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Dismissal Agreement - KING PHARMACEUTICALS INC - 5-10-2006

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Dismissal Agreement - KING PHARMACEUTICALS INC - 5-10-2006 Powered By Docstoc
					EXHIBIT 10.5 DISMISSAL AGREEMENT This Dismissal Agreement (this "Agreement") is entered into as of February 27, 2006 by and among King Pharmaceuticals, Inc., a Tennessee corporation with a principal place of business at 501 Fifth Street, Bristol, TN 37620 ("King"), Cobalt Pharmaceuticals, Inc., a Canadian company with a principal place of business at 6500 Kitimat Road, Mississauga, Ontario LN5 2Bb ("Cobalt"), and Aventis Pharma Deutschland GmbH, a German limited liability company with a principal place of business at Industriepark Hoechst, 65926 Frankfurt am Main, Germany ("Aventis"). King, Cobalt and Aventis are collectively referred to herein as the "Parties" and individually as a "Party." RECITALS WHEREAS, on December 17, 1998, Aventis entered into the Product Agreement (as hereinafter defined) with King, granting to King certain rights in and to the compound Ramipril (as hereinafter defined) in the Territory (as hereinafter defined), including, without limitation, certain patent rights; WHEREAS, King sells the Product branded under the name Altace(R) in a capsule form in the Territory; WHEREAS, on November 26, 2002, Cobalt filed an ANDA (as hereinafter defined) with the FDA (as hereinafter defined) seeking approval to market a Generic Product (as hereinafter defined) in capsule form in the Territory; WHEREAS, on March 14, 2003, Aventis and King filed the Lawsuit (as hereinafter defined) alleging that the Generic Product infringes certain patent rights of Aventis and King; WHEREAS, at the urging of the Court (as hereinafter defined), the Parties have negotiated the terms of a proposed settlement of the Lawsuit; and WHEREAS, the Parties want to avoid the expense of litigation and settle the Lawsuit on the terms and conditions set forth below; NOW, THEREFORE, in accordance with the foregoing recitals, and in consideration of the mutual covenants contained herein, King, Cobalt, and Aventis agree as follows: AGREEMENT 1. DEFINITIONS 1.1 "'722 Patent" means United States Patent Number 5,061,722. 1.2 "'856 Patent" means United States Patent Number 5,403,856. CONFIDENTIAL TREATMENT REQUESTED

1.3 "Act" means the United States Federal Food, Drug and Cosmetic Act, as amended. 1.4 "Affiliate" means any corporation, firm, partnership, or other entity that directly or indirectly controls or is controlled by or is under common control with a party. For purposes of this definition, "control" means ownership, directly or through one or more Affiliates, of (a) fifty percent (50%) or more of the shares or voting rights in case of a corporation or limited company, (b) fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, (c) fifty percent (50%) or more of the equity or controlling interests in the case of any other type of legal entity (including, without limitation, joint ventures) or

1.3 "Act" means the United States Federal Food, Drug and Cosmetic Act, as amended. 1.4 "Affiliate" means any corporation, firm, partnership, or other entity that directly or indirectly controls or is controlled by or is under common control with a party. For purposes of this definition, "control" means ownership, directly or through one or more Affiliates, of (a) fifty percent (50%) or more of the shares or voting rights in case of a corporation or limited company, (b) fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, (c) fifty percent (50%) or more of the equity or controlling interests in the case of any other type of legal entity (including, without limitation, joint ventures) or status as a general partner in any partnership, or (d) any other arrangement whereby a party controls or has the right to control the Board of Directors or equivalent governing body of an entity. 1.5 "Agreement" has the meaning set forth in the preamble. 1.6 "ANDA" means the Abbreviated New Drug Application Number 76-549 filed by Cobalt with the FDA on November 26, 2002. 1.7 "Applicable Law" means applicable United States (federal or state) and foreign laws, rules, regulations, guidelines and standards, including, but not limited to, those of the FDA and comparable foreign regulatory authorities, including without limitation the Act. 1.8 "Asserted Patents" means, collectively, the '722 Patent and the '856 Patent. 1.9 "Aventis" has the meaning set forth in the preamble. 1.10 "Cobalt" has the meaning set forth in the preamble. 1.10A "Court" means the United States District Court for the District of Massachusetts, in which the Lawsuit was filed. 1.11 "Dispute" has the meaning set forth in Section 5.6. 1.12 "Effective Date" has the meaning set forth in Section 2.4. 1.13 "FDA" means the United States Food and Drug Administration or any successor organization and all agencies under their direct control. 1.14 "FTC" means the Federal Trade Commission or any successor organization and all agencies under their direct control. 1.15 "Generic Product" means the product for which Cobalt filed the ANDA. 1.16 "King" has the meaning set forth in the preamble. 1.17 "Lawsuit" means the civil action filed by Aventis and King against Cobalt in the United States District Court for the District of Massachusetts captioned Aventis Pharma -2-

Deutschland GMBH and King Pharmaceuticals, Inc. v. Cobalt Pharmaceuticals, Inc., Civil Action No. 0310492JLT. 1.17A "Medicare Reform Act" means the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, Pub. L. No. 108-173, Title XI, Subtitle B, 117 Stat. 2066, 2461-64 (2003). 1.18 "Party" or "Parties" has the meaning set forth in the preamble. 1.19 "Product" means a pharmaceutical product containing the active ingredient Ramipril as approved by the

Deutschland GMBH and King Pharmaceuticals, Inc. v. Cobalt Pharmaceuticals, Inc., Civil Action No. 0310492JLT. 1.17A "Medicare Reform Act" means the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, Pub. L. No. 108-173, Title XI, Subtitle B, 117 Stat. 2066, 2461-64 (2003). 1.18 "Party" or "Parties" has the meaning set forth in the preamble. 1.19 "Product" means a pharmaceutical product containing the active ingredient Ramipril as approved by the FDA under New Drug Application Number 19-901. 1.20 "Product Agreement" means the U.S. Product Agreement entered into by and between Aventis (formerly, "Hoechst Marion Roussel, Inc." and "Hoechst Marion Roussel Deutschland GMBH") and King effective December 17, 1998, as the same may be, or may have been, amended from time to time. 1.21 "Ramipril" means the compound (2S,3aS,6aS)-1[(S)-N-[(S)-1-Carboxy-3- phenylpropyl]alanyl] octahydrocyclopenta[b]pyrrole-2-carboxylic acid, 1-ethyl ester. 1.22 "Term" has the meaning set forth in Section 4.1. 1.23 "Territory" means the United States. 1.24 "Third Party" means any person other than a Party or an Affiliate of a Party. 2. DISMISSAL TERMS 2.1 Dismissal. Within three (3) days of the Effective Date, the Parties will jointly file a stipulation of dismissal in the form attached hereto as Exhibit A with the United States District Court for the District of Massachusetts dismissing all of King's and Aventis's claims in the Lawsuit against Cobalt without prejudice. The Parties agree that the Lawsuit record, including without limitation all rulings by the Court, shall be binding, subject to any rights of appeal, on the Parties in the event any of King's or Aventis's claims are reasserted by any Party hereto. 2.2 Generic Product. Neither Cobalt nor any Affiliate of Cobalt will launch the Generic Product without providing at least thirty (30) days' prior notice in writing of such launch to King and Aventis. Cobalt will notify King and Aventis in writing at least thirty (30) days prior to transferring or assigning the ANDA to an Affiliate or a Third Party or granting any license, manufacturing, marketing or other right to an Affiliate or a Third Party. In the event of any such transfer, assignment or grant of rights, Cobalt will bind any such Affiliate or Third Party to comply with the obligation to provide King and Aventis at least thirty (30) days' prior notice in writing of a launch of the Generic Product. The Parties acknowledge and agree that remedies at law are inadequate to protect against any breach of any of the provisions of this Section 2.2 by Cobalt or King or by their employees, agents, Affiliates, officers or directors or any other person acting in concert with it or on its behalf. Accordingly, notwithstanding any other provision of this Agreement, Aventis and its Affiliates shall be entitled to the granting of -3-

injunctive relief by a court of competent jurisdiction against any action that constitutes any such breach of this Section 2.2. 2.3 FTC Filings. Within five (5) days of execution and delivery hereof by all Parties hereto, Aventis will either (a) file a copy of this Agreement with the FTC and the state attorneys general in connection with Aventis' consent decree with the FTC relating to diltiazem and notify Cobalt and King of such filing and the date thereof or (b) notify King and Cobalt that Aventis has elected not to so file. This Agreement shall further be disclosed by each Party to the FTC and to federal and state governmental or regulatory authorities to the extent required by Applicable Law, including without limitation the Medicare Reform Act. 2.4 Effective Date. In the event that Aventis makes the filing described in

injunctive relief by a court of competent jurisdiction against any action that constitutes any such breach of this Section 2.2. 2.3 FTC Filings. Within five (5) days of execution and delivery hereof by all Parties hereto, Aventis will either (a) file a copy of this Agreement with the FTC and the state attorneys general in connection with Aventis' consent decree with the FTC relating to diltiazem and notify Cobalt and King of such filing and the date thereof or (b) notify King and Cobalt that Aventis has elected not to so file. This Agreement shall further be disclosed by each Party to the FTC and to federal and state governmental or regulatory authorities to the extent required by Applicable Law, including without limitation the Medicare Reform Act. 2.4 Effective Date. In the event that Aventis makes the filing described in Section 2.3(a), and subject to Section 4.2 of this Agreement, this Agreement shall not become effective (except for the provisions in Section 2.3 requiring Aventis to notify FTC within five (5) days of execution, which shall become effective on execution of this Agreement by all Parties hereto) until thirty-five (35) days shall have elapsed following the execution of this Agreement by all Parties hereto. In the event that Aventis elects not to make such filing, as described in Section 2.3(b), this Agreement shall not become effective until five (5) days shall have elapsed following the execution of this Agreement by all Parties hereto. The date on which this Agreement becomes effective in accordance with this Section 2.4 shall be the "Effective Date" of this Agreement. 3. REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of King. (a) Corporate Power. King is organized and validly existing under the laws of the State of Tennessee and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (b) Due Authorization. King is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. (c) Binding Agreement. This Agreement is a legal and valid obligation binding upon King and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by King does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (d) No Side Agreements. Except as otherwise previously disclosed to Aventis in writing on February 13, 2006, neither King nor any Affiliate of King has entered into any agreement of any kind with Cobalt or any Affiliate of Cobalt with respect to the manufacture, use, offer for sale, sale or importation of Ramipril, Product, Generic Product or the NDA or ANDA. 3.2 Representations and Warranties of Aventis. -4-

(a) Corporate Power. Aventis is organized and validly existing under the laws of Germany and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (b) Due Authorization. Aventis is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. (c) Binding Agreement. This Agreement is a legal and valid obligation binding upon Aventis and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Aventis does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 3.3 Representations and Warranties of Cobalt.

(a) Corporate Power. Aventis is organized and validly existing under the laws of Germany and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (b) Due Authorization. Aventis is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. (c) Binding Agreement. This Agreement is a legal and valid obligation binding upon Aventis and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Aventis does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 3.3 Representations and Warranties of Cobalt. (a) Corporate Power. Cobalt is organized and validly existing under the laws of Canada and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (b) Due Authorization. Cobalt is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. (c) Binding Agreement. This Agreement is a legal and valid obligation binding upon Cobalt and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Cobalt does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 3.4 Disclaimer; Limitations. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRECEDING REPRESENTATIONS AND WARRANTIES ARE THE PARTIES' ONLY REPRESENTATIONS AND WARRANTIES CONCERNING THE LAWSUIT AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. 4. TERM AND TERMINATION 4.1 Term. Unless earlier terminated as set forth in Section 4.2, this Agreement will commence on the Effective Date and will continue in effect until the expiration of the Asserted Patents (the "Term"). 4.2 Termination. This Agreement may only be terminated as follows: (a) upon mutual written agreement of Aventis, King and Cobalt; or -5-

(b) by any Party upon three (3) months' prior written notice if any other Party is in material breach of this Agreement and fails to cure that breach within such three (3)-month period; or (c) by each Party, at its sole and exclusive option, in the event that any of the following events shall occur after Aventis provides notification of this Agreement to the FTC, DOJ and state attorneys general in accordance with Section 2.3 of this Agreement: (i) any injunction or other order shall have been entered or enforced by any court or governmental or regulatory authority of competent jurisdiction making illegal, or otherwise prohibiting, the consummation of any matter or transaction contemplated by this Agreement or (ii) any injunction or enforcement action shall be pending or threatened by or before any governmental or regulatory authority against any Party to this Agreement seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement or (iii) any state or federal investigation shall have been commenced relating to this Agreement. 4.3 Survival. The terms of Articles 4 and 5 will survive any expiration or termination of this Agreement.

(b) by any Party upon three (3) months' prior written notice if any other Party is in material breach of this Agreement and fails to cure that breach within such three (3)-month period; or (c) by each Party, at its sole and exclusive option, in the event that any of the following events shall occur after Aventis provides notification of this Agreement to the FTC, DOJ and state attorneys general in accordance with Section 2.3 of this Agreement: (i) any injunction or other order shall have been entered or enforced by any court or governmental or regulatory authority of competent jurisdiction making illegal, or otherwise prohibiting, the consummation of any matter or transaction contemplated by this Agreement or (ii) any injunction or enforcement action shall be pending or threatened by or before any governmental or regulatory authority against any Party to this Agreement seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement or (iii) any state or federal investigation shall have been commenced relating to this Agreement. 4.3 Survival. The terms of Articles 4 and 5 will survive any expiration or termination of this Agreement. 5. MISCELLANEOUS 5.1 Public Announcements. No Party nor any Affiliate of any Party will make any publicity releases, interviews, or other dissemination of information concerning this Agreement or its terms, or any Party's or its Affiliates' performance hereunder, to communication media, financial analysts, or others without the approval of the other Parties, which approval will not unreasonably be withheld. Any Party may, upon notice to the other Parties and after providing the other Parties with the opportunity to comment, to the extent practicable, make any disclosure in filings with regulatory agencies as required by law or applicable court order. 5.2 Force Majeure. No Party nor any Affiliate of any Party will be liable for any default or delay in such Party's or its Affiliate's performance if such default or delay is caused by an event beyond the reasonable control of such Party or its Affiliate, including, but not limited to: act of God; war or insurrection; civil commotion; destruction of essential facilities or materials by earthquake, fire, flood or storm; labor disturbance; epidemic; or other similar event; provided, however, that the Party or Affiliate so affected will give prompt notice of such event to the other Parties to this Agreement, and will use its commercially reasonable efforts to avoid, remove or alleviate such causes of nonperformance and will continue performance hereunder with the utmost dispatch whenever such causes are removed. 5.3 Entire Agreement. This Agreement and stipulation of dismissal in the form attached hereto as Exhibit A (which is herein incorporated by reference), constitute the entire agreement between the Parties and the Affiliates of each pertaining to the subject matter hereof, and this Agreement supersedes, on its Effective Date, any other agreements, understandings, promises and representations, whether written or oral, between the Parties and such Affiliates relating to the same subject matter save for where otherwise expressed in this Agreement. No agent of any Party or any of its Affiliates is authorized to make any representation, promise, or warranty not contained in this Agreement. -6-

5.4 Amendment and Waiver. This Agreement may only be amended by the Parties in writing, making specific reference to this Agreement; provided that the same is signed by all Parties. No course of dealing between the Parties and any of their Affiliates or failure by any Party or any Affiliate thereof to exercise any right or remedy hereunder will constitute an amendment to this Agreement or a waiver of any other right or remedy or the later exercise of any right or remedy. 5.5 Governing Law. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any choice of law provisions. Each Party and each Affiliate of each Party hereby submits itself for the sole purpose of this Agreement and any controversy arising hereunder to the jurisdiction of the courts located in the District of Massachusetts and any courts of appeal therefrom, and waives any objection on the grounds of lack of jurisdiction (forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. 5.6 Dispute Resolution. Any controversy, claim, or dispute arising out of or relating to this Agreement (other than any controversy, claim or dispute described in Sections 2.1 and 2.2 of this Agreement) (collectively, a "Dispute")

5.4 Amendment and Waiver. This Agreement may only be amended by the Parties in writing, making specific reference to this Agreement; provided that the same is signed by all Parties. No course of dealing between the Parties and any of their Affiliates or failure by any Party or any Affiliate thereof to exercise any right or remedy hereunder will constitute an amendment to this Agreement or a waiver of any other right or remedy or the later exercise of any right or remedy. 5.5 Governing Law. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any choice of law provisions. Each Party and each Affiliate of each Party hereby submits itself for the sole purpose of this Agreement and any controversy arising hereunder to the jurisdiction of the courts located in the District of Massachusetts and any courts of appeal therefrom, and waives any objection on the grounds of lack of jurisdiction (forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts. 5.6 Dispute Resolution. Any controversy, claim, or dispute arising out of or relating to this Agreement (other than any controversy, claim or dispute described in Sections 2.1 and 2.2 of this Agreement) (collectively, a "Dispute") will be attempted to be settled by the Parties and their Affiliates, in good faith. In the event that there is no resolution of such Dispute, it will further be submitted to appropriate senior management representatives of each Party in a good faith effort to effect a mutually acceptable resolution thereof. Only if such efforts are not successful will such Dispute be resolved by binding arbitration. Such arbitration will take place in New York, New York and it will proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Within ten (10) days from the filing of the demand or submission, or longer if the Parties agree, the Parties will each select one arbitrator. Judgment upon the award rendered by arbitration will be binding and may be entered in any court having jurisdiction thereof. Costs of arbitration are to be divided by the Parties in the following manner: Each Party will pay for the arbitrator it chooses and each Party will otherwise bear its own costs. 5.7 Assignment. No Party may assign any right or obligation hereunder without the written consent of the other Parties, such consent not to be unreasonably withheld; provided that each Party may assign this Agreement and the rights, obligations, and interests of such Party, in whole or in part, to any of its Affiliates (for so long as they remain Affiliates) or to any Third Party that succeeds to all or substantially all of a Party's business or assets relating to this Agreement, whether by sale, merger, operation of law, or otherwise, or to one or more financial institutions providing financing to such Party, pursuant to the terms of the relevant security agreement, and, upon the occurrence of any such succession, will make such assignment; further provided that such assignee or transferee promptly agrees in writing to be bound by the terms and conditions of this Agreement. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this provision will be void and of no effect. 5.8 Nature of Agreement. In operating under the Agreement, each Party will act independently and this Agreement will not be construed as creating any partnership, joint venture or incorporated business entity. Neither Party will have any authority to incur any liability or obligation whatsoever on behalf of the other. -7-

5.9 Notice. Any notice, demand, waiver, consent, approval or other communication which is required or permitted to be given to any Party under this Agreement will be in writing, will specifically refer to this Agreement, and will be effective on receipt, as evidenced in writing, when given by registered airmail or certified mail, postage prepaid, or overnight courier, and addressed, unless otherwise specified in writing, to the addresses of the Parties described below, and effective upon sending if sent by facsimile confirmed by a written transmission report: If to King: 501 Fifth Street Bristol, TN 37620 Fax: 423-990-2566 Attention: General Counsel

5.9 Notice. Any notice, demand, waiver, consent, approval or other communication which is required or permitted to be given to any Party under this Agreement will be in writing, will specifically refer to this Agreement, and will be effective on receipt, as evidenced in writing, when given by registered airmail or certified mail, postage prepaid, or overnight courier, and addressed, unless otherwise specified in writing, to the addresses of the Parties described below, and effective upon sending if sent by facsimile confirmed by a written transmission report: If to King: 501 Fifth Street Bristol, TN 37620 Fax: 423-990-2566 Attention: General Counsel copy to: Jones Day 222 East 41st Street New York, NY 10017 Fax: 212-755-7306 Attention: F. Dominic Cerrito, Esq. If to Cobalt: 6500 Kitimat Road Mississauga, Ontario LN5 2Bb Fax: 905-363-0306 Attention: Ian Jacobsen copy to: Foley & Lardner LLP 3000 K Street, N.W. Washington, DC 20007 Fax: 202-672-3465 Attention: Steven A. Maddox Douglas H. Carsten If to Aventis: Sanofi-Aventis Deutschland GmbH Patent-und Lizenzabteilung Industriepark Hoechst 65926 Frankfurt am Main Germany Fax: 49-69-305-1790543 Attention: General Manager -8-

copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Fax: 212- 836-8689

copy to: Kaye Scholer LLP 425 Park Avenue New York, New York 10022 Fax: 212- 836-8689 Attention: Joel Katcoff & Benjamin C. Hsing 5.10 Severability. In the event any portion of this Agreement will be held illegal, void or ineffective, the remaining portions hereof will remain in full force and effect. If any of the terms or provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions will be deemed inoperative to the extent that they may conflict therewith and will be deemed to be modified to conform with such statute or rule of law, and the remaining portions hereof will remain in full force and effect. In the event that the terms and conditions of this Agreement are materially altered as a result of this Section 5.10, the Parties will renegotiate the terms and conditions of this Agreement to resolve any inequities. 5.11 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which will be an original and all of which will constitute together the same instrument. 5.12 Recording. Any Party will have the right, at any time, to record, register, or otherwise notify this Agreement in appropriate governmental or regulatory offices anywhere within the Territory, and the other Parties will provide reasonable assistance to the recording, registering or notifying Party in effecting such recording, registering or notifying. 5.13 No Party is the Drafter. This Agreement shall be deemed to have been mutually prepared by the Parties hereto and shall not be construed against any of them solely by reason of authorship. -9-

IN WITNESS WHEREOF, the Parties hereto have duly executed this Dismissal Agreement as of the date first above written. KING PHARMACEUTICALS, INC. By: Signature Print Name Title COBALT PHARMACEUTICALS, INC. By: Signature Print Name Title AVENTIS PHARMA DEUTSCHLAND GMBH, NOW DOING BUSINESS AS SANOFI-AVENTIS DEUTSCHLAND GMBH

IN WITNESS WHEREOF, the Parties hereto have duly executed this Dismissal Agreement as of the date first above written. KING PHARMACEUTICALS, INC. By: Signature Print Name Title COBALT PHARMACEUTICALS, INC. By: Signature Print Name Title AVENTIS PHARMA DEUTSCHLAND GMBH, NOW DOING BUSINESS AS SANOFI-AVENTIS DEUTSCHLAND GMBH By: Signature Print Name Title AVENTIS PHARMA DEUTSCHLAND GMBH, NOW DOING BUSINESS AS SANOFI-AVENTIS DEUTSCHLAND GMBH By: Signature Print Name Title

EXHIBIT A FORM OF STIPULATION OF DISMISSAL UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS

EXHIBIT A FORM OF STIPULATION OF DISMISSAL UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS Civil Action No. 03-10492-JLT AVENTIS PHARMA DEUTSCHLAND GMBH and KING PHARMACEUTICALS, INC., Plaintiffs, v. COBALT PHARMACEUTICALS, INC., Defendant. STIPULATION OF DISMISSAL Pursuant to Rule 41(a)(1)(ii), Fed. R. Civ. P., IT IS HEREBY STIPULATED AND AGREED, by and between Aventis Pharma Deutschland GmbH, King Pharmaceuticals, Inc., and Cobalt Pharmaceuticals, Inc., through their undersigned counsel of record, that this action be and hereby is voluntarily dismissed in its entirety without prejudice, including all claims and counterclaims by and against all parties arising out of the pleadings in this action.
Robert J. Muldoon, Jr. - BBO # 359480 Margaret H. Paget - BBO # 567679 Sherin and Lodgen LLP 101 Federal Street Boston, MA 02110 Phone: (617) 646-2000 Fax: (617) 646-2222 F. Dominic Cerrito Daniel L. Malone Eric P. Stops Wm. Shaw McDermott - BBO # 330860 Tara C. Clancy - BBO # 567020 Kirkpatrick & Lockhart LLP 75 State Street Boston, MA 02109 Tel. (617) 261-3100 Fax. (617) 261-3175 Joel Katcoff Benjamin C. Hsing Kaye Scholer LLP Alan D. Rose - BB0 #427280 Michael L. Chinitz - BBO #552 Rose & Associates 29 Commonwealth Avenue, 6th f Boston, MA 02116 Tel. (617) 536-0040 Fax. (617) 536-4400 Steven A. Maddox Douglas H. Carsten Foley & Lardner LLP

Jones Day 222 East 41st Street New York, NY 10017-6702 Phone: (212) 326-3939 Fax: (212) 755-7306 Attorneys for Plaintiff King Pharmaceuticals, Inc.

425 Park Avenue New York, New York 10022 Tel. (212) 836-8000 Fax. (212) 836-8689

3000 K Street, N.W. Washington, DC 20007 Tel. 202-672-5465 Fax. 202-672-5399

Attorneys for Plaintiff Aventis Pharma Deutschland GmbH, now doing business as Sanofi-Aventis Deutschland GmbH

Attorneys for Cobalt Pharmaceuticals, Inc.

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EXHIBIT 10.6 AMENDED AND RESTATED U.S. PRODUCT MANUFACTURING AGREEMENT THIS AMENDED AND RESTATED U.S. PRODUCT MANUFACTURING AGREEMENT (the "Agreement") dated as of February 27, 2006, is made and entered into by and between SANOFI-AVENTIS

Jones Day 222 East 41st Street New York, NY 10017-6702 Phone: (212) 326-3939 Fax: (212) 755-7306 Attorneys for Plaintiff King Pharmaceuticals, Inc.

425 Park Avenue New York, New York 10022 Tel. (212) 836-8000 Fax. (212) 836-8689

3000 K Street, N.W. Washington, DC 20007 Tel. 202-672-5465 Fax. 202-672-5399

Attorneys for Plaintiff Aventis Pharma Deutschland GmbH, now doing business as Sanofi-Aventis Deutschland GmbH

Attorneys for Cobalt Pharmaceuticals, Inc.

-2-

EXHIBIT 10.6 AMENDED AND RESTATED U.S. PRODUCT MANUFACTURING AGREEMENT THIS AMENDED AND RESTATED U.S. PRODUCT MANUFACTURING AGREEMENT (the "Agreement") dated as of February 27, 2006, is made and entered into by and between SANOFI-AVENTIS DEUTSCHLAND GMBH (formerly known as HOECHST MARION ROUSSEL DEUTSCHLAND GMBH), a German limited liability company ("Supplier"), and KING PHARMACEUTICALS, INC., a Tennessee corporation ("King"). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article I hereof or as otherwise set forth herein. RECITALS WHEREAS, Supplier is engaged in the manufacture of the Product; WHEREAS, Supplier and King are parties to that certain U.S. Product Manufacturing Agreement dated December 17, 1998, as amended June 22, 2000, December 16, 2002 and September 13, 2004 (the "Original Agreement"); WHEREAS, Supplier and King have agreed to amend and restate the Original Agreement; WHEREAS, Supplier and King have also entered into that certain General Products Agreement dated December 17, 1998, as amended (the "General Products Agreement") whereby King acquired certain Assets (as such term is defined in the General Products Agreement) which relate to, among other things, Ramipril; WHEREAS, Supplier and King have entered into that certain U.S. Product Agreement dated December 17, 1998, as amended (the "U.S. Product Agreement") whereby King acquired, among other things, certain rights which relate to Ramipril; WHEREAS, King desires to have Supplier manufacture the Product in accordance with this Agreement; and WHEREAS, Supplier agrees to supply the Product to King, upon the terms and subject to the conditions provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS The following terms shall have the meanings set forth below. Unless the context indicates otherwise, the singular shall include the plural and the plural shall include the singular. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY

EXHIBIT 10.6 AMENDED AND RESTATED U.S. PRODUCT MANUFACTURING AGREEMENT THIS AMENDED AND RESTATED U.S. PRODUCT MANUFACTURING AGREEMENT (the "Agreement") dated as of February 27, 2006, is made and entered into by and between SANOFI-AVENTIS DEUTSCHLAND GMBH (formerly known as HOECHST MARION ROUSSEL DEUTSCHLAND GMBH), a German limited liability company ("Supplier"), and KING PHARMACEUTICALS, INC., a Tennessee corporation ("King"). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article I hereof or as otherwise set forth herein. RECITALS WHEREAS, Supplier is engaged in the manufacture of the Product; WHEREAS, Supplier and King are parties to that certain U.S. Product Manufacturing Agreement dated December 17, 1998, as amended June 22, 2000, December 16, 2002 and September 13, 2004 (the "Original Agreement"); WHEREAS, Supplier and King have agreed to amend and restate the Original Agreement; WHEREAS, Supplier and King have also entered into that certain General Products Agreement dated December 17, 1998, as amended (the "General Products Agreement") whereby King acquired certain Assets (as such term is defined in the General Products Agreement) which relate to, among other things, Ramipril; WHEREAS, Supplier and King have entered into that certain U.S. Product Agreement dated December 17, 1998, as amended (the "U.S. Product Agreement") whereby King acquired, among other things, certain rights which relate to Ramipril; WHEREAS, King desires to have Supplier manufacture the Product in accordance with this Agreement; and WHEREAS, Supplier agrees to supply the Product to King, upon the terms and subject to the conditions provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS The following terms shall have the meanings set forth below. Unless the context indicates otherwise, the singular shall include the plural and the plural shall include the singular. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

1.1. "ACT" shall mean the Federal Food, Drug and Cosmetic Act, as amended.

1.1. "ACT" shall mean the Federal Food, Drug and Cosmetic Act, as amended. 1.2. "AFFILIATE" shall mean any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the entity specified. 1.3. "AGREEMENT" shall mean this U.S. Product Manufacturing Agreement. 1.4. "ANNUAL COMMITTED QUANTITY" shall have the meaning set forth in Section 2.10(a) herein. 1.5. "ARBITRATING ACCOUNTANT" shall have the meaning set forth in Section 3.2(d) herein. 1.6. "BUSINESS DAY" or "BUSINESS DAY" shall mean a day other than Saturday, Sunday or any day on which banks located in the State of Missouri are authorized or obligated to close. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days (or business days) are specified. 1.7. "CALENDAR QUARTER" shall mean, with respect to the first such Calendar Quarter, the period beginning on the date hereof and ending on the last day of the calendar quarter within which the date hereof falls and, thereafter, each successive period of three consecutive calendar months ending on March 31, June 30, September 30 or December 31. In the event that the termination of this Agreement does not fall on the last day of a Calendar Quarter, the "Final Calendar Quarter" shall mean the period from the last day of the most recent Calendar Quarter through the applicable date of termination of this Agreement. 1.8. "CALENDAR YEAR" shall mean each successive twelve (12)-month period commencing on January 1 and ending on December 31; provided that the first such Calendar Year shall begin on the date hereof and end on December 31, 2006. In the event that the termination of this Agreement does not fall on the last day of a Calendar Year, the "Final Calendar Year" shall mean the period from the last day of the most recent Calendar Year through the applicable date of termination of this Agreement. 1.9. "CGMP" shall mean current Good Manufacturing Practices as promulgated under the Act at 21 CFR (chapters 210, 211, 600 and 610), as the same may be amended or re-enacted from time to time. 1.10. "DISCRETIONARY MANUFACTURING CHANGES" shall have the meaning set forth in Section 2.7 (b) herein. 1.11. "EXCESS PRICE" shall have the meaning set forth in Section 3.1 herein. 1.12. "FDA" shall mean the United States Food and Drug Administration or any successor entity thereto. 1.13. "FORCE MAJEURE" shall have the meaning set forth in Section 11.3 herein. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 2

1.14. "GENERAL PRODUCTS AGREEMENT" shall have the meaning set forth in the Recitals. 1.15. "GENERIC VERSION" shall have the meaning set forth in Section 2.9(f) herein.

1.14. "GENERAL PRODUCTS AGREEMENT" shall have the meaning set forth in the Recitals. 1.15. "GENERIC VERSION" shall have the meaning set forth in Section 2.9(f) herein. 1.16. "GOVERNMENTAL OR REGULATORY AUTHORITY" shall mean any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision. 1.17. "INDEMNITEE" shall have the meaning set forth in Section 9.3 herein. 1.18. "INDEMNITOR" shall have the meaning set forth in Section 9.3(a) herein. 1.19. "INITIAL COSTS" shall have the meaning set forth in Section 3.1 herein. 1.20. "LIABILITIES" shall have the meaning set forth in Section 9.1 herein. 1.21. "LAWS" shall mean all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental or Regulatory Authority. 1.22. "LICENSED PRODUCTS" shall have the meaning ascribed to such term in the U.S. Product Agreement. 1.23. "MINIMUM PRICE" shall have the meaning set forth in Section 3.1 herein. 1.24. "MINIMUM QUARTERLY PAYMENT" shall have the meaning set forth in Section 2.9(b) herein. 1.25. "NDA" shall mean the new drug applications related to the Products, submitted to the FDA pursuant to provisions of the Act and applicable regulations related thereto. 1.26. "ORIGINAL AGREEMENT" shall have the meaning set forth in the Recitals. 1.27. "PEDIATRIC EXTENSION" shall mean any pediatric exclusivity extension that may be granted by the FDA to King for Licensed Mono-Product (as defined in the U.S. Product Agreement). 1.28. "PEDIATRIC EXTENSION EXPIRATION DATE" shall mean the date of expiration of any Pediatric Extension, provided that in no event will such date extend beyond April 30, 2009. 1.29. "PRIME RATE" shall have the meaning set forth in Section 3.2(a) herein. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 3

1.30. "PRODUCT(S)" shall mean Ramipril in either a (a) powder form or (b) PC granules (i.e., coated) form intended for further processing into a pharmaceutical formulation, the Specifications for which are set forth on SCHEDULE 1.30, attached hereto. 1.31. "RAMIPRIL" shall mean the compound (2S,3aS,6aS)-1[(S)-N-[(S)- 1Carboxy-3-phenylpropyl]alanyl] octahydrocyclopenta[b]pyrrole-2-carboxylic acid, 1-ethyl ester, as depicted in the chemical formula set forth on

1.30. "PRODUCT(S)" shall mean Ramipril in either a (a) powder form or (b) PC granules (i.e., coated) form intended for further processing into a pharmaceutical formulation, the Specifications for which are set forth on SCHEDULE 1.30, attached hereto. 1.31. "RAMIPRIL" shall mean the compound (2S,3aS,6aS)-1[(S)-N-[(S)- 1Carboxy-3-phenylpropyl]alanyl] octahydrocyclopenta[b]pyrrole-2-carboxylic acid, 1-ethyl ester, as depicted in the chemical formula set forth on SCHEDULE 1.31, attached hereto. 1.32. "REQUIRED MANUFACTURING CHANGES" shall have the meaning set forth in Section 2.7(a) herein. 1.33. "SPECIFICATIONS" shall mean the written specifications for Products as set forth in the NDA. 1.34. "TECHNICAL AGREEMENT" shall mean the Agreement set forth on EXHIBIT D, attached hereto. 1.35. "TERM" shall have the meaning set forth in Section 4.1 herein. 1.36. "THIRD PARTY" shall have the meaning set forth in Section 2.9(f) herein. 1.37. "U.S. PRODUCT AGREEMENT" shall have the meaning set forth in the Recitals. 1.38. "U.S. TERRITORY" shall mean the U.S. Territory as such term is defined in the U.S. Product Agreement. ARTICLE II MANUFACTURE, PURCHASE AND SALE OF PRODUCT; ANNUAL MINIMUMS 2.1. EXCLUSIVE SUPPLY; NON-COMPETE. (a) Exclusive Supply. Pursuant to the terms and conditions of this Agreement, Supplier agrees to manufacture exclusively for King (except as permitted in the U.S. Product Agreement), during the Term, the Products for King to make or have made, sell or use Licensed Products in the U.S. Territory in accordance with the U.S. Product Agreement. During the Term, King agrees to purchase all of its requirements for the Products in the U.S. Territory exclusively from Supplier. (b) Non-Compete. Except as permitted in the U.S. Product Agreement, during the Term: (i) Supplier agrees that it will not, and will cause its Affiliates to not, manufacture, package, distribute or sell in the U.S. Territory the Product included in this Agreement; and (ii) King agrees that it will not and will cause its Affiliates to not, manufacture, package, distribute or sell the Product outside the U.S. Territory. 2.2. FORECASTS. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 4

(a) Long-Range Forecasts. Within [***] from the execution of this Agreement, and at least [***] prior to the beginning of each Calendar Year for the Term or any renewals or extensions thereof, King shall furnish Supplier with a rolling quarterly forecast of the quantities of Products that King intends to order during the [***] commencing with the upcoming Calendar Year. Such forecasts shall represent the most current estimates for planning purposes, and will include the quantities of Product in either powder or PC granules form, but shall not

(a) Long-Range Forecasts. Within [***] from the execution of this Agreement, and at least [***] prior to the beginning of each Calendar Year for the Term or any renewals or extensions thereof, King shall furnish Supplier with a rolling quarterly forecast of the quantities of Products that King intends to order during the [***] commencing with the upcoming Calendar Year. Such forecasts shall represent the most current estimates for planning purposes, and will include the quantities of Product in either powder or PC granules form, but shall not be purchase commitments. (b) Short Term Forecasts. At least [***] prior to the first day of each succeeding Calendar Quarter, King shall furnish Supplier with a rolling forecast of the quantities of each Product, (i) Ramipril in powder form and (ii) Ramipril in PC granules form, by kg, that King intends to order by month, during the [***] period commencing with that Calendar Quarter. Subject to the provisions of Section 2.9 and to the extent Supplier can supply any quantities in excess of the Annual Committed Quantity, such forecasts shall constitute binding commitments of King to purchase the percentages of Products set forth below pursuant to firm orders issued in accordance with Section 2.3. Supplier will use its reasonable best efforts to fill orders by King in excess of the Annual Committed Quantities:
Percentage of each Product (in powder form and PC granules form) that King is Required to Purchase ------------------------------------[***]% [***]% [***]% [***]% [***]% [***]%

Period of the Forecast ---------------------[***] [***] [***] [***] [***] [***]

2.3. FIRM ORDERS. King shall place each purchase order with Supplier for Products to be delivered hereunder at least [***] prior to the delivery date specified in each respective order. King acknowledges that each Product is produced in full lot quantities, as set forth in EXHIBIT B. Such orders shall specify Ramipril in powder form and/or Ramipril in PC granules form, by kilogram, in full lots and minimum order quantities and shall specify [***] an aggregate quantity of Products which is at least as great as the amount of Products (in powder form and/or in PC granules form) required to be purchased by King pursuant to Sections 2.2 and 2.9. In addition, the number of such purchase orders shall not exceed [***] per month, unless a greater monthly number is agreed to by Supplier, and, to the extent possible, be delivered to Supplier on or about the fifteenth (15th) of such month. Supplier shall confirm in writing each such purchase order within [***] of receipt thereof. Supplier shall deliver against each such order in accordance with Section 2.4. King shall be obligated to purchase all such Products ordered and delivered by the delivery date specified in King's purchase order, provided that such Products meet the Specifications. Unless otherwise specified in writing by Supplier, all orders placed by King with Supplier hereunder shall be addressed as follows: Manager of PharmaChemical Sales Germany Sanofi-Aventis Deutschland GmbH PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 5

PharmaChemical Sales Industriepark Hoechst Gebaude / Building D 711 65926 Frankfurt am Main

PharmaChemical Sales Industriepark Hoechst Gebaude / Building D 711 65926 Frankfurt am Main Notwithstanding anything else in this Section 2.3 or in Section 2.4, if at any time the amount of Product King is required to purchase in order to meet its Quarterly Minimum Quantity or Annual Minimum Quantity is less than a full lot or if King has met the Annual Minimum Quantity, King's orders and deliveries may be in fractional, not full, lot quantities. 2.4. DELIVERY. Delivery terms for Products shall be F.O.B. Supplier's manufacturing facility, or such other facility mutually agreed to by the parties. Supplier shall ship Products on a carrier or carriers specified by King and at King's expense in accordance with Supplier's purchase order form or as otherwise directed by King in writing. Title and risk of loss as to any Products purchased by King shall pass to King upon the earlier of (i) a common carrier accepting possession or control of such Products, or (ii) the passage of such Products from the loading dock of Supplier's facility to any employee, agent or contractor of King or such common carrier. It is understood that all quantities shipped shall be shipped in full lots, as set forth in EXHIBIT B. 2.5. REJECTED GOODS/SHORTAGES. (a) Notice; Replacement. King shall notify Supplier in writing of any claim relating to Products that fail to meet the Specifications, arising from defective manufacture, storage or handling of such Products by Supplier which occur prior to transfer of Product to King or any shortage in quantity of any shipment of Products as soon as reasonably practical, but not later than [***] (or [***] in the event an outside testing laboratory is used) of receipt of such Products. Provided the parties agree that such Products are defective or that there is a shortage, Supplier shall replace the defective Products or make up the shortage at the time of the next order, [***]. King shall make arrangements with Supplier for the return or disposal of any rejected Products; the costs of such return or disposal shall be paid [***]. In the event that only a limited supply of Products is available to replace or supply such rejection or shortage, then Supplier shall ship to King such quantities of Products as are available and King will be promptly reimbursed or credited against future orders, at King's option, for amounts paid for the remaining quantity of rejected Products. (b) Disputes. If Supplier disagrees with King's claim that such Products fail to meet the Specifications, Supplier and King representatives shall attempt to resolve such dispute. If the representatives cannot resolve such dispute, a sample of such Products shall be submitted by Supplier to a mutually agreed-to qualified laboratory for testing against the Specifications and the test results obtained by such laboratory shall be final and controlling. The fees and expenses of such laboratory testing shall be borne [***]. In the event the test results indicate that the Products in question do not conform to the Specifications, Supplier shall replace such Products [***] to King as soon as reasonably possible after receipt of such results. In the event the test results indicate that PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 6

the Products in question do conform to the Specifications, [***] costs incurred by Supplier as a result of the disagreement. (c) Sole Remedy. The provisions of Sections 2.5(a) in the case of shortage in quantity of any shipment of Product, and except as otherwise provided in Section 9.2(a) herein, Sections 2.5(a) and (b), in the case of Product that fails to meet the Specifications, shall be the sole remedy available to King with respect to any

the Products in question do conform to the Specifications, [***] costs incurred by Supplier as a result of the disagreement. (c) Sole Remedy. The provisions of Sections 2.5(a) in the case of shortage in quantity of any shipment of Product, and except as otherwise provided in Section 9.2(a) herein, Sections 2.5(a) and (b), in the case of Product that fails to meet the Specifications, shall be the sole remedy available to King with respect to any shortage in quantity of any shipment of Product, or Product that fails to meet the Specifications, as the case may be. 2.6. CAPACITY ALLOCATION; FAILURE TO SUPPLY. (a) Capacity. Supplier's maximum annual capacity to manufacture each Product is set forth on EXHIBIT B. (b) Supplier Notice. In the event that Supplier, upon receiving a forecast under Section 2.2(b) or a firm order under Section 2.3, is, or anticipates that it will be, unable to meet such forecast or firm order, either in whole or in part, due to any reason, Supplier shall give written notice of such inability to King within [***] of receipt of such forecast or firm order (or upon Supplier's reasonable belief that it cannot fulfill the forecast or firm order, if such date is after such [***] period). If such inability is partial, Supplier shall fulfill firm orders with such quantities of Products as are available. Supplier shall consistently use its commercially reasonable efforts to ensure that firm orders are supplied in full on a timely basis. (c) Supply Alternatives. Supplier and King shall meet within [***] of such written notice pursuant to Section 2.6(b) to consider alternative arrangements for meeting King's requirements for Products. Any such alternative pursued shall be subject to all required regulatory approvals and approval of both parties, which approval shall not be unreasonably withheld. Any alternative arrangements entered into pursuant to this Section 2.6(c) shall act in no way as a waiver of any other rights or remedies which King or Supplier may have under this Agreement or otherwise; provided, however, King shall have no obligation to pay for orders of Products that Supplier is unable to provide. (d) Capacity Allocation. In the event that Supplier's inability to meet firm orders or forecasts is due to a shortage of production capacity at Supplier's facility, in addition to the requirements of Section 2.6(a) and Section 2.6(b) above, Supplier shall promptly notify King of such shortage of production capacity, and, if possible, the date such shortage of production capacity is expected to end. In such event, Supplier shall allocate its available production capacity to the production of Products in such proportion (expressed as a function of equipment utilized) as the production equipment capacity actually utilized to meet orders for the Products over the previous [***] period bears to total production equipment capacity in such Supplier facility(ies) over that same period. (e) Supply Resumption. Supplier shall notify King as soon as possible of the date upon which such shortage of production capacity will cease. Upon resumption of production of Products, King shall resume obtaining its requirements for PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 7

Products from Supplier to the extent such resumption is consistent with any contractual arrangements entered into with third parties pursuant to Section 2.6(c). 2.7. MANUFACTURING CHANGES. Subject to the procedures set forth in

Products from Supplier to the extent such resumption is consistent with any contractual arrangements entered into with third parties pursuant to Section 2.6(c). 2.7. MANUFACTURING CHANGES. Subject to the procedures set forth in Section 3.1(d) of the U.S. Product Agreement: (a) Required Manufacturing Changes. For changes to the Specifications or manufacturing processes that are required by Laws or by medical or scientific concerns as to the toxicity, safety and/or efficacy of the Products (collectively "Required Manufacturing Changes"), the parties shall cooperate in making such changes promptly. (b) Discretionary Manufacturing Changes. For changes to the Specifications or Manufacturing process that are not Required Manufacturing Changes (collectively "Discretionary Manufacturing Changes") the parties must both agree to such Discretionary Manufacturing Changes and shall, to the extent commercially reasonable under the circumstances, cooperate in making such changes, and each party agrees that it shall not unreasonably withhold its consent to such Discretionary Manufacturing Changes. Notwithstanding the foregoing, Supplier's standard change control procedures shall be utilized in reviewing such changes. (c) Manufacturing Changes. Notwithstanding the foregoing, (i) all costs associated with Required Manufacturing Changes, (including, without limitation, obsolete raw materials, work-in-process and finished product inventories, and excluding all printed materials, including without limitation, packaging and labeling materials) shall be shared equally; (ii) all costs associated with Required Manufacturing Changes regarding all printed materials, including without limitation, packaging and labeling materials shall be borne by King; and (iii) all costs associated with Discretionary Manufacturing Changes shall be borne by the party initiating such change. If any of the Required Manufacturing Changes (other than those regarding printed materials) will result in aggregate costs in excess of [***] (per Required Manufacturing Change event), then the parties agree that either party may elect to be excused from its requirements under this Agreement unless the other party agrees to bear the entire cost of such Required Manufacturing Changes, and such an election shall be treated as an early termination under Section 4.2 and subject to the requirements of Section 4.4. An election by one (1) party to discontinue this Agreement in accordance with the immediately preceding sentence shall apply only as to the requirements of that electing party with respect to the particular Product(s) precipitating such Required Manufacturing Changes. Furthermore, if the aggregate costs of a Required Manufacturing Change with aggregate costs in excess of [***] are paid for by King, then thereafter (i) King shall have the right to terminate this Agreement pursuant to Section 4.1 upon [***] prior written notice to Supplier, and (ii) King shall own all rights, title and interests in and to any assets purchased by Supplier for such Required Manufacturing Change. 2.8. LABELING AND PACKAGING. Supplier shall ensure that all labeling and packaging for the Products shall be consistent with the FDA or other Governmental or Regulatory Authority approved labeling and packaging for the Products. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 8

2.9. ANNUAL MINIMUM QUANTITIES. (a) King shall purchase from Supplier a minimum quantity of [***] of Product for each of 2006, 2007 and 2008 and, in the event that the Term of this Agreement is extended to the Pediatric Extension Expiration Date, pursuant to Section 4.1 of this Agreement, a minimum quantity of [***] of Product for 2009 (the "Annual Minimum

2.9. ANNUAL MINIMUM QUANTITIES. (a) King shall purchase from Supplier a minimum quantity of [***] of Product for each of 2006, 2007 and 2008 and, in the event that the Term of this Agreement is extended to the Pediatric Extension Expiration Date, pursuant to Section 4.1 of this Agreement, a minimum quantity of [***] of Product for 2009 (the "Annual Minimum Quantity"). For the sake of clarity it is agreed that the Annual Minimum Quantity for 2008 applies even if the term of the Agreement expires prior to December 31, 2008. King shall order the Annual Minimum Quantity in quarterly installments of at least [***] of Product for each Calendar Quarter of each year through 2008 and at least [***] of Product for the Calendar Year 2009 ("Quarterly Minimum Quantity"). For the avoidance of doubt, the Annual Minimum Quantities set forth in this Section 2.9(a) shall constitute the aggregate of Product both in its powder and PC granules forms. Additionally, the parties acknowledge that the Ramipril content of the Product in PC granules form shall consist of approximately [***] of Ramipril for each kilogram of Product. (b) Subject to Section 2.9(e) below, the total payment made by King to Supplier for each Calendar Quarter during the Term shall be [***] (the "Minimum Quarterly Payment"). In the event that King does not order and pay for at least the applicable Quarterly Minimum Quantity in any given Calendar Quarter, then King shall pay [***]. (c) In the event that King does not pay the amount(s) described in Section 2.9(b) pursuant to Section 3.2(a), Supplier in its sole discretion may exercise the mechanism for default as set forth in Section 3.3. (d) King shall have discretion to determine the schedule for delivery of Product purchased and paid for by King in accordance with this Agreement. For purposes of clarification, nothing in this Section 2.9(d) shall modify or affect in any way King's obligation to place and pay for orders of Product on a quarterly basis. (e) In the event King's cumulative purchases of Product during any Calendar Year meet the Annual Minimum Quantity, then King will no longer be subject to the Annual Minimum Quantity (or the corresponding Quarterly Minimum Quantity) or the Minimum Quarterly Payment for the rest of that Calendar Year, and King may (i) cease orders of Product for the rest of that Calendar Year, or (ii) order additional quantities of Product during that Calendar Year, which additional quantities will be at the Excess Price set forth in Section 3.1. (f) In the event that any party other than Supplier, King or Cobalt Pharmaceuticals, Inc. or its Affiliates (to the extent they are selling a generic version of King's Altace(R) capsule product pursuant to rights granted to them by King) (such other party being a "Third Party") launches a generic formulation that contains Ramipril as its sole active ingredient in the U.S. Territory (a "Generic Version"), the parties agree that: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 9

(i) King's obligations to purchase Product exclusively from Supplier shall continue throughout the Term; and (ii) King and Supplier shall negotiate in good faith to determine the Annual Minimum Quantity, and the corresponding Quarterly Minimum Quantity, for any Calendar Year or Calendar Quarter that shall be affected by such occurrence. Any such good faith negotiation shall not include a reduction of the Minimum Price or Excess Price, as set forth in Section 3.1 of this Agreement. In the event that the parties are unable to reach agreement concerning a reduced Annual Minimum Quantity, such dispute shall be subject to the dispute resolution provisions of Section 10.1 of this Agreement.

(i) King's obligations to purchase Product exclusively from Supplier shall continue throughout the Term; and (ii) King and Supplier shall negotiate in good faith to determine the Annual Minimum Quantity, and the corresponding Quarterly Minimum Quantity, for any Calendar Year or Calendar Quarter that shall be affected by such occurrence. Any such good faith negotiation shall not include a reduction of the Minimum Price or Excess Price, as set forth in Section 3.1 of this Agreement. In the event that the parties are unable to reach agreement concerning a reduced Annual Minimum Quantity, such dispute shall be subject to the dispute resolution provisions of Section 10.1 of this Agreement. 2.10. ANNUAL COMMITTED QUANTITIES. (a) During the Term of this Agreement and only if required by King, Supplier shall be obligated to supply to King the following quantities of Product for each Calendar Year indicated below (the "Annual Committed Quantity"):
Calendar Year ------------2006 2007 2008 2009 Annual Committed Quantity ------------------------[***] metric tons [***] metric tons [***] metric tons [***] metric tons

The Annual Committed Quantity shall be the amount of Product reserved for King each Calendar Year and shall be provided by Supplier to King in accordance with the purchase order and forecast provisions of this Agreement, including the Quarterly Minimum Quantity obligations. The foregoing notwithstanding, in no event shall King be obligated or required to purchase the Annual Committed Quantity in any given Calendar Year (other than that portion consisting of the Annual Minimum Quantity). (b) Supplier shall exert its reasonable best efforts to supply King with quantities of Product required by King which exceed the Annual Committed Quantity in any Calendar Year provided always that this Section 2.10(b) shall not be deemed to amend any rights of King or obligations of Supplier under this Agreement, except that the parties agree that Section 2.6(d) of this Agreement shall not apply with regard to quantities requested by King which exceed the Annual Committed Quantity. For quantities that King requires which exceed the Annual Committed Quantity, King is obligated to purchase such exceeding quantities from Supplier to the extent Supplier is able to supply such exceeding quantities. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 10

ARTICLE III PRODUCT PRICING AND PAYMENT 3.1. PRICING. The price for the Products constituting the Annual Minimum Quantity shall be $[***] of Product (the "Minimum Price"). In the event that King's orders exceed the Annual Minimum Quantity, the price shall be $[***] of Product for the remaining orders in that Calendar Year (the "Excess Price"). The Minimum Price and the Excess Price shall remain firm during the Term. 3.2. PAYMENT. (a) Terms. All payments required by this Agreement shall be made in United States Dollars by wire transfer to an

ARTICLE III PRODUCT PRICING AND PAYMENT 3.1. PRICING. The price for the Products constituting the Annual Minimum Quantity shall be $[***] of Product (the "Minimum Price"). In the event that King's orders exceed the Annual Minimum Quantity, the price shall be $[***] of Product for the remaining orders in that Calendar Year (the "Excess Price"). The Minimum Price and the Excess Price shall remain firm during the Term. 3.2. PAYMENT. (a) Terms. All payments required by this Agreement shall be made in United States Dollars by wire transfer to an account designated by Supplier. All invoices are strictly net and payment must be received within [***] from the date of invoice. The date of each invoice shall be the date of shipment of Products pursuant to Section 2.4. Payment shall be made without deduction, deferment, set-off, lien or counterclaim of any nature, other than for rejected or returned goods for which a credit acknowledgment has been issued by Supplier. Time for payment shall be of the essence. (b) Late Payments. Unless King notifies Supplier in writing of a good faith dispute, with respect to payments not received within such [***], interest shall accrue on any amount overdue, at the lesser of (i) the prime rate as reported by the Morgan Guaranty Bank and Trust, New York, New York (the "Prime Rate") on the date such payment is due, plus an additional [***] or (ii) the maximum rate permitted by law, such interest to begin accruing on a daily basis from the date of invoice, and shall accrue both before and after judgment; provided, however, in the case of a good faith dispute regarding payment resolved to be due and not paid within [***] after such resolution, such interest shall begin accruing on a daily basis from the date such payment becomes overdue, and shall accrue [***]; provided, further, in the case of a good faith dispute regarding payment, King may in its discretion determine to pay such amounts disputed to be overdue and in the event amounts are finally determined not to be due by King, Supplier shall repay such excess amounts to King determined not be due, and interest shall accrue on any such amount, at the lesser of (i) Prime Rate plus an additional [***] or (ii) the maximum rate permitted by law, such interest to begin accruing on a daily basis from the date such disputed payment was received by Supplier. (c) Default. In the event that King fails to make its payments consistent with the terms in Sections 2.9(b) or 3.2 (a), then Supplier shall give to King a notice of default, and King shall have thirty (30) days to cure the default. If King has not cured such default within the [***] period, then Supplier shall, in its sole discretion, and without prejudice to any other of its accrued rights, be entitled to liquidated damages as set forth in Section 3.3; provided, however, a good faith bona fide dispute by King regarding a payment pursuant to this Agreement shall not be considered a default of payment so long as King notifies Supplier in writing of such dispute within the later of [***] from the date of invoice or the date of payment. King acknowledges it will notify Supplier promptly upon a determination that a dispute exists regarding a payment. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 11

(d) Resolution of Payment Disputes. Unless the parties otherwise agree, if the parties are unable to resolve any payment dispute within the [***] period after receipt by Supplier of written notice from King of a dispute regarding payment, the New York office of the certified public accounting firm of Arthur Andersen, LP (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such dispute as soon as practicable. In the event Arthur Andersen, LP is

(d) Resolution of Payment Disputes. Unless the parties otherwise agree, if the parties are unable to resolve any payment dispute within the [***] period after receipt by Supplier of written notice from King of a dispute regarding payment, the New York office of the certified public accounting firm of Arthur Andersen, LP (the "Arbitrating Accountant") shall be engaged as arbitrator hereunder to settle such dispute as soon as practicable. In the event Arthur Andersen, LP is unwilling or unable to serve as the Arbitrating Accountant, the parties hereto shall select by mutual agreement another nationally-recognized independent certified public accounting firm, who is not rendering (and during the preceding two-year period has not rendered) services to either Supplier, King, or any of their respective Affiliates, to serve as the Arbitrating Accountant. In connection with the resolution of any dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The arbitration before the Arbitrating Accountant shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The Arbitrating Accountant's award with respect to any dispute shall be final and binding upon the parties hereto, and judgment may be entered on the award. The party against whom an award is made shall pay fees and expenses of the Arbitrating Accountant with respect to any dispute; provided, however, if there is no award made or an award is made for or against both parties, [***] the fees and expenses of the Arbitrating Accountant. 3.3. LIQUIDATED DAMAGES. In the event that King does not comply with its requirements under Section 2.9 (b), then Supplier in its sole discretion shall be entitled to the following as liquidated damages: (a) Until such time as a Third Party has launched a Generic Version, a payment in an amount equal to (i) [***] if King had purchased its Annual Minimum Quantity requirements of Product at the Minimum Price [***] (ii) an amount equal to [***] as of the date of default through the expiration of the Term based on its Annual Minimum Quantity requirements; or (b) In the event that a Third Party has launched a Generic Version and Supplier and King have mutually agreed to a modified Annual Minimum Quantity to be purchased by King pursuant to Section 2.9(f), a payment in an amount equal to (i) [***] if King had purchased its modified Annual Minimum Quantity of Product at the Minimum Price through the expiration of the Term minus (ii) [***] as of the date of default through the expiration of the Term based on the modified Annual Minimum Quantity requirements. 3.4. ADVERTISING/MARKETING/SALES COSTS AND PRODUCT PRICING. King shall be responsible for all advertising, marketing and sales costs associated with Licensed Product distribution. King shall have complete authority for all sales pricing decisions for the Licensed Products. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 12

ARTICLE IV TERM AND TERMINATION 4.1. TERM. Unless terminated earlier in accordance with the provisions of Section 4.2 herein, the term of this Agreement (the "Term") will commence upon execution of this Agreement and continue through October 29, 2008; provided that the Term automatically will be extended until the Pediatric Extension Expiration Date in the event any Pediatric Extension is granted to King. 4.2. EARLY TERMINATION. Either King or Supplier, as the case may be, may terminate this Agreement forthwith by notice in writing to the other party upon the occurrence of any of the following events:

ARTICLE IV TERM AND TERMINATION 4.1. TERM. Unless terminated earlier in accordance with the provisions of Section 4.2 herein, the term of this Agreement (the "Term") will commence upon execution of this Agreement and continue through October 29, 2008; provided that the Term automatically will be extended until the Pediatric Extension Expiration Date in the event any Pediatric Extension is granted to King. 4.2. EARLY TERMINATION. Either King or Supplier, as the case may be, may terminate this Agreement forthwith by notice in writing to the other party upon the occurrence of any of the following events: (a) if the other party commits a material breach of this Agreement, which in the case of a breach capable of remedy shall not have been remedied within thirty (30) days of the receipt by the other party of a notice identifying the breach and requiring its remedy or such longer time as the party in breach may demonstrate to the other party is necessary to remedy the breach using its reasonable efforts to do so; or (b) if the other party ceases for any reason to carry on business (but not as the result of a merger, acquisition or reorganization with one or more entities whether in a single transaction or a series of transactions) or convenes a meeting of its creditors or has a receiver or manager appointed in respect of all or substantially all of its assets or is the subject of an application for an administration order or of any proposal for a voluntary arrangement or enters into liquidation (whether compulsorily or voluntarily) or undergoes any analogous act or proceedings under foreign law; or (c) the enactment of any law, order or regulation by a governmental unit that would render it impossible for the other party to perform its obligations hereunder. 4.3. CONSEQUENCES OF TERMINATION AND SURVIVAL. Termination of this Agreement for whatever reason shall not affect the accrued rights and obligations of either Supplier or King arising under or out of this Agreement. The obligations under Article VI (Product Recalls), Article VII (Warranties), Article VIII (Nondisclosure and Confidentiality), Article IX (Indemnification and Insurance), Article X (Dispute Resolution) or any other provision which expressly or by implication is intended to survive expiration or termination shall survive expiration or termination of this Agreement. 4.4. ACCRUED OBLIGATIONS. At the end of the Term, and in the event that this Agreement is terminated by Supplier pursuant to the provisions of Section 4.2, King shall in each case pay to Supplier: (i) all amounts outstanding and remaining to be paid for Products supplied prior to the end of the applicable term or termination; (ii) all binding amounts for Products forecasted pursuant to Section 2.2 herein or ordered pursuant to Section 2.3 herein prior to the end of the applicable term or termination; provided, Supplier delivers such orders in accordance with the Specifications; and (iii) an amount to compensate Supplier at its actual out-of-pocket costs for all raw materials that Supplier has reasonably purchased in reliance on King's forecasts PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 13

or is contractually committed to purchase at the time of such end of the applicable term or termination pursuant to authorization received from King in accordance with Section 2.3(b) herein which is not subsequently used by Supplier to manufacture any Product or any other product.

or is contractually committed to purchase at the time of such end of the applicable term or termination pursuant to authorization received from King in accordance with Section 2.3(b) herein which is not subsequently used by Supplier to manufacture any Product or any other product. ARTICLE V CERTIFICATES AND ACCESS AND REGULATORY MATTERS 5.1. CERTIFICATES OF ANALYSIS. Supplier shall perform, or cause to be performed, sample tests on each lot of Product manufactured pursuant to this Agreement before delivery to King. Each test report shall set forth the items tested, Specifications and test results in a certificate of analysis, containing the types of information which shall have been approved by mutual agreement of the parties, for each lot delivered. Supplier shall send, or cause to be sent, such certificates to King simultaneously with delivery of each lot unless otherwise agreed. Supplier shall provide King with [***] per year. 5.2. NOTICE OF FAILURE TO MEET SPECIFICATIONS. Upon Supplier's discovery that any batch or lot of Product, which has previously been approved by Supplier, fails to conform to the Specifications, Supplier will immediately notify King of such failure to meet the Specifications and of the nature thereof in detail, including, but not limited to, supplying King with all investigatory reports, data, and communications, out-of-specification reports and data and the results of all outside laboratory testing and conclusions, if any. Supplier shall investigate all such failures promptly, and [***], cooperate with King in determining the cause for the failure and a corrective action to prevent future failures. 5.3. STABILITY. At Supplier's expense, Supplier shall be responsible for taking quality control stability samples of the Product in support of the NDAs for the Licensed Products, testing stability samples on a timely basis, and providing King with all reports and data generated therefrom. Upon learning of a stability test failure, Supplier shall immediately notify King and immediately initiate a stability failure investigation [***] and cooperate with King in determining the cause for the failure and corrective action to prevent future failures. For Product manufactured by Supplier prior to the date of this Agreement, Supplier shall, [***], maintain its current stability test program and protocols and report the results to King. 5.4. DMFS. Upon King's written request, Supplier shall promptly send a letter in form and substance satisfactory to King to each of Supplier's suppliers that are referenced in the NDA with respect to the Products requesting permission for King to reference such supplier's DMFs, in order to notify such supplier of the transfer of the Products from Supplier to King (pursuant to the General Products Agreement and the Operative Agreements (as such term is defined in the General Products Agreement)) and to obtain appropriate Drug Master File reference authorizations from such supplier. 5.5. RECORDS. Supplier shall maintain all manufacturing, packaging, analytical and stability records, all records of shipment, and all validation data relating to the Product to the extent and for the time periods required by applicable Laws with respect to the Products. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 14

5.6. REGULATORY COMPLIANCE. Supplier shall advise King promptly if an authorized agent of the FDA or other Governmental or Regulatory Authority visits any of Supplier's manufacturing facilities, or the facilities where the Products are being manufactured, concerning the Products. Supplier shall furnish to King all material information supplied to, or supplied by, the FDA or other governmental regulatory agency, including the Form 483 observations and responses, to the extent that such report relates to Products (or the ability of Supplier to

5.6. REGULATORY COMPLIANCE. Supplier shall advise King promptly if an authorized agent of the FDA or other Governmental or Regulatory Authority visits any of Supplier's manufacturing facilities, or the facilities where the Products are being manufactured, concerning the Products. Supplier shall furnish to King all material information supplied to, or supplied by, the FDA or other governmental regulatory agency, including the Form 483 observations and responses, to the extent that such report relates to Products (or the ability of Supplier to supply such Products), within [***] of Supplier's receipt of such information or delivery of such information, as the case may be. Supplier's response to the Form 483 is subject to the requirements of Sections 2.7 and 5.7 of this Agreement. 5.7. CHANGES. In addition to the requirements of Section 2.7 herein, Supplier shall not change the critical specified raw materials, packaging materials, their source, analytical test procedures or critical manufacturing conditions or manufacturing equipment used in the manufacture of Product without the prior written consent of King, which consent shall not be unreasonably withheld. 5.8. ACCESS TO FACILITIES. (a) King Access. Upon the reasonable prior written request of King, King shall have the right to inspect those portions of the manufacturing, storage, packaging and testing facilities of Supplier where Products are being manufactured, stored, packaged or tested, as the case may be, during regular business hours, to ascertain compliance with cGMPs, the Specifications and the regulatory application associated with the Product. If the FDA or other applicable Governmental or Regulatory Authority asserts any notice to the effect that Supplier has failed to comply with any law or regulation in connection with the manufacture of Products, or if Supplier delivers Product that does not meet the Specifications, then King shall have the right to inspect such portions of the manufacturing facilities of Supplier that relate to the manufacture of Product upon reasonable notice and during normal business hours. Notwithstanding the provisions of this Section 5.8(a), King shall have no obligation or be deemed to have an obligation to inspect the manufacturing and testing facilities of Supplier. (b) Supplier Access. Upon the reasonable prior written request of Supplier, Supplier shall have the right based upon demonstrable cause to inspect those portions of the warehouse and distribution facilities of King where Products are being stored and distributed, during regular business hours, to observe Product storage and distribution or other related activities. Notwithstanding the provisions of this Section 5.8(b), Supplier shall have no obligation or be deemed to have an obligation to inspect the warehouse and distribution facilities of King. 5.9. REGULATORY CORRESPONDENCE. Within [***] of receipt, King and Supplier shall make available, or cause to be made available, to each other, regulatory correspondence regarding regulatory letters, withdrawal of Product, and correspondence bearing on the safety and efficacy of the Product. 5.10. LICENSED PRODUCT INQUIRIES AND COMPLAINTS. King will promptly submit to Supplier all Licensed Product safety and efficacy inquiries, Licensed Product quality PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 15

complaints and adverse drug event reports received by it, together with all available evidence and other information relating thereto, in accordance with procedures to be agreed upon by the parties. Except as otherwise required by law or governmental regulation, King will be responsible for investigating and responding to all such inquiries, complaints and adverse events regarding Licensed Product. It shall be the responsibility of King to comply with all federal, state and local governmental reporting requirements regarding adverse drug events and Licensed Product quality matters, except where such events or matters are caused by acts or omissions of

complaints and adverse drug event reports received by it, together with all available evidence and other information relating thereto, in accordance with procedures to be agreed upon by the parties. Except as otherwise required by law or governmental regulation, King will be responsible for investigating and responding to all such inquiries, complaints and adverse events regarding Licensed Product. It shall be the responsibility of King to comply with all federal, state and local governmental reporting requirements regarding adverse drug events and Licensed Product quality matters, except where such events or matters are caused by acts or omissions of Supplier, in which case King may, consistent with applicable law and regulation, request Supplier's assistance in such compliance. In addition to the foregoing, King will forward a copy of all FDA submissions concerning Licensed Product adverse drug events or any Licensed Product safety-related topic to Supplier within [***] of submission. 5.11. RESPONSE TO COMPLAINTS AND/OR ADVERSE DRUG EVENTS. Pursuant to reported complaint and/or adverse drug event, if the nature of the reported complaint and/or adverse drug event requires testing, Supplier will, at King's reasonable request and expense, perform analytical testing of corresponding retention samples and provide the results thereto to King as soon as reasonably practicable; provided, however, Supplier shall be responsible for [***] costs of such testing and reporting to the FDA or any other governmental regulatory agency if it is determined that Supplier is responsible for such reported complaint and/or adverse drug event. Such testing shall be performed using NDA approved testing procedures as set forth in the NDA. 5.12. ADDITIONAL INFORMATION. Supplier shall provide to King in a timely manner, but in no event less than [***] prior to the due date of King's annual report to the FDA with respect to the Products, all information (in written form) which King requests regarding the Products in order to comply with applicable Laws. King shall be responsible for assuring that all promotional material produced by it relating to Licensed Products comply with applicable Laws. King shall provide to Supplier a copy of such FDA annual report. Such information shall include, without limitation, manufacturing and testing documentation. 5.13. TECHNICAL AGREEMENT. Each party shall perform the duties required of it pursuant to the Technical Agreement to be entered into by the parties in the form of EXHIBIT D. To the extent the Technical Agreement either conflicts with this Agreement or is silent on an issue addressed herein, this Agreement shall control. ARTICLE VI PRODUCT RECALLS 6.1. PRODUCT RECALLS. In the event (i) any Government or Regulatory Authority issues a request, directive or order that Product be recalled, (ii) a court of competent jurisdiction orders such a recall, or (iii) Supplier shall reasonably determine that Product should be recalled, the parties shall take all appropriate corrective actions, and shall cooperate in the investigations surrounding the recall. In the event Supplier determines that Product should be recalled, Supplier shall consult with King prior to taking any corrective actions. Supplier shall be responsible for all expenses of such recall which shall include the expenses of notification and destruction or return of the recalled Product and all other documented out-of-pocket costs incurred in connection with such recall, but shall not include lost profits of either party. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 16

Notwithstanding the foregoing Supplier shall not be responsible for the costs of any recall resulting from King's improper use, handling or storage of Product. 6.2. DISPUTES. If there is any dispute concerning which party's acts or omissions gave rise to such recall of

Notwithstanding the foregoing Supplier shall not be responsible for the costs of any recall resulting from King's improper use, handling or storage of Product. 6.2. DISPUTES. If there is any dispute concerning which party's acts or omissions gave rise to such recall of Product, such dispute shall be referred for decision to an independent expert (acting as an expert and not as an arbitrator) to be appointed by agreement between King and Supplier or, in the absence of agreement, by the President for the time being of the Pharmaceutical Research and Manufacturers of America. The decision of such independent expert shall be in writing and, except for manifest error on the face of the decision, shall be binding on both King and Supplier. The costs of such independent expert shall be borne [***]. After such determination, costs shall be paid by the responsible party in accordance with Section 6.1. ARTICLE VII WARRANTIES 7.1. COMPLIANCE WITH CGMP. Supplier warrants that all Products will be manufactured in conformity with the regulations of the FDA and any comparable state agency applicable thereto. 7.2. CONFORMITY WITH SPECIFICATIONS. Supplier warrants that each Product manufactured by Supplier and sold to King pursuant to this Agreement will meet the Specifications for such Product in effect at the time title to such Product passes from Supplier to King pursuant to Section 2.4. King may amend such Specifications from time to time only with the prior written consent of Supplier, which consent shall not be unreasonably withheld. 7.3. COMPLIANCE WITH THE ACT. Supplier warrants that all Product delivered to King pursuant to this Agreement will, at the time of such delivery, not be adulterated within the meaning of the Act and will not be an article which may not, under the provisions of such Act, be introduced into interstate commerce. 7.4. NO LIENS. Supplier warrants that all Product delivered to King pursuant to this Agreement will, at the time of such delivery, be free and clear of all liens, encumbrances, security interests and other encumbrances. 7.5. COMPLIANCE WITH APPLICABLE LAWS. During the term of this Agreement, Supplier shall comply in all material respects with all Laws applicable to the conduct of its business in the performance of this Agreement. 7.6. EXCLUSION OF OTHER WARRANTIES. EXCEPT WHERE OTHERWISE SET FORTH IN THIS AGREEMENT, SECTIONS 7.1, 7.2, 7.3, 7.4 AND 7.5 ARE IN LIEU OF ALL CONDITIONS, WARRANTIES AND STATEMENTS IN RESPECT OF PRODUCT AND IN RESPECT OF THE MANUFACTURING SERVICES PROVIDED HEREUNDER, WHETHER EXPRESSED OR IMPLIED BY STATUTE, CUSTOM OF THE TRADE OR OTHERWISE (INCLUDING BUT WITHOUT LIMITATION ANY SUCH CONDITION, WARRANTY OR STATEMENT RELATING TO THE DESCRIPTION OR QUALITY OF PRODUCT, ITS MERCHANTABILITY OR ITS FITNESS FOR A PARTICULAR PURPOSE OR USE UNDER ANY CONDITIONS) AND ANY SUCH CONDITION, WARRANTY OR PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 17

STATEMENT IS HEREBY EXCLUDED. EXCEPT AS PROVIDED IN ARTICLE IX HEREIN, REPLACEMENT OF ANY NONCONFORMING PRODUCT AND REASONABLE DOCUMENTED

STATEMENT IS HEREBY EXCLUDED. EXCEPT AS PROVIDED IN ARTICLE IX HEREIN, REPLACEMENT OF ANY NONCONFORMING PRODUCT AND REASONABLE DOCUMENTED OUT-OF-POCKET EXPENSES SHALL BE KING'S SOLE REMEDY FOR BREACH OF ANY EXPRESS WARRANTY CONTAINED IN THIS ARTICLE VII. In no event shall Supplier or King be liable under or with respect to this Agreement for any indirect, incidental, consequential, special or punitive damages of any kind, including, but not limited to, loss of profits, including, but not limited to, due to breach of warranty, tort, breach or repudiation of any term or condition of this Agreement. ARTICLE VIII NONDISCLOSURE AND CONFIDENTIALITY 8.1. NONDISCLOSURE OBLIGATIONS. (a) Except as otherwise provided in this Agreement, Supplier acknowledges that the know-how with which it may be supplied pursuant to this Agreement is supplied in circumstances imparting an obligation of confidence and agrees to keep such know-how secret and confidential and to respect King's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such know-how to any third party. (b) Supplier shall ensure that only its employees or employees of its Affiliates or consultants and contractors shall have access to know-how on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 8.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, Supplier shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 8.1 shall not extend to any information which: (i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such information or its Affiliates or sublicensees, as applicable; (ii) can be shown by written documents to have been disclosed to the receiving party or its Affiliates or sublicensees by a third party, provided such information was not obtained by such third party directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 18

(iii) prior to disclosure under this Agreement, was already in the possession of the receiving party or its Affiliates or sublicensees, provided such information was not obtained directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; (iv) can be shown by written documents to have been independently developed by the receiving party or its Affiliates without breach of any of the provisions of this Agreement;

(iii) prior to disclosure under this Agreement, was already in the possession of the receiving party or its Affiliates or sublicensees, provided such information was not obtained directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; (iv) can be shown by written documents to have been independently developed by the receiving party or its Affiliates without breach of any of the provisions of this Agreement; (v) is disclosed by the receiving party pursuant to oral questions, interrogatories, requests for information or documents, subpoena, or a civil investigative demand of a court or governmental agency; provided, however, that the receiving party notifies the other party immediately upon receipt thereof so that the other may seek a protective order or other appropriate remedy, and provided further that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard; or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject; provided, however, that the non-disclosing party shall be allowed to review the proposed disclosure and the disclosing party agrees to consider in good faith any proposed revisions thereof provided to the disclosing party within [***] of the non-disclosing party's receipt of the proposed disclosure, and the parties shall seek confidential treatment for such disclosure as permitted by applicable law. 8.2. TERMS OF THIS AGREEMENT. The parties agree not to disclose any terms or conditions of this Agreement to any third party without the prior consent of the other parties, except as required by applicable Laws. 8.3. INJUNCTIVE RELIEF. The parties hereto understand and agree that remedies at law may be inadequate to protect against any breach of any of the provisions of this Article VIII by either party or their employees, agents, officers or directors or any other person acting in concert with it or on its behalf. Accordingly, each party shall be entitled to the granting of injunctive relief by a court of competent jurisdiction against any action that constitutes any such breach of this Article VIII. ARTICLE IX LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE 9.1. INDEMNIFICATION BY KING. Except as otherwise specifically provided herein, King shall indemnify and maintain Supplier against all claims, actions, costs, expenses (including court costs and legal fees on a full indemnity basis) or other liabilities ("Liabilities") whatsoever in respect of: (a) any negligence or willful misconduct by King in relation to the use, marketing, storage, distribution, handling or sale of Product; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 19

(b) any labeling of any Product to the extent that such labeling has been supplied by or at the direction of King and applied in accordance with instructions from King; and (c) any representation or warranty made by King to its customers or users with respect to Product, other than representations or warranties contained in Sections 7.1, 7.2, 7.3, 7.4 or 7.5.

(b) any labeling of any Product to the extent that such labeling has been supplied by or at the direction of King and applied in accordance with instructions from King; and (c) any representation or warranty made by King to its customers or users with respect to Product, other than representations or warranties contained in Sections 7.1, 7.2, 7.3, 7.4 or 7.5. 9.2. INDEMNIFICATION BY SUPPLIER. Except as otherwise specifically provided herein, Supplier shall indemnify and maintain King against all Liabilities whatsoever in respect of: (a) Supplier's failure to comply with the Specifications, cGMP, or applicable Laws; (b) any breach of a representation or warranty made by Supplier in Article VII; and (c) any negligence or willful misconduct by Supplier in the manufacture, storage, packaging, testing, labeling, handling or shipping of Product. 9.3. INDEMNIFICATION PROCEDURES. A party (the "Indemnitee") that intends to claim indemnification under this Article IX shall: (a) notify the other party (the "Indemnitor") of any Liability with respect to which the Indemnitee intends to claim indemnification as soon as practicable after the Indemnitee becomes aware of any such Liability; (b) permit the Indemnitor to assume the defense thereof with counsel mutually satisfactory to the parties; and (c) cooperate with the Indemnitor, at the Indemnitor's expense, in the defense thereof. With respect to any matter for which the Indemnitor has an obligation to indemnify the Indemnitee under this Agreement, the Indemnitee shall have the right to participate and be represented (at the Indemnitor's expense) by legal counsel of the Indemnitee's choice in all proceedings and negotiations, if representation by counsel retained by Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnity agreement in this Article IX shall not apply to amounts paid in settlement of any Liability if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld. Failure of the Indemnitee to deliver notice to the Indemnitor within a reasonable time after becoming aware of a Liability shall not relieve the Indemnitor of any liability to the Indemnitee pursuant to this Article IX, except to the extent such delay prejudices the Indemnitor's ability to defend such action. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 20

9.4. DISTRIBUTION/ PRODUCT LIABILITY INSURANCE. King shall obtain and maintain in effect for the Term of this Agreement, liability insurance or indemnity policies with an insurer reasonably acceptable to Supplier, in an amount not less than [***] (in the aggregate) with an indemnity to principals clause with respect to products liability and distribution, which policies shall name Supplier as an additional insured and shall be blanket policies. Such policies shall insure against liability on the part of King and any of its Affiliates, as their interests may appear, due to injury, disability or death of any person or persons, or injury to property, arising from the distribution of Products. Upon the execution of this Agreement and thereafter on January 1 of each year during the Term, King shall provide to Supplier a certificate of insurance (i) summarizing the insurance coverage and (ii) identifying any exclusions. King shall promptly notify Supplier of any material adverse alterations to the terms of

9.4. DISTRIBUTION/ PRODUCT LIABILITY INSURANCE. King shall obtain and maintain in effect for the Term of this Agreement, liability insurance or indemnity policies with an insurer reasonably acceptable to Supplier, in an amount not less than [***] (in the aggregate) with an indemnity to principals clause with respect to products liability and distribution, which policies shall name Supplier as an additional insured and shall be blanket policies. Such policies shall insure against liability on the part of King and any of its Affiliates, as their interests may appear, due to injury, disability or death of any person or persons, or injury to property, arising from the distribution of Products. Upon the execution of this Agreement and thereafter on January 1 of each year during the Term, King shall provide to Supplier a certificate of insurance (i) summarizing the insurance coverage and (ii) identifying any exclusions. King shall promptly notify Supplier of any material adverse alterations to the terms of this policy or decreases in the amounts for which insurance is provided. 9.5. PRODUCT LIABILITY CLAIMS. As soon as it becomes aware, each party will give the other prompt written notice of any defect or alleged defect in a Product, any injury alleged to have occurred as a result of the use or application of a Product, and any circumstances that may give rise to litigation or recall of a Product or regulatory action that may affect the sale or manufacture of a Product, specifying, to the extent the party has such information, the time, place and circumstances thereof and the names and addresses of the persons involved. Each party will also furnish promptly to the other copies of all papers received in respect of any claim, action or suit arising out of such alleged defect, injury or regulatory action. ARTICLE X DISPUTE RESOLUTION 10.1. DISPUTE RESOLUTION. (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity of this Agreement, except as set forth in Section 10.2, shall be submitted in the first instance to the Chief Operating Officer of Supplier, or such person's designee of equivalent or superior position, and the Chief Operating Officer of King, or such person's designee of equivalent or superior position. (b) If the matter or dispute cannot be resolved by the individuals designated in Section 10.1(a) within [***] after such submission, it shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except as modified by this Section. The number of arbitrators shall be three (3), [***]. The arbitration proceeding shall be conducted in the English language. The arbitration proceeding shall be brought in New York, New York, unless the parties agree in writing to conduct the arbitration in another location. (c) The arbitration decision shall be binding and not be appealable to any court in any jurisdiction. The prevailing party may enter such decision in any court having competent jurisdiction. (d) Each party shall pay its own expenses of arbitration and the expenses of the arbitrators shall be equally shared except that if, in the opinion of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 21

arbitrators, any claim by a party hereto or any defense or objection thereto by the other party was unreasonable, the arbitrators may in their discretion assess as part of the award any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and expenses of the arbitrators against the party raising such unreasonable claim, defense or objection.

arbitrators, any claim by a party hereto or any defense or objection thereto by the other party was unreasonable, the arbitrators may in their discretion assess as part of the award any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and expenses of the arbitrators against the party raising such unreasonable claim, defense or objection. (e) Any party may, without inconsistency with this Agreement, apply to any court having jurisdiction hereof and seek injunctive relief so as to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. 10.2. NON-ARBITRABLE ISSUES. The parties acknowledge that matters relating to Specifications as set forth in Section 2.5(a), payments as set forth in Section 3.2(a), (b) or (c), or product recalls as set forth in Section 6.1 shall not be submitted to arbitration pursuant to Section 10.1 hereof, but instead shall be resolved in accordance with Section 2.5(b), 3.2(d) and 6.2, respectively. ARTICLE XI GENERAL PROVISIONS 11.1. NOTICES. (a) Except as otherwise specifically provided herein, any notice or other documents to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by registered post, nationally recognized overnight courier or facsimile transmission to a party or delivered in person to a party at the address or facsimile number set out below for such party or such other address as the party may from time to time designate by written notice to the other: If to King, to: King Pharmaceuticals, Inc. 501 Fifth Street Bristol, Tennessee 37620 Attn: Chairman of the Board Facsimile: 423-989-8006 with copies to: King Pharmaceuticals, Inc. 501 Fifth Street Bristol, Tennessee 37620 Attn: Executive Vice President and General Counsel Facsimile: 423-989-6282 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 22

and Monarch Pharmaceuticals, Inc. 355 Beecham Street Bristol, TN 37620 Attn: Chief Executive Officer Facsimile: 423-989-8006 If to Supplier to: Sanofi-Aventis Deutschland GmbH

and Monarch Pharmaceuticals, Inc. 355 Beecham Street Bristol, TN 37620 Attn: Chief Executive Officer Facsimile: 423-989-8006 If to Supplier to: Sanofi-Aventis Deutschland GmbH Attn: Legal Department Brueningstrasse 50 65926 Frankfurt Germany Fax: Legal Department No.: ++ 49 69 305 24590 with copies to: Sanofi-Aventis Deutschland GmbH Attn: Head of PharmaChemical Sales IndustriePark Hoechst Gebaude / Building D 711 65926 Frankfurt am Main Fax: ++ 49 69 31 97 69 and Sanofi-Aventis 174 Avenue de France 75013 Paris France Attn: Head of Direction Juridique Facsimile: +33-01-53-77-40-48 (b) Any such notice or other document shall be deemed to have been received by the addressee [***] following the date of dispatch of the notice or other document by post or, where the notice or other document is sent by overnight courier, by hand or is given by facsimile, simultaneously with the transmission or delivery. To prove the giving of a notice or other document it shall be sufficient to show that it was dispatched. 11.2. ENTIRE AGREEMENT; AMENDMENT. (a) This Agreement, together with the General Products Agreement and the other Operative Agreements (as such term is defined in the General Products Agreement) and the Exhibits and Schedules attached hereto and thereto, embodies and sets forth the entire agreement and understanding of the parties with respect to the subject PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 23

matter herein and there are no promises, terms, conditions or obligations, oral or written, expressed or implied, other than those contained in this Agreement. The terms of this Agreement shall supersede all previous oral or written agreements which may exist or have existed between the parties relating to the subject matter of this Agreement, including without limitation the Original Agreement. No party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement. Any other terms and conditions (including without limitation any terms and conditions contained in any purchase order or sales invoice issued pursuant to this Agreement) are hereby expressly excluded. (b) This Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorized representatives of the parties.

matter herein and there are no promises, terms, conditions or obligations, oral or written, expressed or implied, other than those contained in this Agreement. The terms of this Agreement shall supersede all previous oral or written agreements which may exist or have existed between the parties relating to the subject matter of this Agreement, including without limitation the Original Agreement. No party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement. Any other terms and conditions (including without limitation any terms and conditions contained in any purchase order or sales invoice issued pursuant to this Agreement) are hereby expressly excluded. (b) This Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorized representatives of the parties. 11.3. FORCE MAJEURE. If a party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure (as defined herein) and shall give written notice thereof to the other parties specifying the matters constituting Force Majeure together with such evidence as such party reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue, the party shall be excused from the performance or the punctual performance of such obligations as the case may be from the date of such notice for so long as such cause of prevention or delay shall continue. The expression "Force Majeure" shall be deemed to include any cause substantially affecting the performance by a party of this Agreement arising from or attributable to acts, events, non-happenings, omissions or accidents beyond the reasonable control of the party whose performance is so affected. 11.4. ASSIGNMENT. No party shall be entitled to assign its rights and obligations hereunder without the prior written consent of the other parties; provided, however, a party shall be entitled, without the prior written consent of the other parties, to assign its rights and obligations hereunder to an Affiliate, but such assignment to an Affiliate shall not relieve the assigning party of its obligations hereunder. No permitted assignment hereunder shall be deemed effective until the assignee shall have executed and delivered an instrument in writing reasonably satisfactory in form and substance to the other parties pursuant to which the assignee assumes all of the obligations of the assigning party hereunder. Any purported assignment of this Agreement in violation of this Section 11.4 shall be void. This Agreement shall be binding upon the successors and permitted assigns of the parties and the name of a party appearing herein shall be deemed to include the names of its successors and assigns. Notwithstanding the foregoing provisions of this Section 11.4, King's rights hereunder may be assigned as security to one or more financial institutions providing financing to King and may be assigned pursuant to the terms of the relevant security agreement, it being understood that no such assignment shall release King from any of its obligations hereunder (or be deemed to constitute an assumption by such an assignee of such obligations) or increase or otherwise modify the obligations of Supplier hereunder. 11.5. HEADINGS, INTERPRETATION. The headings used in this Agreement are for convenience only and are not a part of this Agreement nor affect the interpretation of any of its provisions. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 24

11.6. ATTACHMENTS. All Exhibits and Schedules referenced herein are hereby made a part of this Agreement. 11.7. INDEPENDENT PARTIES. This Agreement shall not be deemed to create any partnership, joint venture, amalgamation or agency relationship between the parties. Each party shall act hereunder as an independent contractor.

11.6. ATTACHMENTS. All Exhibits and Schedules referenced herein are hereby made a part of this Agreement. 11.7. INDEPENDENT PARTIES. This Agreement shall not be deemed to create any partnership, joint venture, amalgamation or agency relationship between the parties. Each party shall act hereunder as an independent contractor. 11.8. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of Missouri, without giving effect to the choice of law provisions thereof. 11.9. NO WAIVER. Neither the failure nor delay on the part of a party to require the strict performance of any term, covenant or condition of this Agreement or to exercise any right or remedy available on a breach thereof shall constitute a waiver of any such breach or of any such term or condition. The consent to, or the waiver of, any breach, or the failure to require on any single occasion the performance or timely performance of any term, covenant, or condition of this Agreement shall not be construed as authorizing any subsequent or additional breach and shall not prevent a subsequent enforcement of such term, covenant, or condition. 11.10. SEVERABILITY. In the event that any provision of this Agreement or the application thereof to any party or circumstance shall be finally determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, then (i) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid and unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to the parties or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby. 11.11. INTERPRETATION. The parties hereto acknowledge and agree that: (i) each party and its representatives has reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to each party hereto and not in favor of or against either party regardless of which party was generally responsible for the preparation of this Agreement. 11.12. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but both of which together shall constitute a single agreement. 11.13. THIRD PARTY BENEFICIARIES. This Agreement is not intended to confer upon any non-party rights or remedies hereunder, except as may be received or created as part of a valid assignment. 11.14. FURTHER ASSURANCES. Each party shall execute and deliver such additional instruments and other documents and use all commercially reasonable efforts to take or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable law to consummate the transactions contemplated hereby. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 25

[Remainder of page intentionally left blank] PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S

[Remainder of page intentionally left blank] PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 26

IN WITNESS WHEREOF, the parties hereto have each caused this Amended And Restated U.S. Product Manufacturing Agreement to be duly executed as of the date first above written. SANOFI-AVENTIS DEUTSCHLAND GMBH By: Name: Title: SANOFI-AVENTIS DEUTSCHLAND GMBH By: Name: Title: KING PHARMACEUTICALS, INC. By: Name: Title: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

SCHEDULE 1.30 SPECIFICATIONS FOR PRODUCT POWDER The Specifications are as set forth in the attached Certificate of Analysis of a representative sample. GRANULES

IN WITNESS WHEREOF, the parties hereto have each caused this Amended And Restated U.S. Product Manufacturing Agreement to be duly executed as of the date first above written. SANOFI-AVENTIS DEUTSCHLAND GMBH By: Name: Title: SANOFI-AVENTIS DEUTSCHLAND GMBH By: Name: Title: KING PHARMACEUTICALS, INC. By: Name: Title: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

SCHEDULE 1.30 SPECIFICATIONS FOR PRODUCT POWDER The Specifications are as set forth in the attached Certificate of Analysis of a representative sample. GRANULES The Specifications are as set forth in the attached Certificate of Analysis of a representative sample. CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

SCHEDULE 1.30 SPECIFICATIONS FOR PRODUCT POWDER The Specifications are as set forth in the attached Certificate of Analysis of a representative sample. GRANULES The Specifications are as set forth in the attached Certificate of Analysis of a representative sample. CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

SCHEDULE 1.31 CHEMICAL FORMULA OF RAMIPRIL (CHEMICAL FORMULA OF RAMIPRIL) PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

EXHIBIT B QUANTITIES/CAPACITY Quantities [***] [***] Capacity
Calendar Year ------------2006 2007 2008 2009 Technical Capacity -----------------[***] of Product [***] of Product [***] of Product [***] of Product

SCHEDULE 1.31 CHEMICAL FORMULA OF RAMIPRIL (CHEMICAL FORMULA OF RAMIPRIL) PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

EXHIBIT B QUANTITIES/CAPACITY Quantities [***] [***] Capacity
Calendar Year ------------2006 2007 2008 2009 Technical Capacity -----------------[***] of Product [***] of Product [***] of Product [***] of Product

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

EXHIBIT D TECHNICAL AGREEMENT December 17, 1998 PURSUANT TO THE TERMS OF THE U.S. PRODUCT MANUFACTURING AGREEMENT BY AND BETWEEN KING PHARMACEUTICALS, INC. ("KING") AND HOECHST MARION ROUSSEL, INC. ("HMRI") DATED AS OF DECEMBER 17, 1998, HMRI AND KING HEREBY AGREE AS FOLLOWS: 1. RESPONSIBILITIES The obligations and responsibilities of either party regarding the drug regulatory approval, the raw materials,

EXHIBIT B QUANTITIES/CAPACITY Quantities [***] [***] Capacity
Calendar Year ------------2006 2007 2008 2009 Technical Capacity -----------------[***] of Product [***] of Product [***] of Product [***] of Product

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

EXHIBIT D TECHNICAL AGREEMENT December 17, 1998 PURSUANT TO THE TERMS OF THE U.S. PRODUCT MANUFACTURING AGREEMENT BY AND BETWEEN KING PHARMACEUTICALS, INC. ("KING") AND HOECHST MARION ROUSSEL, INC. ("HMRI") DATED AS OF DECEMBER 17, 1998, HMRI AND KING HEREBY AGREE AS FOLLOWS: 1. RESPONSIBILITIES The obligations and responsibilities of either party regarding the drug regulatory approval, the raw materials, manufacturing, quality control, complaint handling and drug safety are specified in ANNEX A hereto. 2. RESPONSIBLE PERSONNEL The personnel responsible for the manufacture and/or the quality control of the supplied product are specified in ANNEX B hereto. The parties undertake to keep the other party informed of any changes in such personnel. IN WITNESS WHEREOF, this Technical Agreement has been duly executed by the parties as of the date first set forth above. HOECHST MARION ROUSSEL, INC. By: Name: Title:

EXHIBIT D TECHNICAL AGREEMENT December 17, 1998 PURSUANT TO THE TERMS OF THE U.S. PRODUCT MANUFACTURING AGREEMENT BY AND BETWEEN KING PHARMACEUTICALS, INC. ("KING") AND HOECHST MARION ROUSSEL, INC. ("HMRI") DATED AS OF DECEMBER 17, 1998, HMRI AND KING HEREBY AGREE AS FOLLOWS: 1. RESPONSIBILITIES The obligations and responsibilities of either party regarding the drug regulatory approval, the raw materials, manufacturing, quality control, complaint handling and drug safety are specified in ANNEX A hereto. 2. RESPONSIBLE PERSONNEL The personnel responsible for the manufacture and/or the quality control of the supplied product are specified in ANNEX B hereto. The parties undertake to keep the other party informed of any changes in such personnel. IN WITNESS WHEREOF, this Technical Agreement has been duly executed by the parties as of the date first set forth above. HOECHST MARION ROUSSEL, INC. By: Name: Title: KING PHARMACEUTICALS, INC. By: Name: Title: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Annex A to the Technical Agreement between KING and HMRI
RESPONSIBILITIES ---------------[***] [***] [***] [***] [***] [***] [***] KING ----[***] [***] [***] [***] [***] [***] HMRI ----[***] [***] [***] [***] [***] [***]

Annex A to the Technical Agreement between KING and HMRI
RESPONSIBILITIES ---------------[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] KING ----[***] [***] [***] [***] [***] [***] HMRI ----[***] [***] [***] [***] [***] [***] [***]

[***] [***] [***]

[***]

[***] [***] [***] [***] [***] [***]

[***]

[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

[***] [***]

X Responsible party (X) Co-operation necessary PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Annex B to the Technical Agreement between KING and HMRI Responsible Personnel:

Annex B to the Technical Agreement between KING and HMRI Responsible Personnel:
FUNCTION: --------MANUFACTURING KING ----[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] HMRI ----[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

PACKAGING

LABELING

QUALITY CONTROL

QUALITY ASSURANCE

DRUG SAFETY

[***] [***]

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

EXHIBIT 10.7 FIRST AMENDMENT TO THE U.S. PRODUCT AGREEMENT THIS FIRST AMENDMENT to the U.S. Product Agreement, dated as of the 27th day of February, 2006 ("First Amendment") is made and entered into by and between Sanofi-Aventis U.S. LLC (formerly Hoechst Marion Roussel, Inc.), a U.S. company ("Sanofi-Aventis US"), Sanofi-Aventis Deutschland GmbH (formerly Hoechst Marion Roussel Deutschland GmbH), a German company ("SAD"), and King Pharmaceuticals, Inc., a U.S. company ("King") (Sanofi-Aventis, SAD and King may be referred to herein individually as a "Party" and collectively as the "Parties"). Capitalized terms used in this First Amendment shall have the meanings ascribed to them in the U.S. Product Agreement among the Parties dated December 17, 1998, as supplemented by that

EXHIBIT 10.7 FIRST AMENDMENT TO THE U.S. PRODUCT AGREEMENT THIS FIRST AMENDMENT to the U.S. Product Agreement, dated as of the 27th day of February, 2006 ("First Amendment") is made and entered into by and between Sanofi-Aventis U.S. LLC (formerly Hoechst Marion Roussel, Inc.), a U.S. company ("Sanofi-Aventis US"), Sanofi-Aventis Deutschland GmbH (formerly Hoechst Marion Roussel Deutschland GmbH), a German company ("SAD"), and King Pharmaceuticals, Inc., a U.S. company ("King") (Sanofi-Aventis, SAD and King may be referred to herein individually as a "Party" and collectively as the "Parties"). Capitalized terms used in this First Amendment shall have the meanings ascribed to them in the U.S. Product Agreement among the Parties dated December 17, 1998, as supplemented by that certain Addendum dated June 30, 2000 (the "Product Agreement") unless otherwise expressly set forth herein. RECITALS WHEREAS, on December 17, 1998, Sanofi-Aventis, SAD and King entered into the Product Agreement whereby Sanofi-Aventis and SAD granted certain rights to Ramipril in the U.S. Territory to King; and WHEREAS, the Parties wish to amend certain provisions of the Product Agreement relating to its term and to improvements; and WHEREAS, simultaneously with this First Amendment, SAD and King are entering into an Amended and Restated U.S. Product Manufacturing Agreement, of even date herewith, to effectuate certain additional modifications contemplated by the Parties; NOW, THEREFORE, pursuant to Section 11.2(b) of the Product Agreement, Sanofi-Aventis, SAD and King agree to the terms and conditions of this First Amendment as follows: 1. All references in the Product Agreement to "HMRI" or "Hoechst Marion Roussel, Inc." shall be replaced with "Sanofi-Aventis US" or "Sanofi-Aventis U.S. LLC," respectively; all references in the Product Agreement to "HMR GmbH" or "Hoechst Marion Roussel Deutschland GmbH" shall be replaced with "SAD" and "SanofiAventis Deutschland GmbH", respectively; and all references in the Product Agreement to "HMR" (by which HMR and HMR GmbH are referred collectively in the Product Agreement) shall be replaced with "SanofiAventis". 2. Article I of the Product Agreement shall be amended by adding new Sections 1.10(a), 1.12(a), 1.21(a), 1.21 (b), 1.26(a) and 1.32(a) as follows: 1.10(a) "Developed Data Agreement" shall mean that certain agreement relating to a Ramipril/HCT combination product being negotiated between SAD and King as of the date of execution of the First Amendment to this Agreement. 1

1.12(a) "Exclusivity Term" shall mean the term beginning on December 17, 1998 and continuing until the later to occur of (i) the Compound Patent Expiration Date or (ii) the Pediatric Extension Expiration Date. 1.21(a) "Licensed Combination Product" shall mean a Licensed Product that contains Ramipril as one of its active ingredients and contains at least one additional active ingredient. 1.21(b) "Licensed Mono-Product" shall mean a Licensed Product that contains Ramipril as its sole active ingredient. 1.26(a) "Pediatric Extension Expiration Date" shall mean the date of expiration of any pediatric exclusivity extension that may be granted by the FDA to King for Licensed Mono-Product, provided that in no event will such date extend beyond April 30, 2009.

1.12(a) "Exclusivity Term" shall mean the term beginning on December 17, 1998 and continuing until the later to occur of (i) the Compound Patent Expiration Date or (ii) the Pediatric Extension Expiration Date. 1.21(a) "Licensed Combination Product" shall mean a Licensed Product that contains Ramipril as one of its active ingredients and contains at least one additional active ingredient. 1.21(b) "Licensed Mono-Product" shall mean a Licensed Product that contains Ramipril as its sole active ingredient. 1.26(a) "Pediatric Extension Expiration Date" shall mean the date of expiration of any pediatric exclusivity extension that may be granted by the FDA to King for Licensed Mono-Product, provided that in no event will such date extend beyond April 30, 2009. 1.32(a) "Third Party" or "Third Parties" shall mean any person other than Sanofi-Aventis US, SAD and King. 1.33 "U.S. Product Manufacturing Agreement" shall mean the Amended and Restated U.S. Product Agreement entered into by the parties of even date with the First Amendment to this Agreement. 3. All references in the Product Agreement to "third party" or "third parties" shall be replaced with "Third Party" or "Third Parties". 4. Section 2.1 of the Product Agreement shall be amended by deleting Section 2.1 in its entirety and replacing in its stead the following: 2.1 Patent Rights and Schering Patent Rights. (a) Patent Rights. (i) During Exclusivity Term. Sanofi-Aventis hereby grants to King an exclusive (including as to Sanofi-Aventis, except as reserved in Section 2.3) license in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Patent Rights to make and have made Licensed Products from ramiprilat and, in finished product form, from ramipril in Bulk Form supplied by SAD, use (subject to Section 2.6), sell and have sold the Licensed Product in the Field of Use until the end of the Exclusivity Term. (ii) After Exclusivity Term. Effective immediately upon the expiration of the Exclusivity Term, Sanofi-Aventis hereby grants to King the following: 2

(A) Licensed Mono-Product. A license that is exclusive with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Patent Rights to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Mono-Products in the Field of Use for the remaining term of this Agreement. (B) Licensed Combination Products. A license that is exclusive against Third Parties but non-exclusive as to Sanofi-Aventis in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Patent Rights to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Combination Products in the Field of Use for the remaining term of this Agreement. For the sake of clarity, Sanofi-Aventis shall be entitled to make, have made, use, sell, have sold, develop or have developed Licensed Combination Products in the U.S. Territory after the end of the Exclusivity Term, subject to the last sentence of Section 8.2(c). For the sake of further clarity, in the event the Developed Data Agreement is executed, Sanofi-Aventis' right to make, have made, use, sell, have sold, develop or have developed "licensed products" (as such term is defined in the Developed Data Agreement), will be subject to the terms of the Developed Data Agreement, including without limitation any exclusive rights granted to King thereunder. (C) Development and Commercialization by Sanofi-Aventis. For the sake of clarity, the parties acknowledge and

(A) Licensed Mono-Product. A license that is exclusive with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Patent Rights to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Mono-Products in the Field of Use for the remaining term of this Agreement. (B) Licensed Combination Products. A license that is exclusive against Third Parties but non-exclusive as to Sanofi-Aventis in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Patent Rights to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Combination Products in the Field of Use for the remaining term of this Agreement. For the sake of clarity, Sanofi-Aventis shall be entitled to make, have made, use, sell, have sold, develop or have developed Licensed Combination Products in the U.S. Territory after the end of the Exclusivity Term, subject to the last sentence of Section 8.2(c). For the sake of further clarity, in the event the Developed Data Agreement is executed, Sanofi-Aventis' right to make, have made, use, sell, have sold, develop or have developed "licensed products" (as such term is defined in the Developed Data Agreement), will be subject to the terms of the Developed Data Agreement, including without limitation any exclusive rights granted to King thereunder. (C) Development and Commercialization by Sanofi-Aventis. For the sake of clarity, the parties acknowledge and agree that, after the Exclusivity Term, Sanofi-Aventis shall not grant an out-license except to Third Parties who are parties to a collaboration agreement with Sanofi-Aventis to jointly develop or jointly market Licensed Combination Products, and shall not grant any such license or other right to any Third Party to enable or permit such Third Party to commercialize any Licensed Combination Product independent of Sanofi-Aventis. (iii) The grant of rights to King under this Section 2.1(a) is subject to the reservation of rights by Sanofi-Aventis in Section 2.3. (b) Schering Patent Rights. (i) During Exclusivity Term. Sanofi-Aventis hereby grants to King an exclusive (including as to Sanofi-Aventis, except as reserved in Section 2.3) sublicense in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Schering Patent Rights with respect to Ramipril to make and have made Licensed Products from ramiprilat and, in finished 3

product form, from ramipril in Bulk Form supplied by SAD, use (subject to Section 2.6), sell and have sold the Licensed Product in the Field of Use until the earlier to occur of the end of the Exclusivity Term or the termination of the Schering Agreement. (ii) After Exclusivity Term. In the event the Schering Agreement survives the end of the Exclusivity Term, then, effective immediately upon the expiration of the Exclusivity Term, Sanofi-Aventis hereby grants to King the following: (A) Licensed Mono-Products. A sublicense that is exclusive in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Schering Patent Rights with respect to Ramipril to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Mono-Products in the Field of Use until the earlier to occur of the termination of this Agreement or the Schering Agreement; and (B) Licensed Combination Products. A sublicense that is exclusive against Third Parties but non-exclusive as to Sanofi-Aventis, in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Schering Patent Rights with respect to Ramipril to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Combination Products in the Field of Use until the earlier to occur of the termination of this Agreement or the Schering Agreement. For the sake of clarity, Sanofi-Aventis shall be entitled to make, have made, use, sell, have sold, develop or have developed Licensed Combination Products in the U.S. Territory after the end of the Exclusivity Term, subject to the last sentence of Section 8.2(c). For the sake of further clarity, in the event the Developed Data Agreement is executed, Sanofi-Aventis' right to make, have made, use, sell, have sold, develop or have developed "licensed products" (as such term is defined in

product form, from ramipril in Bulk Form supplied by SAD, use (subject to Section 2.6), sell and have sold the Licensed Product in the Field of Use until the earlier to occur of the end of the Exclusivity Term or the termination of the Schering Agreement. (ii) After Exclusivity Term. In the event the Schering Agreement survives the end of the Exclusivity Term, then, effective immediately upon the expiration of the Exclusivity Term, Sanofi-Aventis hereby grants to King the following: (A) Licensed Mono-Products. A sublicense that is exclusive in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Schering Patent Rights with respect to Ramipril to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Mono-Products in the Field of Use until the earlier to occur of the termination of this Agreement or the Schering Agreement; and (B) Licensed Combination Products. A sublicense that is exclusive against Third Parties but non-exclusive as to Sanofi-Aventis, in the U.S. Territory with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) under the Schering Patent Rights with respect to Ramipril to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Combination Products in the Field of Use until the earlier to occur of the termination of this Agreement or the Schering Agreement. For the sake of clarity, Sanofi-Aventis shall be entitled to make, have made, use, sell, have sold, develop or have developed Licensed Combination Products in the U.S. Territory after the end of the Exclusivity Term, subject to the last sentence of Section 8.2(c). For the sake of further clarity, in the event the Developed Data Agreement is executed, Sanofi-Aventis' right to make, have made, use, sell, have sold, develop or have developed "licensed products" (as such term is defined in the Developed Data Agreement) will be subject to the terms of the Developed Data Agreement, including without limitation any exclusive rights granted to King thereunder. (iii) The grant of rights to King under this Section 2.1(b) is subject to the reservation of rights by Sanofi-Aventis in Section 2.3. (c) Conversion to Non-Exclusive. In the event King fails to make required payments consistent with the terms of Sections 2.9(c) or 3.2(a) of the U.S. Product Manufacturing Agreement (a "Payment Default"), and SanofiAventis exercises its right to liquidated damages pursuant to Section 3.2(c) of such agreement, and terminates such agreement for such Payment Default by King, pursuant to Section 4

4.2(a) of such agreement, then (i) the rights and licenses granted to King pursuant to this Agreement (including rights and licenses to Improvements) shall, automatically, upon the effective date of such termination become exclusive against Third Parties but non-exclusive as to Sanofi-Aventis, with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Products in the Field of Use for the remaining term of this Agreement, (ii) the parties' rights to Improvements pursuant to Section 8.2 shall terminate with respect to any Improvements discovered, made or conceived after the effective date of such termination, and (iii) the parties' rights to elect to acquire Improvements discovered, made or conceived prior to the effective date of such termination shall survive such termination on a non-exclusive basis as described in Section 2.1(c)(i) hereof. 5. Section 2.2 of the Product Agreement is amended by deleting in its entirety the first sentence and replacing in its stead the following: Sanofi-Aventis hereby grants to King, and all sublicensees hereunder, the non-exclusive right to use the Ramipril Know-How disclosed by Sanofi-Aventis or its Affiliates under this Agreement in the Field of Use for the term of this Agreement in the U.S. Territory (a) during the Exclusivity Term, to manufacture Licensed Products from ramiprilat (if any), and, in finished product form, from ramipril in Bulk Form supplied by Sanofi-Aventis, to use (subject to Section 2.6), sell and have sold Licensed Product and (b) after the Exclusivity Term, to manufacture, use (subject to Section 2.6), sell and have sold Licensed Product. 6. Section 2.3 of the Product Agreement is amended by adding a sentence at the end of subsection (d) as

4.2(a) of such agreement, then (i) the rights and licenses granted to King pursuant to this Agreement (including rights and licenses to Improvements) shall, automatically, upon the effective date of such termination become exclusive against Third Parties but non-exclusive as to Sanofi-Aventis, with the right to grant sublicenses in the U.S. Territory (upon prior written approval of Sanofi-Aventis) to make, have made, use (subject to Section 2.6), sell and have sold the Licensed Products in the Field of Use for the remaining term of this Agreement, (ii) the parties' rights to Improvements pursuant to Section 8.2 shall terminate with respect to any Improvements discovered, made or conceived after the effective date of such termination, and (iii) the parties' rights to elect to acquire Improvements discovered, made or conceived prior to the effective date of such termination shall survive such termination on a non-exclusive basis as described in Section 2.1(c)(i) hereof. 5. Section 2.2 of the Product Agreement is amended by deleting in its entirety the first sentence and replacing in its stead the following: Sanofi-Aventis hereby grants to King, and all sublicensees hereunder, the non-exclusive right to use the Ramipril Know-How disclosed by Sanofi-Aventis or its Affiliates under this Agreement in the Field of Use for the term of this Agreement in the U.S. Territory (a) during the Exclusivity Term, to manufacture Licensed Products from ramiprilat (if any), and, in finished product form, from ramipril in Bulk Form supplied by Sanofi-Aventis, to use (subject to Section 2.6), sell and have sold Licensed Product and (b) after the Exclusivity Term, to manufacture, use (subject to Section 2.6), sell and have sold Licensed Product. 6. Section 2.3 of the Product Agreement is amended by adding a sentence at the end of subsection (d) as follows: ; and, subject to the provisions of Sections 2.1(a)(ii) and 2.1(b)(ii) and the last sentence of 8.2(c), and further subject to the terms and conditions of the Developed Data Agreement, in the event such agreement is executed, with respect to "licensed products" (as that term is defined in the Developed Data Agreement) to make, have made, use, sell, have sold, develop or have developed, whether inside or outside the U.S. Territory, Licensed Combination Products after the Exclusivity Term. 7. Section 2.5 of the Product Agreement shall be amended by deleting Section 2.5 in its entirety and replacing in its stead the following: 2.5 Sanofi-Aventis' Rights under Patent Rights and Ramipril Know-How to Manufacture Ramipril. SanofiAventis and its Affiliates retain all rights under the Patent Rights and the Ramipril Know-How to make and have made Product (as such term defined in the U.S. 5

Product Manufacturing Agreement). Pursuant to the U.S. Product Manufacturing Agreement, SAD shall provide Product to King during the Term (as such term is defined in the U.S. Product Manufacturing Agreement) of the U.S. Product Manufacturing Agreement, on the terms and conditions set forth in the U.S. Product Manufacturing Agreement. 8. Article II of the Product Agreement shall be amended by adding a new Section 2.10 as follows: 2.10 King's Rights Concerning Clinical Trials and Development Work. King shall have the right to conduct Clinical Trials and Experimental Uses in countries outside the U.S. Territory in order to obtain and maintain regulatory approvals for Licensed Product in the U.S. Territory; provided that the right granted to King in this Section 2.10 shall be subject to the requirements of Sections 2.6 and 3.1 of this Agreement and provided further that King shall have no right to conduct such activities in Canada for so long as Sanofi-Aventis continues to own patents or have exclusive in-licensed rights to one or more issued patents that claim the ramipril compound, which patents have not been held invalid or unenforceable in a final, unappealable decision. 9. Section 3.1(d)(iii) of the Product Agreement is amended to add the following as its last sentence: The parties acknowledge and agree that, pursuant to Sections 3.1(b) and 3.1(d), King has the right to request

Product Manufacturing Agreement). Pursuant to the U.S. Product Manufacturing Agreement, SAD shall provide Product to King during the Term (as such term is defined in the U.S. Product Manufacturing Agreement) of the U.S. Product Manufacturing Agreement, on the terms and conditions set forth in the U.S. Product Manufacturing Agreement. 8. Article II of the Product Agreement shall be amended by adding a new Section 2.10 as follows: 2.10 King's Rights Concerning Clinical Trials and Development Work. King shall have the right to conduct Clinical Trials and Experimental Uses in countries outside the U.S. Territory in order to obtain and maintain regulatory approvals for Licensed Product in the U.S. Territory; provided that the right granted to King in this Section 2.10 shall be subject to the requirements of Sections 2.6 and 3.1 of this Agreement and provided further that King shall have no right to conduct such activities in Canada for so long as Sanofi-Aventis continues to own patents or have exclusive in-licensed rights to one or more issued patents that claim the ramipril compound, which patents have not been held invalid or unenforceable in a final, unappealable decision. 9. Section 3.1(d)(iii) of the Product Agreement is amended to add the following as its last sentence: The parties acknowledge and agree that, pursuant to Sections 3.1(b) and 3.1(d), King has the right to request Requested Meetings on an ad hoc basis, which meetings may be held by teleconference, if so requested by either party, and shall be held within thirty (30) days of King's request therefor. In connection therewith, the parties agree to address issues (Section 3.1(d)) in a timely manner and to cooperate in the implementation of the process with respect to Requested Meetings going forward. 10. Section 8.2 of the Product Agreement is amended by deleting the first sentence of Section 8.2 in its entirety and replacing in its stead the following: 8.2 Rights to Improvements. In the event that either party discovers, makes or conceives of an Improvement (other than an Excluded Combination Product) (a) during the term of this Agreement, with respect to Licensed Mono-Products or (b) during the Exclusivity Term with respect to Licensed Combination Products, the following provisions apply: 11. Section 8.2(c) of the Product Agreement is amended by deleting Section 8.2(c) in its entirety and replacing in its stead the following: (c) Procedure; Other Terms. The party discovering or acquiring an Improvement shall give notice (the "Offer Notice") to the other party of the discovery or acquisition of such Improvement. The 6

Offer Notice shall be given in a timely manner, and no later than 30 (thirty) days after receipt by the party discovering or acquiring the Improvement of the final report of the study results for the Phase IIB Clinical Trials of such Improvement. Such Offer Notice shall include: (i) a description of the Improvement; (ii) the Development Costs; and (iii) a form of the license agreement containing such reasonable terms and conditions as are customary in the pharmaceutical industry for products of a similar commercial value. At any time within one hundred twenty (120) days after receipt of an Offer Notice, the receiving party may elect to acquire the Improvement on the terms and conditions set forth in the Offer Notice, or on any such other terms and conditions which the parties may negotiate in good faith. Notwithstanding anything to the contrary in Section 2.1(a)(ii) or 2.1(b)(ii), any license granted to King pursuant to this Section 8.2(c) with respect to Improvements discovered, made or conceived prior to the end of the Exclusivity Term on Licensed Combination Products shall be and remain exclusive both during and after the Exclusivity Term. 12. Article 8 of the Product Agreement shall be amended by adding new Sections 8.3 and 8.4 as follows: 8.3 Rights to Improvements After the Compound Patent Expiration Date. In the event that either party discovers, makes or conceives an Improvement with respect to Licensed Combination Products after the Exclusivity Term,

Offer Notice shall be given in a timely manner, and no later than 30 (thirty) days after receipt by the party discovering or acquiring the Improvement of the final report of the study results for the Phase IIB Clinical Trials of such Improvement. Such Offer Notice shall include: (i) a description of the Improvement; (ii) the Development Costs; and (iii) a form of the license agreement containing such reasonable terms and conditions as are customary in the pharmaceutical industry for products of a similar commercial value. At any time within one hundred twenty (120) days after receipt of an Offer Notice, the receiving party may elect to acquire the Improvement on the terms and conditions set forth in the Offer Notice, or on any such other terms and conditions which the parties may negotiate in good faith. Notwithstanding anything to the contrary in Section 2.1(a)(ii) or 2.1(b)(ii), any license granted to King pursuant to this Section 8.2(c) with respect to Improvements discovered, made or conceived prior to the end of the Exclusivity Term on Licensed Combination Products shall be and remain exclusive both during and after the Exclusivity Term. 12. Article 8 of the Product Agreement shall be amended by adding new Sections 8.3 and 8.4 as follows: 8.3 Rights to Improvements After the Compound Patent Expiration Date. In the event that either party discovers, makes or conceives an Improvement with respect to Licensed Combination Products after the Exclusivity Term, such party shall have no obligation to notify the other party of such Improvement or to offer such other party any rights in such Improvement. 8.4 Notice of Improvements. Within thirty (30) days after execution of the First Amendment to this Agreement, each party shall provide to the other party the notice required under Section 8.2(c) of any Improvements made by such party for which a final report of the study results for such Phase IIB Clinical Trials has been received by such party, or any Improvements which exist in a later stage of development. 13. Section 11.1(a) of the Product Agreement is amended by deleting the party names, addresses and facsimile numbers of the Sanofi-Aventis notice parties and replacing them as follows: If to Sanofi-Aventis to: Sanofi-Aventis Deutschland GmbH Attn: Legal Department Brueningstrasse 50 65926 Frankfurt 7

Germany Fax: Legal Department No.: ++ 49 69 305 24590 with a copy to: Sanofi-Aventis 174 Avenue de France 75013 Paris France Attn: Head of Business Development Facsimile: + 33 1 5377 4967 with a copy to: Sanofi-Aventis 174 Avenue de France 75013 Paris France Attn: Head of Direction Juridique Facsimile: +33-01-53-77-40-48 14. Except as modified by this First Amendment, all of the terms and conditions of the Product Agreement shall remain in full force and effect. 15. Articles X and XI of the Product Agreement are hereby incorporated into this First Amendment.

Germany Fax: Legal Department No.: ++ 49 69 305 24590 with a copy to: Sanofi-Aventis 174 Avenue de France 75013 Paris France Attn: Head of Business Development Facsimile: + 33 1 5377 4967 with a copy to: Sanofi-Aventis 174 Avenue de France 75013 Paris France Attn: Head of Direction Juridique Facsimile: +33-01-53-77-40-48 14. Except as modified by this First Amendment, all of the terms and conditions of the Product Agreement shall remain in full force and effect. 15. Articles X and XI of the Product Agreement are hereby incorporated into this First Amendment. 8

IN WITNESS WHEREOF, the Parties hereto have each caused this First Amendment to the U.S. Product Agreement to be executed by their duly authorized officers to be effective as of the date first written above.
KING PHARMACEUTICALS, INC. SANOFI-AVENTIS U. S. LLC

By: --------------------------------Name: ------------------------------Title: ------------------------------

By: -----------------------------------Name: ---------------------------------Title: ---------------------------------

SANOFI-AVENTIS DEUTSCHLAND GMBH

By: -----------------------------------Name: ---------------------------------Title: ---------------------------------

SANOFI-AVENTIS DEUTSCHLAND GMBH

By: -----------------------------------Name: ---------------------------------Title: ---------------------------------

EXHIBIT 10.8 KING PHARMACEUTICALS, INC.

IN WITNESS WHEREOF, the Parties hereto have each caused this First Amendment to the U.S. Product Agreement to be executed by their duly authorized officers to be effective as of the date first written above.
KING PHARMACEUTICALS, INC. SANOFI-AVENTIS U. S. LLC

By: --------------------------------Name: ------------------------------Title: ------------------------------

By: -----------------------------------Name: ---------------------------------Title: ---------------------------------

SANOFI-AVENTIS DEUTSCHLAND GMBH

By: -----------------------------------Name: ---------------------------------Title: ---------------------------------

SANOFI-AVENTIS DEUTSCHLAND GMBH

By: -----------------------------------Name: ---------------------------------Title: ---------------------------------

EXHIBIT 10.8 KING PHARMACEUTICALS, INC. INCENTIVE PLAN LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE (ONE-YEAR PERFORMANCE CYCLE) This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc. (the "Company") and by Participant, evidences the grant by the Company to the Participant named below of a Long-Term Performance Unit Award.
1. Name and Address of Participant: ---------------------------------------------------------------------------------------------------------------------2. Date of Grant: ---------------------------------------3. Type of Grant: Long-Term Performance Unit Award

4. Target Number of Long-Term Performance Units: ----------------------------------------

EXHIBIT 10.8 KING PHARMACEUTICALS, INC. INCENTIVE PLAN LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE (ONE-YEAR PERFORMANCE CYCLE) This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc. (the "Company") and by Participant, evidences the grant by the Company to the Participant named below of a Long-Term Performance Unit Award.
1. Name and Address of Participant: ---------------------------------------------------------------------------------------------------------------------2. Date of Grant: ---------------------------------------3. Type of Grant: Long-Term Performance Unit Award

4. Target Number of Long-Term Performance Units: ---------------------------------------5. Performance Cycle: The Performance Cycle shall being on January 1, 2006 and end on December 31, 2006. The Vesting Period shall begin on January 1, 2007 and end on December 31, 2008, except as otherwise set forth in the Long-Term Performance Unit Award Agreement. March 15, 2009, except as otherwise set forth in the Long-Term Performance Unit Award Agreement.

6. Vesting Period:

7. Date of Payment:

8. Performance Goals:

The number of Long-Term Performance Units earned by the Participant shall be determined in accordance with the following grid. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. The Financial Objectives shall be listed and shall be calculated in the manner set forth in Exhibit 1 hereto.
KING PHARMACEUTICALS, INC. ANNUAL PERFORMANCE V. STATED FINANCIAL OBJECTIVES DURING THE PERFORMANCE CYCLE PAYOUT--PERCENT OF TARGET LONG-TERM PERFORMANCE UNITS GRANTED

Above Stretch 200% ---------------------------------------------------------------------------------------------Stretch 200% ---------------------------------------------------------------------------------------------Target 100% ---------------------------------------------------------------------------------------------Threshold 50% ---------------------------------------------------------------------------------------------Below Threshold 0% (no payout) ----------------------------------------------------------------------------------------------

This Long-Term Performance Unit Award is subject to and governed by the terms of this Long-Term Performance Unit Award Certificate, the Long-Term Performance Unit Award Agreement attached hereto and incorporated by reference herein and the Company's Incentive Plan. KING PHARMACEUTICALS, INC. By: Name: Title: PARTICIPANT

This Long-Term Performance Unit Award Certificate may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Facsimile or photographic copies of originally signed copies of this Long-Term Performance Unit Award Certificate will be deemed to be originals. 2

Exhibit 10.8 LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT. (ONE YEAR PERFORMANCE CYCLE) PURSUANT TO THE KING PHARMACEUTICALS, INC. INCENTIVE PLAN This Long-Term Performance Unit Award Agreement (the "Agreement") is made as of the date set forth on the Long-Term Performance Unit Award Certificate attached hereto (the "Grant Date") by King Pharmaceuticals, Inc. (the "Company") and the individual identified on the Long-Term Performance Unit Award Certificate (the "Participant") to grant a Long-Term Performance Unit Award by the Company to the Participant on the terms and conditions set forth below: 1. LONG-TERM PERFORMANCE UNIT AWARD. As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the Company grants and issues to the Participant a Long-Term Performance Unit Award for such number of Long-Term Performance Units as indicated on the Long-Term Performance Unit Award Certificate (the "Long-Term Performance Units") which may be earned during the Performance Cycle as indicated on the Long-Term Performance Unit Award Certificate if the Performance Goals set forth on the Long-Term Performance Unit Award Certificate are met. 2. GOVERNING PLAN. The Long-Term Performance Unit Award shall be granted pursuant to and (except as specifically set forth herein) subject in all respects to the applicable provisions of the King Pharmaceuticals, Inc. Incentive Plan ("Plan"), which are incorporated herein by reference. Terms not otherwise defined in this Agreement have the meanings ascribed to them in the Plan. 3. CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS. The Committee, in its sole discretion, will determine the number of Long-Term Performance Units earned by the Participant at the end of the Performance Cycle based on the attainment of the Performance Goals as set forth on the Long-Term Performance Unit Award Certificate. The number of shares of Common Stock ultimately earned and paid, if any, for such Long-Term Performance Units will be determined based on the number of Long-Term

Exhibit 10.8 LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT. (ONE YEAR PERFORMANCE CYCLE) PURSUANT TO THE KING PHARMACEUTICALS, INC. INCENTIVE PLAN This Long-Term Performance Unit Award Agreement (the "Agreement") is made as of the date set forth on the Long-Term Performance Unit Award Certificate attached hereto (the "Grant Date") by King Pharmaceuticals, Inc. (the "Company") and the individual identified on the Long-Term Performance Unit Award Certificate (the "Participant") to grant a Long-Term Performance Unit Award by the Company to the Participant on the terms and conditions set forth below: 1. LONG-TERM PERFORMANCE UNIT AWARD. As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the Company grants and issues to the Participant a Long-Term Performance Unit Award for such number of Long-Term Performance Units as indicated on the Long-Term Performance Unit Award Certificate (the "Long-Term Performance Units") which may be earned during the Performance Cycle as indicated on the Long-Term Performance Unit Award Certificate if the Performance Goals set forth on the Long-Term Performance Unit Award Certificate are met. 2. GOVERNING PLAN. The Long-Term Performance Unit Award shall be granted pursuant to and (except as specifically set forth herein) subject in all respects to the applicable provisions of the King Pharmaceuticals, Inc. Incentive Plan ("Plan"), which are incorporated herein by reference. Terms not otherwise defined in this Agreement have the meanings ascribed to them in the Plan. 3. CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS. The Committee, in its sole discretion, will determine the number of Long-Term Performance Units earned by the Participant at the end of the Performance Cycle based on the attainment of the Performance Goals as set forth on the Long-Term Performance Unit Award Certificate. The number of shares of Common Stock ultimately earned and paid, if any, for such Long-Term Performance Units will be determined based on the number of Long-Term Performance Units actually earned and vested as set forth in Section 4 below, with one share of Common Stock granted to the Participant for every earned and vested Long-Term Performance Unit. 4. VESTING OF LONG-TERM PERFORMANCE UNITS. Long-Term Performance Units earned will vest as set forth below: (a) Provided the Participant has continued employment through the end of the Vesting Period set forth in the Long-Term Performance Unit Award Certificate, one hundred percent (100%) of the earned Long-Term Performance Units shall vest on the last day of such Vesting Period; or Exhibit 1-1

(b) In the event of the Participant's Separation from Service by reason of death, Disability, Approved Retirement, Cause, resignation or any other reason during the Performance Cycle, the vesting, forfeiture and payment of Long-Term Performance Units shall be determined according to Section 9.2 and Section 13.5 of the Plan, which requires that all payments comply with Section 409A of the Code. 5. FORM AND TIMING OF PAYMENT. All payments of vested Long-Term Performance Units pursuant to this Agreement will be made in the form of

(b) In the event of the Participant's Separation from Service by reason of death, Disability, Approved Retirement, Cause, resignation or any other reason during the Performance Cycle, the vesting, forfeiture and payment of Long-Term Performance Units shall be determined according to Section 9.2 and Section 13.5 of the Plan, which requires that all payments comply with Section 409A of the Code. 5. FORM AND TIMING OF PAYMENT. All payments of vested Long-Term Performance Units pursuant to this Agreement will be made in the form of shares of Common Stock. Except as otherwise provided in this Agreement, payment will be made by the Date of Payment set forth in the Long-Term Performance Unit Award Certificate; provided, however, if, the Participant is a "specified employee" (as defined under Section 409A of the Code) then such payment, if required by Section 409A of the Code, will be made six months after the date of such Separation from Service. 6. VOTING AND DIVIDEND RIGHTS. Except as specifically set forth in this Agreement, the Participant shall not have voting or any other rights as a shareholder of the Company with respect to Long-Term Performance Units. The Participant will obtain full voting and other rights as a shareholder of the Company upon the payment of the Long-Term Performance Units in shares of Common Stock as provided in Section 5 above. 7. ADDITIONAL AGREEMENTS. (a) Tax Matters. The Long-Term Performance Units granted are subject to appropriate income tax withholding and other deductions required by applicable laws or regulations, and Participant and his successors will be responsible for all income and other taxes payable as a result of a payout under the Long-Term Performance Units or otherwise in connection with this Agreement. The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant's beneficiary to remit to the Company, the minimum necessary amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement. The Company is not required to provide any gross-up or other tax assistance. With respect to withholding required upon any taxable event arising as a result of the Long-Term Performance Units granted hereunder, the Company, unless notified otherwise by the Participant in writing within thirty (30) days prior to the taxable event, will satisfy the tax withholding requirement by withholding shares of Common Stock having a Fair Market Value, equal to the total minimum statutory tax required to be withheld on the transaction. The Participant agrees to pay to the Company and/or its Subsidiaries any amount of tax that the Company, its and/or its Subsidiaries may be required to withhold as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. (b) Independent Advice; No Representations. Participant acknowledges that (i) (s)he was free to use professional advisors of her/his choice in connection with this Agreement, has received advice from her/his professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; and (ii) (s)he has not received and is not relying upon any advice, 2

representations or assurances made by or on behalf of the Company or any Company affiliate or any employee of or counsel to the Company regarding any tax or other effects or implications of the Long-Term Performance Units or other matters contemplated by this Agreement. (c) Value of Long-Term Performance Units. No representations or promises are made to Participant regarding the value of the Long-Term Performance Units or Company's business prospects. Participant acknowledges that information about investment in Company stock, including financial information and related risks, is contained in Company's SEC reports which have been made available for Participant's review at any time before Participant's acceptance of this Agreement. Further, Participant understands that the Company does not provide tax or investment advice and acknowledges Company's recommendation that Participant consult with independent specialists regarding such matters. Sale or other transfer of the Company stock may be limited by and subject to

representations or assurances made by or on behalf of the Company or any Company affiliate or any employee of or counsel to the Company regarding any tax or other effects or implications of the Long-Term Performance Units or other matters contemplated by this Agreement. (c) Value of Long-Term Performance Units. No representations or promises are made to Participant regarding the value of the Long-Term Performance Units or Company's business prospects. Participant acknowledges that information about investment in Company stock, including financial information and related risks, is contained in Company's SEC reports which have been made available for Participant's review at any time before Participant's acceptance of this Agreement. Further, Participant understands that the Company does not provide tax or investment advice and acknowledges Company's recommendation that Participant consult with independent specialists regarding such matters. Sale or other transfer of the Company stock may be limited by and subject to Company policies as well as applicable securities laws and regulations. (d) Adjustment in Capitalization. In the event of an Adjustment Event that is a merger, consolidation, reorganization, liquidation, dissolution or other similar transaction, then the Award pursuant to Section 1 of this Agreement shall be deemed to pertain to the securities and other property, including cash, to which a holder of the number of Long-Term Performance Units would have been entitled to receive in connection with such Adjustment Event. (e) Change of Control. Upon a Change of Control, vesting, forfeiture and payment shall occur with respect to the Long Term Performance Units in accordance with Article 11 of the Plan. (f) No Right to Continued Employment. This Agreement does not confer upon Participant any right to continue as an employee of the Company or its subsidiary or to any particular employment tenure, nor does it limit in any way the right of Company or its subsidiary to terminate Participant's services to the Company or its subsidiary at any time, with or without cause. (g) Nontransferability. Long-Term Performance Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a "Transfer") other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Long-Term Performance Units is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the Long-Term Performance Units, the Participant's right to such Long-Term Performance Units will be immediately forfeited to the Company, and this Agreement will lapse. 8. GENERAL. (a) Successors and Assigns. This Agreement is personal in its nature and Participant may not assign or transfer his/her rights under this Agreement. (b) Notices. Any notices, demands or other communications required or desired to be given by any party shall be in writing and shall be validly given to another party if served either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice, demand or other communication shall be served personally, service shall be conclusively deemed made at the time of such personal service. If 3

such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as hereinafter set forth:
To the Company: King Pharmaceuticals, Inc. 501 Fifth Street Bristol, TN 37620 Attention: _________________________

To Participant: At his/her address of record as maintained in the Company's files.

such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as hereinafter set forth:
To the Company: King Pharmaceuticals, Inc. 501 Fifth Street Bristol, TN 37620 Attention: _________________________

To Participant: At his/her address of record as maintained in the Company's files.

Any party may change its address for the purpose of receiving notices, demands and other communications by providing written notice to the other party in the manner described in this paragraph. (c) Entire Agreement. Except as this Agreement may expressly provide otherwise, this Agreement, the LongTerm Performance Unit Award Certificate and the Plan constitute the entire agreement and understanding of the Company and Participant with respect to the subject matter hereof and thereof, and supersede all prior written or verbal agreements and understandings between Participant and the Company relating to such subject matter. This Agreement may only be amended by written instrument signed by Participant and an authorized officer of the Company. (d) Governing Law; Severability. This Agreement will be construed and interpreted under the laws of the State of Tennessee applicable to agreements executed and to be wholly performed within the State of Tennessee. If any provision of this Agreement as applied to any party or to any circumstance is adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court, the application of any other provision of this Agreement, or the enforceability or invalidity of this Agreement as a whole. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken and the remainder of this Agreement shall continue in full force and effect. (e) Remedies. All rights and remedies provided pursuant to this Agreement or by law shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may pursue any one or more rights or remedies hereunder or may seek damages or specific performance in the event of another party's breach hereunder or may pursue any other remedy by law or equity, whether or not stated in this Agreement. (f) Interpretation. Headings herein are for convenience of reference only, do not constitute a part of this Agreement, and will not affect the meaning or interpretation of this 4

Agreement. References herein to Sections are references to the referenced Section hereof, unless otherwise specified. (g) Waivers; Amendments. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any later breach of that provision. This Agreement may be modified only by written agreement signed by Participant and the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 5

EXHIBIT 10.9

Agreement. References herein to Sections are references to the referenced Section hereof, unless otherwise specified. (g) Waivers; Amendments. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any later breach of that provision. This Agreement may be modified only by written agreement signed by Participant and the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 5

EXHIBIT 10.9 KING PHARMACEUTICALS, INC. INCENTIVE PLAN LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE (THREE YEAR PERFORMANCE CYCLE) This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc. (the "Company") and by Participant, evidences the grant by the Company to the Participant named below of a Long-Term Performance Unit Award.
1. Name and Address of Participant: ---------------------------------------------------------------------------------------------------------------------------------2. Date of Grant: -------------------------------------------3. Type of Grant: Long-Term Performance Unit Award

4.

Target Number of Long-Term Performance Units: --------------------------------------------

5.

Performance Cycle:

The Performance Cycle shall being on January 1, 2006 and end on December 31, 2008. December 31, 2008, except as otherwise set forth in the Long-Term Performance Unit Award Agreement. March 15, 2009, except as otherwise set forth in the Long-Term Performance Unit Award Agreement.

6.

Vesting Date:

7.

Date of Payment:

8. Performance Goals: The number of Long-Term Performance Units earned by the Participant shall be determined in accordance with the following grid. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. Total Shareholder Return shall be calculated in the manner set forth in Exhibit 1 hereto and compared to the peer group identified in Exhibit 1.

KING PHARMACEUTICALS, INC. PERCENTILE IN TOTAL SHAREHOLDER RETURN VS. COMPANIES INCLUDED IN THE DOW JONES U.S. PHARMACEUTICALS INDEX DURING THE PERFORMANCE CYCLE

PAYOUT--PERCENT OF TARGET LONG-TERM PERFORMANCE UNITS GRANTED

EXHIBIT 10.9 KING PHARMACEUTICALS, INC. INCENTIVE PLAN LONG-TERM PERFORMANCE UNIT AWARD CERTIFICATE (THREE YEAR PERFORMANCE CYCLE) This Certificate, when executed by a duly authorized officer of King Pharmaceuticals, Inc. (the "Company") and by Participant, evidences the grant by the Company to the Participant named below of a Long-Term Performance Unit Award.
1. Name and Address of Participant: ---------------------------------------------------------------------------------------------------------------------------------2. Date of Grant: -------------------------------------------3. Type of Grant: Long-Term Performance Unit Award

4.

Target Number of Long-Term Performance Units: --------------------------------------------

5.

Performance Cycle:

The Performance Cycle shall being on January 1, 2006 and end on December 31, 2008. December 31, 2008, except as otherwise set forth in the Long-Term Performance Unit Award Agreement. March 15, 2009, except as otherwise set forth in the Long-Term Performance Unit Award Agreement.

6.

Vesting Date:

7.

Date of Payment:

8. Performance Goals: The number of Long-Term Performance Units earned by the Participant shall be determined in accordance with the following grid. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. Total Shareholder Return shall be calculated in the manner set forth in Exhibit 1 hereto and compared to the peer group identified in Exhibit 1.

KING PHARMACEUTICALS, INC. PERCENTILE IN TOTAL SHAREHOLDER RETURN VS. COMPANIES INCLUDED IN THE DOW JONES U.S. PHARMACEUTICALS INDEX DURING THE PERFORMANCE CYCLE

PAYOUT--PERCENT OF TARGET LONG-TERM PERFORMANCE UNITS GRANTED

70th percentile + 200% --------------------------------------------------------------------------------------------70th percentile 200% --------------------------------------------------------------------------------------------50th percentile 100% --------------------------------------------------------------------------------------------30th percentile 50% --------------------------------------------------------------------------------------------<30th percentile 0% (no payout) ---------------------------------------------------------------------------------------------

This Long-Term Performance Unit Award is subject to and governed by the terms of this Long-Term Performance Unit Award Certificate, the Long-Term Performance Unit Award Agreement attached hereto and incorporated by reference herein and the Company's Incentive Plan. KING PHARMACEUTICALS, INC. By: Name: Title: PARTICIPANT

This Long-Term Performance Unit Award Certificate may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Facsimile or photographic copies of originally signed copies of this Long-Term Performance Unit Award Certificate will be deemed to be originals. 2

EXHIBIT 10.9 LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT (THREE YEAR PERFORMANCE CYCLE) PURSUANT TO THE KING PHARMACEUTICALS, INC. INCENTIVE PLAN This Long-Term Performance Unit Award Agreement (the "Agreement") is made as of the date set forth on the Long-Term Performance Unit Award Certificate attached hereto (the "Grant Date") by King Pharmaceuticals, Inc. (the "Company") and the individual identified on the Long-Term Performance Unit Award Certificate (the "Participant") to grant a Long-Term Performance Unit Award by the Company to the Participant on the terms and conditions set forth below: 1. LONG-TERM PERFORMANCE UNIT AWARD. As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the Company grants and issues to the Participant a Long-Term Performance Unit Award for such number of Long-Term Performance Units as indicated on the Long-Term Performance Unit Award Certificate (the "Long-Term Performance Units") which may be earned during the Performance Cycle as indicated on the Long-Term Performance Unit Award Certificate if the Performance Goals set forth on the Long-Term Performance Unit Award Certificate are met. 2. GOVERNING PLAN. The Long-Term Performance Unit Award shall be granted pursuant to and (except as specifically set forth herein) subject in all respects to the applicable provisions of the King Pharmaceuticals, Inc. Incentive Plan ("Plan"), which are incorporated herein by reference. Terms not otherwise defined in this Agreement have the meanings ascribed to them in the Plan. 3. CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS. The Committee, in its sole discretion, will determine the number of Long-Term Performance Units earned by the Participant at the end of the Performance Cycle based on the attainment of the Performance Goals as set forth on the Long-Term Performance Unit Award Certificate. The number of shares of Common Stock ultimately earned and paid, if any, for such Long-Term Performance Units will be determined based on the number of Long-Term

EXHIBIT 10.9 LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT (THREE YEAR PERFORMANCE CYCLE) PURSUANT TO THE KING PHARMACEUTICALS, INC. INCENTIVE PLAN This Long-Term Performance Unit Award Agreement (the "Agreement") is made as of the date set forth on the Long-Term Performance Unit Award Certificate attached hereto (the "Grant Date") by King Pharmaceuticals, Inc. (the "Company") and the individual identified on the Long-Term Performance Unit Award Certificate (the "Participant") to grant a Long-Term Performance Unit Award by the Company to the Participant on the terms and conditions set forth below: 1. LONG-TERM PERFORMANCE UNIT AWARD. As of the Grant Date, subject to the terms, conditions and restrictions set forth herein, the Company grants and issues to the Participant a Long-Term Performance Unit Award for such number of Long-Term Performance Units as indicated on the Long-Term Performance Unit Award Certificate (the "Long-Term Performance Units") which may be earned during the Performance Cycle as indicated on the Long-Term Performance Unit Award Certificate if the Performance Goals set forth on the Long-Term Performance Unit Award Certificate are met. 2. GOVERNING PLAN. The Long-Term Performance Unit Award shall be granted pursuant to and (except as specifically set forth herein) subject in all respects to the applicable provisions of the King Pharmaceuticals, Inc. Incentive Plan ("Plan"), which are incorporated herein by reference. Terms not otherwise defined in this Agreement have the meanings ascribed to them in the Plan. 3. CALCULATION OF EARNED LONG-TERM PERFORMANCE UNITS. The Committee, in its sole discretion, will determine the number of Long-Term Performance Units earned by the Participant at the end of the Performance Cycle based on the attainment of the Performance Goals as set forth on the Long-Term Performance Unit Award Certificate. The number of shares of Common Stock ultimately earned and paid, if any, for such Long-Term Performance Units will be determined based on the number of Long-Term Performance Units actually earned and vested at the end of the Performance Cycle as set forth in Section 4 below, with one share of Common Stock granted to the Participant for every earned and vested LongTerm Performance Unit. 4. VESTING OF LONG-TERM PERFORMANCE UNITS. Long-Term Performance Units earned will vest as set forth below: (a) Provided the Participant has continued employment through the end of the Performance Cycle, one hundred percent (100%) of the earned Long-Term Performance Units will vest on the last day of the Performance Cycle as set forth in the Long-Term Performance Unit Award Certificate; or

(b) In the event of the Participant's Separation from Service by reason of death, Disability, Approved Retirement, Cause, resignation or any other reason during the Performance Cycle, the vesting, forfeiture and payment of Long-Term Performance Units shall be determined according to Section 9.2 and Section 13.5 of the Plan, which requires that all payments comply with Section 409A of the Code. 5. FORM AND TIMING OF PAYMENT. All payments of vested Long-Term Performance Units pursuant to this Agreement will be made in the form of shares of Common Stock. Except as otherwise provided in this Agreement, payment will be made by the Date of

(b) In the event of the Participant's Separation from Service by reason of death, Disability, Approved Retirement, Cause, resignation or any other reason during the Performance Cycle, the vesting, forfeiture and payment of Long-Term Performance Units shall be determined according to Section 9.2 and Section 13.5 of the Plan, which requires that all payments comply with Section 409A of the Code. 5. FORM AND TIMING OF PAYMENT. All payments of vested Long-Term Performance Units pursuant to this Agreement will be made in the form of shares of Common Stock. Except as otherwise provided in this Agreement, payment will be made by the Date of Payment set forth in the Long-Term Performance Unit Award Certificate; provided, however, if, the Participant is a "specified employee" (as defined under Section 409A of the Code) then such payment, if required by Section 409A of the Code, will be made six months after the date of such Separation from Service. 6. VOTING AND DIVIDEND RIGHTS. Except as specifically set forth in this Agreement, the Participant shall not have voting or any other rights as a shareholder of the Company with respect to Long-Term Performance Units. The Participant will obtain full voting and other rights as a shareholder of the Company upon the payment of the Long-Term Performance Units in shares of Common Stock as provided in Section 5 above. 7. ADDITIONAL AGREEMENTS. (a) Tax Matters. The Long-Term Performance Units granted are subject to appropriate income tax withholding and other deductions required by applicable laws or regulations, and Participant and his successors will be responsible for all income and other taxes payable as a result of a payout under the Long-Term Performance Units or otherwise in connection with this Agreement. The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant's beneficiary to remit to the Company, the minimum necessary amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement. The Company is not required to provide any gross-up or other tax assistance. With respect to withholding required upon any taxable event arising as a result of the Long-Term Performance Units granted hereunder, the Company, unless notified otherwise by the Participant in writing within thirty (30) days prior to the taxable event, will satisfy the tax withholding requirement by withholding shares of Common Stock having a Fair Market Value, equal to the total minimum statutory tax required to be withheld on the transaction. The Participant agrees to pay to the Company and/or its Subsidiaries any amount of tax that the Company, its and/or its Subsidiaries may be required to withhold as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. (b) Independent Advice; No Representations. Participant acknowledges that (i) (s)he was free to use professional advisors of her/his choice in connection with this Agreement, has received advice from her/his professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and 2

without coercion or duress; and (ii) (s)he has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Company affiliate or any employee of or counsel to the Company regarding any tax or other effects or implications of the Long-Term Performance Units or other matters contemplated by this Agreement. (c) Value of Long-Term Performance Units. No representations or promises are made to Participant regarding the value of the Long-Term Performance Units or Company's business prospects. Participant acknowledges that information about investment in Company stock, including financial information and related risks, is contained in Company's SEC reports which have been made available for Participant's review at any time before Participant's acceptance of this Agreement. Further, Participant understands that the Company does not provide tax or investment advice and acknowledges Company's recommendation that Participant consult with independent specialists regarding such matters. Sale or other transfer of the Company stock may be limited by and subject to

without coercion or duress; and (ii) (s)he has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Company affiliate or any employee of or counsel to the Company regarding any tax or other effects or implications of the Long-Term Performance Units or other matters contemplated by this Agreement. (c) Value of Long-Term Performance Units. No representations or promises are made to Participant regarding the value of the Long-Term Performance Units or Company's business prospects. Participant acknowledges that information about investment in Company stock, including financial information and related risks, is contained in Company's SEC reports which have been made available for Participant's review at any time before Participant's acceptance of this Agreement. Further, Participant understands that the Company does not provide tax or investment advice and acknowledges Company's recommendation that Participant consult with independent specialists regarding such matters. Sale or other transfer of the Company stock may be limited by and subject to Company policies as well as applicable securities laws and regulations. (d) Adjustment in Capitalization. In the event of an Adjustment Event that is a merger, consolidation, reorganization, liquidation, dissolution or other similar transaction, then the Award pursuant to Section 1 of this Agreement shall be deemed to pertain to the securities and other property, including cash, to which a holder of the number of Long-Term Performance Units would have been entitled to receive in connection with such Adjustment Event. (e) Change of Control. Upon a Change of Control, vesting, forfeiture and payment shall occur with respect to the Long Term Performance Units in accordance with Article 11 of the Plan. (f) No Right to Continued Employment. This Agreement does not confer upon Participant any right to continue as an employee of the Company or its subsidiary or to any particular employment tenure, nor does it limit in any way the right of Company or its subsidiary to terminate Participant's services to the Company or its subsidiary at any time, with or without cause. (g) Nontransferability. Long-Term Performance Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a "Transfer") other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Long-Term Performance Units is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the Long-Term Performance Units, the Participant's right to such Long-Term Performance Units will be immediately forfeited to the Company, and this Agreement will lapse. 8. GENERAL. (a) Successors and Assigns. This Agreement is personal in its nature and Participant may not assign or transfer his/her rights under this Agreement. (b) Notices. Any notices, demands or other communications required or desired to be given by any party shall be in writing and shall be validly given to another party if 3

served either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice, demand or other communication shall be served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as hereinafter set forth:
To the Company: King Pharmaceuticals, Inc. 501 Fifth Street Bristol, TN 37620 Attention: _________________________

To Participant: At his/her address of record as maintained in the Company's

served either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice, demand or other communication shall be served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as hereinafter set forth:
To the Company: King Pharmaceuticals, Inc. 501 Fifth Street Bristol, TN 37620 Attention: _________________________

To Participant: At his/her address of record as maintained in the Company's files.

Any party may change its address for the purpose of receiving notices, demands and other communications by providing written notice to the other party in the manner described in this paragraph. (c) Entire Agreement. Except as this Agreement may expressly provide otherwise, this Agreement, the LongTerm Performance Unit Award Certificate and the Plan constitute the entire agreement and understanding of the Company and Participant with respect to the subject matter hereof and thereof, and supersede all prior written or verbal agreements and understandings between Participant and the Company relating to such subject matter. This Agreement may only be amended by written instrument signed by Participant and an authorized officer of the Company. (d) Governing Law; Severability. This Agreement will be construed and interpreted under the laws of the State of Tennessee applicable to agreements executed and to be wholly performed within the State of Tennessee. If any provision of this Agreement as applied to any party or to any circumstance is adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court, the application of any other provision of this Agreement, or the enforceability or invalidity of this Agreement as a whole. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken and the remainder of this Agreement shall continue in full force and effect. (e) Remedies. All rights and remedies provided pursuant to this Agreement or by law shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may pursue any one or more rights or remedies hereunder or may seek damages or specific performance in the event of another party's breach hereunder or may pursue any other remedy by law or equity, whether or not stated in this Agreement. 4

(f) Interpretation. Headings herein are for convenience of reference only, do not constitute a part of this Agreement, and will not affect the meaning or interpretation of this Agreement. References herein to Sections are references to the referenced Section hereof, unless otherwise specified. (g) Waivers; Amendments. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any later breach of that provision. This Agreement may be modified only by written agreement signed by Participant and the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5

(f) Interpretation. Headings herein are for convenience of reference only, do not constitute a part of this Agreement, and will not affect the meaning or interpretation of this Agreement. References herein to Sections are references to the referenced Section hereof, unless otherwise specified. (g) Waivers; Amendments. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any later breach of that provision. This Agreement may be modified only by written agreement signed by Participant and the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5

EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian A. Markison, certify that: 1. I have reviewed this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. ("King"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of King as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian A. Markison, certify that: 1. I have reviewed this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. ("King"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of King as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ BRIAN A. MARKISON -------------------------------------Brian A. Markison President and Chief Executive Officer Date: May 9, 2006

EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph Squicciarino, certify that: 1. I have reviewed this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. ("King"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of King as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ JOSEPH SQUICCIARINO -------------------------------------Joseph Squicciarino Chief Financial Officer

EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joseph Squicciarino, certify that: 1. I have reviewed this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. ("King"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of King as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ JOSEPH SQUICCIARINO -------------------------------------Joseph Squicciarino Chief Financial Officer Date: May 9, 2006

EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. I, Brian A. Markison, Chief Executive Officer of King Pharmaceuticals, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of King Pharmaceuticals, Inc.
/s/ BRIAN A. MARKISON -------------------------------------Brian A. Markison President and Chief Executive Officer Date: May 9, 2006

EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. I, Joseph Squicciarino, Chief Financial Officer of King Pharmaceuticals, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of King Pharmaceuticals, Inc.
/s/ JOSEPH SQUICCIARINO -------------------------------------Joseph Squicciarino Chief Financial Officer Date: May 9, 2006

EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. I, Brian A. Markison, Chief Executive Officer of King Pharmaceuticals, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of King Pharmaceuticals, Inc.
/s/ BRIAN A. MARKISON -------------------------------------Brian A. Markison President and Chief Executive Officer Date: May 9, 2006

EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. I, Joseph Squicciarino, Chief Financial Officer of King Pharmaceuticals, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of King Pharmaceuticals, Inc.
/s/ JOSEPH SQUICCIARINO -------------------------------------Joseph Squicciarino Chief Financial Officer Date: May 9, 2006

EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this quarterly report on Form 10-Q of King Pharmaceuticals, Inc. I, Joseph Squicciarino, Chief Financial Officer of King Pharmaceuticals, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of King Pharmaceuticals, Inc.
/s/ JOSEPH SQUICCIARINO -------------------------------------Joseph Squicciarino Chief Financial Officer Date: May 9, 2006


				
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