PARENT STOCKHOLDER VOTING AGREEMENT



      This PARENT STOCKHOLDER VOTING AGREEMENT (the "AGREEMENT"), dated as of

this 29th day of June, 2001, is entered into by and among DURAMED

PHARMACEUTICALS, INC., a Delaware corporation (the "COMPANY"), and SHERMAN

DELAWARE, INC., a Delaware corporation, a shareholder of BARR LABORATORIES,

INC., a New York corporation ("STOCKHOLDER" and "PARENT" respectively).



                             W I T N E S S E T H:



      WHEREAS, Parent, Beta Merger Sub I, Inc., a Delaware corporation ("MERGER

SUB"), and the Company have entered into an Agreement and Plan of Merger of even

date herewith (as the same may be amended from time to time, the "MERGER

AGREEMENT"), pursuant to which the parties thereto have agreed, upon the terms

and subject to the conditions set forth therein, to merge the Merger Sub with

and into the Company (the "MERGER");



      WHEREAS, as of the date hereof, the Stockholder is the record or

Beneficial Owner (as defined below) of the number of shares (the "SHARES") of

common stock, par value $0.01 per share, of Parent (the "PARENT COMMON Stock"),

set forth next to the Stockholder's name on Part A of Schedule I hereto; and



      WHEREAS, as a condition to its willingness to enter into the Merger

Agreement, the Company has required that the Stockholder agree, and the

Stockholder is willing to agree, to the matters set forth herein.



      NOW, THEREFORE, in consideration of the foregoing and the agreements set

forth below, the parties hereto agree as follows:



      1.    Definitions.  Capitalized terms not expressly defined in this

Agreement shall have the meanings ascribed to them in the Merger Agreement.

For purposes of this Agreement:



            (a) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any

      securities shall mean having voting power with respect to such securities

      (as determined pursuant to Rule 13d-3(a)(1) under the Exchange Act),

      including pursuant to any agreement, arrangement or understanding, whether

      or not in writing.



            (b) "TERMINATION DATE" shall mean the date of the termination of the

      Merger Agreement pursuant to the terms thereof.



            2. Voting Agreement. From the date of this Agreement and ending on

      the first to occur of the Effective Time or the Termination Date, the

      Stockholder hereby agrees to vote (or cause to be voted) all of the

      Stockholder's Shares (and any and all securities issued or issuable in

      respect thereof) which the Stockholder is entitled to vote (or to provide

      its written consent thereto), at any annual, special or other meeting of

      the

{PAGE}   2

      stockholders of Parent, and at any adjournment or adjournments thereof, or

      pursuant to any consent in lieu of a meeting or otherwise in favor of the

      issuance of the additional shares of Parent Common Stock as contemplated

      by the Merger Agreement and any actions required in furtherance thereof.



      3.    Covenants, Representations and Warranties of the Stockholder and

The Company.



            (a)   The Stockholder hereby represents, warrants and covenants

      to the Company as follows:



                  (i) Ownership. As of the date of this Agreement, the

            Stockholder is the record and Beneficial Owner of, or (B) the

            Beneficial Owner but not the record holder of, the number of issued

            and outstanding Shares set forth next to the Stockholder's name on

            Part A of Schedule I hereto. As of the date of this Agreement, the

            Shares set forth next to the Stockholder's name on Part A of

            Schedule I hereto constitute all of the issued and outstanding

            Shares owned of record or Beneficially Owned by the Stockholder.

            Except as otherwise set forth in Part A to Schedule I hereto, the

            Stockholder has the sole power to agree to all of the matters set

            forth in this Agreement, in each case with respect to all of the

            Shares set forth next to the Stockholder's name on Part A of

            Schedule I hereto, with no material limitations, qualifications or

            restrictions on such rights, subject to applicable securities Laws

            and the terms of this Agreement.



                  (ii) Organization; Standing and Corporate Power; Binding

            Agreement. The Stockholder is a corporation duly organized, validly

            existing and in good standing under the Laws of its jurisdiction of

            organization, with full corporate power and authority to own its

            properties and carry on its business as presently conducted. The

            Stockholder has the power and authority to enter into and perform

            all of the Stockholder's obligations under this Agreement. This

            Agreement has been duly and validly executed and delivered by the

            Stockholder and constitutes a valid and binding agreement of the

            Stockholder, enforceable against the Stockholder in accordance with

            its terms (except as such enforceability may be limited by

            applicable bankruptcy, insolvency, reorganization or similar laws

            affecting creditors' rights generally and by general equitable

            principles (regardless of whether enforceability is considered in a

            proceeding in equity or at law)).



                  (iii) No Encumbrances. Except as required by Section 2 hereof

            or as provided for in that certain Pledge Agreement dated April 30,

            1996 by and between the Stockholder and Bank of Montreal, as Agent,

            at all times during the term hereof, all of the Shares will be held

            by the Stockholder, or by a nominee or custodian for the benefit of

            the Stockholder, or by a family member or Affiliate of the

            Stockholder (subject to the conditions set forth in clause (v)

            below) free and clear of all Liens.

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