0001047469-06-004413 Sample Contracts

AMPHASTAR PHARMACEUTICALS, INC. March 27, 2006 Organon USA Inc. 56 Livingston Ave. Roseland, NJ, 07068 Attention: Huib Costermans, Chief Financial Officer Re: Amendment to Settlement Agreement and Asset Sale Agreement
Settlement Agreement and Asset Sale Agreement • April 3rd, 2006 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations

This is to confirm our understanding concerning the $6 million final payment (the "Payment") owed in February 2006 by Amphastar to Organon under the Settlement Agreement dated December 20, 2004, and the Asset Sale Agreement entered into by the parties in 2003, as amended, pertaining to the sale of the U.S. product rights to Cortrosyn.

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Waiver of Covenant • April 3rd, 2006 • Amphastar Pharmaceuticals, Inc. • Pharmaceutical preparations

Mr. David Nassif, Senior Vice President and Chief Financial Officer Amphastar Pharmaceuticals, Inc. 11570 Sixth Street Rancho Cucamonga, CA 91730

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