SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:
|_| Preliminary Proxy Statement
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under 14a-12

IMPAX LABORATORIES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box)
|X| No Fee Required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

IMPAX LABORATORIES, INC.
30831 Huntwood Avenue
Hayward, California 94544

- --------------------------------------------------------------------------------

Dear Stockholder:

You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held on Tuesday, May 8, 2001 at 10:00 A.M., Pacific Standard
Time, at Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404.

The formal Notice of Meeting and the accompanying Proxy Statement set
forth proposals for your consideration this year. You are being asked to elect
directors and to ratify the appointment of PricewaterhouseCoopers LLP as the
independent accountants of the Company.

At the meeting, the Board of Directors will also report on the affairs
of the Company, and a discussion period will be provided for questions and
comments of general interest to stockholders.

We look forward to greeting personally those of you who are able to be
present at the meeting. However, whether or not you are able to be with us at
the meeting, it is important that your shares be represented. Accordingly, you
are requested to sign, date and mail, at your earliest convenience, the enclosed
proxy in the envelope provided for your use.

Thank you for your cooperation.

Very truly yours,

Charles Hsiao, Ph.D.
Chairman and Co-Chief Executive Officer

April 12, 2001

IMPAX LABORATORIES, INC.
30831 Huntwood Avenue
Hayward, California 94544

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2001

- --------------------------------------------------------------------------------

To the Stockholders of Impax Laboratories, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Impax
Laboratories, Inc. (the "Company") will be held on Tuesday, May 8, 2001 at 10:00
A.M., Pacific Standard Time, at Crowne Plaza Hotel, 1221 Chess Drive, Foster
City, CA 94404, for the following purposes:

(1) To elect eleven directors to serve for the ensuing year.

(2) To consider and act upon a proposal to ratify the
appointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for the fiscal year ending December 31, 2001.

(3) To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 4, 2001
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you plan to attend the Annual Meeting in person,
each stockholder is urged to complete, date and sign the enclosed form of proxy
and return it promptly in the envelope provided. No postage is required if the
proxy is mailed in the United States. Stockholders who attend the Annual Meeting
may revoke their proxy and vote their shares in person.

By Order of the Board of Directors

CORNEL C. SPIEGLER
Secretary

Hayward, California
April 12, 2001

Impax Laboratories, Inc.
30831 Huntwood Avenue
Hayward, California 94544

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PROXY STATEMENT

--------------------------------------

GENERAL INFORMATION

General

This Proxy Statement (first mailed to stockholders on or about April
12, 2001) is furnished to the holders of Common Stock, par value $.01 per share
(the "Common Stock"), Series 1B Convertible Preferred Stock (the "Series 1
Preferred"), and Series 2 Convertible Preferred Stock, par value $.01 per share
(the "Series 2 Preferred"), of Impax Laboratories, Inc. (the "Company") in
connection with the solicitation by the Board of Directors of the Company of
proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting"), or
at any adjournment thereof, pursuant to the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting will be held on Tuesday, May 8, 2001
at 10:00 A.M., Pacific Standard Time, at Crowne Plaza Hotel, 1221 Chess Drive,
Foster City, CA 94404.

At the Annual Meeting stockholders will consider and vote upon: (i) the
election of eleven directors to the Board of Directors, and (ii) the
ratification of the appointment of PricewaterhouseCoopers LLP as the independent
accountants of the Company for the fiscal year ending December 31, 2001.

Management currently is not aware of any other matters that will come
before the Annual Meeting. If any other matters properly come before the Annual
Meeting, the persons designated as proxies intend to vote in accordance with
their best judgment on such matters.

Proxies for use at the Annual Meeting are being solicited by the Board
of Directors of the Company. Proxies will be solicited chiefly by mail; however,
certain officers, directors, employees and agents of the Company, none of whom
will receive additional compensation therefor, may solicit proxies by telephone,
telegram or other personal contact. The Company will bear the cost of the
solicitation of the proxies, including postage, printing and handling, and will
reimburse the reasonable expenses of brokerage firms and others for forwarding
material to beneficial owners of shares of Common Stock, Series 1 Preferred and
Series 2 Preferred (collectively, the "Capital Stock").

Revocability and Voting of Proxy

A form of proxy for use at the Annual Meeting and a return envelope for
the proxy are enclosed. Unless otherwise indicated on the form of proxy, shares
of Capital Stock represented by any proxy in the enclosed form, assuming the
proxy is properly executed and received by the Company prior to the Annual
Meeting, will be voted with respect to the following items on the agenda: (i)
the election of each of the nominees for director as shown on the form of proxy
and (ii) ratification of the appointment of PricewaterhouseCoopers LLP as the
independent accountants of the Company.

Stockholders may revoke the authority granted by their execution of a
proxy at any time prior to the effective exercise of the powers conferred by
that proxy by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date or by voting in person
at the Annual Meeting. Shares of Capital Stock represented by executed and
unrevoked proxies will be voted in accordance with the instructions specified in
such proxies. If no specifications are given, the proxies intend to vote the
shares represented thereby "for" the election of each of the nominees for
director as shown on the form of proxy and "for" the ratification of the
appointment of PricewaterhouseCoopers LLP as the independent accountants of the
Company, and in accordance with their best judgment on any other matters that
may properly come before the meeting.

The enclosed Proxy confers discretionary authority to vote with respect to
any and all of the following matters that may come before the Annual Meeting:
(i) approval of the Minutes of a prior meeting of Stockholders, if such approval
does not amount to ratification of the action taken at the meeting; (ii) the
election of any person to any office for which a bona fide nominee named in this
Proxy Statement is unable to serve or for good cause will not serve; (iii) any
proposal omitted from this Proxy Statement and the form of proxy pursuant to
Rules 14a-8 or 14a-9 under the Securities Exchange Act of 1934; and (iv) matters
incident to the conduct of the Impax Laboratories, Inc. Annual Meeting. In
connection with such matters, the person named in the enclosed proxy will vote
in accordance with their best judgment.

Record Date and Voting Rights

On April 4, 2001, there were issued and outstanding 42,290,225 shares
of Common Stock, 17,000 shares of Series 1 Preferred and 75,000 shares of Series
2 Preferred. Only stockholders of record at the close of business on April 4,
2001 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof.

Each share of Common Stock is entitled to one vote upon each of the
matters to be presented at the Annual Meeting. The holders of shares of Series 1
Preferred and Series 2 Preferred vote, in general, as a single class with the
holders of the Common Stock, on all matters voted on by the stockholders of the
Company, with each holder of Series 1 Preferred or Series 2 Preferred entitled
to the number of shares of Common Stock into which that holder's shares would
then be convertible. At the Record Date, each share of Series 1 Preferred Stock
was convertible into 66.7156 shares of Common Stock and each share of Series 2
Preferred was convertible into 20 shares of Common Stock. Accordingly, as of the
Record Date, the holders of the shares of Common Stock, Series 1 Preferred and
Series 2 Preferred are entitled to cast a total of 44,924,390 votes.

The affirmative vote of the holders of a plurality of the shares
present in person or represented by proxy and entitled to vote at the Annual
Meeting is required for the election of directors. The affirmative vote of the
holders of a majority of the shares present in person or represented by proxy
and entitled to vote at the Annual Meeting is required for the ratification of
the appointment of PricewaterhouseCoopers LLP.

Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum, but will not be counted with
respect to the specific matter being voted upon. As a result, abstentions from
the vote to consider the ratification of the appointment of
PricewaterhouseCoopers LLP and broker non-votes are effectively treated as votes
against the proposals, making it more difficult to obtain the necessary approval
for these proposals. "Broker non-votes" are shares held by brokers or nominees
which are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of March 31, 2001 (except
as otherwise noted in the footnotes) regarding the beneficial ownership of the
Company's Capital Stock of: (i) each person known by the Company to own
beneficially more than five percent of the outstanding Common Stock, Series 1
Preferred or Series 2 Preferred; (ii) each director and nominee for election as
a director of the Company; (iii) each executive officer named in the Summary
Compensation Table (see "Executive Compensation"); and (iv) all directors and
executive officers of the Company as a group. Except as otherwise specified, the
named beneficial owner has the sole voting and investment power over the shares
listed.

Shares Beneficially Owned +
-----------------------------------------------------------------------
Series 1 Series 2
Common Stock Preferred Stock Preferred Stock
------------ --------------- ---------------
Name and Address of Beneficial Owner No. of Shares Percent No. of Shares Percent No. of Shares Percent
- ------------------------------------ ------------- ------- ------------- ------- ------------- -------

Leslie Z. Benet, Ph.D. ........................... -- * -- -- -- --
533 Parnassus Avenue, U-68
San Francisco, CA 94143

Robert L. Burr (1) ............................... 5,000 * -- -- -- --
c/o J.P. Morgan Chase & Co.
1211 Avenue of the Americas, 38th Floor
New York, NY 10036

Barry R. Edwards (2) ............................. 135,375 * -- -- -- --
c/o Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, PA 19124

David J. Edwards (3) ............................. 4,000 * -- -- -- --
c/o J.P. Morgan Chase & Co.
1211 Avenue of the Americas, 38th Floor
New York, NY 10036

Nigel Fleming, Ph.D. (4) ......................... 4,000 * -- -- -- --
2360 Pacific Avenue, #504
San Francisco, CA 94115

Charles Hsiao, Ph.D. (5) ......................... 5,198,950 12.1 -- -- -- --
c/o Impax Laboratories, Inc.
30831 Huntwood Avenue
Hayward, CA 94544

Larry Hsu, Ph.D. (6) ............................. 2,783,778 6.5 -- -- -- --
c/o Impax Laboratories, Inc.
30831 Huntwood Avenue
Hayward, CA 94544

Jason Lin (7) .................................... 4,270,024 10.0 5,500 -- -- --
c/o Uni-President Enterprises Corp.
301 Chung Cheng Road
Yeong Kang
Tainan Hslen, Taiwan R.O.C.

Michael Markbreiter (8) .......................... 20,667 * -- -- -- --
1120 Park Avenue
New York, NY 10128

Oh Kim Sun (9) ................................... 6,530,491 15.3 4,670 27.5 -- --
c/o Chemical Company of
Malaysia Berhad
Wisma Sine Darby
14 Jalan Faja Laut
50708 Kuala Lumpur, Malaysia

Michael G. Wokasch ............................... -- * -- -- -- --
5420 Bermer Road
McFarland, WI 53558

May Chu (10) ..................................... 80,059 * -- -- -- --
c/o Impax Laboratories, Inc.
30831 Huntwood Avenue
Hayward, CA 94544

Mitchell Goldberg (11) ........................... 42,175 * -- -- -- --
c/o Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, PA 19124

Cornel C. Spiegler (12) .......................... 63,540 * -- -- -- --
c/o Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, PA 19124

Joseph A. Storella (13) .......................... 56,000 * -- -- -- --
c/o Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, PA 19124

Bear Stearns Asset Management, Inc. (14) ......... 2,330,754 5.5 -- -- -- --
575 Lexington Avenue
New York, NY 10167

Chemical Company of Malaysia Berhad (15) ......... 6,521,484 15.3 4,670 27.5 -- --
Wisma Sine Darby
14 Jalan Faja Laut
50708 Kuala Lumpur, Malaysia

Chiin Hsiao Children Irrevocable Trust ........... 2,601,924 6.2 -- -- -- --
c/o Laurie A. Miller, Esquire
3542 Oak Knoll Drive
Redwood City, CA 94062

China Development Industrial Bank (16) ........... 4,602,937 10.8 6,000 35.3 -- --
c/o Brian Keng
3945 Freedom Circle, Suite 1150
Santa Clara, CA 95054

J.P. Morgan Chase & Co. (17) ...................... 6,291,634 14.2 -- -- 75,000 50.0
Fleming US Discovery Fund III, L.P. ............ 4,704,219 10.7 -- -- 64,637 43.1
Fleming US Discovery Offshore Fund III, L. P. .. 754,115 1.5 -- -- 10,363 6.9
Robert Fleming Nominees Limited................. 833,300 2.0 -- -- -- --
J.P. Morgan Chase & Co.
1211 Avenue of the Americas, 38th Floor
New York, NY 10036

Laurie A. Miller, Esquire (18) .................... 3,936,319 9.3 -- -- -- --
3542 Oak Knoll Drive
Redwood City, CA 94062

President (BVI) International Investment (19) ..... 4,269,357 10.0 5,500 32.4 -- --
c/o Jason Lin
301 Chung Cheng Road
Yeong Kang
Tainan Hslen, Taiwan R.O.C.

All directors and executive officers as a
group (15) ........................................ 19,194,059 42.6 10,170 59.9 -- --

- --------------
* Less than one percent

+ Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and includes voting or
investment power with respect to the Capital Stock. Shares currently
exercisable or exercisable within 60 days of the date hereof are deemed
outstanding for computing the share ownership and percentage ownership of
the person holding such securities, but are not deemed outstanding for
computing the percentage of any other person.

(1) Consists of warrants to purchase 5,000 shares of common stock which may be
exercised immediately. Mr. Burr is an employee of J.P. Morgan Chase & Co.
See also Note 17.

(2) Includes options to purchase 134,375 shares of common stock which may be
exercised within 60 days.

(3) Consists of options to purchase 4,000 shares of common stock which may be
exercised within 60 days. Mr. David Edwards is an employee of J.P. Morgan
Chase & Co. See also Note 17.

(4) Consists of options to purchase 4,000 shares of common stock which may be
exercised within 60 days.

(5) Includes 500,370 shares of common stock held in trust for the benefit of
John Hsiao's children, 250,185 shares of common stock held in trust for
the benefit of Richard Hsiao's children, options to purchase 166,790
shares of common stock which may be exercised within 60 days and warrants
immediately convertible into 667,160 shares of common stock. Does not
include 2,601,924 shares of common stock held in the Chiin Hsiao Children
Irrevocable Trust, as to which shares Dr. Hsiao does not have voting or
dispositive power.

(6) Includes options to purchase 166,790 shares of common stock which may be
exercised within 60 days and warrants immediately convertible into 667,160
shares of common stock. Does not include 1,334,320 shares of common stock
held in the Hsu Children Irrevocable Trust, as to which shares Dr. Hsu
does not have voting or dispositive power.

(7) Because of Mr. Jason Lin's role as President of Uni-President Enterprises
Corporation, he may also be deemed to beneficially own the shares of
Series 1B Preferred Stock owned by President (BVI) International
Investment, an affiliate of Uni-President Enterprises Corporation.
Includes options to purchase 667 shares of common stock which may be
exercised within 60 days and 5,500 shares of Series 1B Preferred Stock
which shares are immediately convertible into 366,936 shares of common
stock. See also Note 19.

(8) Consists of options to purchase 20,667 shares of common stock which may be
exercised within 60 days.

(9) Because Mr. Oh Kim Sun is a substantial stockholder of the Chemical
Company of Malaysia, he may also be deemed to beneficially own the shares
of Series 1B Preferred Stock owned by the Chemical Company of Malaysia.
Includes options to purchase 9,007 shares of common stock which may be
purchased within 60 days and 4,670 shares of Series 1B Preferred Stock
which shares are immediately convertible into 311,562 shares of common
stock. See also Note 15.

(10) Includes options to purchase 70,059 shares of common stock which may be
exercised within 60 days.

(11) Consists of options to purchase 42,175 shares of common stock which may be
exercised within 60 days.

(12) Includes options to purchase 55,203 shares of common stock which may be
exercised within 60 days.

(13) Includes options to purchase 55,000 shares of common stock which may be
exercised within 60 days.

(14) Includes a warrant immediately exercisable for the purchase of 225,000
shares of common stock.

(15) Includes 4,670 shares of Series 1B Preferred Stock immediately convertible
into 311,562 shares of common stock.

(16) Consists of 6,000 shares of Series 1B Preferred Stock immediately
convertible into 400,294 shares of common stock.

(17) Consists of warrants to purchase an aggregate of 625,000 shares of common
stock which may be exercised within 60 days and 75,000 shares of Series 2
Preferred Stock immediately convertible into 1,500,000 shares of common
stock.

(18) Includes options for 22,684 shares of common stock which may be exercised
within 60 days and 3,836,244 shares of common stock owned by the Chiin
Hsiao Children Irrevocable Trust and the Hsu Children Irrevocable Trust,
for which Laurie A. Miller, who is corporate counsel to Impax, serves as
trustee, and therefore may be deemed to beneficially own the shares held
by the trust. Ms. Miller disclaims beneficial ownership of these shares.

(19) Consists of 5,500 shares of Series 1B Preferred Stock immediately
convertible into 366,936 shares of common stock.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Eleven directors (constituting the entire Board) are to be elected at
the Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted
in favor of the persons named below to serve until the next annual meeting of
stockholders and until their respective successors shall have been duly elected
and qualified. If any of these nominees becomes unavailable for any reason, or
if a vacancy should occur before the election, the shares represented by the
proxy will be voted for the person, if any, who is designated by the Board of
Directors to replace the nominee or to fill the vacancy on the Board. All
nominees have consented to be named and have indicated their intent to serve if
elected. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve or that any vacancy on the Board of Directors
will occur.

The nominees, their ages and the year in which each become a director
and their principal occupations or employment during at least the past five
years are as follows:

Director
Name Age since Positions with Impax
---- --- ------- --------------------

Leslie Z. Benet, Ph.D. 63 - -

Robert L. Burr 50 - -

Barry R. Edwards 44 1999 Co-Chief Executive Officer and Director

David J. Edwards 35 1999 Director

Nigel Fleming, Ph.D. 47 1999 Director

Charles Hsiao, Ph.D. 58 1999 Chairman, Co-Chief Executive Officer and Director

Larry Hsu, Ph.D. 52 1999 President, Chief Operating Officer and Director

Jason Lin 58 1999 Director

Michael Markbreiter 40 1997 Director

Oh Kim Sun 53 1999 Director

Michael G. Wokasch 49 - -

Leslie Z. Benet, Ph.D. has been a Professor since 1978 of, and has also
served as Chairman of, the Department of Biopharmaceutical Sciences, University
of California, San Francisco. Dr. Benet received his A.B. (English), B.S.
(Pharmacy), M.S. from the University of Michigan and Ph.D. from the University
of California. Dr. Benet has received five honorary doctorates: Uppsala
University, Sweden (Pharm.D., 1987), Leiden University, The Netherlands (Ph.D.,
1995), University of Illinois at Chicago (D.Sc., 1997), Philadelphia College of
Pharmacy and Science (D.Sc., 1997) and Long Island University (D.Sc., 1999). Dr.
Benet's research interests, more than 400 publications, and nine patents are in
the areas of pharmacokinetics, biopharmaceutics, drug delivery and
pharmacodynamics. In 1985, Dr. Benet served as President of the APhA Academy of
Pharmaceutical Sciences. During 1986, Dr. Benet was a founder and first
President of the American Association of Pharmaceutical Scientists (AAPS). In
1987, Dr. Benet was elected to membership in the Institute of Medicine (IOM) of
the National Academy of Sciences. Dr. Benet has received the highest scientific
award of AAPS (1989 and 2000), Rho Chi (1990), American Association of Colleges
of Pharmacy (1991), American Society for Clinical Pharmacology and Therapeutics
(1995), American Pharmaceutical Association (2000) and the International
Pharmaceutical Federation (2001). Dr. Benet formerly served as Chair of the FDA
Expert Panel on Individual Bioequivalence and the FDA Center for Biologics Peer
Review Committee, and as a member of the FDA Science Board and the Generic Drugs
Advisory Committee. Dr. Benet presently serves as a member of the IOM Board of
Health Sciences Policy.

Robert L. Burr is a partner of Fleming US Discovery Partners, L.P., a
private equity sponsor affiliated with J.P. Morgan Chase & Co. J.P. Morgan Chase
& Co. has employed Mr. Burr since 1995. From 1992 to 1995, Mr. Burr was head of
Private Equity at Kidder, Peabody & Co., Inc. Prior to that time, Mr. Burr
served as the Managing General Partner of Morgan Stanley Ventures and General
Partner of Morgan Stanley Venture Capital Fund I, L.L.P. and was a corporate
lending officer with Citibank, N.A. Mr. Burr received an MBA from Columbia
University and a BA from Stanford University. Mr. Burr currently serves on the
boards of Caliber Learning Network, Inc. and Hudson Technologies, Inc.

Barry R. Edwards has been Co-Chief Executive Officer of the Company
since December 14, 1999, and a Director since January 1999. From August 1998
until January 1999, Mr. Edwards served as President of the Company and from
January 1999 until December 1999 Mr. Edwards served as Chief Executive Officer
of the Company. From 1996 to 1998, Mr. Edwards was Vice President, Marketing and
Business Development for Teva Pharmaceuticals USA, a manufacturer of generic
drugs. From 1991 to 1996, Mr. Edwards served as Executive Director of Gate
Pharmaceuticals, a brand marketing division of Teva Pharmaceuticals USA. Prior
to 1991, Mr. Edwards held a number of management functions in strategic
planning, corporate development, business development and marketing at Teva
Pharmaceuticals USA.

David J. Edwards is a Partner of Fleming US Discovery Partners, L.P., a
private equity sponsor affiliated with J.P. Morgan Chase & Co. J.P. Morgan Chase
& Co. has employed Mr. Edwards since 1994. Prior to that time, Mr. Edwards was
an Associate with Booz Allen & Hamilton, a strategic management consulting
company based in New York. From 1987 to 1990, Mr. Edwards was a Process Engineer
with Exxon Chemical Corporation. Mr. Edwards received an MBA from Harvard
Business School and a Masters in Engineering from Cambridge University.

Nigel Fleming, Ph.D. has been Chief Financial Officer and a director of
Bay Area Psychological Testing (BAPTA) since January, 1999. He is a co-founder
of StepUp Inc., a start up education company. Dr. Fleming co-founded Biovision,
Inc. in 1996 and served as Managing Director and a director of Biovision from
1996 to 1999. Dr. Fleming also served as Chairman, President and Chief Executive
Officer of Agricola Technologies, Inc. from July 1996, to the present. In
November 1986, Dr. Fleming founded Genica Pharmaceuticals Corporation, where he
served at various times as Chairman, Chief Executive Officer, Board Member and
Vice-President - Business Development from 1986 through 1995, when the company
was sold to Athena Neurociences (now Elan Pharmaceuticals), where Dr. Fleming
was Director of Business Development for approximately two years. Dr. Fleming
obtained his Ph.D. in Clinical Biochemistry form the University of Cambridge in
England, and was a lecturer at Harvard Medical School for a number of years.

Charles Hsiao, Ph.D. has been Chairman, Co-Chief Executive Officer and
Director of the Company since December 14, 1999. Dr. Hsiao co-founded Impax
Pharmaceuticals, Inc. in 1994, and has served as its Chairman, Chief Executive
Officer and a Director since its inception. Dr. Hsiao co-founded IVAX
Corporation in 1986 with two partners. By October 1994, when he left the
Vice-Chairman position at IVAX, this company had become the world's largest
generic pharmaceutical company with approximately 7000 employees and $1 billion
in worldwide sales. Dr. Hsiao's technical expertise is in the area of
formulation and development of oral controlled-release dosage form. Dr. Hsiao
obtained his Ph.D. in pharmaceutics from University of Illinois.

Larry Hsu, Ph.D. has been President, Chief Operating Officer and
Director of the Company since December 14, 1999. Dr. Hsu co-founded Impax
Pharmaceuticals, Inc. in 1994 and served as its President, Chief Operating
Officer and a member of the Board of Directors since its inception. From 1980 to
1995, Dr. Hsu worked at Abbott Laboratories. During the last four years at
Abbott, Dr. Hsu was the Director of Product Development in charge of formulation
development, process engineering, clinical lot manufacturing and production
technical support of all dosage forms, managing a staff of approximately 250
people. Dr. Hsu obtained his Ph.D. in pharmaceutics from University of Michigan.

Jason Lin is the President of the Uni-President Enterprises
Corporation. Mr. Lin has served as Chairman of President Baseball Team Corp., a
Chinese Professional baseball league, for approximately ten years. He has also
served as Chairman of President Coffee Corp. in Taiwan for approximately two
years, and as Chairman of Presicarre Co. for approximately three years.

Michael Markbreiter has been a portfolio manager for Sofaer Capital, a
global hedge fund, since December 2000. From August 1995 to December 1998, Mr.
Markbreiter was a portfolio manager for private equity investments for Kingdon
Capital Management Corp., a New York hedge fund. In April 1994, Mr. Markbreiter
co-founded Ram Investment Corp., a venture capital company. From March 1993 to
January 1994, Mr. Markbreiter was an analyst at Alliance Capital Management
Corp. From July 1983 to September 1989, Mr. Markbreiter was an Executive Editor
for Arts of Asia magazine. Mr. Markbreiter has served as a Director of Alyn
Corporation, an advanced materials producer, since May 1996. Mr. Markbreiter
graduated from Cambridge University with a degree in Engineering.

Oh Kim Sun has been employed with Chemical Company of Malaysia Berhad
(CCM), since 1983 and currently serves as Group Executive Director of CCM, a
Malaysian corporation whose stock is listed on the Kuala Lumpur Stock Exchange.
Mr. Oh is also a director of Nortran Pharmaceuticals, Inc. and Immune Network
Research Ltd., both of which are Canadian corporations listed on the Vancouver
Stock Exchange. Mr Oh is a fellow member of The Institute of Chartered
Accountants of England and Wales and the Malaysian Association of Certified
Public Accountants.

Michael G. Wokasch has been President and Chief Executive Officer of
Gala Design, Inc., a privately held biotechnology company with proprietary
technology in the use of retroviral vectors for gene expression and production
of pharmaceutical proteins, since June 2000. From September 1999 to June 2000,
Mr. Wokasch was Vice President, Marketing and Sales at Promega Corporation, a
privately held multinational biotechnology company. From 1997 to 1999, Mr.
Wokasch was Corporate Senior Vice President and Group President at Covance Early
Drug Development, one of the largest multinational contract research
laboratories in the world. Mr. Wokasch served as President of the Laboratories
Division of Corning Pharmaceutical Services from 1995 to 1997. Mr. Wokasch has
over 20 years of senior management experience in the pharmaceutical industry at
companies including Merck & Company, Inc., Abbott Laboratories, Inc. and Bayer.
Mr. Wokasch has a Pharmacy degree from the University of Minnesota.

Committees

The Board of Directors of the Company has an Audit Committee,
Compensation Committee and Stock Option Committee. During the fiscal year ended
December 31, 2000, except for Jason Lin and Oh Kim Sun, each director then in
office attended not less than 75% of the aggregate number of meetings of the
Board of Directors and meetings of the committee of the Board on which he served
which were held while such person served in office. The Board of Directors held
three meetings during the fiscal year ended December 31, 2000.

The Audit Committee, established in October 1995, currently consists of
Mr. David Edwards, as Chairman, and Messrs. Michael Markbreiter and Oh Kim Sun.
The members of the Audit Committee are independent (as independent is defined in
Rule 4200(a)(15) of the National Association of Securities Dealers, Inc. listing
standards). The Audit Committee reviews with the Company's independent
accountants the scope and timing of their audit services, any other services
they are asked to perform, the report of independent accountants on the
Company's financial statements following completion of their audit and the
Company's policies and procedures with respect to internal accounting and
financial controls. In addition, the Audit Committee makes an annual
recommendation to the Board of Directors concerning the appointment of
independent accountants for the ensuing year. The Board of Directors has adopted
a written charter for the Audit Committee, a copy of which is attached as
Appendix "A" to this proxy statement. The Audit Committee met three times during
the fiscal year ended December 31, 2000.

The Compensation Committee, established in October 1995, currently
consists of Dr. Nigel Fleming, as Chairman, and Mr. David Edwards. The
Compensation Committee reviews and makes recommendations to the Board of
Directors regarding the compensation and benefits of all officers of the Company
and reviews general policy matters relating to compensation and benefits of all
officers of the Company and reviews general policy matters relating to
compensation and benefits of employees of the Company. Prior to the formation of
the Stock Option Committee in March 1997, the Compensation Committee also
administered the 1995 Stock Option ("1995 Plan") Plan. The Compensation
Committee met three times during the fiscal year ended December 31, 2000.

The Stock Option Committee, established in March 1997, currently
consists of Dr. Nigel Fleming, as Chairman, and Mr. David Edwards. Except with
regard to director option grants, the Stock Option Committee reviews the stock
option benefits of all officers of the Company and other participants in the
1995 Stock Option Plan and 1999 Equity Incentive Plan ("1999 Plan"), reviews
general policy matters relating to stock options, grants stock options to
officers of the Company and other participants in the 1995 Plan and 1999 Plan
and administers the 1995 Plan and 1999 Plan. The Stock Option Committee met
three times during the fiscal year ended December 31, 2000.

Audit Committee Report

In May, 2000, the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with its independent auditors, PricewaterhouseCoopers LLP, regarding
the matters required by the Statement on Auditing Standards No. 61 (SAS No. 61).
As required by Independence Standards Board Standard No. 1, "Independence
Discussion with Audit Committees," the Audit Committee has discussed with and
receives annually the required written disclosures and confirming letter from
PricewaterhouseCoopers LLP regarding its independence and has discussed with
PricewaterhouseCoopers LLP its independence. Additionally, on February 6, 2001,
the Committee discussed with the auditors the financial results and the matters
required by SAS No. 61. The Committee has reviewed the audited financial
statements for the year ended December 31, 2000. Based upon the review and
discussions referred to above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2000.

This Audit Committee Report shall not be deemed incorporated by
reference in any document previously or subsequently filed with the Securities
and Exchange Commission that incorporates by reference all or any portion of
this proxy statement, except to the extent that the Company specifically
requests that the Report be specifically incorporated by reference.

The Audit Committee
David J. Edwards, Chairman
Michael Markbreiter
Oh Kim Sun

Compensation of Directors

Members of the Board of Directors of the Company received no annual
remuneration for acting in that capacity during the fiscal year ended December
31, 2000. The Company's non-employee directors were paid $500 (plus reasonable
expenses) for each attended meeting of the Board of Directors. Pursuant to the
terms of the 1999 Plan, each non-employee director is granted options to
purchase 2,000 shares of Common Stock annually. In addition a non-employee
director, when first selected, is granted an option to purchase 10,000 shares.
All of these options vest ratably over three years commencing on the first
anniversary of the grant date, are exercisable at the fair value market value on
the date of grant. The Company reimbursed its directors for their respective
out-of-pocket expenses incurred in attending board and committee meetings. On
December 19, 2000, pursuant to the 1999 Plan, Nigel Fleming, Ph.D. was granted
an option to purchase 12,000 shares of Common Stock at an exercise price of
$5.625 per share and Messrs. David Edwards, Jason Lin, Michael Markbreiter and
Oh Kim Sun were each granted options to purchase 2,000 shares of Common Stock at
an exercise price of $5.625 per share.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of the Company's Common Stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by regulation of the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representatives that no other
reports were required during 1999, the Company's directors, officers and
beneficial owners of 10% or more of the Company's Common Stock are in compliance
with the reporting requirements of Section 16(a) under the Securities Exchange
Act of 1934, as amended.

Vote Required

The eleven nominees receiving the highest number of affirmative votes
of the shares present in person or represented by proxy and entitled to vote for
them shall be elected as directors. Only votes cast for a nominee will be
counted, except that the accompanying proxy will be voted for all nominees in
the absence of instructions to the contrary. Abstentions, broker non-votes and
instructions on the accompanying proxy card to withhold authority to vote for
one or more nominees will not be counted as a vote for any such nominee.

THE BOARD OF DIRECTORS DEEMS THE ELECTION AS DIRECTORS OF THE ELEVEN
NOMINEES LISTED ABOVE TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THESE NOMINEES.

EXECUTIVE COMPENSATION

The following table summarizes the compensation earned by or paid to
the Company's Chairman, each Co-Chief Executive Officer, the President and Chief
Operating Officer and the Company's other four most highly compensated executive
officers for 2000, 1999, and 1998.

Long-Term
Annual Compensation
Compensation --------------
------------------------------------------- Common Stock
Other Annual Underlying
Compensation Options
Name and Principal Position Year Salary ($) Bonus ($) $ (#)
-------------------------------------- ------ ------------ ----------- ------------ --------------

Charles Hsiao, Ph.D. 2000 175,000 52,500 8,064 (1) 60,800
Chairman and Co-Chief Executive Officer 1999 122,292 -- -- 333,580

Barry R. Edwards 2000 174,962 52,500 2,598 (2) 50,000
Co-Chief Executive Officer 1999 167,848 45,550 11,753 (3) 370,000
1998 93,363 10,000 5,472 (4) 62,175

Larry Hsu, Ph.D. 2000 175,000 52,500 5,250 (1) 50,000
President and Chief Operating Officer 1999 122,292 -- -- 333,580

Cornel C. Spiegler 2000 150,135 20,257 3,516 (2) 55,000
Chief Financial Officer 1999 150,191 13,761 3,492 (2) 20,000
1998 138,926 1,391 3,522 (2) 10,870

Joseph A. Storella 2000 148,673 18,155 5,126 (2) 50,000
Vice President Operations 1999 148,027 11,463 5,554 (2) 12,000
1998 135,922 1,365 5,746 (2) 10,000

Mitchell Goldberg 2000 124,731 19,681 5,188 (5) 40,000
Vice President, Sales 1999 118,145 19,024 1,287 (2) --
1998 111,237 21,100 1,371 (2) 2,175

May Chu 2000 134,167 14,500 276 (1) 31,000
Vice President, Quality Affairs 1999 104,583 -- -- 66,716

(1) Represents life insurance along with gross-up tax payment with respect to
such insurance payment.
(2) Represents life insurance and long-term disability insurance along with
gross-up tax payments with respect to such insurance payments.
(3) Represents life insurance and long-term disability insurance along with
gross-up tax payments with respect to such insurance payments and $8,958
in car allowance.
(4) Represents life insurance and long-term disability insurance along with
gross-up tax payments with respect to such insurance payments and $3,336
in car allowance.
(5) Represents life insurance and long-term disability insurance along with
gross-up tax payments with respect to such insurance payments and $4,000
in car allowance.

The following table sets forth information on option grants in the fiscal
year ended December 31, 2000 to the persons named in the Summary Compensation
Table.

OPTION GRANTS IN LAST FISCAL YEAR

% of Total Options
Number of Securities Granted to
Underlying Options Employees in Fiscal Exercise
Name Granted Year Price $/SH Expiration Date
- ---- ------- ------------------- ---------- ---------------

Charles Hsiao, Ph.D. ....... 60,800 7.1 5.00 12/22/10

Barry R. Edwards ........... 50,000 5.8 5.00 12/22/10

Larry Hsu, Ph.D. ........... 50,000 5.8 5.00 12/22/10

May Chu .................... 16,000 1.9 5.25 08/01/10
15,000 1.7 5.625 12/19/10

Cornel Spiegler ............ 40,000 4.7 5.25 08/01/10
15,000 1.7 5.625 12/19/10

Joseph Storella ............ 40,000 4.7 5.25 08/01/10
10,000 1.2 5.625 12/19/10

Mitchell Goldberg .......... 40,000 4.7 4.625 03/02/10

The following table sets forth information with respect to unexercised
stock options held at December 31, 2000 by the persons named in the Summary
Compensation Table. There were no exercises of options to purchase Common Stock
by such individuals during the fiscal year ended December 31, 2000 except for
10,000 shares exercised by May Chu on December 5, 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

Number of Unexercised Value of Unexercised
Options Held at in-the-Money Options at Fiscal
Name Fiscal Year End (#) Year End ($)
- ---- ----------------------------- --------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Charles Hsiao, Ph.D. ........ 83,395 250,185 484,108 (1) 1,452,324 (1)
-- 60,800 -- 98,800 (2)

Barry R. Edwards ............ 46,875 3,125 76,172 (3) 5,078 (3)
80,556 19,444 357,467 (4) 86,283 (4)
-- 270,000 -- 742,500 (5)
-- 50,000 -- 81,250 (2)

Larry Hsu, Ph.D. ............ 83,395 250,185 489,946 (6) 1,469,837 (6)
-- 50,000 -- 81,250 (2)

May Chu ..................... 43,373 -- 254,816 (6) --
13,343 53,373 78,390 (6) 313,566 (6)
-- 16,000 -- 22,000 (7)
-- 15,000 -- 15,000 (8)

Cornel Spiegler ............. 36,000 -- 126,000 (9) --
5,870 -- 27,149 (10) --
4,889 3,111 21,695 (4) 13,805 (4)
5,667 6,333 18,772 (11) 20,978 (11)
-- 40,000 -- 55,000 (7)
-- 15,000 -- 15,000 (8)

Joseph Storella ............. 36,000 -- 126,000 (9) --
10,000 -- 46,250 (10) --
7,333 4,667 32,540 (4) 20,710 (4)
-- 40,000 -- 55,000 (7)
-- 10,000 -- 10,000 (8)

Mitchell Goldberg ........... 36,000 -- 126,000 (9) --
2,175 -- 10,059 (10) --
-- 40,000 -- 80,000 (12)

(1) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$0.82.
(2) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$5.00.
(3) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$5.00.
(4) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the Exercise price of
$2.1875.
(5) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$3.875.
(6) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$0.75.
(7) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$5.25.

(8) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$5.625.
(9) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$3.125.
(10) Computed based on the difference between the closing price for shares of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$2.00.
(11) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$3.3125.
(12) Computed based on the difference between the closing price per share of
the Common Stock at $6.625 on December 31, 2000 and the exercise price of
$4.625.

Employment Agreements

At the closing of the merger between Global Pharmaceutical Corporation and
Impax Pharmaceuticals, Inc., effective December 14, 1999, each of Mr. Barry R.
Edwards and Drs. Hsiao and Hsu entered into a new employment agreement with the
Company. Each of these employment agreements has substantially the same terms.
Mr. Edward's and Dr. Hsiao's agreements provide that they will serve as Co-Chief
Executive Officers of the Company and, in the case of Dr. Hsiao, Chairman of the
Board. Dr. Hsu's Agreement provides that he will serve as President and Chief
Operating Officer of the Company. The other material terms of these employment
agreements are described below.

Each employment agreement will be for an initial term of three years, and
will be renewed automatically for successive one-year terms unless terminated by
either party at least six months prior to the expiration of the initial term or
any renewal term. Each of the executives will receive an annual salary of
$175,000, and will be entitled to a bonus based on criteria established by the
Board of the Company. Any bonus paid to one of these three executives must be
similarly paid at the same time to the other two executives.

Any of the executives may be terminated by the Company, either with or
without cause. The executive may terminate his own employment for any reason, or
for good reason. These terms are defined more fully in the employment
agreements. In general, cause means:

o a material breach of the provisions of the employment agreement
relating to proprietary information, trade secrets, confidentiality
and non-competition;

o a material breach of any other provision of the employment agreement
that is not remedied within 30 days of such breach;

o any act of fraud or embezzlement against the Company; or

o any indictment of the executive for a felony or other crime that would
cause injury to the reputation of the Company.

In general, good reason means:

o assignment of duties or a reduction in duties which is inconsistent
with the executive's position;

o a material reduction in executive's salary or benefits not agreed to
by the executive;

o a relocation that would require executive to have commute of more than
50 miles; or

o a change in control of the Company.

In general, a change in control is defined as:

o the acquisition by any person or entity of ownership or control of
more than 50% of the voting power of the Company;

o a sale or disposition of assets totaling more than 50% of the value of
the Company;

o a merger or reorganization in which the Company's stockholders,
immediately prior to the merger, do not own a least 51% of the voting
power of the Company after the merger;

o any transaction where the Company's stockholders, immediately prior to
the transaction, do not own at least 51% of the voting power of the
Company after the transaction; or

o any other transaction that the Board determines would materially alter
the structure, ownership or control of the Company.

If the executive is terminated without cause or terminates his employment
for good reason, he will be entitled to receive a payment of all accrued and
unpaid salary and benefits plus salary and benefits for the next six months or,
if less, the remainder of the term of the employment agreement.

The executives have also agreed to keep all proprietary information of the
Company confidential and to assign all proprietary information or intellectual
property developed by the executive during the course of his employment to the
Company. Each executive has also agreed that during the term of the employment
agreement and for a period of two years following the termination of his
employment, he will not engage in a business competitive with that of the
Company or entice any of the Company's customers, suppliers or business partners
to end their relationship with the Company.

In addition to the terms previously described, Mr. Edward's employment
agreement provides that he will receive an option to purchase 270,000 shares of
common stock at the prevailing market price at the time the option is granted.
The shares covered by this option vest and are exercisable on the following
schedule: (i) first year - 0%; (ii) second year - 10%; (iii) third year - 40%;
(iv) fourth year - 50%.

CERTAIN TRANSACTIONS

We believe that all transactions set forth below were made on terms no less
favorable to us than would have been obtained from unaffiliated third parties.

Series D Convertible Preferred Stock Financing. In March and May 1999, the
Company, issued and sold 50,000 shares of its Series D convertible preferred
stock and warrants to purchase up to 625,000 shares of its common stock to
Fleming US Discovery Fund III, L.P. and Fleming Discovery Offshore Fund III,
L.P. for an aggregate purchase price of $5,000,000. Upon consummation of the
merger, each share of Series D convertible preferred was converted into one
share of our Series 1-A convertible preferred stock. David J. Edwards, a
Director of our company, is a Partner of Fleming US Discovery Partners, L.P., a
private equity sponsor affiliated with J.P. Morgan Chase & Co.

Series 2 Convertible Preferred Stock Financing. In March 2000, the Company
issued and sold 150,000 shares of our Series 2 convertible preferred stock to
Charles Hsiao, Ph.D., Fleming US Discovery Fund III, L.P., Fleming Discovery
Offshore Fund III, L.P., China Development Industrial Bank, Inc., President
(BVI) International Investment Holdings Ltd., and Chemical Company of Malaysia
Berhad. Dr. Hsiao is the Company's Chairman, Co-Chief Executive Officer, and a
Director of the Company. David J. Edwards, a Director of the Company, is a
Partner of Fleming US Discovery Partners, L.P., a private equity sponsor
affiliated with J.P. Morgan Chase & Co. Jason Lin, a Director of the Company, is
the President of the Uni-President Enterprises Corporation, an affiliate of
President (BVI) International Investment Holdings Ltd. Oh Kim Sun, a Director of
the Company, is Group Executive Director of Chemical Company of Malaysia Berhad.

The number of shares of our Series 2 convertible preferred stock purchased and
the aggregate purchase price paid by each investor is as follows:

Number of Shares of
Series 2 Aggregate Purchase
Convertible Price for Series 2
Preferred Stock Convertible
Investor Issued for Cash Preferred Stock
-------- --------------- ---------------

Charles Hsiao, Ph.D.................................... 5,000 $ 500,000
Fleming US Discovery Fund III, L.P..................... 64,637 $6,463,700
Fleming US Discovery Offshore Fund III, L.P............ 10,363 $1,036,300
China Development Industrial Bank, Inc. ............... 30,000 $3,000,000
President (BVI) International Investment Holdings Ltd. 30,000 $3,000,000
Chemical Company of Malaysia Berhad.................... 10,000 $1,000,000

Common Stock Financing. In November 2000, the Company issued and sold 2,172,548
shares of its common stock in a private placement to Fleming US Discovery Fund
III, L.P., Fleming US Discovery Offshore Fund III, L.P., Robert Fleming Nominees
Limited, CCM Investments Limited, a wholly-owned subsidiary of Chemical Company
of Malaysia Berhad and Charles Hsiao, Ph.D. David J. Edwards, a Director of the
Company, is a Partner of Fleming US Discovery Partners, L.P., a private equity
sponsor affiliated with J.P. Morgan Chase & Co. Oh Kim Sun, a Director of the
Company, is an officer of CCM Investments Limited. Dr. Hsiao is the Company's
Chairman, Co-Chief Executive Officer, and a Director.

The number of shares of our common stock purchased and the aggregate purchase
price by each investor is as follows:

Number of Shares of Aggregate Purchase
Common Stock Issued Price for Common
Investor for Cash Stock
-------- ------------------- ------------------

Charles Hsiao, Ph.D............................ 172,581 $1,100,204
Fleming US Discovery Fund III, L.P............. 718,167 $4,309,002
Fleming US Discovery Offshore Fund III, L.P.... 115,167 $ 691,002
Robert Fleming Nominees Limited................ 833,300 $4,999,800
CCM Investments Limited........................ 333,333 $2,000,000

PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS

The stockholders will be asked to ratify the appointment of
PricewaterhouseCoopers LLP as the independent accountants of the Company for the
fiscal year ending December 31, 2001. PricewaterhouseCoopers LLP audited the
financial statements of the Company for the fiscal year ended December 31, 2000.
A representative of PricewaterhouseCoopers LLP is expected to be present at the
Annual Meeting, will have an opportunity to make a statement if he or she
desires to do so and is expected to be available to respond to appropriate
questions from stockholders.

Audit Fees

PricewaterhouseCoopers LLP billed aggregate fees of $126,050 for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2000 and for the reviews of the
financial statements included in the Company's forms 10-QSB for that year.

Financial Information Systems Design and Implementation Fees

No such services were provided by PricewaterhouseCoopers LLP for the most
recent fiscal year.

All Other Fees

PricewaterhouseCoopers LLP billed aggregate fees of $38,000 for services
rendered by it to the Company, other than for the services described above, for
the year ended December 31, 2000. The Audit Committee has considered whether the
services rendered for these fees is compatible with maintaining the independence
of PricewaterhouseCoopers LLP.

Vote Required

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting is
required for ratification of the selection of PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending December 31, 2001.

THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMMENDS A VOTE "FOR" APPROVAL THEREOF.

STOCKHOLDER PROPOSALS

All stockholder proposals which are intended to be presented at the Annual
Meeting of Stockholders of the Company to be held in 2002 must be received by
the Company no later than December 13, 2001 for inclusion in the Board of
Directors' proxy statement and form of proxy relating to that meeting. Any such
proposal must also comply with the proxy rules under the Securities Exchange Act
of 1934, including Rule 14a-8. Any notice of a shareholder proposal for
consideration at the 2002 Annual Meeting that is submitted to the Company
outside the processes of Rule 14a-8 will be considered untimely for purposes of
Rule 14a-4(c)(1) if it is submitted after February 26, 2002. Rule 14(a)-4(c)(1)
provides that discretionary voting authority may be exercised with respect to
such untimely proposals.

OTHER BUSINESS

The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.

Appendix A

AUDIT COMMITTEE CHARTER

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including by
overseeing the financial reports and other financial information provided by the
Company to any governmental or regulatory body, the public or other users
thereof, the Company's systems of internal accounting and financial controls,
the annual independent audit of the Company's financial statements and the
Company's legal compliance and ethics programs as established by management and
the Board.

In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside counsel,
auditors or other experts for this purpose. The Board and the Committee are in
place to represent the Company's shareholders; accordingly, the outside auditor
is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

MEMBERSHIP

The Committee shall be comprised of not less than three members of the Board,
and the Committee's composition will meet the requirements of the Audit
Committee Policy of the NASD:

Accordingly, all of the members will be directors:

1. Who have no relationship to the Company that may interfere with
the exercise of their independence from management and the
Company; and

2. Who are financially literate or who become financially literate
within a reasonable period of time after appointment to the
Committee. In addition, at least one member of the Committee will
have accounting or related financial management expertise.

KEY RESPONSIBILITIES

The Committee's job is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the outside auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management, as
well as the outside auditors, have more time, knowledge and more detailed
information on the Company than do Committee members; consequently, in carrying
out its oversight responsibilities, the Committee is not providing any expert or
special assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.

o The Committee shall review with management and the outside
auditors the audited financial statements to be included in the
Company's Annual Report on Form 10-KSB or the Annual Report to
Shareholders if distributed prior to the filing of Form 10-KSB
and review and consider with the outside auditors the matters
required to be discussed by Statement of Auditing Standards
("SAS") No. 61.

o As a whole, or through the Committee chair, the Committee shall
review with the outside auditors the Company's interim financial
results to be included in the Company's quarterly reports to be
filed with the Securities and Exchange Commission and the matters
required to be discussed by SAS No. 61; this review will occur
prior to the Company's filing of the Form 10-QSB.

o The Committee shall discuss with management and the outside
auditors the quality and adequacy of the Company's internal
controls.

o The Committee shall:

o request from the outside auditors annually, a formal written
statement delineating all relationships between the auditor
and the Company consistent with Independence Standards Board
Standard Number 1;

o discuss with the outside auditors any such disclosed
relationships and their impact on the outside auditor's
independence; and

o recommend that the Board take appropriate action to oversee
the independence of the outside auditor or in response to
the outside auditor's report to satisfy itself of the
auditor's independence;

o The Committee, subject to any action that may be taken by the
full Board, shall have the ultimate authority and responsibility
to select or nominate for shareholder approval, evaluate and,
where appropriate, replace the outside auditor.

Approved by the Board of Directors on June 7, 2000.

Impax Laboratories, Inc.

This Proxy is solicited by the Board of Directors for the Annual Meeting
of Stockholders to Be Held on May 8, 2001.

The undersigned, a stockholder of Impax Laboratories, Inc. (the
"Corporation"), hereby constitutes and appoints Charlie Hsiao, Ph.D. and Cornel
C. Spiegler, and each of them, the true and lawful proxies and attorneys-in-fact
of the undersigned, with full power of substitution in each of them, to vote all
shares of Common Stock, Series 1 Preferred Stock and Series 2 Preferred Stock of
the Corporation which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of the Corporation to be held on Tuesday, May 8, 2001, and at
any and all adjournments or postponements thereof, as follows:

(1) ELECTION OF DIRECTORS
|_| FOR the nominees listed below |_| WITHHOLDING AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below

(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below).

Nominees: Leslie Z. Benet, Ph.D., Robert L. Burr, Barry R. Edwards,
David J. Edwards, Nigel Fleming, Ph.D., Charles Hsiao, Ph.D.,
Larry Hsu, Ph.D., Jason Lin, Michael Markbreiter, Oh Kim Sun,
and Michael G. Wokasch

(2) PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS
|_| FOR |_| AGAINST |_| ABSTAIN

(3) In their discretion, upon such other business as may properly come before
the meeting and any and all adjournments and postponements thereof.

(Continued on reverse side.)

(Continued)

Shares represented by this Proxy will be voted in accordance with the
instructions indicated in items 1, 2 and 3 above. If no instruction is
indicated, this Proxy will be voted FOR all listed nominees for directors and
FOR Proposal 2.

A majority of the attorneys and proxies named herein present and acting at
the meeting in person or by their substitutes (or if only one is present and
acting then that one) may exercise all the powers conferred hereby.
Discretionary authority is conferred hereby as to certain maters as may properly
come before the meeting.

Any and all proxies heretofore given by the undersigned are hereby
revoked.

Receipt of the Notice of Annual
Meeting of Stockholders and Proxy
Statement dated April 12, 2001 is
hereby acknowledged.

Dated:
---------------------------------

---------------------------------

Please sign exactly as your name(s)
appear hereon. If shares are held
by two or more persons each should
sign. Trustees, executors and other
fiduciaries should indicate their
capacity. Shares held by
corporations, partnerships,
associations, etc. should be signed
by an authorized person, giving
full title or authority.

Please Date, Sign and Mail in the Enclosed Reply Envelope