EXHIBIT 10.65 AMENDMENT NO.1 TO EXCLUSIVITY TRANSFER AGREEMENT

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                                                                 FORM 10-K: 2003

                                                                   EXHIBIT 10.65

                AMENDMENT NO.1 TO EXCLUSIVITY TRANSFER AGREEMENT

         This Amendment No.1 is made as of December 30, 2003 to the Exclusivity

Transfer Agreement dated as of July 31, 2003 by and among ANDRX PHARMACEUTICALS,

LLC, a Delaware limited liability company, ANDRX PHARMACEUTICALS, INC., a

Florida corporation, IMPAX LABORATORIES, INC., a Delaware corporation, and TEVA

PHARMACEUTICALS CURACAO N.V., a Netherlands Antilles company.

                                   WITNESSETH:

         NOW, THEREFORE; the Parties hereto hereby agree as follows:

         1. Amendment. Effective as of the date of the Agreement, the Agreement

is hereby amended to amend and restate Section 6.2 in its entirety as follows:

         "Section 6.2. Special Provisions Following and Prior to Viability Date.

         (a) In addition, any information excha