither Par nor Resources will survive as an independent, publicly-owned
corporation; (D) the acquisition (including by means of a merger) by a single
purchaser or a group of associated purchasers of securities of Par or Resources
from either Par or Resources or any third party representing thirty-five (35%)
percent or more of the combined voting power of Par's (or Resources') then
outstanding equity securities in one or a related series of transactions (other
than pursuant to an internal reorganization); or (E) the change of the
membership of a majority of the Board of Par or Resources during any period of
two consecutive years, unless the election, or the nomination for election by
Par's or Resources' stockholders, of each new director was approved by a vote of
at least two-thirds of the directors of Resources' Board still in office who
were directors of Resources at the beginning of the period.
3.4.2. "Notice of Termination" Defined. "Notice of Termination"
means a written notice which indicates the specific termination provision relied
upon by Resources or Executive and, except in the case of termination pursuant
to Sections 3.2.1, 3.2.2 or 3.2.5 hereof, which sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Employment Period under the termination provision so indicated.
3.4.3. "Date of Termination" Defined. "Date of Termination" means
such date as the Employment Period is terminated in accordance with Section 3.2
hereof; provided, however, that in the event that within thirty (30) days after
any Notice of Termination is given, the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination will be the date on which the dispute is
finally determined, either by mutual written agreement of the parties or by a
final judgment, order or decree of a court of competent jurisdiction entered
upon an arbitration award rendered in an arbitration proceeding pursuant to
Section 5.13 hereof.
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4. Confidentiality and Nonsolicitation.
4.1. "Confidential Information" Defined. "Confidential
Information" means any and all information (oral or written) relating to
Resources or any Subsidiary or any person controlling, controlled by, or under
common control with Resources or any Subsidiary or any of their respective
activities, including, but not limited to, information relating to: technology,
research, test procedures and results, machinery and equipment; manufacturing
processes; financial information; products; identity and description of
materials and services used; purchasing; costs; pricing; customers and
prospects; advertising, promotion and marketing; and selling, servicing and
information pertaining to any governmental investigation, except such
information generally in the public domain (such information not being deemed to
be in the public domain merely because it is embraced by more general
information which is in the public domain), other than as a result of a breach
of the provisions of Section 4.2 hereof.
4.2. Non-disclosure of Confidential Information. Executive will
not at any time (other than as may be required or appropriate in connection with
the performance by him of his duties hereunder), directly or indirectly, use,
communicate, disclose or disseminate any Confidential Information in any manner
whatsoever (except as may be required under legal process by subpoena or other
court order).
4.3. Certain Activities. Executive will not, while employed by
Resources and for the period, if any, during which he is paid on a timely basis
(subject to any legal offsets by Resources) pursuant to Section 3.3 (unless he
shall be terminated for cause pursuant to Section 3.2.4 hereof, in which case
for a period of one (1) year following the Date of Termination), directly or
indirectly, hire, offer to hire, entice away or in any other manner persuade or
attempt to persuade any officer, employee, agent, lessor, lessee, licensor,
licensee, customer, prospective customer or supplier of Resources or any of its
Subsidiaries to discontinue or alter his or its relationship with Resources or
any of its Subsidiaries.
4.4 Non-Competition. Executive will not, while employed by
Resources and for the period, if any, during which he is paid on a timely basis
(subject to any legal offsets by the Resources) pursuant to Section 3.3 (unless
he shall be terminated for cause pursuant to Section 3.2.4 hereof, in which case
for a period of one (1) year following the Date of Termination), engage or
participate in, directly or indirectly (whether as an officer, director,
employee, partner, consultant, equityholder, lender or otherwise), any business
in the generic drug industry within the States of New York or New Jersey.
4.5. Injunctive Relief. The parties hereby acknowledge and agree
that (a) Resources will be irreparably injured in the event of a breach by
Executive of any of his obligations under this Section 4; (b) monetary damages
will not be an adequate remedy for any such breach; (c) Resources will be
entitled to injunctive relief, in addition to any other remedy which it may
have, in the event of any such breach, and (d) the existence of any claims which
Executive may have against Resources or the Subsidiaries, whether under this
Agreement or otherwise, will not be a defense to the enforcement by Resources of
any of its rights under this Section 4.
4.6. Non-exclusivity and Survival. The covenants of Executive
contained in this Section 4 are in addition to, and not in lieu of, any
obligations which Executive may have with respect to the subject matter hereof,
whether by contract, as a matter of law or otherwise, and such covenants and
their enforceability will survive any termination of the Employment Period by
either party and any investigation made with respect to the breach thereof by
Resources at any time.
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5. Miscellaneous Provisions.
5.1. Severability. If, in any jurisdiction, any term or provision
hereof is determined to be invalid or unenforceable, (a) the remaining terms and
provisions hereof shall be unimpaired, (b) any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, and (c) the invalid or
unenforceable term or provision shall, for purposes of such jurisdiction, be
deemed replaced by a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term
or provision.
5.2. Execution in Counterparts. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement (and all signatures
need not appear on any one counterpart), and this Agreement shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.
5.3. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed duly given when
delivered by hand, or when delivered if mailed by registered or certified mail
or private courier service, postage prepaid, return receipt requested, via
facsimile (with confirmed answerback) as follows:
If to Resources, to:
Pharmaceutical Resources, Inc.
Xxx Xxx Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
Attention: Vice President - Finance and Administration
Telecopy No.: (000) 000-0000
Copy to:
Xxxxxxx X. Xxxxxxxxxx, Esq.
c/o Kirkpatrick & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telecopy No.: (000) 000-0000
If to Executive, to:
Xxxxxxx X. Xxxxxx
c/o Pharmaceutical Resources, Inc.
Xxx Xxx Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
or to such other address(es) as a party hereto shall have designated by like
notice to the other parties hereto.
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5.4. Amendment. No provision of this Agreement may be modified,
amended, waived or discharged in any manner except by a written instrument
executed by both Resources and Executive.
5.5. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties hereto, oral
or written, including but not limited to the October, July, January, May and
October 1992 Agreements, with respect to the subject matter hereof. Executive
and Employee hereby agree that the October 1992 Agreement is hereby superseded
and of no further force and effect, and that this Agreement shall be effective
as of the date hereof.
5.6. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be wholly performed therein, without regard to its
conflicts or choice of law provisions.
5.7. Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this
Agreement.
5.8. Binding Effect; Successors and Assigns. Executive may not
delegate his duties or assign his rights hereunder. This Agreement will inure to
the benefit of, and be binding upon, the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns. Resources shall
require any successor (whether direct or indirect and whether by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Resources, by an agreement in form and substance reasonably
satisfactory to Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that Resources would be
required to perform if no such succession had taken place.
5.9. Waiver, etc. The failure of either of the parties hereto to
at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Agreement or any provision hereof or the right of either of the
parties hereto thereafter to enforce each and every provision of this Agreement.
No waiver of any breach of any of the provisions of this Agreement shall be
effective unless set forth in a written instrument executed by the party against
whom or which enforcement of such waiver is sought, and no waiver of any such
breach shall be construed or deemed to be a waiver of any other or subsequent
breach.
5.10. Capacity, etc. Executive and Resources hereby represent and
warrant to the other that, as the case may be: (a) he or it has full power,
authority and capacity to execute and deliver this Agreement, and to perform his
or its obligations hereunder; (b) such execution, delivery and performance will
not (and with the giving of notice or lapse of time or both would not) result in
the breach of any agreements or other obligations to which he or it is a party
or he or it is otherwise bound; and (c) this Agreement is his or its valid and
binding obligation in accordance with its terms.
5.12. Enforcement. If any party institutes legal action to
enforce or interpret the terms and conditions of this Agreement, the prevailing
party shall be awarded reasonable attorneys' fees at all trial and appellate
levels, and the expenses and costs incurred by such prevailing party in
connection therewith. Venue for any such action shall exclusively be New York
City, New York.
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5.13. Arbitration.
(a) Any dispute under Section 3 of this Agreement, including
but not limited to the determination by the Board of Resources of a termination
for Cause pursuant to Section 3.2.4 hereof, or in respect of the breach thereof
will be settled by arbitration in the Borough of Manhattan, City of New York.
The arbitration will be accomplished in the following manner. Either party may
serve upon the other party written demand that the dispute, specifying the
nature thereof, shall be submitted to arbitration. Within 10 days after the
service of such demand, each of the parties will designate an arbitrator and
serve written notice of such appointment upon the other party. If either party
fails within the specified time to appoint such arbitrator, the other party will
be entitled to appoint both arbitrators. The two arbitrators so appointed will
appoint a third arbitrator. If the two arbitrators appointed fail to agree upon
a third arbitrator within 10 days after their appointment, then an application
may be made by either party hereto, upon notice to the other party, to the
American Arbitration Association (the "AAA"), or any successor thereto, or if
the AAA or its successor fail to appoint a third arbitrator within ten (10) days
after such request, then either party may apply, with notice to the other, to
the Supreme Court of the State of New York, New York County (the "Court"), for
the appointment of a third arbitrator, and any such appointment so made will be
binding upon both parties hereto.
(b) The decision of the arbitrators will be final and
binding upon the parties. The party against whom the award is rendered (the
"non-prevailing party") will pay all fees and expenses incurred by the
prevailing party in connection with the arbitration (including fees and
disbursements of the prevailing party's counsel), as well as the expenses of the
arbitration proceeding. The arbitrators will determine in their decision and
award which of the parties is the prevailing party, which is the non-prevailing
party, the amount of the fees and expenses of the prevailing party and the
amount of the arbitration expenses. The arbitration will be conducted, to the
extent consistent with this Section 5.13, in accordance with the then prevailing
rules of commercial arbitration of the AAA or its successor. The arbitrators
will have the right to retain and consult experts and competent authorities
skilled in the matters under arbitration, but all consultations will be made in
the presence of both parties, who will have full right to cross-examine the
experts and authorities. The arbitrators will render their award, upon the
concurrence of at least two of their number, not later than thirty (30) days
after the appointment of the third arbitrator. The decision and award shall be
in writing, and counterpart copies shall be delivered to each of the parties. In
rendering an award, the arbitrators will have no power to modify any of the
provisions of this Agreement, and the jurisdiction of the arbitrators is
expressly limited accordingly. Judgment may be entered on the award of the
arbitrators and may be enforced in any court having jurisdiction.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto as of the date first above written.
PHARMACEUTICAL RESOURCES, INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Authorized Signatory
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
XXXXXXX X. XXXXXX
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