EXHIBIT 10.2

August 23, 2011

Par Pharmaceutical Companies, Inc.
Senior Credit Facilities
Commitment Letter

Par Pharmaceutical Companies, Inc.

300 Tice Boulevard

Woodcliff Lake, New Jersey 07677

Attention: Keith A. Kucinski, Vice President and Treasurer

Ladies and Gentlemen:

You (the “Borrower”) have advised J.P. Morgan Securities LLC (“JPMorgan”) and JPMorgan Chase Bank, N.A. (“JPMCB”) that you intend to acquire the Target (the “Acquisition”) and consummate the other transactions (collectively, the “Transaction”) described in the introductory paragraphs of the Summary of Terms and Conditions attached as Exhibit A hereto (the “Term Sheet”).  Capitalized terms used but not defined herein are used with the meanings assigned to them in the Term Sheet.

In connection with the foregoing, you have requested that JPMorgan agree to structure, arrange and syndicate senior credit facilities as described in the Term Sheet in an initial aggregate principal amount of $450,000,000 (the “Facilities”), and that JPMCB commit to provide (i) the entire amount of the Term Loan Facility, (ii) a portion of the Revolving Credit Facility and (iii) to serve as administrative agent for the Facilities.

JPMorgan is pleased to advise you that it agrees to act as the sole and exclusive bookrunner and as a lead arranger for the Facilities.  Furthermore, JPMCB is pleased to advise you of its commitment to provide (i) the entire amount of the Term Loan Facility and (ii) up to $22,000,000 of the Revolving Credit Facility, in each case on the hereinafter-defined Closing Date upon the terms and subject to the conditions set forth or referred to in this commitment letter and in the Term Sheet (the Term Sheet, together with this commitment letter, the “Commitment Letter”).

It is agreed that JPMCB will act as the sole and exclusive Administrative Agent (the “Administrative Agent”), and that JPMorgan will act as the sole and exclusive bookrunner and as a lead arranger (in such capacities, the “Lead Arranger”) for the Facilities.  You agree that no other agents, co-agents, bookrunners or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and in the Fee Letter referred to below) will be paid to Lenders in connection with the Facilities unless you and JPMorgan shall so agree.

JPMorgan intends to syndicate the Facilities (including, in our discretion, part of JPMCB’s commitment hereunder) to a syndicate of financial institutions identified by JPMorgan in consultation with you (together with JPMCB, the “Lenders”).  JPMorgan intends to commence syndication efforts promptly upon the execution of this Commitment Letter and after the execution of the Acquisition Agreement and public disclosure by the Borrower of the Acquisition, and you agree to actively assist

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JPMorgan in completing the syndication.  Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships, (b) direct contact between senior management and advisors of the Borrower and the proposed Lenders, (c) the hosting, with JPMorgan, of one or more meetings of prospective Lenders and (d) as set forth below, assistance in the preparation of written materials to be used in connection with the syndication, including but not limited to a Confidential Information Memorandum, a Lender Presentation by your management and the Projections referred to below (collectively with the Term Sheet, the “Information Materials”).  Upon the request of JPMorgan or JPMCB, you will use your commercially reasonable efforts to cause the Target to furnish, for no fee, to JPMorgan and JPMCB an electronic version of the Target’s trademarks, service marks and corporate logo for use in marketing materials for the purpose of facilitating the syndication of the Facilities (the “License”); provided, however, that the License shall be used solely for the purpose described above and may not be assigned or transferred.

You will assist us in preparing the Information Materials for distribution to prospective Lenders.  If requested (and to the extent deemed reasonably necessary) by JPMorgan, you also will assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, the Target, their respective affiliates and any of their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to any such entity’s securities or loans.  Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein.  JPMorgan will not provide or distribute to any party any Information Materials without such authorization and any Private-Sider shall be required to keep such information confidential pursuant to customary confidentiality arrangements acceptable to JPMorgan and you.

The Borrower agrees that the following documents may be distributed to both Private-Siders and Public-Siders, unless the Borrower advises JPMorgan in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders:  (a) administrative materials prepared by JPMorgan and JPMCB for prospective Lenders (such as a lender meeting invitation, lender allocations and funding and closing memoranda), (b) notification of changes in the terms of the Facilities and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials.  If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

The Borrower hereby authorizes JPMorgan and JPMCB to distribute drafts of definitive documentation with respect to the Facilities to Private-Siders and Public-Siders.

The parties hereto agree that information and materials may be distributed or sent through electronic means (including IntraLinks, SyndTrak or another electronic workspace) and that the use of such means is expressly authorized hereby.

As the Lead Arranger, JPMorgan will manage (in consultation with you) all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders.  In acting as the Lead Arranger, JPMorgan will have no responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties.  Additionally,

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the Borrower acknowledges and agrees that, as Lead Arranger, JPMorgan is not advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and JPMorgan shall have no responsibility or liability to the Borrower with respect thereto.  Any review by JPMorgan of the Borrower, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of JPMorgan and JPMCB and shall not be on behalf of the Borrower.

To assist JPMorgan in its syndication efforts, you agree promptly to prepare and provide (and use your commercially reasonable efforts to cause the Target to provide) to JPMorgan and JPMCB all information with respect to the Borrower and the Target and their respective subsidiaries, the Transaction and the transactions contemplated hereby, including all financial information and projections (together with any forward-looking statements, the “Projections”) as JPMorgan and JPMCB may reasonably request in connection with the arrangement and syndication of the Facilities.  You hereby represent and covenant that (a) Information Materials other than the Projections that have been or will be made available to JPMorgan and JPMCB by you or any of your representatives is or will be, when furnished and authorized to be distributed to the Lenders, complete and correct in all material respects when taken as a whole (including any then-existing filings with the United States Securities and Exchange Commission (the “SEC”)) and does not or will not, when furnished and authorized to be distributed to the Lenders, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading when taken as a whole (including any such filings with the SEC), in light of the circumstances under which such statements are made and (b) the written Projections that have been or will be made available to JPMCB or JPMorgan by you or any of your representatives have been or will be prepared based upon what you believe are reasonable assumptions at the time of preparing such Projections (it being recognized by JPMCB, JPMorgan and the Lenders that such Projections are not to be viewed as facts and that actual results may differ from the projected results, and such differences may be material); it being understood and agreed that, solely as they relate to matters with respect to the Target and its subsidiaries, the foregoing representations and warranties are limited to such matters as are within your knowledge.  You agree that if, at any time prior to the Closing Date and thereafter until completion of our syndication efforts, you become aware that any of the representations in the preceding sentence is incorrect, in any material respect, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections so that (with respect to Information and Projections relating to the Target and its subsidiaries, to your knowledge) such representations are correct, in all material respects, under those circumstances.  You understand that in arranging and syndicating the Facilities we may use and rely on the Information Materials without independent verification thereof (it being recognized by JPMCB, JPMorgan and the Lenders that any Projections are not to be viewed as facts and that actual results may differ from the projected results, and such differences may be material).

As consideration for JPMCB’s commitment hereunder and JPMorgan’s agreement to perform the services described herein, you agree to pay to JPMCB and JPMorgan the nonrefundable fees set forth in Annex I to the Term Sheet and in the Fee Letter dated the date hereof and delivered by you herewith (the “Fee Letter”).

JPMCB’s commitment hereunder and JPMorgan’s agreement to perform the services described herein are subject to (a) there not occurring or becoming known to us a Target Material Adverse Effect (as defined below), (b) our satisfaction that prior to and during the syndication of the Facilities there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower, the Target or any subsidiary thereof, (c) the negotiation, execution and delivery on or before the Termination Date (as defined below) of Credit Documentation (as defined in the Term

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Sheet) consistent with the Term Sheet, (d) JPMorgan having been afforded a reasonable period of time to syndicate the Facilities, which in no event shall be less than the period commencing on the date of this Commitment Letter and ending on October 6, 2011, (e) your performance of (1) all of your obligations hereunder that are to be performed on or prior to the Closing Date (as defined in the Term Sheet) to provide information and all of your obligations hereunder to be performed on or prior to the Closing Date to assist in the efforts to syndicate the Facilities and (2) all of your obligations hereunder and under the Fee Letter to be performed on or prior to the Closing Date, (f) your satisfaction of the other conditions set forth or referred to in the Term Sheet that are to be satisfied on or prior to the Closing Date and (g) solely with respect to the Revolving Credit Facility, the portion of the Revolving Credit Facility not being provided by JPMCB (i.e. $78,000,000) shall be provided by the other Lenders (it being understood and agreed that (i) the closing of the Revolving Credit Facility is not a condition to the closing of the Term Loan Facility, (ii) if the aggregate commitments for the Revolving Credit Facility are less than $100,000,000 at the time the Term Loan Facility closes, the Revolving Credit Facility shall close at the same time as the Term Loan Facility and the difference between $100,000,000 and such aggregate commitments for the Revolving Credit Facility shall be added to the Post-Closing Accordion as described in the Term Sheet, (iii) the initial Revolving Credit Facility shall close concurrently with the closing of the Term Loan Facility pursuant to the same Credit Documentation and (iv) in the event the aggregate commitments for the Revolving Credit Facility on the Closing Date are less than $100,000,000, JPMCB’s commitment in respect of the Revolving Credit Facility shall equal 22% of such aggregate commitments).  As used herein, (1) “Target Material Adverse Effect” means any event, occurrence, fact or change that, individually or in the aggregate with all such events, occurrences, facts or changes, has, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, properties, financial condition or results of operations of the Target and its Subsidiaries taken as a whole; or (b) the ability of the Target to consummate the transactions contemplated by the Acquisition Agreement on a timely basis, except that any event, occurrence, fact, condition or change resulting from any of the following shall not be deemed a Target Material Adverse Effect:  (i) any change in conditions in the United States, foreign or global economy or capital or financial markets, including any change in interest or exchange rates; (ii) any regulatory, political or economic condition generally affecting the generic pharmaceuticals industry; (iii) changes in United States generally accepted accounting principles or the interpretation or enforcement thereof by a United States or foreign, federal, state, local or other governmental, administrative or regulatory authority, agency, bureau, commission, department or other governmental or administrative instrumentality, subdivision, court, arbitrator, tribunal or body (each, a “Governmental Authority”); (iv) the execution and announcement of the Acquisition Agreement, including any effect on customer, supplier, distributor, licensor, licensee, employee or similar relationships resulting therefrom; (v) the adoption, implementation, promulgation, repeal, modification or reinterpretation by any Governmental Authority of any order, writ, injunction (temporary or permanent), sanction, judgment, ruling or decree of any Governmental Authority, government program, industry standard or any applicable (a) federal, state, local, foreign, international, multination or administrative law (including common law), statute, code, ordinance, rule, regulation or other requirement, or (b) binding judicial or administrative interpretation of any of the foregoing or any governmental requirements or restrictions of any kind; or (vi) any natural disaster, hostilities, act of terrorism or war (whether declared, pending or threatened) or the material escalation or material worsening of any such natural disaster, hostilities, acts of terrorism or war; except, in the case of each of (i), (ii), (iii), (v) and (vi), for any such event, occurrence, fact, condition or change that has a disproportionate effect on the Target and its Subsidiaries, taken as a whole, as compared to other participants in the businesses and industries in which the Target and its Subsidiaries operate, (2) “Subsidiary” means, with respect to the Target, any corporation, limited liability company, partnership, joint venture or other legal entity of which the Target owns, directly or indirectly, either alone or through or together with any other Subsidiary of the Target, voting stock or other voting equity interests representing more than 50% of the voting equity interests thereof or more than 50% of the ordinary voting power thereof and (3) “Termination Date” means (i) the 180^th day from the date hereof (the “180^th Day”) (as the 180^th Day may be extended pursuant to this

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definition, the “Final Date”); or (ii) that date that is 90 days from the 180^th Day, if on the 180^th Day the conditions to the closing of the Acquisition (the “Acquisition Closing”) set forth in Section 7.1 of the Acquisition Agreement shall not have been satisfied but all other conditions to Acquisition Closing set forth in Articles VII, VIII and IX of the Acquisition Agreement shall be satisfied or waived or by their terms cannot be satisfied until or immediately preceding the Acquisition Closing (but which conditions would be satisfied if the date and time of the Acquisition Closing were the Final Date, as extended).  Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations relating to you, the Target and its subsidiaries and their respective businesses and securities, the accuracy of which shall be a condition to availability of the Facilities on the Closing Date (as defined in the Term Sheet), shall be (i) such representations made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to your obligation to close under the Acquisition Agreement or you have the right to terminate your obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (collectively, the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Commitment Letter are satisfied or waived.  For purposes hereof, “Specified Representations” means the representations and warranties referred to in the Term Sheet relating to corporate existence, compliance with law, corporate power and authority, enforceability of Credit Documentation, no conflict with law or contractual obligations, Federal Reserve regulations, Investment Company Act, solvency and use of proceeds.  Notwithstanding anything in this Commitment Letter or the Fee Letter to the contrary, the only conditions to availability of the Facilities on the Closing Date are set forth in this paragraph and Part IV of the Term Sheet under the heading “Initial Conditions.”  This paragraph and the provisions herein shall be referred to as the “Certain Funds Provision.”

You agree (a) to indemnify and hold harmless JPMCB, JPMorgan and their respective affiliates and the respective officers, directors, employees, advisors and agents of such persons (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Facilities, the use of the proceeds thereof or any transaction  contemplated thereby or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto and whether commenced by you or by any third party, and to reimburse each indemnified person promptly upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of (or, pursuant to a claim made by the Borrower, material breach of its obligations under this Commitment Letter by) such indemnified person, and (b) to reimburse JPMCB and JPMorgan and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, syndication expenses, electronic distribution expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof.  Neither you nor any indemnified person shall be liable for any damages arising from the use by others of Information Materials or other materials obtained through electronic telecommunications or other information transmission systems or for any special, indirect, consequential or punitive damages in connection with the Facilities or its activities related thereto; provided that nothing contained in this sentence shall limit your indemnity obligations to any indemnified person in respect of claims made by third parties for any

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special, indirect, consequential or punitive damages in connection with the Facilities or such indemnified person’s activities related thereto.

This Commitment Letter shall not be assignable by (i) you without the prior written consent of JPMCB and JPMorgan and (ii) JPMCB or JPMorgan without your prior written consent (and, in each case, any purported assignment without such consent shall be null and void).  This Commitment Letter is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons.  JPMCB may assign its commitment hereunder, in whole or in part, to any of its affiliates with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) and upon such assignment, JPMCB will be released from that portion of its commitment hereunder that has been assigned.  Furthermore, and without limiting your obligations to assist with syndication efforts as set forth herein, we agree that (except for purposes of determining whether a Successful Syndication has been achieved under the market flex provisions of the Fee Letter) JPMCB will not be released from its commitment hereunder in connection with any syndication or assignment to any Lender unless (A) (i) you have consented to such syndication or assignment in writing (such consent not to be unreasonably withheld or delayed) and (ii) any such Lender has entered into an amendment or joinder with respect to this Commitment Letter committing to provide a portion of the Facilities (in which case JPMCB’s commitment hereunder shall be reduced at such time by an amount equal to the commitment assumed by such Lender) or (B) such Lender shall have entered into the applicable Credit Documentation and committed or funded the portion of the Facilities required to be committed or funded by it on the Closing Date.  This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, JPMCB and JPMorgan.  This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Commitment Letter by electronic or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.  This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.  The parties hereto consent to the exclusive jurisdiction and venue of any state or federal courts sitting in the Borough of Manhattan in the City of New York.  Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Commitment Letter, the Term Sheet, the Fee Letter or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in any such court.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to your officers, agents and advisors (and for whom you shall be responsible for any breach by any one of them of this confidentiality undertaking) and, on a confidential basis, those of the Target, in each case who are directly involved in the consideration of this matter (except that the Fee Letter may not be disclosed to the Target or any of its officers, directors, agents or advisors), (b) as may be required in a judicial or administrative proceeding to enforce your rights hereunder or (c) as may be compelled or required in a judicial or administrative proceeding (in which case you agree to inform us promptly thereof) or as otherwise required by law or, in the case of the Commitment Letter but not the Fee Letter, regulation.

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You acknowledge that JPMorgan, JPMCB and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise.  Neither JPMCB or JPMorgan nor any of their affiliates will use confidential information obtained from you or your affiliates or from your officers, directors, employees, advisors, and agents, or from anyone on your behalf, by virtue of the transactions contemplated by this letter or their other relationships with you and your affiliates in connection with the performance by JPMCB and JPMorgan or their affiliates of services for other companies, and will not furnish any such information to other companies.  You also acknowledge that JPMCB and JPMorgan have no obligation to use in connection with the transactions contemplated by this letter, or to furnish to you, confidential information obtained from other companies.  You further acknowledge that JPMorgan is a full service securities firm and JPMorgan may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Company and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter.

JPMCB and JPMorgan may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits, and be subject to the obligations, of JPMCB or JPMorgan hereunder.

The reimbursement, indemnification and confidentiality provisions contained herein and in the Fee Letter and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination, in accordance with its terms, of this Commitment Letter or JPMCB’s commitment hereunder in accordance with the terms of this Commitment Letter.

Each of JPMCB and JPMorgan hereby notifies you that pursuant to the requirements of the U.S.A. PATRIOT ACT (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”), it and each of the Lenders may be required to obtain, verify and record information that identifies you, which information may include your name and address and other information that will allow JPMCB and JPMorgan and each of the Lenders to identify you in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for JPMCB, JPMorgan and each of the Lenders.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letter by returning to JPMorgan executed counterparts hereof and of the Fee Letter not later than 7:00 a.m., New York City time, on August 24, 2011.  JPMCB’s commitment and JPMorgan’s agreements herein will expire at such time in the event JPMorgan has not received such executed counterparts in accordance with the immediately preceding sentence.  In the event that the initial borrowing under the Facilities does not occur on or before the Expiration Date, then this Commitment Letter and the commitment hereunder shall automatically terminate.  “Expiration Date” means the earliest of (i) the Termination Date, (ii) the closing of the Acquisition without the use of the Facilities and (iii) the termination of the Acquisition Agreement prior to closing of the Acquisition; provided that the reimbursement and indemnification provisions contained herein shall survive any such termination.

[Signature Page Follows]

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JPMCB and JPMorgan is pleased to have been given the opportunity to assist you in connection with this important financing.

Commitment Letter

Exhibit A

PAR PHARMACEUTICAL COMPANIES, INC.

SENIOR CREDIT FACILITIES

Summary of Terms and Conditions

August 23, 2011
_______________________________

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached.

Par Pharmaceutical, Inc. (“Par”), a wholly-owned subsidiary of Par Pharmaceutical Companies, Inc. (the “Borrower”) intends to acquire (the “Acquisition”) Anchen Pharmaceuticals, Inc. (the “Target”), all as previously described to JPMCB and JPMorgan.  In connection therewith: (a) Par will enter into an Agreement and Plan of Merger among Par, Admiral Acquisition Corp., the Target and Dr. Chih-Ming J. Chen, Ph.D. dated as of August 23, 2011 (together with all exhibits, schedules and disclosure letters thereto, the “Acquisition Agreement”) pursuant to which Par will acquire all of the stock and assets of the Target and its subsidiaries and (b) the Borrower will obtain senior credit facilities (the “Facilities”) in an aggregate principal amount of up to $450,000,000 (consisting of a $100,000,000 revolving credit facility and a $350,000,000 term loan A facility) as further described below.

The Acquisition and other transactions described above and in the sources and uses table set forth on Annex II hereto (the “Table”) are collectively referred to herein as the “Transaction”.

Set forth below is a summary of the terms and conditions for the Facilities.

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Annex I

Interest and Certain Fees

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Annex I-A

Pricing Grid

If at any time the Borrower fails to deliver the quarterly or annual financial statements or certificates required under the Credit Documentation on or before the date such statements or certificates are due, Pricing Level III shall be deemed applicable for the period commencing three (3) business days after such required date of delivery and ending on the date which is three (3) business days after such statements or certificates are actually delivered, after which the Pricing Level shall be determined in accordance with the table above as applicable.

Except as otherwise provided in the paragraph below, adjustments, if any, to the Pricing Level then in effect shall be effective three (3) business days after the Administrative Agent has received the applicable financial statements and certificates (it being understood and agreed that each change in Pricing Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change).

Notwithstanding the foregoing, Pricing Level II shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable financial statements for the Borrower’s first fiscal quarter ending after the Closing Date (unless such financial statements demonstrate that Pricing Level III should have been applicable during such period, in which case such other Pricing Level shall be deemed to be applicable during such period) and adjustments to the Pricing Level then in effect shall thereafter be effected in accordance with the preceding paragraphs.

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Annex II

SOURCES AND USES¹

¹ All amounts in millions.

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