FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER , dated as of January 26, 2006 (this “ Amendment ”), is by and among BRADLEY PHARMACEUTICALS, INC., a Delaware corporation (the “ Borrower ”), those Domestic Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively, the “ Guarantors ”), and WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking association, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).

WHEREAS , the Borrower, the Guarantors, the lenders party thereto (the “ Lenders ”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of November 14, 2005 (as amended, restated, amended and restated, modified or supplemented from time to time, the “ Credit Agreement ”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein);

WHEREAS , the Borrower has failed to deliver to the Administrative Agent quarterly financial statements for the fiscal quarter ended September 30, 2005 by November 30, 2005, in violation of Section 5.1(b) of the Credit Agreement (the “ Section 5.1(b) Event of Default ”);

WHEREAS , the Borrower has failed to deliver to the Administrative Agent complete monthly financial statements for the month ended November 30, 2005, in violation of Section 5.1(c) of the Credit Agreement (the “ Section 5.1(c) Event of Default ”);

WHEREAS , the Borrower failed to maintain Consolidated EBITDA for the Borrower and its Subsidiaries’ of at least $42,200,000 for the fiscal year ended December 31, 2004 after giving effect to the acquisition of Bioglan Pharmaceuticals, Inc. on a pro form a basis, in violation of Section 5.9(d) of the Credit Agreement (the “ Section 5.9(d) Event of Default ”);

WHEREAS , the Borrower has failed to deliver to the Lenders the audited balance sheet and the related statements of income and of cash flows of the Borrower for the fiscal year ended December 31, 2004 by December 31, 2005, in violation of Section 5.14(a) of the Credit Agreement (the “ Section 5.14(a) Event of Default ”);

WHEREAS , the Borrower has failed to timely give written notice to the Administrative Agent of the Acknowledged Events of Default (as defined below), in violation of Section 5.7(b) of the Credit Agreement (the “ Section 5.7(b) Event of Default ”; and together with the Section 5.1(b) Event of Default, the Section 5.1(c) Event of Default, the Section 5.9(d) Event of Default and the Section 5.14(a) Event of Default, the “ Acknowledged Events of Default ”);

WHEREAS , the Borrower has requested the Required Lenders (a) waive the Acknowledged Events of Default and (b) amend certain provisions of the Credit Agreement; and

WHEREAS , the Required Lenders are willing to waive the Acknowledged Events of Default and amend the Credit Agreement, in each case subject to the terms and conditions hereof.

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.1   Waiver of Acknowledged Events of Default . Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders hereby waive, on a one-time basis, the Acknowledged Events of Default.

1.2   Effectiveness of Waiver . This Waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default other than as specifically waived herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (b) affect the right of the Lenders to demand compliance by the Borrower with all terms and conditions of the Credit Agreement, except as specifically modified or waived by this Waiver, (c) be deemed a waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

1.3   Acknowledgement of Default Rate . Notwithstanding the provisions of the Credit Agreement to the contrary, the Lenders acknowledge that, beginning as of the effective date of this Amendment, the default interest set forth in Section 2.9 of the Credit Agreement shall cease as to the Acknowledged Events of Default.

2.1   New Definition . The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“ Current Filer ” shall mean the Borrower has filed all required financial statements on Form 10-Q and Form 10-K with the SEC (including, without limitation, the

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Borrower’s annual financial statements on Form 10-K for its fiscal year ended December 31, 2005).

“ Initial MediGene Payment ” shall mean the $5,000,000 up-front payment and additional operating costs required under the MediGene Licensing Agreement, in an amount not to exceed $500,000, made by the Borrower to MediGene upon execution of the MediGene Licensing Agreement.

“ MediGene ” shall mean MediGene AG.

“ MediGene Acquisition ” shall mean the execution and delivery by the Borrower and MediGene of a collaboration and license agreement (the “ MediGene Licensing Agreement ”) and the payment of any obligation by the Borrower thereunder (other than the Initial MediGene Payment), pursuant to which the Borrower is granted the exclusive right to market and promote a treatment for external genital warts in the United States.

“ MediGene Licensing Agreement ” shall have the meaning set forth in the definition of MediGene Acquisition.

2.2   Amendment to Section 1.1 . The definition of “Commitment Period” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Commitment Period ” shall mean (a) with respect to Revolving Loans, the period (i) from and including the Closing Date to but excluding the Revolving Commitment Termination Date and (ii) in which the Borrower (A) is a Current Filer and (B) upon becoming a Current Filer, has demonstrated compliance with each of the financial covenants set forth in Section 5.9 and (b) with respect to Letters of Credit, the period (i) from and including the Closing Date to but excluding the date that is thirty (30) days prior to the Revolving Commitment Termination Date and (ii) in which the Borrower (A) is a Current Filer and (B) upon becoming a Current Filer, has demonstrated compliance with each of the financial covenants set forth in Section 5.9.

2.3   Amendment to Section 1.1 . The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Consolidated EBITDA ” shall mean, for any period, the sum of (i) Consolidated Net Income for such period, plus (ii) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (A) Consolidated Interest Expense, (B) total federal, state, local and foreign income, value added and similar taxes, (C) depreciation, amortization expense and (D) certain one-time professional and legal fees and non-cash items incurred during such period, as set forth on Schedule 1.1-4 , minus (iii) any non-cash reduction in any reserve account of a Credit Party during such period, all as determined in accordance with GAAP.

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2.4   Amendment to Section 1.1 . The definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Permitted Acquisition ” shall mean (a) the Initial MediGene Payment, (b) the MediGene Acquisition or (c) any other acquisition or any series of related acquisitions by a Credit Party of (i) all or substantially all of the assets or a majority of the outstanding Voting Stock or economic interests of a Person that is incorporated, formed or organized in the United States or (ii) any division, line of business or other business unit of a Person that is incorporated, formed or organized in the United States (such Person or such division, line of business or other business unit of such Person shall be referred to herein as the “ Target ”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.3 hereof, so long as, with respect to any acquisition pursuant to clause (b) or (c) above, the following conditions are satisfied: (A) no Default or Event of Default shall then exist or would exist after giving effect thereto, (B) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent and the Required Lenders that, after giving effect to the acquisition on a pro forma basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9, (C) the Administrative Agent, on behalf of the Lenders, shall have received (or shall receive in connection with the closing of such acquisition) a first priority perfected security interest in all property (including, without limitation, Capital Stock and real estate) acquired with respect to the Target in accordance with the terms of Sections 5.10 and 5.12 and the Target, if a Person, shall have executed a Joinder Agreement in accordance with the terms of Section 5.10, (D) the Administrative Agent and the Lenders shall have received   (I)   a description of the material terms of such acquisition, (II) audited financial statements (or, if unavailable, management-prepared financial statements) of the Target (other than the MediGene Acquisition) for its two (2) most recent fiscal years and for any fiscal quarters ending within the fiscal year to date and (III) consolidated projected income statements of the Borrower and its consolidated Subsidiaries (giving effect to such acquisition), all in form and substance reasonably satisfactory to the Administrative Agent,   (E) the Target (other than the MediGene Acquisition) shall have earnings before interest, taxes, depreciation and amortization for the four (4) fiscal quarter period prior to the acquisition date in an amount greater than $0, (F) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Board of Directors and/or shareholders of the applicable Credit Party and the Target, (G) the Borrower shall have satisfied the requirements set forth in Sections 5.14(a) and (b), (H) after giving effect to such acquisition, there shall be at least $10,000,000   of Accessible Borrowing Availability under the Revolving Committed Amount and (I) the aggregate consideration (including without limitation equity consideration, earn outs or deferred compensation or non-competition arrangements and the amount of Indebtedness and