CONSENT AND RELEASE AGREEMENT

This Consent and Release Agreement (this “ Agreement ”) is entered into as of January 27, 2009, by and among RxElite, Inc., a Delaware corporation (the “ Company ”), RxElite Holdings, Inc., a Delaware corporation (the “ Acquired Company ”), Castlerigg Master Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (the “ Lender ”), and Piramal Healthcare, Inc., a Delaware corporation (“ Purchaser ”).  All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in that certain Securities Purchase Agreement, dated as of December 31, 2007, by and between the Company and the Lender, as amended through the date hereof (the “ Securities Purchase Agreement ”).

WHEREAS, in connection with the Securities Purchase Agreement, the Company issued to the Lender a senior secured promissory note in the original principal amount of $10,500,000, dated as of December 31, 2007 (the “ Notes ”);

WHEREAS, the Lender currently owns all of the outstanding Notes ;

WHEREAS, the Company owns 100% of the issued and outstanding capital stock of the Acquired Company (the “ Shares ”) which have been pledged to the Lender as collateral for the Notes pursuant to a Pledge Agreement dated as of December 31, 2007 (the “ Pledge Agreement ”); the assets of the Acquired Company constitute “Collateral” for the Notes as defined in that certain Security Agreement by and between the Company and Lender dated as of December 31, 2007 (the “ Security Agreement ”); and the Acquired Company is guarantor of the Notes pursuant to that certain Guaranty dated as of December 31, 2007 by and between the Acquired Company and Lender (the “ Guaranty ”);

WHEREAS, the Company wishes to sell the Shares to Purchaser and the Purchaser wishes to purchase the Shares (the “ Acquisition ”)   from the Company free and clear of any and all obligations to Lender, including without limitation those pursuant to the Securities Purchase Agreement, in order to acquire the Retained Assets and Retained Liabilities, as each such term is defined on  Exhibit A annexed hereto, pursuant to the terms of a Stock Purchase Agreement, substantially in the form of Exhibit B annexed hereto (the “ Stock Purchase Agreement ”);

WHEREAS, each of the Company, the Acquired Company and the Lender desire to facilitate the transactions contemplated by the Stock Purchase Agreement, and, subject to the terms hereof, approve the sale of the Acquired Company to Purchaser, terminate the pledge of the Shares under the Pledge Agreement, release any and all Retained Assets as collateral under the Notes, terminate the Guaranty, and along with the Purchaser, terminate the Intercreditor Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms of this Agreement, the Lender, the Company and the Purchaser agree as follows:

1.            Representations of Lender. Lender represents and warrants to Purchaser that (i) Lender owns all of the outstanding Notes issued under the Securities Purchase Agreement, and (ii) Lender has full right and authority, without consent or action of any other person, to take the actions set forth herein.

2.            Payment of Purchase Price.   The Purchaser and the Company hereby agree that $2,546,069.30 of the Purchase Price (the “ Specified Sale Proceeds” )   shall be paid at the closing of the Acquisition as follows:  (i) $1,800,000 to the Lender in accordance with the wire instructions set forth in Section 1 on Exhibit C hereto; (ii) $100,000 to Schulte Roth & Zabel LLP, in payment of legal fees in accordance with the wire instructions set forth in Section 2 on Exhibit C hereto; and (iii) $646,069.30 into the blocked account of the Company, in accordance with the wire instructions set forth in Section 3 on Exhibit C hereto.

3.            Approval and Acceptance; Covenants Related to Challenge of Transactions.  The Lender, on its own behalf and as a Collateral Agent under the Transaction Documents, has fully reviewed the Stock Purchase Agreement, the Bill of Sale and Assignment by and between the Company and the Acquired Company, dated as of the date hereof, Assignment and Assumption of Assigned Contracts Agreement,  by and between the Company and the Acquired Company, dated as of the date hereof, and all related documents and agreements (collectively, the “ Stock Purchase Documents ”), and hereby approves, accepts and consents to the sale of the Acquired Company and the transfer of the Retained Assets and Retained Liabilities pursuant to the terms of the Stock Purchase Documents. Lender has determined that the purchase price set forth in the Stock Purchase Documents (the “ Purchase Price”) , giving due consideration to the assumption of certain liabilities by Purchaser and other non-cash consideration, is reasonably equivalent value and represents fair consideration for the purchase of the Shares of the Acquired Company and all assets being purchased thereby (including without limitation the Retained Assets) net of all Retained Liabilities.  Lender hereby covenants, now and forever, to refrain from challenging or contesting in any manner, in any forum, including without limitation a bankruptcy proceeding, that the Purchase Price is reasonably equivalent value and represents fair consideration for the purchase of the Shares and all assets being purchased thereby (including without limitation the Retained Assets) net of all Retained Liabilities.

4.            Release of Obligations and Collateral; Delivery of Possessory Collateral .  Upon (i) satisfaction of all closing conditions by the Company and the Purchaser under the Stock Purchase Agreement, including without limitation, the receipt by the Company of the Purchase Price and (ii) the receipt of the Specified Sale Proceeds in accordance with the terms hereof; automatically and without any further action by the parties to this Agreement, Lender agrees that: (x) all obligations of the Acquired Company under the Securities Purchase Agreement, the Notes, the Guaranty and the other Transaction Documents and (y) all security interests and other liens, rights of set off against, and pledges in favor of, granted to or held by Lender in or against the Acquired Company, including without limitation the Retained Assets (but excluding any lien of the Lender in the proceeds received by the Company as consideration for the sale of the Shares and the Retained Assets), the Shares, including without limitation, under the Securities Purchase Agreement,