AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT dated as of the 19th day of August, 2005 between Barr Pharmaceuticals, Inc. (“ BPI ”) and Barr Laboratories, Inc. (“ BLI-DE ”), Delaware corporations having their principal executive offices at 400 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, parties of the first part, and Frederick J. Killion (the “ Employee ”).

WITNESSETH:

     WHEREAS, Barr Laboratories, Inc., a publicly-traded New York corporation (“ BLI-NY ”) and the Employee entered into an employment agreement dated as of February 8, 2002, which was amended and restated as of February 19, 2003 (as so amended and restated, the “ Employment Agreement ”); and

     WHEREAS, BLI-NY was reincorporated as a Delaware corporation on December 31, 2003 by merging into BPI, which was the corporation that survived the merger and which has succeeded to the rights and obligations of BLI-NY under the Employment Agreement; and

     WHEREAS, in connection with the reincorporation BLI-NY contributed its principal operating assets, including its rights under the Employment Agreement, to BLI-DE, which was a subsidiary of BLI-NY and which became a subsidiary of BPI as a result of the merger; and

     WHEREAS, BPI, BLI-DE and the Employee wish to amend and restate the Employment Agreement to reflect the reincorporation of BLI-NY and related changes in the structure and operations of its affiliated companies, and to make certain other changes;

     NOW, THEREFORE, BPI, BLI-DE and the Employee hereby agree that, effective as of December 31, 2003, the Employment Agreement is amended and restated in its entirety to read as follows:

     1.  Employment . The Company agrees to employ the Employee, and the Employee agrees to remain in the employ of the Company, during the term of this Agreement on the terms and conditions hereafter set forth. Subject to paragraph 13(d) below, where used in this Agreement, the “ Company ” means BPI or, commencing on the effective date of any assignment of BPI’s rights or obligations in accordance with paragraph 13(d) below, the Permitted Assignee (as such term is defined in that paragraph) to which such rights or obligations are so assigned.

     2.  Term. The term of this Agreement shall commence on February 19, 2003 (the “ Commencement Date ”) and shall terminate at 5 P.M. on the third anniversary of the Commencement Date unless sooner terminated in accordance with the terms of this Agreement or extended as hereinafter provided. The term of this Agreement shall be extended, without further action by BPI or the Employee, on the date (the “ Extension

Effective Date ”) which is six months before the third anniversary of the Commencement Date and on the date (also an “ Extension Effective Date ”) which is six months before each subsequent anniversary of the Commencement Date, for successive periods of twelve months each, unless either BPI or an Affiliate (as defined in paragraph 3(a) below) shall have given written notice to the Employee, or the Employee shall have given written notice to BPI, in the manner set forth in paragraph 13(e) or (f) below, prior to the Extension Effective Date in question, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be. Examples that illustrate the intended operation of the preceding sentence appear in the Appendix to this Agreement.

     3.  Positions and Responsibilities; Place of Performance .

          (a) Throughout the term of this Agreement, the Employee agrees to remain in the employ of the Company, and the Company agrees to employ the Employee, as the Vice President, General Counsel and Secretary of BPI, and as the Senior Vice President, General Counsel and Secretary of BLI-DE, reporting to the Chairman of the Board and Chief Executive Officer of BPI (the “ CEO ”). As the Vice President, General Counsel and Secretary of BPI, and the Senior Vice President, General Counsel and Secretary of BLI-DE, the Employee shall be responsible for managing and supervising, and shall have responsibility for the day-to-day conduct of, the legal affairs, including managing and supervising internal and external counsel, of BPI, BLI-DE and such other subsidiaries of BPI as BPI shall determine from time to time, subject to the authority of the Board of Directors of BPI (the “ BPI Board ”), the CEO and the Chief Operating Officer of BLI-DE (the “ COO ”), and shall have all of the powers, authority, duties and responsibilities he has had prior to the Commencement Date and all of the powers, authority, duties and responsibilities usually incident to the position and role of Vice President, General Counsel and Secretary in public companies that are comparable in size, character and performance to BPI (including its interests in BLI-DE and the other Affiliates) and the position and role of Senior Vice President, General Counsel and Secretary of companies that are comparable in size, character and performance to BLI-DE, and such other reasonable duties, consistent with the position of such a Vice President and Senior Vice President, as may lawfully be assigned to him by the BPI Board, the CEO or the COO. As used in this paragraph 3(a) and elsewhere in this Agreement, the term “ Affiliate ” means any “person” (as such term is used in sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, BPI. For the purposes of the preceding sentence, the word “ control ” (by itself and as used in the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a “person”, whether through the ownership of voting securities, by contract, or otherwise.

          (b) In connection with his employment by the Company, the Employee shall be based at the principal executive offices of BPI and BLI-DE in Washington, D.C., and he agrees to travel, to the extent reasonably necessary to perform

his duties and obligations under this Agreement, to Company facilities and other destinations elsewhere at the Company’s expense.

          (c) During the term of this Agreement, the Employee shall serve the Company on an exclusive basis (it being understood that the Employee’s engaging in activities on behalf of BPI or an Affiliate shall be deemed serving the Company for this purpose) and shall devote all his business time, attention, skill and efforts to the faithful performance of his duties hereunder; provided that the Employee may engage in community service and charitable activities that do not materially interfere with the performance of his duties and responsibilities hereunder.

     4.  Compensation . For all services rendered by the Employee in any capacity during the term of this Agreement, and for his undertakings with respect to confidential information, non-solicitation and disparaging remarks set forth in sections 6 and 7 below, the Employee shall be entitled to the following:

          (a) a salary, payable in installments not less frequent than monthly, at the annual rate on February 19, 2003 of three hundred and forty thousand dollars ($340,000), with such increases in such rate, if any, as the Compensation Committee of the BPI Board may approve from time to time during the term of this Agreement in accordance with BPI’s regular administrative practices applicable to senior officers from time to time during the term of this Agreement (the annual salary rate as increased from time to time during the term of this Agreement being hereafter referred to as the “ Base Salary ”);

          (b) participation in BPI’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an award in accordance with the terms and conditions of such plan, for each fiscal year of BPI that commences or terminates during the term of this Agreement, of up to 40% of the Base Salary earned during such year (or such higher percentage as the BPI Board or a committee of the BPI Board may allow from time to time during the term of this Agreement), it being understood that any award for the fiscal year of BPI in which the term of this Agreement terminates pursuant to the terms hereof shall be prorated based on the portion of such fiscal year that coincides with the term of this Agreement and shall be made at the same time as awards (if any) are made to other participants with respect to such fiscal year;

          (c) participation in BPI’s stock incentive plan as from time to time in effect, subject to the terms and conditions of such plan;

          (d) the business and personal use of an automobile at Company expense including, without limitation, payment or reimbursement of automobile insurance and maintenance expenses in accordance with BLI-NY’s automobile policy applicable to senior officers on the Commencement Date; and

          (e) participation in all health, welfare, savings and other employee benefit and fringe benefit plans (including vacation pay plans or policies and life and disability insurance plans) in which other senior officers of BPI or BLI-DE participate during the term of this Agreement, subject in all events to the terms and conditions of such plans as in effect from time to time. Nothing in this paragraph (e) shall preclude BPI or BLI-DE from amending or terminating any such plan at any time; provided that in no event shall the Employee be entitled to less than four weeks of vacation with pay per year of employment. The plans covered by this paragraph (e) shall not include the annual incentive or stock incentive plans, which are covered by paragraphs (b) and (c) above.

     5.  Termination of Employment .

          (a)  Termination by BPI or an Affiliate without Good Cause or by the Employee for Good Reason.

               (i) If the Employee’s employment with the Company is terminated by BPI or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with paragraph 13(d) below) or is terminated by the Employee for Good Reason, in either case during the term of this Agreement and other than at the expiration of the term of this Agreement as the same may have been extended in accordance with the provisions of section 2 above (any such employment termination being hereafter referred to as a “ Compensable Termination ”), the Company shall pay the Employee the portion of his Base Salary accrued through the date of the Compensable Termination and any other amounts to which he is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which he participated prior to the Compensable Termination and, in addition, subject to compliance by the Employee with the provisions of sections 6 and 7 below, relating to confidential information, non-solicitation and disparaging remarks, the Company shall, as liquidated damages or severance pay or both (whichever characterization(s) will serve to validate the payments), and as additional consideration for the Employee’s undertakings under sections 6 and 7 below, pay the Employee the following:

                    (A) his annual bonus for the fiscal year of BPI preceding the fiscal year of BPI in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such bonus to be determined by the Compensation Committee of the BPI Board on a basis consistent with the prior bonus determinations with respect to the Employee or, in the event a Change in Control or Potential Change in Control (as defined in section 11 below) occurred before the Compensable Termination, consistent with the bonus determinations with respect to the Employee prior to the Change in Control or Potential Change in Control; and

                    (B) a prorated annual bonus for the fiscal year of BPI in which the Compensable Termination occurs, such prorated annual bonus to be determined by multiplying the “Applicable Average Bonus” as defined below in this subparagraph 5(a)(i)(B) by a fraction the numerator of which shall be the number of days

elapsed in such fiscal year through (and including) the date on which the Compensable Termination occurs and the denominator of which shall be the number 365. For purposes of this Agreement, the “ Applicable Average Bonus ” means the higher of (I) the average annual bonus (including any deferred bonus) awarded to the Employee during the three year period immediately preceding the Compensable Termination (annualizing any bonus awarded for less than a full year of employment), or (II) the average annual bonus (including any deferred bonus) awarded to the Employee during the three fiscal years of BPI or, if applicable, BLI-NY that precede the fiscal year in which the Compensable Termination occurs or during the portion of such three fiscal years in which he was employed by the Company or BLI-NY (annualizing any bonus awarded for less than a full year of employment); provided that, if the Compensable Termination occurs after a Change in Control or Potential Change in Control, the Applicable Average Bonus shall not be less than the average annual bonus (including any deferred bonus) awarded to the Employee during the three years preceding the date on which the Change in Control or Potential Change in Control occurred (annualizing any bonus awarded for less than a full year of employment); and

                    (C) an amount of money (the “ Severance Payment ”) equal to two (2) times the Employee’s “Annual Cash Compensation” as hereafter defined, unless the Severance Payment is payable solely on account of the Employee’s resignation for Good Reason pursuant to subparagraph 5(d)(v) below (relating to BPI or an Affiliate giving the Employee notice of non-extension), in which case the Severance Payment shall be equal to one and one-quarter (1 ¹ / 4 ) times the Employee’s “Annual Cash Compensation” as hereafter defined. Except as otherwise provided hereafter in this subparagraph 5(a)(i)(C), seventy-five percent (75%) of the Severance Payment shall be paid in a lump sum within ten days after the date of the Compensable Termination. The twenty-five percent (25%) balance of the Severance Payment shall be paid in six (6) equal monthly installments one of which shall be paid at the end of each of the first six (6) months after the date of the Compensable Termination, provided, in the case of each of such six installments, that the Employee has not accepted full-time or regular part-time employment with or regularly served as a consultant to a for-profit pharmaceutical company prior to the date for payment of such installment, it being understood and agreed that the foregoing condition shall not be violated by the Employee’s serving as a member of a board of directors of a for-profit pharmaceutical company or by his performing consulting services on an ad hoc basis for such a company. If a Change in Control or Potential Change in Control as defined in section 11 below occurs (either before or after the Compensable Termination), the Severance Payment (or, in the case of a Change in Control or Potential Change in Control that occurs after the Compensable Termination, any portion thereof that remains unpaid at the time such Change in Control or Potential Change in Control occurs) shall be paid in a lump sum within ten days after the Compensable Termination (or, in the case of a Change in Control or Potential Change in Control that occurs after the Compensable Termination, within ten days after the Change in Control or Potential Change in Control occurs), and the two preceding sentences of this subparagraph shall not apply. In addition, if the Severance Payment is payable solely on account of the Employee’s resignation for Good Reason pursuant to subparagraph 5(d)(v) below (relating to BPI or an Affiliate giving the Employee notice of

non-extension), the Severance Payment shall be paid in a lump sum within ten days after the Employee resigns for such Good Reason, and the second and third preceding sentences of this subparagraph shall not apply. During the 18 month period following a Compensable Termination, the Company shall also provide the Employee with COBRA coverage at its expense. For purposes of this section 5, the Employee’s “ Annual Cash Compensation ” shall mean the sum of (I) the Employee’s highest Base Salary (i.e., one year’s salary at its highest rate), plus (II) the “Applicable Average Bonus” as defined in subparagraph 5(a)(i)(B) above.

               (ii) If the term of this Agreement as the same may have been extended in accordance with the provisions of section 2 above is not extended or further extended because BPI or an Affiliate gives written notice of non-extension to the Employee as provided in section 2 above, and there is not Good Cause for termination of the Employee’s employment at the time of giving such notice, and the Employee does not thereafter resign for Good Reason during the term of this Agreement as permitted by paragraph 5(d)(v) below, then the Company, subject to fulfillment by the Employee of his obligations under this Agreement during the balance of the term and his compliance with the provisions of sections 6 and 7 below, relating to confidential information, non-solicitation and disparaging remarks, shall, as non-renewal compensation, and as additional consideration for the Employee’s undertakings under this Agreement including sections 6 and 7 below, pay the Employee an amount of money (the “ Non-Renewal Payment ”) equal to the Employee’s Annual Cash Compensation as defined in subparagraph 5(a)(i)(C) above, in addition to any other amounts to which the Employee may be entitled hereunder (including without limitation his annual bonus pursuant to paragraph 4(b) above for the fiscal year of BPI in which his employment terminates and any amounts to which he may be entitled under section 8, 9 or 10 below) or by law or pursuant to the terms of any compensation or benefit plan or arrangement in which he participated before his employment terminated. The Non-Renewal Payment shall be paid in a lump sum within ten days after the date on which the Employee’s employment terminates. During the 18 month period following the termination of his employment, the Company shall also provide the Employee with COBRA coverage at its expense.

               (iii) The foregoing provisions of (including any payments under) this paragraph 5(a) shall be in lieu of any severance pay that may be payable under any plan or practice of BPI or any Affiliate, but shall be in addition to (and not in lieu of) any payments to which the Employee may be entitled under sections 8, 9 and 10 below. Subparagraphs 5(a)(i)(C) and 5(a)(ii) above are intended to be mutually exclusive, and in no event shall such subparagraphs, either individually or collectively, be construed to require the Company to pay an amount of money in excess of two (2) times the Employee’s Annual Cash Compensation under such subparagraphs, either individually or collectively, in addition to the 18 months of COBRA coverage provided for therein. The Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement (including but not limited to any payment provided for above in this paragraph 5(a)) by seeking other employment or otherwise, nor shall any compensation earned by the Employee in other employment or otherwise reduce the amount of any payment or benefit provided for in this Agreement.

          (b)  Termination by BPI or an Affiliate for Good Cause or by the Employee without Good Reason. If, during the term of this Agreement, the Employee’s employment by the Company is terminated by BPI or an Affiliate for Good Cause or by the Employee without Good Reason, the Employee shall not be entitled to receive any compensation under section 4 above accruing after the date of such termination or any payment under paragraph 5(a) above. However, any obligations BPI or the Company under sections 8, 9 and 10 below shall not be affected by such termination of employment. The provisions of this paragraph 5(b) shall be in addition to, and not in lieu of, any other rights and remedies the Company may have at law or in equity or under any other provision of this Agreement in respect of such termination of employment. However, if during the term of this Agreement the Employee’s employment is terminated by the Employee without Good Reason and the Employee gives BPI at least 120 days’ advance notice of such termination, then the Employee shall not have any obligation or liability to BPI or any Affiliate under this Agreement on account of such termination of employment, but his obligations under section 6 and 7 hereof shall not be affected by such termination of employment.

          (c)  Good Cause Defined . For purposes of this Agreement, BPI and its Affiliates shall have “Good Cause” to terminate the Employee’s employment by the Company during the term of this Agreement only if:

               (i) (A) the Employee fails to substantially perform his duties hereunder for any reason or to devote substantially all his business time exclusively to the affairs of the Company (including Company activities on behalf of BPI or an Affiliate), other than by reason of a medical condition that prevents the Employee from substantially performing his duties hereunder even with a reasonable accommodation by the Company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed 30 days, after the Employee receives written notice from BPI or an Affiliate of such failure; or

               (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or

               (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of his duties hereunder; or

               (iv) the Employee materially breaches his obligations under section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation.

Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, BPI and its Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three years after a Change in Control or Potential Change in Control (as such

terms are defined in section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon BPI, (B) the BPI Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to misconduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such misconduct, and, provided further, that this sentence shall not apply to conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by him intentionally and in bad faith (i.e., without reasonable belief that his action or omission was in furtherance of the interests of the Company, BPI or an Affiliate).

          (d)  Good Reason Defined . For purposes of this Agreement, the Employee shall have “ Good Reason ” to terminate his employment during the term of this Agreement only if:

               (i) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under section 4 above or section 8, 9 or 10 below and the failure is not remedied within 30 days after BPI receives written notice from the Employee of such failure; or

               (ii) the Employee is assigned duties, responsibilities or reporting relationships not contemplated by section 3 above without his consent, or his duties or responsibilities or power or authority contemplated by section 3 above are limited in any respect materially detrimental to him, and in either case the situation is not remedied within 30 days after BPI receives written notice from the Employee of the situation; or

               (iii) he is removed from, or not elected or reelected to, the office, title or position of Vice President, General Counsel and Secretary of BPI or Senior Vice President, General Counsel and Secretary of BLI-DE, and BPI and its Affiliates do not have Good Cause for doing so; or

               (iv) BPI or an Affiliate relocates his office outside of either (A) the principal executive offices of BPI or BLI-DE in Washington, D.C., or (B) Washington, D.C., in either case (A) or (B) without his written consent (given in a personal rather than representative capacity), and the situation is not remedied within 30 days after BPI receives written notice from the Employee of the situation; or

               (v) BPI or an Affiliate gives the Employee written notice, in the manner set forth in paragraph 13(e) or (f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is

given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Employee shall constitute Good Reason only if and when the Employee shall have performed such of his duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO or the BPI Board may reasonably request in writing to transition his duties and responsibilities; or

               (vi) a Change in Control occurs and as a result thereof either (A) equity securities of BPI cease to be publicly-traded, or (B) the Employee is not elected or designated to serve as the sole General Counsel and Secretary of BPI or its survivor and the sole General Counsel and Secretary of BLI-DE or its survivor in the Change in Control; or

               (vii) a Change in Control or Potential Change in Control occurs and (A) the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to the Employee during the four years prior to the Change in Control or Potential Change in Control, or (B) the material terms of such options (including without limitation vesting schedules) are less favorable to the Employee than the material terms of the options that were granted to the Employee during the four years prior to the Change in Control or Potential Change in Control, and in either case (A) or (B) the situation is not remedied within 30 days after BPI receives written notice from the Employee of the situation. For purposes of (A) and (B) of this subparagraph 5(d)(vii), if free-standing stock appreciation rights are granted to the Employee, the stock subject to such rights shall be considered stock that is optioned to the Employee, and if alternative stock appreciation rights (aka tandem stock appreciation rights) are granted to the Employee, the stock appreciation rights shall be considered terms of the options to which they are alternative/tandem; or

               (viii) BPI or a Permitted Assignee attempts to assign any of its rights or obligations under this Agreement other than in accordance with paragraph 13(d) below and does not remedy the situation within 30 days after BPI receives written notice from the Employee of the situation.

In no event shall the Employee’s continued employment after any of the foregoing constitute his consent to the act or omission in question, or a waiver of his right to terminate his employment for Good Reason hereunder on account of such act or omission.

          (e)  Disability