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Confidentiality Agreement

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March 18, 1999

Teva Pharmaceuticals USA, Inc. 650 Cathill Rd. Sellersville, PA 18960



In connection with your consideration of a possible acquisition by you and/or your affiliate of an equity interest in, or other business arrangement with, Copley Pharmaceutical, Inc. (the "Company"), you have requested financial and other information (the "Evaluation Material") concerning the business and affairs of the Company. The term "Evaluation Material" includes written and/or oral information furnished to you or your Representatives (as defined below) by the Company (which shall be deemed to include its directors, officers, employees, agents and representatives), whether furnished before or after the date of this Confidentiality Agreement, together with all analyses, compilations, studies or other documents or records prepared by you or your representatives which contain or otherwise reflect or are generated from such information, but does not include information which (i) was or becomes generally available to the public or the pharmaceutical industry other than as a result of a disclosure by you or your directors, officers, affiliates, employees, agents or advisors or the respective representatives of your agents or advisors (all of the foregoing collectively referred to as "your Representatives"), or (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not bound by a confidentiality agreement with the Company, or (iii) was within your possession prior to its being furnished to you by or on behalf of the Company provided that the source of such information was not bound by a confidentiality agreement with the Company in respect thereof or (iv) was independently developed by you. Notwithstanding the restrictions on use and disclosure contained herein, you shall be entitled to develop the same or similar products through an independent development program without using the Evaluation Material therefor and the fact that such program shall develop the same or substantially equivalent products or technology as those for which the Company has disclosed information to you shall not, in and of itself, create any liability on your part to the Company and shall not result in any restriction on the use or disclosure by you of such independently developed products or technology. As a condition to your and your Representatives being furnished with any evaluation Material, you agree as follows: 2

Teva Pharmaceuticals USA, Inc. Confidentiality Agreement March 18, 1999 Page 2

(1) You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if information contained therein is disclosed to any third party. The Evaluation Material will not be used by you or your affiliates or your Representatives in any way detrimental the Company without limitation.

(2) You recognize and acknowledge that the Company is a public company and as such is subject to the rules and regulations of the United States Securities and Exchange Commission. You further recognize and acknowledge that all or any portion of the Evaluation Material may constitute material non-public information and that any transactions in any securities of the Company may be prohibited by the Federal securities laws in addition to the prohibitions set forth in this Confidentiality Agreement.

(3) You agree that the Evaluation Material will be used solely for the purpose of evaluating a possible transaction involving or relating to the Company (including its stockholders) and you. You also agree that you and your Representatives will keep the Evaluation Material confidential and will not disclose any of the Evaluation Material now or hereafter received or obtained from the Company or any of its representatives to any third party without the prior written consent of the Company; provided, however, that, subject to Paragraph 12 hereof, any of the Evaluation Material may be disclosed (a) to the extent required by applicable law or legal process, or (b) to your President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Chairman of the Board of Directors and to your Representatives who need to know the information contained in the Evaluation Material for the purpose of evaluating a possible acquisition by you of an equity interest in, or other business arrangement with, the Company and who agree to keep such information confidential and to be bound by this agreement to the same extent as if they were parties hereto (it being understood and agreed that your Representatives shall be informed by you of the confidential and material non-public nature of the Evaluation Material and shall be directed by you to treat the Evaluation Material confidentially). In any event, you shall be responsible for any improper use of the Evaluation
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