UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13D/A
 (Amendment No. 4)
Under the Securities Exchange Act of 1934
IMPAX LABORATORIES, INC.
 (formerly GLOBAL PHARMACEUTIUCAL CORPORATION)

(Name of Issuer)

Common Stock, $.01 par value

Title of Class of Securities
45256B101

-------------------------------------------------------------------------------
                                  CUSIP Number

                                 Larry A. Kimmel
                               Robert Fleming Inc.
                           320 Park Avenue, 11th Floor
                               New York, NY 10022
                                 (212) 508-3610
-------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 28, 2000
-------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

           If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.

           Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.

           * The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

           The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).	

CUSIP No. 45256B101              SCHEDULE 13D/A               Page 2 of 7 Pages
--------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      FLEMING US DISCOVERY FUND III, L.P.
--------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                                                         a.  |X|
                                                                         b.  |_|
--------------------------------------------------------------------------------
3     SEC Use Only

--------------------------------------------------------------------------------
4     Source of Funds

      WC
--------------------------------------------------------------------------------
5     Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)                                                           |_|
--------------------------------------------------------------------------------
6     Citizenship or Place of Organization

      Delaware
--------------------------------------------------------------------------------
                  7     Sole Voting Power
  Number of
   Shares               4,704,219 shares of Common Stock
Beneficially            --------------------------------------------------------
  Owned By        8     Shared Voting Power
    Each
  Reporting             754,115 shares of Common Stock
   Person               --------------------------------------------------------
    With          9     Sole Dispositive Power

                        4,704,219 shares of Common Stock
                        --------------------------------------------------------
                  10    Shared Dispositive Power

                         754,115 shares of Common Stock
                        --------------------------------------------------------
--------------------------------------------------------------------------------
11    Aggregate Amount Beneficially Owned by Each Reporting Person

      5,458,334 shares of Common Stock
--------------------------------------------------------------------------------
12    Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares  |_|
--------------------------------------------------------------------------------
13    Percent of Class Represented By Amount in Row (11)

      16.70%
--------------------------------------------------------------------------------
14    Type of Reporting Person

      PN
--------------------------------------------------------------------------------
                    SEE INSTRUCTIONS BEFORE FILLING OUT!	

CUSIP No. 45256B101              SCHEDULE 13D/A               Page 3 of 7 Pages
--------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
--------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                                                         a.  |X|
                                                                         b.  |_|
--------------------------------------------------------------------------------
3     SEC Use Only

--------------------------------------------------------------------------------
4     Source of Funds
      WC
--------------------------------------------------------------------------------
5     Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)                                                           |_|
--------------------------------------------------------------------------------
6     Citizenship or Place of Organization

      Bermuda
--------------------------------------------------------------------------------
                  7     Sole Voting Power
  Number of
   Shares               754,115 shares of Common Stock
Beneficially            --------------------------------------------------------
  Owned By        8     Shared Voting Power
    Each
  Reporting             4,704,219 shares of Common Stock
   Person               --------------------------------------------------------
    With          9     Sole Dispositive Power

                         754,115 shares of Common Stock
                        --------------------------------------------------------
                  10    Shared Dispositive Power

                        4,704,219 shares of Common Stock
                        --------------------------------------------------------
--------------------------------------------------------------------------------
11    Aggregate Amount Beneficially Owned by Each Reporting Person

      5,458,334 shares of Common Stock
--------------------------------------------------------------------------------
12    Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares  |_|
--------------------------------------------------------------------------------
13    Percent of Class Represented By Amount in Row (11)
      16.70%
--------------------------------------------------------------------------------
14    Type of Reporting Person
      PN
--------------------------------------------------------------------------------

                    SEE INSTRUCTIONS BEFORE FILLING OUT!	

CUSIP No. 45256B101              SCHEDULE 13D/A               Page 4 of 7 Pages
--------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      FLEMING US DISCOVERY PARTNERS, L.P.
--------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                                                         a.  |X|
                                                                         b.  |_|
--------------------------------------------------------------------------------
3     SEC Use Only

--------------------------------------------------------------------------------
4     Source of Funds

      AF
--------------------------------------------------------------------------------
5     Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)                                                           |_|

--------------------------------------------------------------------------------
6     Citizenship or Place of Organization

      Delaware
--------------------------------------------------------------------------------
                  7     Sole Voting Power
  Number of
   Shares               0 shares of Common Stock
Beneficially            --------------------------------------------------------
  Owned By        8     Shared Voting Power
    Each
  Reporting             5,458,334 shares of Common Stock
   Person               --------------------------------------------------------
    With          9     Sole Dispositive Power

                        0 shares of Common Stock
                        --------------------------------------------------------
                  10    Shared Dispositive Power

                        5,458,334 shares of Common Stock
                        --------------------------------------------------------
--------------------------------------------------------------------------------
11    Aggregate Amount Beneficially Owned by Each Reporting Person

       5,458,334 shares of Common Stock
--------------------------------------------------------------------------------
12    Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares  |_|
--------------------------------------------------------------------------------
13    Percent of Class Represented By Amount in Row (11)

      16.70%
--------------------------------------------------------------------------------
14    Type of Reporting Person
      PN
--------------------------------------------------------------------------------
                    SEE INSTRUCTIONS BEFORE FILLING OUT!	

CUSIP No. 45256B101              SCHEDULE 13D/A               Page 5 of 7 Pages
--------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      FLEMING US DISCOVERY, LLC
--------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                                                         a.  |_|
                                                                         b.  |_|
--------------------------------------------------------------------------------
3     SEC Use Only

--------------------------------------------------------------------------------
4     Source of Funds

      AF
--------------------------------------------------------------------------------
5     Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)                                                           |_|
--------------------------------------------------------------------------------
6     Citizenship or Place of Organization

      Delaware
--------------------------------------------------------------------------------
                  7     Sole Voting Power
  Number of
   Shares               5,458,334 shares of Common Stock
Beneficially            --------------------------------------------------------
  Owned By        8     Shared Voting Power
    Each
  Reporting             5,458,334  shares of Common Stock
   Person               --------------------------------------------------------
    With          9     Sole Dispositive Power

                        5,458,334 shares of Common Stock
                        --------------------------------------------------------
                  10    Shared Dispositive Power

                        5,458,334 shares of Common Stock
                        --------------------------------------------------------
--------------------------------------------------------------------------------
11    Aggregate Amount Beneficially Owned by Each Reporting Person

      5,458,334  shares of Common Stock
--------------------------------------------------------------------------------
12    Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares  |_|
--------------------------------------------------------------------------------
13    Percent of Class Represented By Amount in Row (11)

      16.70%
--------------------------------------------------------------------------------
14    Type of Reporting Person

      OO
--------------------------------------------------------------------------------
                    SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 45256B101              SCHEDULE 13D/A               Page 6 of 7 Pages
--------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      ROBERT FLEMING INC.
--------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                                                         a.  |_|
                                                                         b.  |_|
--------------------------------------------------------------------------------
3     SEC Use Only

--------------------------------------------------------------------------------
4     Source of Funds
      AF
--------------------------------------------------------------------------------
5     Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)                                                           |_|
--------------------------------------------------------------------------------
6     Citizenship or Place of Organization
      Delaware
--------------------------------------------------------------------------------
                  7     Sole Voting Power
  Number of
   Shares               833,300 shares of Common Stock
Beneficially            --------------------------------------------------------
  Owned By        8     Shared Voting Power
    Each
  Reporting             0 shares of Common Stock
   Person               --------------------------------------------------------
    With          9     Sole Dispositive Power

                         833,300 shares of Common Stock
                        --------------------------------------------------------
                  10    Shared Dispositive Power

                        0 shares of Common Stock
                        --------------------------------------------------------
--------------------------------------------------------------------------------
11    Aggregate Amount Beneficially Owned by Each Reporting Person

      6,291,634 shares of Common Stock
--------------------------------------------------------------------------------
12    Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares  |_|
--------------------------------------------------------------------------------
13    Percent of Class Represented By Amount in Row (11)

      19.25%
--------------------------------------------------------------------------------
14    Type of Reporting Person

      IA, CO
--------------------------------------------------------------------------------
                    SEE INSTRUCTIONS BEFORE FILLING OUT!	

CUSIP No. 45256B101              SCHEDULE 13D/A               Page 7 of 7 Pages
--------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

THE CHASE MANHATTAN CORPORATION*
* The Chase Manhattan Corporation disclaims any beneficial ownership of the
shares of Impax Laboratories Inc. reported as beneficially owned by its wholly
owned subsidiary, Robert Fleming Inc.
--------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group
                                                                         a.  |_|
                                                                         b.  |_|
--------------------------------------------------------------------------------
3     SEC Use Only

--------------------------------------------------------------------------------
4     Source of Funds
      AF
--------------------------------------------------------------------------------
5     Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)                                                           |_|
--------------------------------------------------------------------------------
6     Citizenship or Place of Organization
      Delaware
--------------------------------------------------------------------------------
                  7     Sole Voting Power
  Number of
   Shares               0 shares of Common Stock
Beneficially            --------------------------------------------------------
  Owned By        8     Shared Voting Power
    Each
  Reporting             0 shares of Common Stock
   Person               --------------------------------------------------------
    With          9     Sole Dispositive Power

                        0 shares of Common Stock
                        --------------------------------------------------------
                  10    Shared Dispositive Power

                        0 shares of Common Stock
                        --------------------------------------------------------
--------------------------------------------------------------------------------
11    Aggregate Amount Beneficially Owned by Each Reporting Person

      0 shares of Common Stock
--------------------------------------------------------------------------------
12    Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares  |_|
--------------------------------------------------------------------------------
13    Percent of Class Represented By Amount in Row (11)

      0%
--------------------------------------------------------------------------------
14    Type of Reporting Person

      HC
--------------------------------------------------------------------------------
                                            SEE INSTRUCTIONS BEFORE FILLING OUT!	

STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED

This Amendment No. 4 to Schedule 13D filed on December 20, 2000, as amended by Amendment No. 1 thereto filed on July 15, 1999, Amendment No. 2 thereto filed on December 14, 1999, Amendment No. 3 filed on March 12, 2000, relates to the common stock, $.01 par value per share (the "Common Stock"), of Impax Laboratories, Inc., a Delaware corporation (the "Issuer"). Information in the original Schedule 13D and Amendment No. 1 thereto, Amendment No. 2 thereto and Amendment No. 3 thereto remains in effect except to the extent that it is superseded by subsequently filed information, including the information contained in this Amendment No. 4. Information given in response to each item shall be deemed incorporated by reference in all other items. Terms used and not defined herein have the meanings ascribed to them in said Schedule 13D, as amended. The purpose of this Amendment No. 4 to the previously filed Schedule 13D is to report that the ownership of the "Reporting Persons" in the Common Stock has increased from 15.71% to 16.7% (and to 19.25% in certain instances).
The responses to Items 2, 3, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:
Item 2. Identity and Background.
This statement is being filed pursuant to a Joint Filing Agreement
(attached as Exhibit 1 hereto and incorporated herein by reference) by (i)
Fleming US Discovery Fund III, L.P. ("US Fund"), (ii) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund"), (iii) Fleming US Discovery Partners, L.P., ("Fleming Partners"), the general partner of the US Fund and a general partner of the Offshore Fund, (iv) Fleming US Discovery, LLC ("Discovery"), the general partner of Fleming Partners, (v) Robert Fleming Inc. ("RFI"), investment adviser to the US Fund and Offshore Fund (collectively, the "Funds"), and (vi) The Chase Manhattan Corporation. ("Chase"), the parent of RFI (sometimes collectively referred to as the "Reporting Persons").
Item 3. Source and Amount of Funds or Other Consideration.
On November 20, 2000, the US Fund entered into the Stock Purchase Agreement ("US Fund Purchase Agreement"), dated as of November 20, 2000, between the Issuer and the US Fund (attached as Exhibit 2 hereto and incorporated herein by reference), to purchase, for a total purchase price of $4,309,002, 718,167 shares of Common Stock. The US Fund purchased such shares of Common Stock, which were acquired by the US Fund at the closing on November 28, 2000, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock.
On November 20, 2000, the Offshore Fund entered into the Stock Purchase Agreement, dated as of November 20, 2000 ("Offshore Fund Purchase Agreement"), between the Issuer and the Offshore Fund (attached as Exhibit 3 hereto and incorporated herein by reference), to purchase, for a total purchase price of $691,002, 115,167 shares of Common Stock. The Offshore Fund purchased the shares of Common Stock, which were acquired by the Offshore Fund at the closing on November 28, 2000, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock.
On November 20, 2000, RFI entered into the Stock Purchase Agreement, dated as of November 20, 2000 ("RFI Purchase Agreement"), between the Issuer and RFI (attached as Exhibit 4 hereto and incorporated herein by reference), to purchase, for a total purchase price of $4,999,800, 833,300 shares of Common Stock. RFI purchased the shares of Common Stock, which were acquired by RFI at the closing on November 28, 2000, with its working capital. No part of the purchase price was or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock.

Item 4. Purpose of Transaction.
a) The shares of Common Stock deemed to be beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. The Funds may dispose of or acquire securities of the Issuer, including Common Stock, depending upon the position of the market, the Issuer and other factors.
d) The Reporting Persons retain the right to change their investment intent, to propose one or more possible transactions to the Issuer's board, to acquire additional shares of preferred stock or common stock from time to time or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them in any manner permitted by law. In the event of a material change in the present plans or intentions of the Reporting Persons, the Reporting Persons will amend this Schedule 13D to reflect such change.
Item 5. Interest in Securities of the Issuer.
(a) On November 28, 2000, the US Fund purchased 718,167 shares of Common Stock
(the "US Fund Common Stock"). Prior to November 28, 2000, the US Fund owned (x) 43,093 shares of Series 1-A Preferred Stock, which are convertible into 2,154,650 shares of Common Stock, subject to certain anti-dilution provisions (the "US Fund Series 1-A Conversion Shares"), (y) 64,637 shares of Series 2 Convertible Preferred Stock (the "US Fund Series 2 Preferred Stock"), which are convertible into 1,292,740 shares of Common Stock, subject to certain anti-dilution provisions (the "US Fund Series 2 Conversion Shares"), and (z) warrants to purchase up to 538,662 shares of Common Stock (the "US Fund Warrant Shares").
On November 28, 2000, the Offshore Fund purchased 115,167 shares of Common Stock (the "Offshore Fund Common Stock"). Prior to November 28, 2000, the Offshore Fund owned (x) 6,907 shares of Series 1-A Preferred Stock, which are convertible into 345,350 shares of Common Stock, subject to certain anti-dilution provisions (the "Offshore Fund Series 1-A Conversion Shares"), (y) 10,363 shares of Series 2 Convertible Preferred Stock (the "Offshore Fund Series 2 Preferred Stock"), which are convertible into 207,260 shares of Common Stock, subject to certain anti-dilution provisions (the "Offshore Fund Series 2 Conversion Shares"), and (z) warrants to purchase up to 86,338 shares of Common Stock (the "Offshore Fund Warrant Shares").
On November 28, 2000, Robert Fleming Inc. purchased 833,300 shares of Common Stock (the "RFI Common Stock").
Because of their relationship as affiliated entities, both Funds may be deemed to beneficially own the US Fund Common Stock, US Fund Series 1-A Conversion Shares, the US Fund Series 2 Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Common Stock, the Offshore Fund Series 1-A Conversion Shares, the Offshore Fund Series 2 Conversion Shares and the Offshore Fund Warrant Shares. As the general partner of both Funds, Fleming Partners may be deemed to beneficially own the US Fund Common Stock, the US Fund Series 1-A Conversion Shares, the US Fund Series 2 Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Common Stock, the Offshore Fund Series 1-A Conversion Shares, the Offshore Fund Series 2 Conversion Shares and the Offshore Fund Warrant Shares. As the general partner of Fleming Partners, Discovery may be deemed to beneficially own the US Fund Common Stock, the US Fund Series 1-A Conversion Shares, the US Fund Series 2 Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Common Stock, Offshore Fund Series 1-A Conversion Shares, the Offshore Fund Series 2 Conversion Shares and the Offshore Fund Warrant Shares. In addition to the direct ownership of the RFI Common Stock, as investment adviser to the Funds, controlling member of Discovery and the sole limited partner of Fleming Partners, RFI may be deemed to beneficially own the US Fund Common Stock, US Fund Series 1-A Conversion Shares, the US Fund Series 2 Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Common Stock, the Offshore Fund Series 1-A Conversion Shares, the Offshore Fund Series 2 Conversion Shares and the Offshore Fund Warrant Shares. RFI is 100% owned by Chase. Thus, as the parent of RFI, Chase may be deemed to beneficially own the RFI Common Stock, the US Fund Common Stock, the US Fund Series 1-A Conversion Shares, the US Fund Series 2 Conversion Shares, the US Fund Warrant Shares, the Offshore Fund Series 1-A Conversion Shares, the Offshore Fund Common Stock, the Offshore Fund Series 2 Conversion Shares and the Offshore Fund Warrant Shares.
As of November 28, 2000, each of the Funds, Fleming Partners and Discovery may be deemed to have owned beneficially 16.7% of the outstanding Common Stock, on an aggregated basis, which percentage is calculated based upon
(i) 28,052,317 (25,635,648 shares of Common Stock reported outstanding by the Issuer to the Reporting Persons as of October 25, 2000 and 2,416,669 shares issued pursuant to the Stock Purchase Agreements), (ii) the US Fund Common Stock

and the Offshore Fund Common Stock (833,334), (iii) the number of shares of Common Stock (2,500,000) issuable upon conversion of the US Fund Series 1-A Preferred Stock and Offshore Fund Series 1-A Preferred Stock, (iv) the number of shares of Common Stock (1,500,000) issuable upon conversion of the US Fund Series 2 Preferred Stock and Offshore Fund Series 2 Preferred Stock and (v) the number of shares of Common Stock (625,000) issuable upon exercise of the Warrants.
The percentage is calculated by dividing 5,458,334 (which is the sum of 833,334, 2,500,000, 1,500,000 and 625,000) by 32,677,317 (which is the sum of 2,500,000, 1,500,000, 625,000, 25,635,648 and 2,416,669).
As of November 28, 2000, each of RFI and Chase may be deemed to have owned beneficially 19.25% of the outstanding Common Stock, on an aggregated basis, which percentage is calculated based upon (i) 28,052,317 (25,635,648 shares of Common Stock reported outstanding by the Issuer to the Reporting Persons as of October 25, 2000 and 2,416,669 shares issued pursuant to the Stock Purchase Agreements, (ii) the US Fund Common Stock and the Offshore Fund Common Stock (833,334), (iii) the number of shares of Common Stock (2,500,000) issuable upon conversion of the US Fund Series 1-A Preferred Stock and Offshore Fund Series 1-A Preferred Stock, (iv) the number of shares of Common Stock (1,500,000) issuable upon conversion of the US Fund Series 2 Preferred Stock and Offshore Fund Series 2 Preferred Stock, (v) the number of shares of Common Stock (625,000) issuable upon exercise of the Warrants and (vi) the RFI Common Stock (833,300).
The percentage is calculated by dividing 6,291,634 (which is the sum of 833,334, 2,500,000, 1,500,000, 625,000 and 833,300) by 32,677,317 (which is the sum of 2,500,000, 1,500,000, 625,000, 25,635,648 and 2,416,669).
(b) The information required by this paragraph is reflected on Lines 7-10 of each Reporting Person's cover page, is incorporated herein by reference.
(c) None of the Reporting Persons has effected any transactions in the Common Stock during the last 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.
The Funds and RFI acquired their respective shares of Common Stock pursuant to the Stock Purchase Agreements dated as of November 20, 2000, and executed by the Funds and the Issuer.
Pursuant to the Registration Rights Agreement, dated as of November 28, 2000 (the "Registration Rights Agreement") (attached as Exhibit 5 hereto and incorporated herein by reference), the Issuer has agreed to file a shelf registration and has granted to the Funds and their permitted transferees certain registration rights with respect to the shares of Common Stock held by such stockholders.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Stock Purchase Agreement, dated as of November 20, 2000, between Impax Laboratories, Inc. and Fleming US Discovery Fund III, L.P.
Exhibit 3 - Stock Purchase Agreement, dated as of November 20, 2000, between Impax Laboratories, Inc. and Fleming US Discovery Offshore Fund III, L.P. (identical except as to Purchaser and incorporated by reference to Exhibit 2 above).
Exhibit 4 - Stock Purchase Agreement, dated as of November 20, 2000, between Impax Laboratories, Inc. and Robert Fleming Inc. (identical except as to Purchaser and incorporated by reference to Exhibit 2 above).
Exhibit 5 - Registration Rights Agreement, dated as of November 28, 2000, among Impax Laboratories, Inc. and certain stockholders signatories thereto.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.* DECEMBER 20, 2000
FLEMING US DISCOVERY FUND III, L.P.
 By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner

By: /s/ Robert L. Burr
    ------------------------------
    Robert L. Burr, Member	

FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
 By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner

By: /s/ Robert L. Burr
    --------------------------
    Robert L. Burr, Member	

FLEMING US DISCOVERY PARTNERS, L.P.
 By: Fleming US Discovery, LLC, its
general partner

By: /s/ Robert L. Burr
    ----------------------------------
    Robert L. Burr, Member	

FLEMING US DISCOVERY, LLC

By: /s/ Robert L. Burr
    ----------------------------------
    Robert L. Burr, Member	

ROBERT FLEMING INC.

By: /s/ Arthur A. Levy
    ----------------------------------
    Arthur A. Levy, Director	

THE CHASE MANHATTAN CORPORATION

By: /s/ Susan S. Spagnola
    ----------------------------------
      Susan S. Spagnola
       Assistant Corporate Secretary	

Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree to jointly file the Schedule 13D/A dated December 20, 2000 and any amendments thereto with respect to the beneficial ownership by each of the undersigned of shares of common stock of Impax Laboratories, Inc. Such joint filings may be executed by one or more of us on behalf of each of the undersigned.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Executed this day of December 20, 2000.
FLEMING US DISCOVERY FUND III, L.P.
 By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner

By: /s/ Robert L. Burr
    ------------------------------
    Robert L. Burr, Member	

FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
 By: Fleming US Discovery Partners, L.P.,
its general partner
By: Fleming US Discovery, LLC, its
general partner

By: /s/ Robert L. Burr
    --------------------------
    Robert L. Burr, Member	

FLEMING US DISCOVERY PARTNERS, L.P.
 By: Fleming US Discovery, LLC, its
general partner

By: /s/ Robert L. Burr
    ----------------------------------
    Robert L. Burr, Member	

FLEMING US DISCOVERY, LLC

By: /s/ Robert L. Burr
    ----------------------------------
    Robert L. Burr, Member	

ROBERT FLEMING INC.

By: /s/ Arthur A. Levy
    ----------------------------------
    Arthur A. Levy, Director	

THE CHASE MANHATTAN CORPORATION

By: /s/ Susan S. Spagnola
    ----------------------------------
   Susan S. Spagnola
   Assistant Corporate Secretary	

APPENDIX 1

 ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED
                 BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5

                                      PRINCIPAL BUSINESS AND OFFICE         PLACE OF
        REPORTING PERSON                       ADDRESS                    ORGANIZATION                PRINCIPAL BUSINESS
        ----------------                       -------                    ------------                ------------------
FLEMING US DISCOVERY FUND III, L.P.   320 Park Avenue, 11th Floor  Delaware limited partnership  to invest in securities with a view
("US FUND")                           New York, NY 10022                                         to long-term capital appreciation
FLEMING US DISCOVERY OFFSHORE FUND    c/o Bank of Bermuda, Ltd, 6  Bermuda limited partnership   to invest in securities with a view
III, L.P.                             Front St                                                   to long-term capital appreciation
("OFFSHORE FUND," WITH US FUNDS THE   Hamilton HM 11 Bermuda
"FUNDS")
FLEMING US DISCOVERY PARTNERS, L.P.   320 Park Avenue,             Delaware limited partnership   to act as the general partner of
("FLEMING PARTNERS")                  11th Floor                                                  the Funds
                                      New York, NY  10022
FLEMING US DISCOVERY, LLC             320 Park Avenue,             Delaware limited liability     to act as the sole general
                                      11th Floor                   company                        partner of Fleming Partners
                                      New York, NY 10022
ROBERT FLEMING INC.                   320 Park Avenue,             Delaware corporation           a registered investment adviser
                                      11th Floor                                                  and broker-dealer
                                      New York, NY 10022
THE CHASE MANHATTAN CORPORATION       270 Park Avenue,             Delaware corporation           a parent holding company
                                      New York, N.Y.  10017
OTHER
FLEMING US DISCOVERY INVESTMENT TRUST Fleming Investment Trust     United Kingdom Investment      an investment manager
                                      Management Limited           Trust
                                      10 Aldermanbury
                                      London EC2V 7RF
FLEMING US DISCOVERY                  Fleming Fund Management      A Societe Anonyme incorporated  an investment manager
FUND                                  (Luxembourg) S.a r.l         under the laws of the Grand
                                      European Bank & Business     Duchy of Luxembourg
                                      Center 6 route de Treves
                                      L-2633 Senningerberg
                                      Grand-Duchy of Luxembourg	

Appendix 2
INFORMATION ABOUT REPORTING PERSONS
REQUIRED BY ITEM 2
MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC
MANAGERS
 Robert Fleming Inc.
Robert L. Burr
Christopher M.V. Jones*
Eytan M. Shapiro*
Timothy R.V. Parton*
EXECUTIVE COMMITTEE
Arthur A. Levy
Iain O.S. Saunders
Jonathan K.L. Simon
Robert L. Burr
Christopher M.V. Jones
INVESTMENT COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Eytan M. Shapiro
Timothy R.V. Parton
* Eytan M. Shapiro, Christopher M.V. Jones and Timothy R.V. Parton are United Kingdom citizens. Robert L. Burr is a United States citizen. Their business address is 320 Park Avenue, 11th Floor, New York, New York 10022. The citizenship and business address, for each of the remaining persons listed above is contained in "Executive Officers and Directors of Robert Fleming
Inc."

EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT FLEMING INC.

Name:                           William Robert Maas
Citizenship:                    United States
Business Address:               The Chase Manhattan Corporation
                                270 Park Avenue
                                New York, N.Y.  10017
Title:                          Director
Name:                           Arthur A. Levy
Citizenship:                    United States
Business Address:               Robert Fleming Inc.
                                320 Park Avenue
                                New York, NY 10022
Title:                          Chairman and Director
Name:                           Christopher M.V. Jones
Citizenship:                    United Kingdom
Business Address:               Robert Fleming Inc.
                                320 Park Avenue
                                New York, NY 10022
Title:                          Director
Name:                           Larry A. Kimmel
Citizenship:                    United States
Business Address:               Robert Fleming Inc.
                                320 Park Avenue
                                New York, NY 10022
Title:                          President and Director
Name:                           Jonathan K.L. Simon
Citizenship:                    United Kingdom
Business Address:               Robert Fleming Inc.
                                320 Park Avenue
                                New York, NY 10022
Title:                          Director
Name:                           Leonard Lubrano
Citizenship:                    United States
Business Address:               Robert Fleming Inc.
                                320 Park Avenue
                                New York, NY 10022
Title:                          Chief Financial Officer and
                                   Senior Vice President
Name:                           Charlie Bridge
Citizenship:                    United Kingdom
Business Address:               Robert Fleming Securities
                                10 Aldermanbury
                                London  EC2V 7RF
Title:                          Director
Name:                           Eduardo Canet
Citizenship:                    United States
Business Address:               Robert Fleming Inc.
                                320 Park Avenue
                                New York, NY  10022
Title:                          Director	

* With the exception of William Maas and Charlie Bridge, the business address for each of the above persons is 320 Park Avenue, New York, N.Y. 10022.

THE CHASE MANHATTAN CORPORATION
EXECUTIVE OFFICERS
William B. Harrison Jr., Chairman and Chief Executive Officer* Geoffrey T. Boisi, Vice Chairman* David A. Coulter, Vice Chairman* Donald H. Layton, Vice Chairman* James B. Lee Jr., Vice Chairman* Denis J. O'Leary, Executive Vice President* Marc J. Shapiro, Vice Chairman* Jeffrey C. Walker, Senior Managing Director*
* Principal occupation is employee and/or officer of Chase. Business address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017.
** Each of the persons named below is a citizen of the United States of America.

                                   DIRECTORS**

--------------------------------------------- -----------------------------------------------------------------
           Hans W. Becherer                                            Chairman of the Board
                                                                      Chief Executive Officer
                                                                          Deere & Company
                                                                       One John Deere Place
                                                                         Moline, IL 61265
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
         Frank A. Bennack, Jr.                                 President and Chief Executive Officer
                                                                      The Hearst Corporation
                                                                         959 Eighth Avenue
                                                                       New York, N.Y. 10019
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
          Susan V. Berresford                                                President
                                                                        The Ford Foundation
                                                                        320 E. 43rd Street
                                                                       New York, N.Y. 10017
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
           M. Anthony Burns                              Chairman of the Board and Chief Executive Officer
                                                                        Ryder System, Inc.
                                                                       3600 N.W. 82nd Avenue
                                                                          Miami, FL 33196
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
          H. Laurence Fuller                                        The Primacy Business Center
                                                               1111 East Warrenville Road, Suite 257
                                                                       Naperville, IL 60563
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
           Melvin R. Goodes                                    Retired Chairman of the Board and CEO
                                                                      Warner-Lambert Company
                                                                          201 Tabor Road
                                                                     Morris Plains, N.J. 07950
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------	

         William H. Gray, III                                  President and Chief Executive Officer
                                                                       The College Fund/UNCF
                                                                 9860 Willow Oaks Corporate Drive
                                                                          P.O. Box 10444
                                                                      Fairfax, Virginia 22031
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
        William B. Harrison Jr.                                Chairman and Chief Executive Officer
                                                                  The Chase Manhattan Corporation
                                                                    270 Park Avenue, 8th Floor
                                                                     New York, N.Y. 10017-2070
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
            Harold S. Hook                                 Retired Chairman and Chief Executive Officer
                                                                   American General Corporation
                                                                        2929 Allen Parkway
                                                                         Houston, TX 77019
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
           Helene L. Kaplan                                                 Of Counsel
                                                             Skadden, Arps, Slate, Meagher & Flom LLP
                                                                   919 Third Avenue - Room 29-72
                                                                       New York, N.Y. 10022
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
           Henry B. Schacht                                         Director and Senior Advisor
                                                                  E.M. Warburg, Pincus & Co., LLC
                                                                 466 Lexington Avenue, 10th Floor
                                                                       New York, N.Y. 10017
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
           Andrew C. Sigler                          Retired Chairman of the Board and Chief Executive Officer
                                                                Champion International Corporation
                                                                        One Champion Plaza
                                                                        Stamford, CT 06921
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
           John R. Stafford                               Chairman, President and Chief Executive Officer
                                                                American Home Products Corporation
                                                                        Five Giralda Farms
                                                                        Madison, N.J. 07940
--------------------------------------------- -----------------------------------------------------------------
--------------------------------------------- -----------------------------------------------------------------
         Marina v. N. Whitman                         Professor of Business Administration and Public Policy
                                                                    The University of Michigan
                                                                      School of Public Policy
                                                                 411 Lorch Hall, 611 Tappan Street
                                                                     Ann Arbor, MI 48109-1220
--------------------------------------------- -----------------------------------------------------------------	

STOCK PURCHASE AGREEMENT
DATED
NOVEMBER 20, 2000
BETWEEN
IMPAX LABORATORIES, INC.
AND
PURCHASER

                          TABLE OF CONTENTS
                                                                    PAGE
                                                                    ----

SECTION 1.  Sale and Purchase of Common Stock........................1
SECTION 2.  Closings. ...............................................1
SECTION 3.  Definitions. ............................................2
SECTION 4.  Representations and Warranties of the Company............8
SECTION 5.  Representations and Warranties of the Purchaser.........17
SECTION 6.  Restrictions On Transfer................................18
SECTION 7.  Negative Covenants......................................19
SECTION 8.  Conditions to Purchaser's Obligations...................20
SECTION 9.  Breach of Representations, Warranties and Covenants.....21
SECTION 11.  Termination22
SECTION 12.  Specific Performance...................................22
SECTION 13.  Expenses   23
SECTION 15.  Amendments and Waivers.................................23
SECTION 17.  Notices23
SECTION 18.  Miscellaneous..........................................24	

i

This STOCK PURCHASE AGREEMENT is dated as of November 20, 2000 between Impax Laboratories, Inc., a Delaware corporation (the "COMPANY"), and the Purchaser listed on the signature page of this Agreement (the "PURCHASER").
W I T N E S S E T H :
WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, shares of the Company's common stock, par value $.01 per share (the "COMMON STOCK"), upon the terms and provisions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Sale and Purchase of Common Stock
(a) The Company agrees to sell to the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchaser agrees to purchase from the Company at the Closing provided for in
Section 2 hereof, the number of shares of Common Stock set forth opposite the Purchaser's name on Schedule 1 hereto. The shares of Common Stock being acquired under this Agreement and by the other Purchasers under the other Stock Purchase Agreements (as hereinafter defined) are collectively referred to herein as the "SHARES."
(b) The aggregate purchase price to be paid to the Company by the Purchaser for the Shares to be purchased by the Purchaser pursuant to this Agreement shall be the amount set forth opposite the Purchaser's name on Schedule 1 hereto. No further payment shall be required from the Purchaser for the Shares.
(c) The Shares are being sold to the purchasers listed on Schedule 1 hereto (the "PURCHASERS") pursuant to this Agreement and the other Common Stock Purchase Agreements (such agreements collectively, as from time to time assigned, supplemented or amended or as the terms thereof may be waived, the "STOCK PURCHASE AGREEMENTS"). Each Stock Purchase Agreement shall be dated the date hereof and shall be identical except as to the identities of the respective Purchasers. The sale of Shares to each Purchaser under each Stock Purchase Agreement is to be a separate sale, and no Purchaser shall have any liability under any Stock Purchase Agreement other than the Stock Purchase Agreement to which it is a party.
(d) The Company will use the net proceeds to be received from the sale of the Shares primarily to fund product development work on the Company's existing product pipeline as well as general working capital needs.
SECTION 2. Closings.
(a) Subject to the terms and conditions hereof, the closing of the purchase and sale of the Shares to be purchased by the Purchaser and the other Purchasers will take place at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York at 10:00 A.M., New York City time on November 28, 2000, or such other time and date as shall be mutually agreed to by the Company and the Purchasers (the "CLOSING") (such time and date are herein referred to as the "CLOSING DATE").
1

(b) Subject to the terms and conditions hereof, at the Closing (i) the Company will deliver to each Purchaser a certificate registered in the Purchaser's name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Shares set forth opposite the Purchaser's name on Schedule 1, together with the other documents, certificates and opinions to be delivered pursuant to Section 8 hereof and (ii) upon the Purchaser's receipt thereof, the Purchaser will deliver to the Company by wire transfer of federal or other immediately available funds an amount equal to the aggregate purchase price (as specified in Section 1(b) hereof) for the Shares to be purchased by the Purchaser.
SECTION 3. Definitions.
(a) For purposes of this Agreement, the following definitions shall apply (such definitions to be equally applicable to both the singular and plural forms of the terms defined):
"ACCREDITED INVESTOR" has the meaning set forth in Regulation D promulgated under the Securities Act.
"AFFILIATE," when used with respect to any Person, means (i) if such Person is a corporation, any officer or director thereof and any Person that is, directly or indirectly, the beneficial owner (by itself or as part of any group) of more than five percent (5%) of any class of any equity security (within the meaning of the Securities Exchange Act) thereof, and, if such beneficial owner is a partnership, any general partner thereof, or if such beneficial owner is a corporation, any Person controlling, controlled by or under common control with such beneficial owner, or any officer or director of such beneficial owner or of any corporation occupying any such control relationship, (ii) if such Person is a partnership, any general or limited partner thereof and (iii) any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by" and "under common control with"), with respect to any Person, shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. The holding of Shares and the rights under any Stock Purchase Agreement or the Registration Rights Agreement (or the exercise of any such rights, including, without limitation, nominating a director to the Board (or a Board committee) of the Company and or sending an observer to a Board (or Board committee) meetings of the Company), shall not cause a Purchaser to be deemed to be an "Affiliate" of the Company.
"AGREEMENT" means this Stock Purchase Agreement (together with exhibits and schedules) as from time to time assigned, supplemented or amended or as the terms hereof may be waived.
2

"BENEFIT PLAN" means any Plan, existing at the Closing, established or to which contributions have at any time been made by the Company (or any predecessor thereto or any ERISA Affiliate thereof), or under which any employee, former employee or director of the Company or any beneficiary thereof is covered, is eligible for coverage or has benefit rights, or pursuant to which the Company (or any predecessor thereto or any ERISA Affiliate thereof) has or may have any liability.
"BOARD" or "BOARD OF DIRECTORS" means with respect to any Person that is a corporation, a business trust or other entity, the board of directors or other group, however, designated, which is charged with legal responsibility for the management of such Person, or any committee of such board of directors or group, however designated, which is authorized to exercise the power of such board or group in respect of the matter in question.
"CLOSING" has the meaning set forth in Section 2(a) hereof.
"CLOSING DATE" has the meaning set forth in Section 2(a) hereof.
"CODE" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and interpretations thereunder.
"COMMISSION" means the U.S. Securities and Exchange Commission and any other similar or successor agency of the federal government administering the Securities Act or the Securities Exchange Act.
"COMMON STOCK" means the Company's common stock, par value $.01 per share, and shall also include any common stock of the Company hereafter authorized and any capital stock of the Company of any other class hereafter authorized that is not preferred as to dividends or assets over any other class of capital stock of the Company or that has ordinary voting power for the election of directors of the Company.
"COMPANY" means Impax Laboratories, Inc., a Delaware corporation, its successors and assigns.
"DISCLOSURE MATERIAL" has the meaning specified in Section 4.5(a) hereof.
"ENVIRONMENTAL LAWS" means any federal, state, local, foreign, civil and criminal laws, statutes, ordinances, orders, codes, Environmental Permits, rules, policies, and regulations and common law relating to the protection of the environment and human health or relating to the handling, use, generation, treatment, storage, transportation or disposal of Hazardous Materials, including but not limited to the Resource Conservation and Recovery Act of 1976, 42 U.S.C.ss. 6901 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C.ss. 2601 ET SEQ.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 ET SEQ .; the Federal Water Pollution Control Act, 33 U.S.C.ss. 1251 ET SEQ.; the Clean Air Act, 42 U.S.C.ss. 7401 ET SEQ.; the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 ET SEQ.; The Occupational Safety and Health Act, 29 U.S.C.ss. 651; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136y ET SEQ.; and the Oil Pollution Act of 1990, 33 U.S.C.ss. 2701 ET SEQ., all as may be amended or superseded from time to time.
3

"ENVIRONMENTAL LIEN" has the meaning set forth in Section 4.14 hereof.
"ENVIRONMENTAL PERMITS" means any permits, licenses, approvals, authorizations or consents required by any Governmental Authority under any applicable Environmental Law and includes any and all orders, consent orders or binding agreements issued or entered into by a Governmental Authority under any applicable Environmental Law.
"ERISA" means Employee Retirement Income Security Act of 1974, as amended and all regulations promulgated thereunder, as in effect from time to time.
"ERISA AFFILIATE" means each "person" (as defined in Section 3(9) of ERISA) that is under "common control" with the Company (within the meaning of Section 414(b), (c), (m) or (o) of the Code).
"GAAP" means U.S. generally accepted accounting principles, as in effect for the relevant time or for the relevant period, consistently applied.
"GOVERNMENTAL AUTHORITY" means any federal, state, or local governmental agency or authority (including regulatory authority) having jurisdiction over the Company or any of its respective assets or businesses.
"HAZARDOUS MATERIALS" means any petroleum, petroleum hydrocarbons, petroleum waste or petroleum products, underground storage tanks, asbestos or asbestos-containing materials, pesticides, lead and lead-containing materials, urea formaldehyde insulation and polychlorinated biphenyls (PCBs), ionizing and non-ionizing radiation including radon and electromagnetic frequency radiation; and any chemicals, materials, substances or wastes in any amount or concentration that are now or hereafter "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants" or words of similar import, under any applicable Environmental Law.
"LIEN" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, or preference, priority or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing, any assignment or other conveyance of any right to receive income and any assignment of receivables with recourse against the assignor), any filing of a financing statement as debtor under the Uniform Commercial Code or any similar statute and any agreement to give or make any of the foregoing; provided that the term "Lien" shall not include Permitted Liens.
"OUTSTANDING" or "OUTSTANDING" means (a) when used with reference to the Shares as of a particular time, all Shares theretofore duly issued except (i) Shares theretofore reported as lost, stolen, mutilated or destroyed or surrendered for transfer, exchange or replacement, in respect of which new or replacement Shares have been issued by the
4

Company, (ii) Shares theretofore canceled by the Company and (iii) Shares registered in the name of, as well as Shares owned beneficially by, the Company, or any of its Affiliates. For purposes of the preceding sentence, in no event shall "Affiliates" include (x) the persons that are identified as "Purchasers" on Schedule 1 hereto or (y) any Affiliates of any such persons.
"PENSION PLAN" means any "employee pension benefit plan" as defined in Section 3(2) of ERISA.
"PERMITTED LIEN " means (i) any Lien for Taxes, governmental charges or levies not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any imperfections of title, easements, rights of way or similar Liens, zoning laws or land use restrictions as normally exist with respect to property similar in character to the property affected thereby and that individually or in the aggregate with other such Liens, zoning laws or land use restrictions do not materially impair the value or marketability of the property subject to such Liens, zoning laws or land use restrictions or interfere with the use of such property in the conduct of the business of the Company and that do not secure obligations for money borrowed, (iii) Liens imposed by any law, such as mechanic's, materialman's, landlord's, warehouseman's and carrier's Liens, securing obligations incurred in the ordinary course of business that are not yet overdue or that are being diligently contested in good faith by appropriate proceedings and, with respect to such obligations that are being contested, for which the Company has set aside adequate reserves, if appropriate and (iv) any Lien resulting from purchase by the Company of goods in the ordinary course of business as to which Liens are not filed of record.
"PERSON" or "PERSON" means any individual, corporation, partnership, limited liability company, firm, association, joint venture, trust, unincorporated organization, government, governmental body, agency, political subdivision or other entity.
"PLAN" means any bonus, compensation, incentive compensation, deferred compensation, pension, profit sharing, retirement, savings, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen's compensation or other insurance, severance, employment, consulting, noncompetition, separation or other employee benefit plan, program, agreement, practice, policy or arrangement of any kind, whether written or oral, or whether for the benefit of a single individual or more than one individual including, but not limited to, any "employee benefit plan" within the meaning of Section 3(3) of ERISA.
"PREFERRED STOCK" means any class of the capital stock of a corporation (whether or not convertible into any other class of such capital stock) that has any right, whether absolute or contingent, to receive dividends or other distributions of the assets of such corporation (including, without limitation, amounts payable in the event of the voluntary or involuntary liquidation, dissolution or winding-up of such corporation), which right is superior to the rights of another class of the capital stock of such corporation. "Preferred Stock" includes,
5

without limitation, the Series 1 Preferred Stock and the Series 2 Preferred Stock of the Company.
"PURCHASER" means the person who accepts and agrees to the terms hereof as indicated by such person's signature (as "the undersigned Purchaser") on the execution page of this Agreement, together with its successors and assigns.
"PURCHASER HOLDERS" means (i) each Purchaser, (ii) any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of a Purchaser to which any Purchaser may transfer record and/or beneficial ownership of any shares of the Shares and (iii) any transferee of Shares from a Purchaser Holder other than a transferee of Shares sold in either a public offering pursuant to a registration statement under the Securities Act or pursuant to a Rule 144 Transaction. The transferor and the transferee shall notify the Company in writing as to the transferee's status as a Purchaser Holder in accordance with this definition, and shall notify the Company if such transferee ceases to be a Purchaser Holder.
"PURCHASERS" has the meaning set forth in Section 1(c) hereof, together with their respective successors and assigns.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement, dated as of the Closing Date, among the Company and each of the Purchasers.
"RULE 144" means (i) Rule 144 under the Securities Act as such Rule is in effect from time to time and (ii) any successor rule, regulation or law, as in effect from time to time.
"RULE 144 TRANSACTION" means a transfer of Shares (A) complying with Rule 144 as such Rule is in effect on the date of such transfer (but not including a sale other than pursuant to "brokers" transactions" as defined in clauses (1) and (2) of paragraph (g) of such Rule as in effect on the date hereof) and (B) occurring at a time when Shares are registered pursuant to Section 12 of the Securities Exchange Act.
"SEC REPORTS" has the meaning set forth in Section 4.17 hereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules, regulations and interpretations thereunder.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules, regulations and interpretations thereunder.
"SERIES 1 CERTIFICATE OF DESIGNATIONS" means the Certificate of Designations of the Series 1 Preferred Stock.
"SERIES 1 PREFERRED STOCK" means, collectively, the Series 1-A Mandatorily Redeemable Convertible Preferred Stock, par value $.01 per share and the Series 1-B Mandatorily Redeemable Convertible Preferred Stock, par value $.01 per share.
6

"SERIES 2 CERTIFICATE OF DESIGNATIONS" means the Certificate of Designations of the Series 2 Preferred Stock.
"SERIES 2 PREFERRED STOCK" means the Company's Series 2 Mandatorily Redeemable Convertible Preferred Stock, par value $.01 per share.
"SHARES" has the meaning set forth in Section 1(a) hereof. In the event that any Shares are sold either in a public offering pursuant to a registration statement under Section 5 of the Securities Act or pursuant to a Rule 144 Transaction, then the transferees of such Shares shall not be entitled to any benefits under this Agreement with respect to such Shares and such Shares shall no longer be considered to be "Shares" for purposes of any consent or waiver provision of this Agreement.
"STOCK PURCHASE AGREEMENTS" has the meaning set forth in Section 1(c) hereof.
"SUBSIDIARY", with respect to any Person, means any corporation, association or other entity of which more than 50% of the total voting power of shares of stock or other equity interests (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is, at the time as of which any determination is being made, owned or controlled, directly or indirectly, by such Person or one or more of its Subsidiaries, or both.
"TAX" or "TAXES" means all federal, state, local or foreign net or gross income, gross receipts, net proceeds, sales, use, AD VALOREM, value added, franchise, bank shares, withholding, payroll, employment, excise, property, alternative or add-on minimum, environmental or other taxes, assessments, duties, fees, levies or other governmental charges of any nature whatsoever, whether disputed or not, together with any interest, penalties, additions to tax or additional amounts with respect thereto.
"TAX RETURNS" means any returns, reports or statements (including any information returns) required to be filed for purposes of a particular Tax.
"TAXING AUTHORITY" means any governmental agency, board, bureau, body, department or authority of any United States federal, state or local jurisdiction, or any foreign jurisdiction, having or purporting to exercise jurisdiction with respect to any Tax.
"TRANSFEREES" shall mean any transferee (except for a Purchaser Holder) of Shares from a Purchaser Holder. Transferees shall not include a transferee of Shares sold in either a public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to Rule 144 under the Securities Act.
(b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision;
7

(ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (except as otherwise provided herein);
(iii) all computations provided for herein, if any, shall be made in accordance with GAAP (except as otherwise provided herein);
(iv) any uses of the masculine, feminine or neuter gender shall also be deemed to include any other gender, as appropriate;
(v) all references herein to actions by the Company, such as "create," "sell," "transfer," "dispose of," etc., mean such action whether voluntary or involuntary, by operation of law or otherwise;
(vi) the exhibits and schedules to this Agreement shall be deemed a part of this Agreement;
(vii) each of the representations and warranties of the Company contained in Section 4 hereof is separate and is not limited, qualified or modified by the existence, wording or satisfaction of any other representation or warranty of the Company in Section 4 or otherwise;
(viii) all references herein (in covenants or otherwise) to any action(s) that are to be taken (or that are prohibited from being taken) by any Person or the Company shall apply to such Person or the Company, as the case may be, whether such action is taken directly or indirectly.
SECTION 4. Representations and Warranties of the Company.
4.1. CORPORATE EXISTENCE, POWER AND AUTHORITY.
The Company represents and warrants to the Purchaser as follows as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedule attached hereto as Exhibit A:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified, licensed or authorized as a foreign corporation to do business and is in good standing under the laws of each jurisdiction in which it owns or leases any property or in which the conduct of its business requires it to so qualify or be so qualified, licensed or authorized except for such jurisdictions where the failure to be so qualified, licensed or authorized would not have a material adverse effect on the Company's assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects.
(b) The Company has all requisite power, authority (corporate and other) and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under (i) the Stock Purchase Agreements, including, without limitation, the issuance by the Company of the Shares as contemplated herein and (ii) the Registration Rights Agreement. The execution, delivery and performance of the Stock Purchase Agreements and the Registration Rights Agreement by the Company (including, without limitation, the
8

issuance by the Company of the Shares) have been duly authorized by all required corporate and other actions. The Company has duly executed and delivered the Stock Purchase Agreements and the Registration Rights Agreement. The Stock Purchase Agreements and the Registration Rights Agreement constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally and to general principles of equity.
(c) No proceeding has been commenced looking toward the dissolution or merger of the Company or the amendment of its certificate of incorporation. The Company is not in violation in any respect of its certificate of incorporation or bylaws.
(d) The Company has all requisite power, authority (corporate and other) and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its business as now being and is proposed to be conducted.
4.2. CAPITAL STOCK.
(a) Schedule A1 hereto correctly and completely lists (i) the authorized capital stock of the Company (Common Stock and Preferred Stock), (ii) the number of designated shares of Preferred Stock in each series or class thereof and (iii) on November o, 2000, after giving effect to the issuance of Shares contemplated by the Stock Purchase Agreements, the number of shares outstanding in each series or class thereof. All of such outstanding shares are, or on the Closing Date will be, duly authorized, validly issued and outstanding, fully paid and non-assessable and all such outstanding shares shares of Common Stock are validly listed for trading on the NASDAQ National Market. Except as provided in the Series 1 Certificate of Designations and the Series 2 Certificate of Designations, none of the shares of the Company's capital stock that will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock.
(b) Schedule A2 hereto correctly and completely lists the number and purpose for which such shares of the Company's Common Stock are reserved for issuance by the Company.
(c) Except as referred to in Section 4.2(b), there are no outstanding options, warrants, subscriptions, rights, convertible securities or other agreements or plans under which the Company may become obligated to issue, sell or transfer shares of its capital stock or other securities.
(d) Except as set forth on Schedule A3 hereto and except for the registration rights contained in the Registration Rights Agreement, there are and will be no outstanding registration rights with respect to any capital stock of the Company, which (in either case) will be outstanding on the Closing Date, or any capital stock referred to in Section 4.2(b) or 4.2(c).
9

(e) There are no voting agreements, voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of the Company of which the Company is a party, except as provided in the Series 1 Certificate of Designations and the Series 2 Certificate of Designations and Schedule A4 hereto.
(f) Except as set forth in Schedule A5 hereto, there are no anti-dilution protections or other adjustment provisions in existence with respect to any capital stock of the Company or any capital stock referred to in
Section 4.2(b) or 4.2(c).
4.3. SUBSIDIARIES.
The Company has no Subsidiaries.
4.4. NO DEFAULTS OR CONFLICTS.
(a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s).
(b) The execution, delivery and performance by the Company of the Stock Purchase Agreements and the Registration Rights Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares as contemplated herein and therein) do not and will not
(i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties,
(ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval) or (iv) cause anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause
(i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company or the ability of the Company to perform its obligations under the Stock Purchase Agreements and the Registration Rights Agreement or any of the transactions contemplated hereby or thereby.
4.5. DISCLOSURE MATERIALS; OTHER INFORMATION.
(a) The Company has previously furnished to the Purchaser the materials described on Schedule A6 hereto (the "DISCLOSURE MATERIAL"). The audited and unaudited financial statements referred to or contained in the materials referred to on Schedule A6 fairly present the financial condition of the Company as of the respective dates thereof and the results of the operations of the Company for such periods and have been prepared in accordance with GAAP, except that any such unaudited statements may omit notes and may be subject to year-end adjustment.
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(b) the Disclosure Material does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.
(c) Since September 30, 2000, (i) the business of the Company has been conducted in the ordinary course and (ii) there has been no material adverse change in the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company. As of the Closing Date and as of the date hereof, there are no material liabilities of the Company that would be required to be provided for in a balance sheet of the Company as of either such date prepared in accordance with GAAP, other than liabilities provided for in the financial statements referred to in Section 4.5(a).
(d) Since October 27, 2000, there has been no change or amendment to the certificate of incorporation or bylaws or other organizational documents of the Company.
(e) There are no material liabilities, contingent or otherwise, of the Company that have not been disclosed in the financial statements referred to in Section 4.5(a) or otherwise disclosed in the Disclosure Material.
(f) There is no fact known to the Company that is not in the Disclosure Material and that materially and adversely affects, or in the future would be reasonably likely (as far as the Company currently can reasonably foresee) to materially and adversely affect, the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company.
4.6. LITIGATION.
Other than as set forth in the Disclosure Material, there is no action, suit, proceeding, investigation or claim pending or, to the knowledge of the Company, threatened in law, equity or otherwise before any court, administrative agency or arbitrator that (i) questions the validity of the Stock Purchase Agreements, the Registration Rights Agreement or the Shares or (ii) might result in a material adverse change in the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company.
4.7. TAXES.
The Company has duly and timely filed all Tax Returns required to be filed by it, and each such Tax Return correctly and completely reflects the Tax liability and all other information required to be reported thereon. The Company has paid or caused to be paid all Taxes (whether or not reflected on such Tax Returns) that are due and payable. The provision for Taxes due by the Company in the most recent financial statement included in the Disclosure Material is sufficient for all unpaid Taxes, being current Taxes not yet due and payable, of the Company, as of the end of the period covered by such financial statement, and as of the Closing Date, such provision, as adjusted for the passage of time through such date, will be sufficient for the then accrued and unpaid Taxes not yet due and payable of the Company. No Tax Returns of the Company have ever been audited by any Taxing Authority, there is no dispute concerning any Tax liability of the Company either threatened, claimed or raised by any Taxing
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Authority, and the Company does not expect any Taxing Authority to assess additional Taxes against or in respect of it for any past period. The Company has withheld and paid, or, if not yet due for payment, set aside in accounts for such purposes, all Taxes required to have been withheld in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party. Other than stamp taxes, the Company has no liability for Taxes of any Person other than the Company (i) as a transferee or successor, (ii) by contract, or (iii) otherwise. There are no applicable Taxes payable by the Company in connection with the execution and delivery of the Stock Purchase Agreements or the Registration Rights Agreement or the issuance by the Company of the Shares.
4.8 ERISA.
(a) Each Benefit Plan has at all times been maintained and administered in all material respects in accordance with its terms and with the requirements of all applicable law, including ERISA and the Code.
(b) Each Benefit Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust that forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code, and each such Benefit Plan has received a favorable determination letter with respect to such qualified status and nothing, to the best knowledge of the Company, has occurred that could reasonably be expected to cause such qualified status to change.
(c) No Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of section 302 of ERISA or section 412 of the Code, and the "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA.
(d) No "reportable event" (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of said section 4043 for which notice is not waived under the regulations issued pursuant to said Section 4043.
(e) No Benefit Plan is a multiemployer plan within the meaning of section 3(37) of ERISA.
(f) No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any ERISA Affiliate under Title IV or section 302 of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate.
(g) Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA.
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(h) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement or section 412 of the Code.
(i) No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment, and the transactions contemplated by the Agreement will not result in the payment by the Company to any person of an "excess parachute payment" within the meaning of Section 280G of the Code, or any other payment which is not deductible for federal income tax purposes under the Code.
(k) No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim that could reasonably be expected to result in an immaterial liability or expense to the Company) has been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, action or other litigation.
(l) All contributions to Benefit Plans that were required to be made by the Company or an ERISA Affiliate under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles, and the Company or any ERISA Affiliate has performed all material obligations required to be performed under all Benefit Plans.
(m) The execution, delivery and performance of the Stock Purchase Agreements and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Purchaser of the Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Benefit Plan.
(n) The Company has been in material compliance with all laws, regulations and rulings regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters.
4.9 LEGAL COMPLIANCE.
(a) The Company's manufacturing, distribution and marketing practices are in compliance in all material respects with all applicable laws, rules, regulations, orders, licenses, judgments, writs, injunctions, decrees or demands, including, without limitation, laws and regulations administered by the Food and Drug Administration ("FDA") and the Drug Enforcement Administration ("DEA").
(b) The Company possesses all material FDA new drug applications, abbreviated new drug applications, and new animal drug applications as are necessary for the conduct of its business as now being conducted.
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(c) Other than the May 25, 1993 "Richlyn Order," there are no adverse orders, judgments, writs, injunctions, decrees, or demands of any court or administrative body, domestic or foreign, or of any governmental agency or instrumentality, domestic or foreign, outstanding against the Company.
(d) The Company has not and will not use the services of any person debarred under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. ss. 335(a)(b). None of the Company's officers or employees has been convicted of a felony under federal law for conduct relating to the development, approval or regulation of any product subject to the Federal Food, Drug, and Cosmetic Act or the Controlled Substances Act.
4.10. OUTSTANDING SECURITIES.
All securities (as defined in the Securities Act) of the Company have been offered, issued, sold and delivered in compliance with, or pursuant to exemptions from, all applicable federal and state laws, and the rules and regulations of federal and state regulatory bodies governing the offering, issuance, sale and delivery of securities.
4.11. PERMITS, LICENSES AND APPROVALS; INTELLECTUAL PROPERTY

AND OTHER RIGHTS.
The Company owns or possesses and holds free from material conflicts with the rights of others all franchises, licenses, permits, consents, approvals and other authority (governmental or otherwise), patents, patent rights, trademarks, trademark rights, trade names, trade name rights and copyrights, and all rights and privileges with respect to any of the foregoing, as are necessary for the conduct of its business as now being conducted and as currently proposed to be conducted; PROVIDED that, no such representation is made with respect to government franchises, licenses, permits, consents, approvals or other authority which may be required with respect to the Company's business as proposed to be conducted. The Company is not in default in any material respect under any of such franchises, licenses, permits, consents, approvals or other authority. The rights of (and use by) the Company with respect to such or any other patents, patent rights, trademarks, trademark rights, trade names, trade name rights or copyrights do not conflict with or infringe any rights of others in a manner that might materially and adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company, and no such claim of conflict or infringement has been asserted by any Person.
4.12. KEY EMPLOYEES.
The Company has good relationships with its employees and has not had and does not expect any material labor problems. The Company has no knowledge as to any intentions of any key employee or any group of employees to leave the employ of the Company. The employees of the Company are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company.
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4.13. SUPPLIERS AND CUSTOMERS.
(a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply.
(b) The Company has no knowledge that the customer base of the Company might materially decrease.
4.14. ENVIRONMENTAL COMPLIANCE.
(a) There is no Hazardous Material on, about, under or in, any property, real or personal, in which the Company has any interest in an amount or concentration that could constitute a violation that would result in a liability in excess of $100,000 or otherwise result in a liability in excess of $100,000 to the Company under any applicable Environmental Law.
(b) There is no (and has not been any) off-site use, handling, storage or disposal or on-site use, handling, storage or disposal of Hazardous Material at or from any locations currently or formerly owned, leased, operated or occupied by the Company as a result of which use, handling, storage or disposal there would exist a risk that the Company could incur a material liability or obligation under any applicable Environmental Law.
(c) The Company has not received any verbal or written notice, citation, subpoena, summons, complaint or other correspondence or communication from any person with respect to the presence of any non-indigenous Hazardous Material upon, into, beneath, or emanating from or affecting any of the real property (including improvements) currently or formerly owned or occupied by the Company that could result in a liability to the Company in excess of $100,000.
(d) There has been no intentional or unintentional, gradual or sudden, release, disposal or discharge by the Company or, to the Company's knowledge, by others, upon, into or beneath the real property (including improvements) currently or formerly owned or occupied by the Company that has caused or is causing soil or groundwater contamination that, under applicable Environmental Laws could require investigation or remediation or could otherwise create a material liability or obligation on the part of the Company.
(e) The Company is in material compliance with all applicable Environmental Laws and the terms and conditions of all Environmental Permits.
(f) To the best knowledge of the Company after reasonable inquiry, there are no Liens arising under or pursuant to any Environmental Law ("ENVIRONMENTAL LIENS") relating to any real property (including improvements thereon) currently owned by the Company.
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(g) There are no (i) underground storage tanks, (ii) polychlorinated biphenyl containing equipment or (iii) asbestos-containing materials at any site currently owned, operated or leased by the Company, except in compliance with all applicable Environmental Laws.
4.15. NO BURDENSOME AGREEMENTS.
To the best of the knowledge of the Company, other than this Agreement and the related documents, the Company is not a party to any contract or agreement with any Affiliate of the Company, the terms of which are less favorable to the Company than those that might have been obtained, at the time such contract or agreement was entered into, from a person who was not such an Affiliate.
4.16. OFFERING OF SHARES.
None of the Company, nor to the knowledge of the Company, any agent or any other person acting on its behalf, directly or indirectly, (i) offered any of the Shares or any similar security of the Company (A) by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or (B) for sale to or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any person other than the Purchasers and not more than a limited number of other institutional investors each of which the Company reasonably believed was an "accredited investor" within the meaning of Regulation D under the Securities Act or (ii) has done or caused to be done (or has omitted to do or to cause to be done) any act, which act (or which omission) would result in bringing the issuance or sale of the Shares within the provisions of Section 5 of the Securities Act or the filing, notification or reporting provisions of any "blue sky" or securities laws of any state or other jurisdiction.
4.17. SEC

(a) The Company has filed all proxy statements, reports and other documents required to be filed by it under the Securities Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, (ii) its Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 and (iii) its Current Reports on Form 8-K dated May 16, 2000 and August 24, 2000 filed by the Company (collectively, the "SEC REPORTS"). Each SEC Report was in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) The Company is eligible to register securities for offer and sale on Form S-3 under the Securities Act.
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4.18. USE OF PROCEEDS.
The Company will use the net proceeds to be received from the sale of the Shares primarily to fund product development work on the Company's existing product pipeline as well as general working capital needs. No portion of such proceeds will be used for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying, within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time, any "margin stock" as defined in said Regulation U, or any "margin stock" as defined in Regulation G of the Board of Governors of the Federal Reserve System, as amended from time to time, or for the purpose of purchasing, carrying or trading in securities within the meaning of Regulation T of the Board of Governors of the Federal Reserve System, as amended from time to time, or for the purpose of reducing or retiring any indebtedness that both (i) was originally incurred to purchase any such margin stock or other securities and
(ii) was directly or indirectly secured by such margin stock or other securities. None of the assets of the Company includes any such "margin stock." The Company has no present intention of acquiring any such "margin stock."
4.19. OTHER NAMES.
Except for "Global Pharmaceutical Corporation" and "Impax Pharmaceuticals, Inc.," the businesses previously or presently conducted by the Company have not been conducted under any corporate, trade or fictitious name.
4.20. BROKERS.
Except for First Union Securities, Inc., no broker, finder or investment banker or other party is entitled to any brokerage, finder's or other similar fee or commission in connection with any Stock Purchase Agreement or the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, based upon arrangements made by or on behalf of the Company or any of its Affiliates.
SECTION 5. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company as follows:
5.1. CORPORATE POWER AND AUTHORITY.
The Purchaser has all requisite power, authority and legal right to execute, deliver, enter into, consummate the transactions contemplated by and perform its obligations under this Agreement and the Registration Rights Agreement. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Purchaser have been duly authorized by all required corporate and other actions. The Purchaser has duly executed and delivered this Agreement and the Registration Rights Agreement, and this Agreement and the Registration Rights Agreement constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally.
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5.2. INVESTMENT INTENT.
The Purchaser is capable of evaluating the risk of its investment in the Shares being purchased by it and the Purchaser and any account for which the Purchaser is acting is able to bear the economic risk of such investment. The Purchaser has had the opportunity to request and receive all information deemed necessary by it to evaluate an investment in the Company. The Purchaser is purchasing the Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws. The Purchaser acknowledges that the Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act. It is understood that the disposition of the Purchaser's property shall at all times be within the Purchaser's control. If the Purchaser should in the future decide to dispose of any of its Shares it is understood that it may do so only in compliance with the Securities Act, applicable securities laws and this Agreement. The Purchaser and each account for which it is acting is an Accredited Investor. If domiciled in the United States, Purchaser's domicile is in the state indicated on Schedule 1 hereto.
5.3 NO GENERAL SOLICITATION. The Purchaser acknowledges that it has not received nor is it aware of any general solicitation or general advertising of the Shares, including without limitation, (a) any communication published in any newspaper or magazine or broadcast over television or radio or (b) any seminar or meeting to which people were invited by means of a general solicitation or general advertising.
5.4. BROKERS.
No broker, finder or investment banker or other party is entitled to any brokerage, finder's or other similar fee or commission in connection with any Stock Purchase Agreement or the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, based upon arrangements made by or on behalf of the Purchaser or any of its Affiliates.
SECTION 6. Restrictions On Transfer
(a) The Purchaser agrees that it will not sell or otherwise dispose of any Shares unless such Shares have been registered under the Securities Act and, to the extent required, under any applicable state securities laws, or pursuant to an applicable exemption from such registration requirements. The Company may endorse on all Share certificates a legend stating or referring to such transfer restrictions; PROVIDED, that no such legend shall be endorsed on any Share certificates that, when issued, are no longer subject to the restrictions of this Section 6.
(b) The Investor agrees to the placement on certificates representing the Shares issued to the Purchaser pursuant to the terms hereof,
(i) any certificate issued at any time in exchange or substitution for any certificate bearing such legend, a legend (the "PRIVATE PLACEMENT LEGEND") substantially as set forth below:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
(c) The Private Placement Legend shall be removed from a certificate representing the Shares if the securities represented thereby are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the Company such satisfactory evidence, which may include an opinion of independent counsel, as reasonably may be requested by the Company, to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such securities will not violate the registration and prospectus delivery requirements of the Securities Act.
SECTION 7. Negative Covenants.
7.1. PRIVATE PLACEMENT STATUS.
Neither the Company nor any agent nor other Person acting on the Company's behalf will do or cause to be done (or will omit to do or to cause to be done) any act, which act (or which omission) would result in bringing the issuance or sale of the Shares within the provisions of Section 5 of the Securities Act or the filing, notification or reporting requirements of any state securities law (other than in accordance with a registration and qualification of Conversion Shares pursuant to the Registration Rights Agreement).
7.2. ACTIONS PRIOR TO THE CLOSING DATE.
From the date hereof through the Closing Date, the Company will not,
(a) issue or agree to issue any capital stock or any securities exercisable for, or convertible or exchangeable into, capital stock or (b) purchase, redeem or otherwise acquire any of its capital stock; PROVIDED, HOWEVER, that this Section 7.2 shall not limit, or be applicable to, (i) the transactions contemplated by the Stock Purchase Agreements, (ii) grants of options or issuances of Common Stock to officers, directors or employees of the Company pursuant to the current terms of the Company's 1995 Stock Incentive Plan and the Company's 1999 Equity Incentive Plan and (iii) the conversion of the Series 1 Preferred Stock, the Series 2 Preferred Stock or the exercise of existing warrants.
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SECTION 8. Conditions to Purchaser's Obligations.
Purchaser's obligation to purchase Shares hereunder is subject to satisfaction of the following conditions at the Closing (any of which may be waived by Purchaser):
8.1 REGISTRATION RIGHTS AGREEMENT.
The Company shall have entered into a Registration Rights Agreement with the Purchasers substantially in the form of Exhibit B hereto and it shall be in full force and effect.
8.2 CERTIFICATES FOR SHARES.
The Purchaser shall concurrently receive the certificates for Shares contemplated by Section 2(b) hereof.
8.3. ACCURACY OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Company contained herein or in any certificate or document delivered pursuant hereto shall be correct and complete on and as of the Closing Date with the same effect as though made on and as of such date.
8.4. COMPLIANCE WITH AGREEMENTS.
The Company shall have performed and complied in all material respects with all agreements, covenants and conditions contained in the Stock Purchase Agreements and any other document contemplated hereby or thereby that are required to be performed or complied with by the Company on or before the Closing Date.
8.5. OFFICERS' CERTIFICATES.
The Purchaser shall have received a certificate dated the Closing Date and signed by the President or Chief Executive Officer and by the Secretary or the Treasurer of the Company, to the effect that the conditions of Sections 8.3, 8.4, 8.7 (second sentence only) and 8.9 have been satisfied.
8.6. PROCEEDINGS.
All corporate and other proceedings in connection with the transactions contemplated by the Stock Purchase Agreements, and all documents incident thereto, shall be in form and substance satisfactory to the Purchaser and its counsel, and the Purchaser shall have received all such originals or certified or other copies of such documents as the Purchaser or its counsel may reasonably request.

8.7. LEGALITY; GOVERNMENTAL AND OTHER AUTHORIZATION. The purchase of and payment for the Shares shall not be prohibited by any law or governmental order, rule, ruling, regulation, release, interpretation or opinion applicable to the Purchaser and shall not subject the Purchaser to any penalty, tax, liability or other onerous condition. Any necessary consents, approvals, licenses, permits, orders and authorizations of, and any filings, registrations or qualifications with, any governmental or administrative agency or other Person, with respect to the transactions contemplated by the Stock Purchase Agreements shall have been obtained or made and shall be in full force and effect. The Company shall have delivered to the Purchaser, upon its reasonable request setting forth what is required, factual certificates or other evidence, in form and substance satisfactory to the Purchaser and its counsel, to enable the Purchaser to establish compliance with this condition.

8.8. NO MATERIAL ADVERSE CHANGE.
There shall have been no material adverse change in the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company since September 30, 2000.
8.9. OPINION OF COUNSEL.
The Purchaser shall have received an opinion, dated the Closing Date and addressed to the Purchasers, of Blank Rome Comisky & McCauley LLP, counsel for the Company, which opinion shall be in form and substance satisfactory to the Purchaser and its counsel and shall be to the effect set forth in Exhibit C hereto.
8.10. OTHER DOCUMENTS AND OPINIONS.
The Purchaser shall have received such other documents and opinions, in form and substance reasonably satisfactory to the Purchaser and its counsel, relating to matters incident to the transactions contemplated hereby as the Purchaser may reasonably request.
SECTION 9. Breach of Representations, Warranties and Covenants
(a) The representations, warranties, covenants and agreements of the Company and the Purchaser contained in this Agreement and the Registration Rights Agreement or in any document or certificate delivered pursuant hereto or thereto or in connection herewith shall survive for a period of two (2) years from the Closing Date, and shall continue in effect following, the execution and delivery of the Stock Purchase Agreements and the Registration Rights Agreement, the closings hereunder and thereunder, any investigation at any time made by the Purchaser or on its behalf or by any other Person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares. All statements contained in any certificate or other document delivered by or on behalf of the Company pursuant hereto shall constitute representations and warranties by the Company hereunder.
(b) The Company agrees to indemnify and hold the Purchaser harmless from and against and will pay to the Purchaser the full amount of any loss,
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damage, liability or expense (including amounts paid in settlement and reasonable attorneys' fees and expenses) to the Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in any Stock Purchase Agreement or in the Registration Rights Agreement or any other document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith.
SECTION 10. Termination
10.1 TERMINATION OF AGREEMENT. Subject to Section 10.2 hereof, this Agreement may be terminated by notice in writing at any time prior to the Closing by:
(a) the Purchasers or the Company, if the Closing shall not have occurred on or before December 4, 2000; PROVIDED, HOWEVER, that the right to terminate this Agreement under this Section 10.1(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;
(b) the Purchasers or the Company, if any Governmental Authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or take any other action restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the Registration Rights Agreement and such judgment, injunction, order, ruling, decree or other action becomes final and nonappealable; PROVIDED that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used its best efforts to have such judgment, injunction, order, ruling or decree lifted, vacated or denied;
(c) the Purchasers or the Company, if the Purchasers and the Company so mutually agree in writing.
10.2 EFFECT OF TERMINATION. (a) If this Agreement is terminated in accordance with Section 10.1 hereof and the transactions contemplated hereby are not consummated, this Agreement shall become null and void and of no further force and effect except that (i) the terms and provisions of this Section 10.2 and Sections 11, 12 and 14 hereof shall remain in full force and effect and (ii) any termination of this Agreement shall not relieve any party hereto from any liability for any breach of its obligations hereunder.
SECTION 11. Specific Performance
The parties agree that irreparable damage will result in the event that this Agreement is not specifically enforced, and the parties agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a party may have under this Agreement or otherwise.
SECTION 12. Expenses
(a) Each party to this Agreement shall pay its own fees and expenses incidental to the negotiation, preparation and execution of this Agreement and the Registration Rights Agreement (including legal and accounting fees and expenses).
(b) The Company agrees to pay, or to cause to be paid, all documentary, stamp and other similar Taxes, other than transfer taxes payable upon the transfer by the Purchaser of Shares to a Transferee, levied under the laws of the United States of America, any state or local Taxing Authority thereof or therein or any other applicable jurisdiction in connection with the issuance and sale of the Shares and the execution and delivery of the Stock Purchase Agreements, the Registration Rights Agreement and any other documents or instruments contemplated hereby or thereby and any modification of the Registration Rights Agreement or the Stock Purchase Agreements or any such other documents or instruments and will hold the Purchaser harmless without limitation as to time against any and all liabilities with respect to all such Taxes.
(c) The obligations of the Company under this Section 12 shall survive any Closing hereunder and any termination of the Stock Purchase Agreements.
SECTION 13. Amendments and Waivers
(a) The terms and provisions of this Agreement may be amended, waived, modified or terminated only with the written consent of the holders of more than 70% of outstanding Shares; PROVIDED, HOWEVER, that no such amendment, waiver, modification or termination shall change this Section 13(a) without the written consent of the holders of all the Shares then outstanding.
(b) Promptly after obtaining the written consent of the holders as herein provided, the Company shall transmit a copy of any amendment, waiver, modification or termination that has been adopted to all holders of Shares then outstanding, but failure to transmit copies shall not in any way affect the validity of any such amendment, waiver, modification or termination.
23

SECTION 14. Notices
All notices, requests, demands, consents and other communications hereunder shall be in writing and shall be delivered by hand or shall be sent by telex or telecopy (confirmed by registered, certified or overnight mail or courier, postage and delivery charges prepaid), (i) if to the Company, to Impax Laboratories, Inc., 3735 Castor Avenue, Philadelphia, PA, 19124, Attention:
Barry R. Edwards, Co-Chief Executive, with a copy to Blank Rome Comisky & McCauley LLP, One Logan Square, Philadelphia, PA 19103-6998, Attention: Sol B. Genauer or (ii) if to the Purchaser, at the address indicated on Schedule 1 hereto, or at such other address as a party may from time to time designate as its address in writing to the other party to this Agreement. Whenever any notice is required to be given hereunder, such notice shall be deemed given and such requirement satisfied only when such notice is delivered or, if sent by telex or telecopier, when received.
SECTION 15. Miscellaneous
(a) The Stock Purchase Agreements, the Registration Rights Agreement and, upon any closing hereunder together with any further agreements entered into by the Purchaser and the Company at any closing hereunder, contain the entire agreement between the Purchaser and the Company, and supersede any prior oral or written agreements, commitments, terms or understandings, regarding the subject matter hereof.
(b) Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law that may render any provision hereof prohibited or unenforceable in any respect.
(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, whether so expressed or not; PROVIDED, that (a) the Company may not assign any of its rights, duties or obligations under this Agreement, except with the Purchaser's written consent, and (b) the Purchaser may assign any of its rights, duties or obligations under this Agreement to a purchaser of its Shares.
(d) In addition to any assignment by operation of law, the Purchaser may assign, in whole or in part, any or all of its rights (and/or obligations) under this Agreement to any permitted transferee of any or all of its Shares and (unless such assignment expressly provides otherwise) any such assignment shall not diminish the rights the Purchaser would otherwise have under this Agreement or with respect to any remaining Shares held by the Purchaser.
(e) No course of dealing and no delay on the part of any party hereto in exercising any right, power, or remedy conferred by this Agreement shall operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial exercise of any right, power or remedy conferred by this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
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(f) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.
(g) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reasons of this Agreement.
(h) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (other than any conflict of laws rule that might result in the application of the laws of any other jurisdiction).
(i) This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
IMPAX LABORATORIES, INC.
By:

Name:

Title:
Accepted and Agreed to as of the
date first above written by
the undersigned Purchaser:
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P., Its general partner
By: Fleming US Discovery, LLC
Its general partner
By:
 Name: Robert L. Burr
Title: Member

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                                   SCHEDULE 1

-------------------------------------------------------------- ----------------- ------------------------
                                PURCHASER                      NUMBER OF SHARES   AGGREGATE PURCHASE PRICE
-------------------------------------------------------------- ----------------- -------------------------
Charles Hsiao                                                           183,367                $1,100,202
-------------------------------------------------------------- ----------------- -------------------------
Robert Fleming Nominees Limited                                         833,300                $4,999,800
-------------------------------------------------------------- ----------------- -------------------------
Fleming US Discovery Fund III, L.P.                                     718,167                $4,309,002
-------------------------------------------------------------- ----------------- -------------------------
Fleming US Discovery Offshore Fund III, L.P.                            115,167                  $691,002
-------------------------------------------------------------- ----------------- -------------------------
Ashford Capital Management, Inc.                                        333,333                $1,999,998
-------------------------------------------------------------- ----------------- -------------------------
Narragansett Asset Management, LLC                                      166,666                  $999,996
-------------------------------------------------------------- ----------------- -------------------------
SDS Capital Partners                                                     50,000                  $300,000
-------------------------------------------------------------- ----------------- -------------------------
S/G MedScience Fund, L.P.                                               100,000                  $600,000
-------------------------------------------------------------- ----------------- -------------------------
TOTAL:                                                                2,500,000               $15,000,000
-------------------------------------------------------------- ----------------- -------------------------	

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EXHIBIT A               Disclosure Schedule
EXHIBIT B               Registration Rights Agreement
EXHIBIT C               Opinion of Counsel for the Company	

28

REGISTRATION RIGHTS AGREEMENT
dated as of November 28, 2000
among
IMPAX LABORATORIES, INC.
and
THE INVESTORS NAMED HEREIN

                                TABLE OF CONTENTS

SECTION 1.DEFINITIONS....................................................1

1.1.       Defined Terms.................................................1
1.2.       General Interpretive Principles...............................3

SECTION 2.REGISTRATION RIGHTS............................................3

2.1.       Shelf Registration............................................3

2.2.       Black-out Periods.............................................4

2.3.       Registration Procedures.......................................5

2.4.       Underwritten Offerings........................................9

2.5.       No Inconsistent Agreements; Additional Rights.................9

2.6.       Registration Expenses.........................................9

2.7.       Indemnification..............................................10

2.8.       Rules 144 and 144a...........................................13

SECTION 3.MISCELLANEOUS.................................................13

3.1.       Term.........................................................13

3.2.       Injunctive Relief............................................13

3.3.       Attorneys' Fees..............................................13

3.4.       Notices......................................................14

3.5.       Successors, Assigns and Transferees..........................14

3.6.       Governing Law; Service of Process; Consent to Jurisdiction...15

3.7.       Headings.....................................................15

3.8.       Severability.................................................15

3.9.       Amendment; Waiver............................................15

3.10.      Counterparts.................................................16	

i

REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 28, 2000 by and among IMPAX LABORATORIES, INC., a Delaware corporation (the "ISSUER") and the persons named on the signature pages hereto (the "INVESTORS").
RECITALS
WHEREAS, the Issuer and the Investors have entered into various stock purchase agreements, (the "STOCK PURCHASE AGREEMENTS") pursuant to which the Investors have purchased shares of the common stock, par value $.01 per share of the Issuer; and
WHEREAS, as an inducement to the Investors to enter into the Stock Purchase Agreements, the Issuer has agreed to provide the registration rights set forth in this Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
1.1. DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings:
"ADVERSE DISCLOSURE" means public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors of the Issuer after consultation with counsel to the Issuer (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing of such Registration Statement and (iii) would have a material adverse effect on the Company or its business or on the Company's ability to effect a material acquisition, disposition or financing.
"AGREEMENT" has the meaning set forth in the preamble hereto.
"ISSUER" has the meaning set forth in the preamble and shall include the Issuer's successors by merger, acquisition, reorganization or otherwise.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.
"HOLDER" or "HOLDERS" means any holder or holders of Registrable Securities who is a party hereto or who otherwise agrees in writing to be bound by the provisions of this Agreement pursuant to Section 3.5.
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"INVESTOR" has the meaning set forth in the preamble hereto.
"LOSS" has the meaning set forth in Section 2.7(a).
"NASD" means the National Association of Securities Dealers, Inc.
"PERSON" means any individual, firm, limited liability company or partnership, joint venture, corporation, joint stock company, trust or unincorporated organization, incorporated or unincorporated association, government (or any department, agency or political subdivision thereof) or other entity of any kind.
"PROSPECTUS" means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus and all material incorporated by reference in such prospectus.
"REGISTRABLE SECURITIES" means the securities of the Issuer issued to the Investors pursuant to the Stock Purchase Agreements, and any securities that may be issued or distributed or be issuable in respect thereof by way of stock dividend, stock split or other distribution, merger, consolidation, exchange offer, recapitalization or reclassification or similar transaction or exercise or conversion of any of the foregoing; PROVIDED, HOWEVER, that any of the foregoing securities shall cease to be "Registrable Securities" to the extent (i) a Registration Statement with respect to their sale has been declared effective under the Securities Act and they have been disposed of pursuant to such Registration Statement, (ii) they have been distributed pursuant to Rule
144 (or any similar provision then in force) under the Securities Act or (iii) they shall have been otherwise transferred and (A) new certificates for them not bearing a legend restricting transfer under the Securities Act shall have been delivered by the Issuer and (B) may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act. For purposes of this Agreement, a "percentage" (or a "majority") of the Registrable Securities (or, where applicable, of any other securities) shall be determined
(x) based on the number of shares of such securities, in the case of Registrable Securities which are equity securities, and (y) based on the principal amount of such securities, in the case of Registrable Securities which are debt securities.
"REGISTRATION" means a registration of the Issuer's securities for sale to the public under a Registration Statement.
"REGISTRATION STATEMENT" means any registration statement of the Issuer filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.
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"SHELF REGISTRATION" means a registration effected pursuant to
Section 2.1.
"SHELF REGISTRATION STATEMENT" means a Registration Statement of the Issuer filed with the SEC on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities.
"STOCK PURCHASE AGREEMENTS" has the meaning set forth in the recitals hereto.
"UNDERWRITTEN OFFERING" means a registration in which securities of the Issuer are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.
1.2. GENERAL INTERPRETIVE PRINCIPLES. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Unless otherwise specified, the terms "hereof," "herein," "hereunder" and similar terms refer to this Agreement as a whole (including the schedules hereto), and references herein to Sections refer to Sections of this Agreement.
SECTION 2. REGISTRATION RIGHTS
2.1. SHELF REGISTRATION.
(a) FILING. Subject to Section 2.1(c), the Issuer shall file with the SEC on or before the twentieth day following the date hereof a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the holders thereof from time to time in accordance with the methods of distribution elected by such holders and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act.
(b) CONTINUED EFFECTIVENESS. Subject to Section 2.1(c), the Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the holders during the term of this Agreement. The Issuer shall not be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement effective if the Issuer voluntarily takes any action or omits to take any action that would result in the inability of any holder of Registrable Securities covered by such Registration Statement to be able to offer and sell any such Registrable Securities during the term of this Agreement, unless such action or omission is required by applicable law.
(c) SUSPENSION OF REGISTRATION. If the filing, initial effectiveness or continued use of the Shelf Registration Statement at any time would require the Issuer to make an Adverse Disclosure, the Issuer may, upon giving prompt written notice of such action to the holders, delay the filing or initial effectiveness of, or suspend use of, the Shelf Registration Statement; PROVIDED, HOWEVER, that the Issuer shall not be permitted to do so (A) more than two times during any six month period, (B) for a period exceeding thirty days on any one occasion or (C) for a period exceeding sixty days in any 12 month period. In the event the Issuer exercises its rights under the preceding sentence, the holders agree to suspend, immediately upon their receipt of the notice referred to
3

above, their use of the Prospectus relating to the Shelf Registration in connection with any sale or offer to sell Registrable Securities. The Issuer shall immediately notify the holders upon the expiration of any period during which it exercised its rights under this Section 2.1(c). The Issuer represents that it has no knowledge of any circumstance that would reasonably be expected to cause the Issuer to exercise its rights under this Section 2.1(c).
(d) UNDERWRITTEN OFFERING. If the holders of not less than a majority of the Registrable Securities included in any offering pursuant to the Shelf Registration Statement so elect, such offering shall be in the form of an Underwritten Offering and the Issuer, if necessary, shall amend or supplement the Shelf Registration Statement for such purpose. The holders of a majority of the Registrable Securities included in such Underwritten Offering shall, after consulting with the Issuer, have the right to select the managing underwriter or underwriters for the offering.
2.2. BLACK-OUT PERIODS
(a) BLACK-OUT PERIODS FOR HOLDERS. In the event of a registration by the Issuer, the holders of Registrable Securities agree, if requested by the Issuer (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters), not to effect any public sale or distribution (excluding any sale pursuant to Rule 144 under the Securities Act) of any securities (except, in each case, as part of the applicable registration, if permitted) which securities are the same as or similar to those being registered in connection with such registration, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven days before, and ending 90 days (or such lesser period as may be permitted by the Issuer or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration, to the extent such holders are timely notified in writing by the Issuer or the managing underwriter or underwriters.
(b) BLACK-OUT PERIOD FOR THE ISSUER AND OTHERS. (i) In the case of a registration of Registrable Securities pursuant to Section 2.1 involving the offering and sale of equity securities or securities convertible into or exchangeable for equity securities, the Issuer agrees, if requested by the holders of a majority of such Registrable Securities to be sold pursuant to the such registration (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters in such Underwritten Offering), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registered, or which are convertible into or exchangeable or exercisable for such securities, during the period beginning seven days before, and ending 90 days (or such lesser period as may be permitted by such holders or such underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration (or, in the case of an Underwritten Offering under the Shelf Registration, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to registrations on Forms S-4 or S-8 or any successor form to such forms, or (B) as part of any registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement.
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(ii) Subject to Section 2.5, if after the date hereof the Issuer grants any Person (other than a holder of Registrable Securities) any rights to demand or participate in a registration, any agreement with respect thereto shall include such Person's agreement not to effect any public sale or distribution of such securities (other than securities purchased in a public offering), during any period referred to in this Section 2.2(b) except as part of any such registration if permitted.
2.3. REGISTRATION PROCEDURES.
(a) In connection with the Issuer's registration obligations in this Agreement, the Issuer will, subject to the limitations set forth herein, use its reasonable best efforts to effect any such registration so as to permit the sale of the applicable Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Issuer will:
(i) before filing a Registration Statement or Prospectus, or any amendments or supplements thereto and in connection therewith, furnish to the underwriter or underwriters, if any, and to one representative of the holders of each class of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and such holders and their respective counsel and, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the holders of a majority of the class of Registrable Securities covered by the same or the underwriter or underwriters, if any, shall reasonably object;
(ii) prepare and file with the SEC such amendments or supplements to the applicable Registration Statement or Prospectus as may be (A) reasonably requested by any participating holder (to the extent such request relates to information relating to such holder), (B) necessary to keep such registration effective for the period of time required by this Agreement or (C) reasonably requested by the holders of a majority of any class of the participating Registrable Securities;
(iii) notify the selling holders of Registrable Securities and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as soon as reasonably practicable after notice thereof is received by the Issuer (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective and when the applicable Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threat of any proceedings for such purposes and (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threat of any proceeding for such purpose;

(iv) promptly notify each selling holder of Registrable Securities and the managing underwriter or underwriters, if any, when the Issuer becomes aware of the happening of any event as a result of which the applicable Registration Statement or Prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;
(v) make every reasonable effort to prevent or obtain at the earliest possible moment the withdrawal of any stop order with respect to the applicable Registration Statement or other order suspending the use of any preliminary or final Prospectus;
(vi) promptly incorporate in a Prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters, if any, or the holders of a majority of the Registrable Securities of the class being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(vii) furnish to each selling holder of Registrable Securities and each managing underwriter, if any, without charge, as many conformed copies as such holder or managing underwriter may reasonably request of the applicable Registration Statement;
(vii) deliver to each selling holder of Registrable Securities and each managing underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) as such holder or managing underwriter may reasonably request (it being understood that the Issuer consents to the use of the Prospectus by each of the selling holders of Registrable Securities and the underwriter or underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus) and such other documents as such selling holder or managing underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such holder or underwriter;
(ix) on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register or qualify such Registrable Securities for offer and sale under the securities or "Blue Sky" laws of each state and other jurisdiction of the United States, as any such selling holder or underwriter, if any, or their respective counsel reasonably requests in writing, and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect so as to permit the commencement and continuance of sales and dealings in such jurisdictions for as long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; PROVIDED
6

that the Issuer will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;
(x) cooperate with the selling holders of Registrable Securities and the managing underwriter, underwriters or agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends;
(xi) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which certificates shall be in a form eligible for deposit with The Depository Trust Company;
(xii) obtain for delivery to the holders of each class of Registrable Securities being registered and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Issuer dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which counsel and opinions shall be reasonably satisfactory to a majority of the holders of each such class and underwriter or underwriters, if any, and their respective counsel;
(xiii) in the case of an Underwritten Offering, obtain for delivery to the Issuer and the underwriter or underwriters, if any, with copies to the holders of Registrable Securities included in such registration, a cold comfort letter from the Issuer's independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;
(xiv) cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD;
(xv) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable (but not more than 15 months) after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(xvi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(xvii) cause all Registrable Securities of a class covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Issuer's securities of such class are then listed or quoted and on each inter-dealer quotation system on which any of the Issuer's securities of such class are then quoted;
7

(xviii) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the holders of a majority of the Registrable Securities of each class covered by the applicable Registration Statement, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such sellers or any such managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Issuer, and cause all of the Issuer's officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Issuer and to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to the entry by each party referred to in this clause (xix) into customary confidentiality agreements in a form reasonably acceptable to the Issuer);
(xix) in the case of an Underwritten Offering, cause the senior executive officers of the Issuer to participate in the customary "road show" presentations that may be reasonably requested by the managing underwriter in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and
(xx) promptly after the issuance of an earnings release or upon the request of any holder, prepare a current report on Form 8-K with respect to such earnings release or a matter of disclosure as requested by such holder and file such Form 8-K with the SEC.
(b) The Issuer may require each selling holder of Registrable Securities as to which any registration is being effected to furnish to the Issuer such information regarding the distribution of such Securities and such other information relating to such holder and its ownership of the applicable Registrable Securities as the Issuer may from time to time reasonably request. Each holder of Registrable Securities agrees to furnish such information to the Issuer and to cooperate with the Issuer as necessary to enable the Issuer to comply with the provisions of this Agreement. The Issuer shall have the right to exclude any holder that does not comply with the preceding sentence from the applicable registration.
(c) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 2.5(a)(iv), such holder will discontinue disposition of its Registrable Securities pursuant to such Registration Statement until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.5(a)(iv), or until such holder is advised in writing by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus and, if so directed by the Issuer, such holder will deliver to the Issuer (at the Issuer's expense) all copies, other than permanent file copies then in such holder's possession, of the Prospectus covering such Registrable Securities which are current at the time of the receipt of such notice.
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2.4. UNDERWRITTEN OFFERINGS.
(a) UNDERWRITING AGREEMENTS. If requested by the underwriters for any Underwritten Offering, the Issuer and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to the Issuer, the holders of a majority of each class of the Registrable Securities to be included in such Underwritten Offering and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.7. All of the representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such underwriters included in each such underwriting agreement shall also be made to and for the benefit of such holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such holder, such holders Registrable Securities, such holder's intended method of distribution and any other representations required by law.
(b) PRICE AND UNDERWRITING DISCOUNTS. In the case of an Underwritten Offering, the price, underwriting discount and other financial terms for each class of Registrable Securities of the related underwriting agreement shall be determined by the holders of a majority of such class of Registrable Securities.
(c) PARTICIPATION IN UNDERWRITTEN OFFERINGS. No Person may participate in an Underwritten Offering unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.
2.5. NO INCONSISTENT AGREEMENTS; ADDITIONAL RIGHTS. The Issuer will not enter into, and is not currently a party to, any agreement which is, or could be, inconsistent with the rights granted to the holders of Registrable Securities by this Agreement.
2.6. REGISTRATION EXPENSES. (a) The Issuer shall pay all of the expenses set forth in this paragraph (a) in connection with a registration under this Agreement of Registrable Securities. Such expenses are (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or the NASD, (ii) all fees and expenses of compliance with state securities or "Blue Sky" laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Issuer and of all independent certified public accountants of the Issuer, (v) Securities Act liability insurance or similar insurance if the Issuer so desires or the underwriter or underwriters, if any, so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or the quotation of the Registrable Securities on any inter-dealer
9

quotation system and (vii) all applicable rating agency fees with respect to any applicable Registrable Securities. In addition, in all cases the Issuer shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any audit and the fees and expenses of any Person, including special experts, retained by the Issuer. In addition, the Issuer shall pay up to $15,000 of one law firm or other counsel selected by the holders of a majority of the Registrable Securities being registered, not to include any fees and expenses of any other advisers to the holders of the Registrable Securities being registered or brokerage fees and commissions incurred by holders of the Registrable Securities being registered.
(b) The Issuer shall not be required to pay any other costs or expenses in the course of the transactions contemplated hereby, including underwriting discounts and commissions and transfer taxes attributable to the sale of Registrable Securities and the fees and expenses of counsel to the underwriters other than pursuant to clause (ii) of paragraph (a) above.
2.7. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE ISSUER. The Issuer agrees to indemnify and hold harmless, to the full extent permitted by law, each holder of Registrable Securities and their respective officers, directors, advisors and agents and employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or several (each, a "LOSS" and collectively "LOSSES"), arising out of or based upon
(i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; PROVIDED, HOWEVER, that the Issuer shall not be liable to any indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by such holder expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Issuer may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any indemnified party and shall survive the transfer of such securities by such holder. The Issuer will also indemnify, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in any distribution pursuant hereto, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Persons.
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(b) INDEMNIFICATION BY THE HOLDERS. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (PROVIDED, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; PROVIDED, HOWEVER, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after having received notice of such claim from the Person entitled to indemnification hereunder and to employ counsel reasonably satisfactory to such Person, (C) in the reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims or (D) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the
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right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld; PROVIDED, that an indemnifying party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such indemnifying party other than financial obligations for which such indemnified party will be indemnified hereunder. If the indemnifying party assumes the defense, the indemnifying party shall have the right to settle such action without the consent of the indemnified party; PROVIDED, that the indemnifying party shall be required to obtain such consent (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the indemnified party or any restriction on the indemnified party or its officers or directors. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of an unconditional release from all liability in respect to such claim or litigation. The indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (together with one firm of local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) a conflict or potential conflict exists or may exist (based on advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties or (z) an indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.
(d) CONTRIBUTION. If for any reason the indemnification provided for in the paragraphs (a) and (b) of this Section 2.7 is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by paragraphs (a) and (b) of this Section 2.7, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in this
Section 2.7(d) to the contrary, no indemnifying party (other than the Issuer) shall be required pursuant to this Section 2.7(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.7(d) were determined by PRO RATA allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If
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indemnification is available under this Section 2.7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 2.7(a) and 2.7(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.
2.8. RULES 144 AND 144A. The Issuer covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Issuer is not required to file such reports, it will, upon the request of any holder of Registrable Securities after the transfer date, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 or 144A under the Securities Act), and it will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Securities, the Issuer will deliver to such holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.
SECTION 3. MISCELLANEOUS
3.1. TERM. This Agreement shall terminate upon termination of the Stock Purchase Agreements and if the transactions contemplated by the Stock Purchase Agreements are completed, upon the earlier of (i) the second anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B) the holders are permitted to sell their Registrable Securities under Rule 144(k) under the Securities Act (or any similar provision then in force permitting the sale of restricted securities without limitation on the amount of securities sold or the manner of sale). The provisions of Section 2.7 and Section 2.8 shall survive any termination.
3.2. INJUNCTIVE RELIEF. It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including, without limitation, specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.
3.3. ATTORNEYS' FEES. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys' fees in addition to any other available remedy.
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3.4. NOTICES. All notices, other communications or documents provided for or permitted to be given hereunder, shall be made in writing and shall be given either personally by hand-delivery, by facsimile transmission, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery:
(a) if to the Issuer to:
IMPAX LABORATORIES, INC.
 3735 Castor Avenue
Philadelphia, PA, 19124
Attention: Barry R. Edwards, Co-Chief Executive Fax:...... (215) 289-5932
with copies to:
Blank Rome Comisky & McCauley LLP One Logan Square
Philadelphia, PA, 19103-6998

Attention:          Sol B. Genauer
Fax:......          (215) 569-5628

(b).......if to the Investors to the addresses set forth on Schedule	

1 hereto, with copies to their attorneys, set forth on Schedule 1 hereto.
Each holder, by written notice given to the Issuer in accordance with this Section 3.4 may change the address to which notices, other communications or documents are to be sent to such holder. All notices, other communications or documents shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) when receipt is acknowledged in writing by addressee, if by facsimile transmission; (iii) five business days after having been deposited in the mail, postage prepaid, if mailed by first class mail; and (iv) on the first business day with respect to which a reputable air courier guarantees delivery; PROVIDED, HOWEVER, that notices of a change of address shall be effective only upon receipt.
3.5. SUCCESSORS, ASSIGNS AND TRANSFEREES. (a) The registration rights of any holder under this Agreement with respect to any Registrable Securities may be transferred and assigned, PROVIDED that no such assignment shall be binding upon or obligate the Issuer to any such assignee unless and until the Issuer shall have received notice of such assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void.
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(b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
3.6. GOVERNING LAW; SERVICE OF PROCESS; CONSENT TO JURISDICTION. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE STATE.
(b) To the fullest extent permitted by applicable law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the United States District Court for the Southern District of New York and in any New York State court located in the Borough of Manhattan and not in any other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of New York for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby and
(iii) irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
3.7. HEADINGS. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
3.8. SEVERABILITY. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained therein.
3.9. AMENDMENT; WAIVER.
(a) This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Issuer, the holders of a majority of Registrable Securities of each class then outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment, modification, waiver or consent authorized by this Section 3.9(a), whether or not such Registrable Securities shall have been marked accordingly.
(b) The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to
15

exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
3.10. COUNTERPARTS. This Agreement may be executed in any number of separate counterparts and by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date first written above.
IMPAX LABORATORIES, INC.
By:

Name:
Title:
CHARLES HSIAO

ANVIL INVESTMENT ASSOCIATES, L.P.
By: Anvil Management Co. LLC
Its general partner
By:

Name: Theodore H. Ashford Title: Member
ASHFORD CAPITAL PARTNERS, L.P.
By: Ashcap Corp.
Its general partner
By:

Name: Theodore H. Ashford Title: President
NARRAGANSETT I, L.P.
By:

Name: Joseph Dowling III Title: Managing Member

17

NARRAGANSETT OFFSHORE LTD.
By: Leo Holdings LLC,
Investment Manager
By:

Name: Joseph L. Dowling III Title: Managing Member
SDS MERCHANT FUND, L.P.
By:

Name: Steve Derby Title: General Partner

S/G MEDSCIENCE FUND, L.P.

By:
      ----------------------------------------------
      Name: David Saks
      Title:	

ROBERT FLEMING NOMINEES LIMITED
By:

Name:
Title:
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FLEMING US DISCOVERY FUND III, L.P.
By: FLEMING US DISCOVERY PARTNERS, L.P., its general
 partner
By: FLEMING US DISCOVERY, LLC, its general partner
By:

Name: Robert L. Burr Title: Member
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: FLEMING US DISCOVERY PARTNERS, L.P., its general
 partner
By: FLEMING US DISCOVERY, LLC, its general partner
By:

Name: Robert L. Burr Title: Member

                                   SCHEDULE 1

------------------------------------ -------------------------------------------------------- ------------------------------------
INVESTOR                             ADDRESS FOR NOTICES                                      COPY TO:
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Charles Hsiao                        Charles Hsiao, Chairman
                                     and Co-CEO
                                     Impax Laboratories
                                     30831 Huntwood Avenue
                                     Hayward, CA 94544
                                     (510) 471-1595 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Fleming US Discovery Fund III, L.P.  David Edwards
                                     and Christopher Jones
                                     Chase Fleming Asset Management
                                     320 Park Avenue, 11th Floor
                                     New York, NY 10022
                                     (212) 508-3928 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Fleming US Discovery Offshore Fund   David Edwards
III, L.P.                            and Christopher Jones
                                     Chase Fleming Asset Management
                                     320 Park Avenue, 11th Floor
                                     New York, NY 10022
                                     (212) 508-3928 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Robert Fleming Nominees Limited      David Edwards
                                     and Christopher Jones
                                     Chase Fleming Asset Management
                                     320 Park Avenue, 11th Floor
                                     New York, NY 10022
                                     (212) 508-3928 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Anvil Investment Associates, L.P.    Joseph Petko
                                     Ashford Capital Management
                                     3801 Kennett Pike, B 107
                                     Wilmington, DE 19807
                                     (302) 655-8690 (fax)]
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Ashford Capital Partners, L.P.       Joseph Petko
                                     Ashford Capital Management
                                     3801 Kennett Pike, B 107
                                     Wilmington, DE 19807
                                     (302) 655-8690 (fax)]
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Narragansett I, L.P.                 Joseph Dowling
                                     Narragansett I, L.P.
                                     153 E. 53rd, 26th Floor,
                                      New York, New York 10022
                                     (212) 521-5029 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
Narragansett Offshore Ltd.           Joseph Dowling
                                     Narragansett Offshore Ltd.
                                     153 E. 53rd, 26th Floor,
                                      New York, New York 10022
                                     (212) 521-5029 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
SDS Merchant Fund, L.P.              Steve Derby                                              SDS Merchant Fund, LP
                                     SDS Merchant Fund, L.P.                                  1 Sound Shore Drive
                                     1 Sound Shore Drive, 2d Floor                            Greenwich, CT 06830
                                     Greenwich, CT 06830                                      Attn: General Counsel
                                     (203) 629-0345 (fax)
------------------------------------ -------------------------------------------------------- ------------------------------------
------------------------------------ -------------------------------------------------------- ------------------------------------
S/G MedScience Fund, L.P.            David Saks
                                     Saks Gruntal Medical Science Fund
                                     1 Liberty Plaza
                                     New York, NY 10006
                                     (212) 820-8077
------------------------------------ -------------------------------------------------------- ------------------------------------	

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