EON LABS MANUFACTURING, INC.

EMPLOYMENT AGREEMENT

        EMPLOYMENT AGREEMENT, dated as of this 11th day of February, 2002 (the "Effective Date"), between Eon Labs Manufacturing, Inc. (the "Company"), and Jeffrey S. Bauer, Ph.D. (the "Executive").

R E C I T A L S:

        WHEREAS, the Company recognizes that the future growth, profitability and success of the Company's business will be substantially and materially enhanced by the employment of the Executive by the Company; and

        WHEREAS, the Company desires to employ the Executive and the Executive has indicated his willingness to provide his services, on the terms and conditions set forth herein.

        NOW, THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

        Section 1.    Employment.    The Company hereby agrees to employ the Executive and the Executive hereby accepts employment with the Company, on the terms and subject to the conditions hereinafter set forth. During the Employment Term (as hereinafter defined), the Executive shall serve as Vice President, Business Development of the Company, and in such other senior executive position or positions with the Company and its subsidiaries commensurate with the Executive's title as Vice President, Business Development as the Board of Directors of the Company (the "Board") shall from time to time specify. During the Employment Term, the Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder, together with other senior executive duties, responsibilities and obligations commensurate with the Executive's title as the Board shall from time to time specify.

        Section 2.    Term.    Unless sooner terminated pursuant to Section 6 hereof, the Executive's employment hereunder shall commence on the Effective Date and shall continue during the period ending on the third anniversary of the Effective Date (the "Initial Employment Term"). Subject to Section 6 hereof, the Initial Employment Term shall be extended automatically without further action by either party by one additional year (added to the end of the Initial Employment Term) first on third anniversary of the Effective Date, and on each succeeding anniversary thereafter, unless, not later than ninety (90) days prior to the end of the Initial Employment Term (or extension thereof), either the Company or the Executive shall have notified the other in writing of its intention not to renew this Agreement. The Initial Employment Term, together with any extension thereof pursuant to this Section 2, shall be referred to as the "Employment Term."

        Section 3.    Compensation.    During the Employment Term, the Executive shall be entitled to the following compensation and benefits:

        (a)    Salary.    As compensation for the performance of the Executive's services hereunder, the Company shall pay to the Executive a salary of $170,000 per annum with increases, if any, as may be approved in writing by the Board (the "Salary"). The Salary shall be payable in accordance with the payroll practices of the Company as the same shall exist from time to time.

        (b)    Annual Bonus.    In the sole discretion of the Board, the Executive shall be eligible to receive an annual cash bonus; provided, however, that in the event the Company adopts an annual bonus plan for its senior executives, the Executive shall participate in such plan on the same basis as other senior executives of the Company (with appropriate adjustment due to differences in title and salary).

        (c)    Benefits.    The Executive shall be entitled to an amount of paid vacation per year as provided in the Company's vacation policy, which shall in no event be less than three (3) weeks per year. In addition, the Executive shall be entitled to participate in health, insurance, pension and other benefits provided to other senior executives of the Company. The Executive shall also be entitled to the same number of holidays, sick days and other benefits as are generally allowed to other senior executives of the Company in accordance with the Company policy in effect from time to time.

        Section 4.    Exclusivity.    During the Employment Term, the Executive shall devote his full working time to the business of the Company, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him in accordance with the terms of this Agreement, shall use his best efforts to promote and serve the interests of the Company, and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit, except that the Executive may (i) participate in the activities of professional trade organizations related to the business of the Company, (ii) engage in personal investing activities and/or charitable activities consistent with the Company's policy regarding investments (which may change from time to time) or (iii) with the consent of the Board, serve as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, provided that activities set forth in these clauses (i), (ii), or (iii) either singly or in the aggregate, do not interfere in any material respect with the services to be provided by the Executive hereunder.

        Section 5.    Reimbursement for Expenses.    

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