<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
Duramed Pharmaceuticals, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value per share
_________________________________________________________________
(Title of Class of Securities)
266354 10 9
_________________________________________________________________
(CUSIP Number)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 1995
_________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
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CUSIP NO. 266354 10 9 13D Page 2 of Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Provident Bancorp, Inc.
31-0982792
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio Corporation
7 SOLE VOTING POWER
NUMBER OF 346,718 - See Item 4
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
346,718 - See Item 4
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,718 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% - See Item 4
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
___________________
This statement relates to the common stock, $.01
par value per share ("Common Stock") of Duramed Pharmaceuticals,
Inc. ("Duramed"), 7155 East Kemper Road, Cincinnati, Ohio 45249.
Item 2. Identity and Background.
_______________________
Provident Bancorp, Inc.
_______________________
(a) - (c) Provident Bancorp, Inc. ("Bancorp") is
an Ohio corporation which is registered
as a bank holding company under the Bank
Holding Company Act of 1956 and is the
parent of The Provident Bank
("Provident"). Bancorp's principal
business address and the address of its
principal office is One East Fourth
Street, Cincinnati, Ohio 45202.
(d) Bancorp during the last five (5) years,
has not been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors).
(e) Bancorp during the last five (5) years,
has not been a party to a civil
proceeding of a judicial or adminis-
trative body of competent jurisdiction
which resulted in Bancorp being at any
time subject to a judgment, decree or
final order enjoining future violations
of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation
with respect to such laws.
(f) Not applicable.
Information with respect to directors and
executive officers of Bancorp is set forth on Schedule 1 hereto.
Item 3. Source and Amount of Funds.
__________________________
The transaction wherein Bancorp, through its
wholly-owned subsidiary, Provident acquired beneficial ownership
of the Duramed securities described herein required no funds.
See Item 4.
Item 4. Purpose of Transaction.
______________________
Bancorp filed a Schedule 13D on July 19, 1993 to
report the acquisition of beneficial ownership, through its
wholly-owned subsidiary Provident, of equity securities of
Duramed. The Common Stock and the Convertible Preferred Stock
(discussed in Item 5) originally issued to Provident were
subsequently transferred to Bancorp
This Amendment No. 1 to Schedule 13D is being
filed to reflect the acquisition of a warrant to purchase 200,000
shares of Common Stock (the "Warrant") by Provident. The
Warrant, attached as Exhibit 7.1, was issued to
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Provident by Duramed on August 22, 1995 as partial consideration
for an amendment to the Amended and Restated Loan Agreement (the
"Loan Agreement") between Duramed and Provident. Among other
things, these amendments extended the maturities of Duramed's
obligations and provided for an additional $3.0 million in
borrowings by Duramed.
Duramed also entered into Amendment No. 1 to
Registration Rights Agreement and a Second Amendment to
Forbearance Agreement. The 346,718 shares of Common Stock
beneficially owned by Provident and 74,659 shares of Convertible
Preferred Stock disclosed in Item 5 were acquired pursuant to the
original Forbearance Agreement which was dated as of July 8,
1993.
Concurrently with the execution of the amendment to the
Loan Agreement and the issuance of the Warrant, Duramed and
Provident entered into another Registration Rights Agreement
pursuant to which Duramed granted to Provident certain rights to
require Duramed to register under federal and state securities
laws the Common Stock issued upon exercise of the Warrant.
Although the Warrant is currently exercisable, Bancorp
is prohibited by the Bank Holding Company Act of 1956 from
acquiring in excess of 5% of outstanding Common Stock.
Therefore, pursuant to Rule 13d-4 Bancorp disclaims beneficial
ownership of the Common Stock issuable upon exercise of the
Warrant to the extent that such exercise would result in
Bancorp's ownership of outstanding Common Stock exceeding 5%.
Bancorp intends to monitor the market for Duramed
securities and may sell some or all of the securities from time
to time, depending on conditions. Such sale could be in one or
more public or private transactions.
Except as set forth above, neither Bancorp nor any of
its subsidiaries has any plans or proposals which relate to or
would result in any of the following events:
(a) The acquisition by any person of additional
securities of Duramed, or the disposition of securities of
Duramed;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Duramed or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of Duramed or any of its subsidiaries;
(d) Any change in the present board of directors or
management of Duramed, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization
or dividend policy of Duramed;
(f) Any other material change in Duramed's business or
corporate structure;
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(g) Changes in Duramed's Certificate of Incorporation
or Bylaws or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of Duramed to be
delisted from a national securities exchange or to cease to be
authorized to be quoted on an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of Duramed becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of Issuer.
________________________________
(a) - (b)
Provident owns 346,718 shares (4.3%) of Common Stock.
In addition, Provident owns 74,659 shares of Duramed's $.001 par
value Series B Convertible Preferred Stock (the "Convertible
Preferred Stock")(convertible into 746,590 shares of Common
Stock, subject to adjustment). No shares of the Preferred Stock
are convertible by Provident or certain of its affiliates if the
effect would be to cause Provident and such affiliates to own
more than 5% of the outstanding Common Stock, except in
connection with a sale of Common Stock received upon conversion.
Provident also holds the Warrant to purchase 200,000 shares of
Common Stock. Although the Warrant is currently exercisable by
its terms, Provident cannot exercise the Warrant for shares if
the effect would be to cause Provident and its affiliates to own
more than 5% of the outstanding Common Stock. If Provident were
to convert the Convertible Preferred Stock in full and exercise
the Warrant in full, Provident would hold 14.4% of the Common
Stock.
(c) Except as reported herein, neither Bancorp nor any of
its subsidiaries have effected any transactions in equity
securities of Duramed during the past sixty days.
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
______________________________________________________
Provident is a party to the following agreements,
all of which are discussed in Items 4 or 5 above:
1. Forbearance Agreement dated July 8, 1993, as
amended.
2. Registration Rights Agreement, as amended,
relating to the Common Stock issued pursuant to the Forbearance
Agreement and the Common Stock issuable upon exercise of the
Convertible Preferred Stock.
<PAGE>
3. Warrant.
4. Registration Rights Agreement relating to the
Common Stock issuable upon exercise of the Warrant.
Other than as listed above, neither Bancorp nor
any of its subsidiaries is party to any agreement with respect to
any securities of Duramed, including agreements with respect to
the transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be filed as Exhibits.
________________________________
7.1 Warrant for the Purchase of Shares of Common
Stock.
<PAGE>
After reasonable inquiry and to the best knowledge
and belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
PROVIDENT BANCORP, INC.
Dated: August 31, 1995 BY: Mark E. Magee
_______________________
Mark E. Magee
Its: Vice President
<PAGE>
SCHEDULE 1
__________
The following is information with respect to each
person who is a director or executive officer of Bancorp.
Jack M. Cook is a director of Bancorp. Mr. Cook's
principal occupation is as President and Chief Executive Officer
of The Health Alliance of Greater Cincinnati, 2060 Reading Road,
Suite 400, Cincinnati, Ohio 45202-1456.
Allen L. Davis is a director of Bancorp. He also
serves as President of Bancorp and Provident.
Thomas D. Grote, Jr. is a director of Bancorp. Mr.
Grote's principal occupation is as President of Thomas J. Dyer
Company, 5240 Lester Road, Cincinnati, Ohio 45213.
S. Paul Mathews is director of Bancorp. Mr. Mathews'
principal occupation is as President and Secretary of the law
firm of Mathews & Mathews Co., L.P.A., 4557 Montgomery Road,
Cincinnati, Ohio 45212.
Philip R. Myers is a director of Bancorp. He also
serves as Senior Executive Vice President of Provident and Senior
Vice President of Bancorp.
Joseph A. Pedoto is a director of Bancorp. Mr.
Pedoto's principal occupation is as President of the financial
consulting firm of JLM Financial, 580 Walnut Street, Cincinnati,
Ohio 45202.
Sidney A. Peerless is a director of Bancorp. Dr.
Peerless' principal occupation is as a physician and surgeon.
Joseph A. Steger is a director of Bancorp. Mr.
Steger's principal occupation is as President of The University
of Cincinnati, Mail Location 0063, Cincinnati, Ohio 45221-0063.
John R. Farrenkopf is Vice President and Chief
Financial Officer of Bancorp and Senior Vice President and Chief
Financial Officer of Provident.
Jerry L. Grace is Vice President and Treasurer of
Bancorp and Senior Vice President and Treasurer of Provident.
Robert L. Hoverson is Senior Vice President of Bancorp
and Executive Vice President of Provident.
Mark E. Magee is Vice President, Secretary and General
Counsel of Bancorp and Senior Vice President, Secretary and
General Counsel of Provident.
The business address for Jack M. Cook is 2060 Reading
Road, Suite 400, Cincinnati, Ohio 45202-1456, for Thomas D.
Grote, Jr. is 5240 Lester Road, Cincinnati, Ohio 45213, for S.
Paul Mathews is 4557 Montgomery Road, Cincinnati, Ohio 45212, for
Sidney A. Peerless is 3131 Harvey Avenue, Cincinnati, Ohio 45229,
for Joseph A. Pedoto is 580 Walnut Street, Cincinnati, Ohio
45202, for Joseph A. Steger is University of Cincinnati, Mail
Location 0063, Cincinnati, Ohio 45221-0063, and for each of the
other persons listed above is One East Fourth Street, Cincinnati,
Ohio 45202.
<PAGE>
None of the persons listed above has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of the persons listed above has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Each of the persons listed above is a U.S. Citizen.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
___________ ______________________________________
7.1 Warrant for the Purchase of Shares of
Common Stock
295441.2
<PAGE>
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY BE OFFERED OR SOLD ONLY PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN
APPLICABLE EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE
WITH ALL APPLICABLE STATE SECURITIES LAWS.
DURAMED PHARMACEUTICALS, INC.
Warrant for the Purchase of Shares of Common Stock
No. W-2 200,000 Shares
FOR VALUE RECEIVED, Duramed Pharmaceuticals, Inc. (the
"Corporation"), a Delaware corporation, hereby certifies that The
Provident Bank, an Ohio banking corporation ("Provident") or its
assignee is entitled to purchase from the Corporation, on or
before December 31, 2005 (the "Termination Date"), Two Hundred
Thousand (200,000) fully paid and non-assessable shares of the
Common Stock, $.01 par value per share, of the Corporation, for a
purchase price of Eighteen Dollars and Twelve and One-Half Cents
($18.125) per share. Hereinafter, (i) said common stock,
together with any other equity securities which may be issued by
the Corporation in addition thereto or in substitution therefor,
is referred to as "Common Stock", (ii) the shares of Common Stock
purchasable hereunder are referred to as the "Warrant Shares",
(iii) the aggregate purchase price payable hereunder for the
Warrant Shares is referred to as the "Aggregate Warrant Price"
and (iv) the price payable hereunder for each of the Warrant
Shares is referred to as the "Per Share Warrant Price". The Per
Share Warrant Price and the number of Warrant Shares are subject
to adjustment as hereinafter provided.
1. EXERCISE OF WARRANT. This Warrant may be
exercised in whole or in part on or before the Termination Date
by the Holder (as defined in Section 5 below) of this Warrant by
the surrender of this Warrant (with the subscription form at the
end hereof duly executed) at the principal office of the
Corporation, together with payment of the Aggregate Warrant Price
for the Warrant Shares being purchased. Payment for Warrant
Shares shall be made by check payable to the order of the
Corporation.
Alternatively, all or any part of such payment may be
made by the surrender by such holder to the Corporation of any
instrument evidencing preferred stock or indebtedness of the
Corporation, or any other corporation of which the Corporation
owns at least 50% of the voting stock, which at the date of issue
thereof had a maturity of one year or more. All preferred stock
<PAGE>
or indebtedness so surrendered shall be credited against such
purchase price in an amount equal to the liquidation value or
outstanding principal amount respectively thereof plus accrued
but unpaid dividends or interest respectively to the date of
surrender.
The exercise price may also be paid by surrendering the
right to a number of shares issuable upon exercise of the Warrant
that have a fair market value equal to or greater than the
required exercise price. The fair market value shall be the last
reported price on the most recent date of trading in the Common
Stock or successor class of common stock of the Corporation. If
the Common Stock or a successor class of common stock of the
Corporation is not traded, fair market value shall be as
determined by the Board of Directors of the Corporation.
Upon such surrender of this Warrant the Corporation
will issue a certificate or certificates in the name of the
Holder for the largest number of whole shares of Common Stock to
which the Holder shall be entitled and, in lieu of any fractional
share of Common Stock to which the Holder shall be entitled, cash
equal to the fair value of such fractional share (determined in
such manner as the Board of Directors of the Corporation shall
reasonably determine).
2. RESERVATION OF WARRANT SHARES. The Corporation
will at all times reserve and keep available, solely for issuance
or delivery upon the exercise of this Warrant, the shares of
Common Stock and Other Securities (as defined below) receivable
upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer and free and clear of all pre-
emptive rights.
3. FULLY PAID STOCK; TAXES. The Corporation agrees
that the Shares of Common Stock represented by each and every
certificate for Warrant Shares or Other Securities delivered on
the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable,
and the Corporation will take all such action as may be necessary
to assure that the par value or stated value per share of Common
Stock or other capital stock included in the Other Securities is
at all times equal to or less than the then Per Share Warrant
Price. The Corporation further covenants and agrees that it will
pay, when due and payable, all federal and state stamp, original
issue or similar taxes, if any, which are payable in respect of
the issue of this Warrant and/or any Warrant Share or
certificates therefor but excluding any federal, state or local
taxes based on the income of the Holder.
4. ADJUSTMENTS OF PER SHARE WARRANT PRICE. (a) If at
any time after August 21, 1995 shares of Common Stock are issued
as a dividend or other distribution on Common Stock, the Per
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Share Warrant Price in effect at the opening of business on the
business day next succeeding the date fixed for the determination
of the shareholders entitled to receive such dividend or other
distribution shall be decreased to the Per Share Warrant Price
determined by multiplying said Per Share Warrant Price so in
effect by a fraction, the numerator of which shall be the number
of shares of Common Stock issued and outstanding at the close of
business on the date fixed for such determination and the
denominator of which shall be the sum of said number of shares
issued and outstanding at the close of business on the date fixed
for such determination and the number of shares constituting such
dividend or other distribution, such decrease becoming effective
immediately after the opening of business on the business day
next succeeding the date fixed for such determination.
(b) If at any time after August 22, 1995 the
outstanding shares of Common Stock shall be subdivided into a
greater number of shares or outstanding shares shall be combined
into a smaller number of shares, the per Share Warrant Price in
effect at the opening of business on the business day next
succeeding the day upon which such subdivision or combination
becomes effective shall be decreased or increased, as the case
may be, to the Per Share Warrant Price determined by multiplying
said Per Share Warrant Price so in effect by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding immediately before such subdivision or combination
becomes effective and the denominator of which shall be the
number of such shares outstanding at the opening of business on
the business day next succeeding the day upon which such
subdivision or combination becomes effective.
(c) If at any time after August 22, 1995 the
Corporation shall issue shares of Common Stock (other than
pursuant to any right to purchase such shares in existence as of
August 22, 1995 or pursuant to any stock option plan for
employees or directors of the Corporation) or securities
convertible into shares of Common Stock or rights, options (other
than pursuant to any right to purchase such shares in existence
as of August 22, 1995 or pursuant to any stock option plan for
employees or directors of the Corporation) or warrants (other
than this Warrant or a warrant which may be issued to Schein
Pharmaceutical, Inc. under an Agreement dated July 10, 1995)
containing the right to subscribe for or purchase shares of
Common Stock or securities convertible into shares of Common
Stock for a price per share of Common Stock, in the case of the
issuance of Common Stock, or for a price per share of Common
Stock initially deliverable upon conversion, exchange or exercise
of such convertible securities or rights, options or warrants
(including all consideration paid to acquire such convertible
securities or rights, options or warrants) (the "Issue Price"),
less than the then current Per Share Warrant Price on the date
the Corporation fixed the offering, conversion, exchange or
<PAGE>
exercise price of such shares (the "Record Date"), then the then
applicable Per Share Warrant Price shall be adjusted by
multiplying it by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately prior to
the Record Date plus the number derived by dividing (x) the
product of the number of shares of Common Stock to be issued upon
such offering, conversion, exchange or exercise and the Issue
Price by (y) the then current Per Share Warrant Price and the
denominator of which is the number of shares of Common Stock
outstanding immediately prior to the Record Date plus the number
of shares of Common Stock to be issued upon such offering,
conversion, exchange or exercise. Such adjustment shall be made
whenever such shares, convertible securities, rights, options or
warrants are issued, and shall become effective immediately after
the effective date of such event retroactive to the Record Date,
if any, for such event.
(d) If at any time after August 22, 1995 the
Corporation shall distribute to all or substantially all holders
of Common Stock either (i) evidences of indebtedness or assets
(excluding cash dividends or distributions) or (ii) any other
securities of the Corporation or any rights, warrants, options to
subscribe for, purchase or otherwise acquire securities of the
Corporation in a transaction not covered by paragraph (c) above
(any of which are referred to herein as "Other Securities"), then
and in any such case the Corporation shall either distribute such
Other Securities to the Holder of this Warrant or reserve for the
benefit of the Holder of this Warrant such amount of such Other
Securities as the Holder of this Warrant would have owned or been
entitled to receive immediately following such action had this
Warrant been exercised for shares of Common Stock immediately
prior thereto. In addition, the Corporation shall either
distribute to, or reserve for the benefit of, the Holder of this
Warrant any principal, interest, dividends or other property
payable with respect to such Other Securities as and when such
interest, dividends or other property is distributed to the
holders of Common Stock. If such a reserve is made, as and when
this Warrant is exercised, the Holder shall be entitled to
receive from the Corporation such Holder's share of such Other
Securities together with the principal, interest, dividends or
other property payable with respect thereto.
(e) Upon each adjustment of the Per Share Warrant
price pursuant to this Section 4, the Holder of this Warrant
shall thereafter (until another such adjustment) be entitled to
purchase, at the adjusted Per Share Warrant Price applicable at
the date purchase rights hereunder are exercised, the number of
shares of Common Stock, calculated to the nearest full share,
obtained by:
<PAGE>
(i) multiplying (A) the number of
Warrant Shares deliverable upon exercise of
such Warrant at the close of business on the
business day next preceding the business
day on which the Per Share Warrant Price
is so adjusted by (B) the Per Share Warrant
Price in effect at the close of business on
such next preceding business day; and
(ii) by dividing (C) the Per Share
Warrant Price as adjusted into (D) the amount
determined pursuant to the foregoing clause
(e)(i).
Irrespective of any adjustment in the Per Share Warrant Price and
the number of Warrant Shares purchasable under this Warrant, any
Warrant thereafter issued shall continue to express the Per Share
Warrant Price and the number of shares purchasable in the same
manner as the Per Share Warrant Price and the number of shares
purchasable were expressed in this Warrant when initially issued.
(f) Upon any adjustment of the Per Share Warrant Price
and/or an increase or decrease in the number of Warrant Shares
purchasable upon the exercise of this Warrant, then, and in each
such case, the Corporation will promptly obtain a certificate of
a firm of independent public accountants of recognized national
standing selected by its Board of Directors (who may be the
regular auditors of the Corporation) setting forth the adjusted
Per Share Warrant Price and the increased or decreased number of
Warrant Shares purchasable upon the exercise of this Warrant, a
brief statement of the facts accounting for such adjustment and
its opinion to the effect that such adjustment has been made in
accordance with the provisions of this Section 4. Upon receipt
of such option, the Corporation will promptly mail a copy thereof
to the Holder of this Warrant.
(g) If, on or prior to the Termination Date, the
Corporation shall consolidate with or merge into another
corporation, or another corporation shall merge into the
Corporation in a merger in which shares of Common Stock are
converted into a right to receive cash, property or other
securities, or the Corporation shall sell or transfer all or
substantially all of the assets of the Corporation, or there
shall be any reclassification of Common Stock of the Corporation,
other than a subdivision or combination of the outstanding Common
Stock, the Corporation shall take such action so that the Holder
of this Warrant will thereafter receive upon the exercise hereof
the securities or property to which a holder of the number of
shares of Common Stock then deliverable upon the exercise of such
Warrant would have been entitled to receive upon such
consolidation, merger, sale, transfer or reclassification if such
Warrant had been exercised in full immediately prior to such
transaction.
<PAGE>
(h) All calculations under this Section 4 shall be
made to the nearest one-hundredth of a cent or to the nearest one
thousandth of a share, as the case may be. No adjustment shall
be required unless such adjustment would result in an increase or
decrease of at least one (1%) percent of the Per Share Warrant
Price; provided, however, that any adjustments which by reason of
this paragraph (h) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.
(i) If at any time, as a result of an adjustment made
pursuant to paragraph (d) above, the Holder shall become entitled
to purchase any Other Securities, thereafter the number of such
Other Securities purchasable upon exercise of this Warrant and
the price of the Other Securities shall be subject to adjustment
from time to time and in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to this
Warrant contained in paragraphs (a) through (h), inclusive above.
(j) Upon the expiration of any rights, options,
warrants or conversion of exchange privileges which caused an
adjustment to the Per Share Warrant Price to be made, if any
thereof shall not have been exercised, the Per Share Warrant
Price shall, upon such expiration, be readjusted and shall
thereafter be such as it would have been had it been originally
adjusted (or had the original adjustment not been required, as
the case may be) as if (i) the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such rights, options, warrants or
conversion or exchange privileges and (ii) such shares of Common
Stock, if any, were issued or sold for the consideration actually
received by the Corporation upon such exercise plus the aggregate
consideration, if any, actually received by the Corporation for
the issuance, sale or grant of all such rights, options, warrants
or conversion or exchange privileges, whether or not exercised;
provided further, that no such readjustment shall have the effect
of decreasing the Per Share Warrant Price by an amount in excess
of the amount of the adjustment initially made in respect to the
issuance, sale or grant of such rights, options, warrants or
conversion or exchange privileges.
(k) Upon any exercise of this Warrant at a time when
there are dividends or distributions unpaid (whether as to Common
Stock or Other Securities or other property payable with respect
hereto) and as to which the dividend date or other date fixed for
payment has passed, then, (i) to the fullest extent permitted by
law, such unpaid dividends or distributions shall be paid by the
Corporation contemporaneously with the exercise of this Warrant,
and (ii) to the extent payment of such unpaid dividends or
distributions is not legally permitted, then the Per Share
Warrant Price shall be further adjusted by increasing the number
of shares of Common Stock or Other Securities or property
issuable upon conversion to take into account the value of such
<PAGE>
unpaid dividends or other distributions in determining the amount
of Common Stock or Other Securities to be issued upon exercise of
this Warrant.
5. LIMITED TRANSFERABILITY. (a) This Warrant and the
Warrant Shares have not been registered under the Securities Act
of 1933 and may be transferred only pursuant to an effective
registration thereunder or an exemption from registration
thereunder and in compliance with applicable state securities
laws. This Warrant may not be transferred if such transfer would
require any registration or qualification under, or cause the
loss of exemption from registration or qualification under, such
Act or any applicable state securities law with respect to the
Warrants or the Warrant Shares. This Warrant and any Warrant
Shares shall bear an appropriate legend with respect to such
restrictions on transfer. This Warrant is transferable only upon
the books which the Corporation shall cause to be maintained for
such purpose. Any assignment or transfer may be made by
surrendering this Warrant to the Corporation together with the
attached assignment form properly executed by the assignor or
transferor. Upon such surrender the Corporation will execute and
deliver, in the case of an assignment or transfer in whole, a new
Warrant in the name of the assignee or transferee or, in the case
of an assignment or transfer in part, a new Warrant in the name
of the assignee or transferee named in such instrument of
assignment or transfer and a new Warrant in the name of the
assignor or transferor covering the number of Warrant Shares in
respect of which this Warrant shall not be assigned or
transferred to the assignee or transferee.
(b) The Corporation may treat the registered holder of
this Warrant (the "Holder") as it appears on its books at any
time as the owner of this Warrant for all purposes. The
Corporation shall permit the Holder of this Warrant or his duly
authorized attorney, upon written request during ordinary
business hours, to inspect and copy or make extracts from its
books showing the Holders of Warrants. All Warrants will be
dated the same date as this Warrant.
6. NOTICES TO HOLDER. If at any time,
(a) the Corporation shall take any action which
would require an adjustment in the Per Share Warrant Price or in
the number of shares issuable upon exercise of this Warrant; or
(b) the Corporation shall authorize the making to
the holders of its Common Stock of any non-cash distribution on
such Common Stock; or
(c) the Corporation shall declare any dividend
(or any other distribution) on its Common Stock; or
<PAGE>
(d) there shall be any capital reorganization or
reclassification of the Common Stock, or any consolidation or
merger to which the Corporation is a party, or any sale or
transfer of all or substantially all of the assets of the
Corporation; or
(e) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Corporation;
then, in any one or more of such cases, the Corporation shall
give written notice to the Holder, not less than twenty (20) days
before any record date or other date set for definitive action,
or for any vote or action by consent by stockholders with respect
thereto, or of the date on which such reorganization,
reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up shall take place, as the case may be.
Such notice shall also set forth such facts as shall indicate the
effect of such action (to the extent such effect may be known at
the date of such notice) on the current Per Share Warrant Price
and the kind and amount of shares of Common Stock and other
securities and property deliverable upon exercise of this
Warrant. Such notice shall also specify the date as of which the
holders of the Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
sale, consolidation, merger, dissolution, liquidation or winding
up, as the case may be. Notwithstanding the foregoing, failure
to give such notice shall not affect the validity of any such
action.
7. LOSS, ETC. OF WARRANT. Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction
or mutilation of this Warrant, and of indemnity in form and
amount reasonably satisfactory to the Corporation, if lost,
stolen or destroyed, and upon surrender and cancellation of this
Warrant, if mutilated, and upon reimbursement of the
Corporation's reasonable incidental expenses, the Corporation
shall execute and deliver to the Holder a new Warrant of like
date, tenor and denomination.
8. WARRANT HOLDER NOT A SHAREHOLDER. This Warrant
does not confer upon the Holder any rights or liabilities as a
shareholder prior to the exercise hereof.
9. COMMUNICATION. No notice or other communication
under this Warrant shall be effective unless, but any notice or
other communication shall be effective and shall be deemed to
have been given if, the same is in writing and is delivered by
hand or by facsimile to
<PAGE>
(a) the Corporation at 7155 East Kemper
Road, Cincinnati, Ohio 45249, or such other
address as the Corporation has designated in
writing to the Holder, or
(b) the Holder at One East Fourth
Street, Cincinnati, Ohio 45202, Attn:
President, or such other address as the
Holder has designated in writing to the
Corporation.
10. HEADINGS. The headings of this Warrant have been
inserted as a matter of convenience, and shall not affect the
construction hereof.
11. AMENDMENTS. This Warrant may be amended only by
written agreement of the Corporation and the Holder.
12. APPLICABLE LAW. This Warrant shall be governed by
and construed in accordance with the laws of the State of Ohio
applicable to agreements made and to be performed therein.
IN WITNESS WHEREOF, DURAMED PHARMACEUTICALS, INC. has
executed this Warrant as of the 22nd day of August, 1995.
DURAMED PHARMACEUTICALS, INC.
By___________________________
President
<PAGE>
SUBSCRIPTION
The undersigned, ____________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe
for and purchase ______ shares of Common Stock of DURAMED
PHARMACEUTICALS, INC. covered by said Warrant, and makes payment
therefor in full at the price per share provided by said Warrant.
Dated: ________________ Signature____________________________
Address______________________________
_____________________________
ASSIGNMENT
FOR VALUE RECEIVED ___________________ hereby sells,
assigns and transfers unto ______________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably
constitute and appoint ____________________, attorney, to
transfer said Warrant on the books of DURAMED PHARMACEUTICALS,
INC. _________ hereby agrees to be bound by the terms of the
Warrant as defined therein.
______________________________
