May 20, 2000



Watson Pharmaceuticals, Inc.

311 Bonnie Circle

Corona, California 91720

Attn:  Allen Y. Chao

        Chairman, President and Chief Executive Officer

      Michael E. Boxer

        Chief Financial Officer



           Re:  $1,100,000,000 Senior Secured Credit Facilities



                               COMMITMENT LETTER



Gentlemen:



     You have advised Societe Generale ("SG") and SG Cowen Securities

Corporation ("SG Cowen") that Watson Pharmaceuticals, Inc. (the "Company")

proposes to acquire Schein Pharmaceuticals, Inc. ("Schein", the acquisition of

Schein being the "Acquisition") and that the total consideration will be no more

than $975,000,000 (excluding transaction costs) for the Acquisition and the

refinancing of certain outstanding indebtedness of Schein. In connection with

the foregoing transactions, you have advised us that you desire to establish

senior secured credit facilities in an aggregate amount of $1,100,000,000 (the

"Facilities") to finance the Acquisition and the related transaction fees and

costs, to refinance certain existing indebtedness of Schein, and to finance

working capital and other general corporate needs of the Company and its

subsidiaries.



     SG Cowen agrees to act as the arranger and sole book runner (the

"Arranger") and is pleased to inform you that SG agrees to be a Lender (as

defined below) under the Facilities and hereby commits to provide 100% of the

Facilities and to act as Administrative Agent and Syndication Agent, subject to

the terms and conditions described in this letter, the attached Annex I and the

Fee Letter (this letter, Annex I and the Fee Letter being collectively referred

to herein as the "Commitment Letter").



     The anticipated sources and uses of funds for the closing of the

Acquisition and the related transactions are set forth on the attached Schedule.



SYNDICATION



     SG and the Arranger reserve the right, prior to or after the execution of

definitive documentation with respect to the Facilities, to syndicate all or a

portion of the commitment to one or more banking or financial institutions or

institutional lenders that will become parties to such definitive documentation

pursuant to a syndication to be managed by the Arranger (the banking or

financial institutions and institutional lenders becoming parties to such

definitive documentation being collectively referred to herein as the

"Lenders"). You understand that the Arranger intends to commence syndication

efforts promptly.



     The Arranger will manage the syndication in consultation with you,

including the timing of all offers to potential Lenders, the acceptance of

commitments, and the determination of the amounts offered and the compensation

provided.



     You agree to take all action as the Arranger may reasonably request to

assist it in forming a syndicate acceptable to the Arranger and you. Your

assistance to the Arranger in forming such a syndicate shall include but not be

limited to: (i) making senior management and representatives of Schein and the

Company available to participate in informational meetings with potential

Lenders at such times and places as the Arranger may reasonably request; (ii)

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