EXHIBIT 99.6

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

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: C.A. No. 15723NC
CHARLES ZIMMERMAN, on behalf of :
himself and all others similarly situated, : CLASS ACTION COMPLAINT
:
Plaintiff, :
:
-against- :
:
RICHARD F. MOLDIN, EDWARD D. :
TWEDDELL, ALAN G. McGREGOR, :
JOSEPH C. MINIO, BRUCE C. TULLY, :
F.H. FAULDING & CO., LIMITED, :
WILLIAM R. GRIFFITH, FAULDING :
HOLDINGS INC. and FAULDING INC. :
:
Defendants. :
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INTRODUCTION
Plaintiff brings this action individually and on behalf of the
public shareholders of Faulding Inc. ("Faulding" or the "Company") seeking
redress for defendants' breaches of fiduciary duties in connection with F.H.
Faulding & Co., Limited's offer to purchase the Faulding shares which it does
not already own for $12.00 per Faulding share (the "Buyout").
THE PARTIES
1. Plaintiff Charles Zimmerman owns, and since prior to
the announcement of the transaction complained of, has owned, shares of Faulding
common stock.

2. Defendant Faulding is a Delaware corporation with executive
offices in Elizabeth, New Jersey. Faulding develops, manufactures, and markets
human pharmaceutical and medical devices. As of June 3, 1997, Faulding had
approximately 15 million shares of common stock outstanding.
3. Defendant F.H. Faulding & Co., Limited ("F.H. Faulding" or
the "Purchaser"), owns approximately 73% of Faulding's shares on a fully diluted
basis through its wholly owned subsidiary, Faulding Holdings Inc. ("Holdings"),
a corporation incorporated in Delaware with its principal place of business in
Connecticut. Through F.H. Faulding's controlling ownership of Faulding stock, it
effectively controls Faulding and thus owes Faulding's public shareholders
fiduciary duties of loyalty and good faith.
4. Defendant Richard F. Moldin ("Moldin") is, and has been
since July 1995, Chief Executive Officer, President and Director of defendant
Faulding.
5. Defendant Edward D. Tweddell ("Tweddell") is, and has been
since 1990, a director and Chairman of the Board of Directors of Faulding. In
addition, Tweddell has been a director of F.H. Faulding since March 1989.
6. Defendant Alan G. McGregor ("McGregor") is, and has been, a
director of Faulding since June 1988. In addition, McGregor is also Chairman
of F.H. Faulding.
7. Defendant Joseph C. Minio ("Minio") is, and has been since
January 1997, a director of defendant Faulding.
8. Defendant Bruce Tully ("Tully") is, and has been since
April 1989, a director of defendant Faulding.

9. William R. Griffith is and has been, at all relevant times,
a director and secretary of Faulding.
10. The foregoing individuals, as officers and/or directors of
Faulding (collectively, the "Individual Defendants"), owe fiduciary duties to
plaintiff and the other members of the Class (as described below).
CLASS ACTION ALLEGATIONS
11. Plaintiff bring this action pursuant to Rule 23 of the
Rules of this Court, on behalf of himself and all other shareholders of the
Company (except the defendants herein and any persons, firm, trust, corporation,
or other entity related to or affiliated with them and their successors in
interest), and their successors in interest, who are or will be threatened with
injury arising from defendants' actions, as more fully described herein (the
"Class").
12. This action is properly maintainable as a class action for
the following reasons:
a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds if not thousands of stockholders of Faulding
who are members of the Class.
b. Members of the Class are scattered throughout the United
States and are so numerous that it is impracticable to bring them all before
this Court.
c. There are questions of law and fact that are common to
the Class and that predominate over questions affecting any individual class
member. The common questions include, inter alia, the following:

(i) Whether defendants have engaged in and are
continuing to engage in conduct which unfairly benefits F.H. Faulding at the
expense of the members of the Class;
(ii) Whether the individual defendants, as officers
and/or directors of the Company, some of whom are also directors of F.H.
Faulding, the controlling stockholder of Faulding, have fulfilled, and are
capable of fulfilling, their fiduciary duties to plaintiff and the other members
of the Class;
(iii) Whether plaintiff and the other members of the
Class would be irreparably damaged were defendants not enjoined from the conduct
described herein; and
(vi) Whether defendants have initiated and timed the
Buyout unfairly to benefit F.H. Faulding at the expense of Faulding's public
shareholders.
d. The claims of plaintiff are typical of the claims of the
other members of the Class in that all members of the Class will be identically
damaged by defendants' actions.
e. Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.
Plaintiff is an adequate representative of the Class.
SUBSTANTIVE ALLEGATIONS
13. On June 3, 1997, Faulding announced that F.H. Faulding was
offering $12.00 per share to purchase all outstanding shares of Faulding that
are not already owned by F.H. Faulding. This price offers virtually no premium
to the historic trading price

of Faulding common stock and the intrinsic value of Faulding common stock. As
recently as May 15, 1997, the closing price of Faulding common stock traded
above the offering price at $12 3/16 per share. F.H. Faulding is attempting to
acquire Faulding at a grossly unfair and inadequate price.
14. The aforesaid proposal is in furtherance of a plan and
scheme which, if its consummation is not enjoined, will result in forcing
Faulding public shareholders to sell their investment in the Company for grossly
inadequate consideration.
15. The consideration to be paid to Class members in the
proposed stock acquisition is unfair and grossly inadequate because, among other
things, the intrinsic value of Faulding common stock is materially in excess of
the amount offered, giving due consideration to the promising products of
Faulding that will be entering the marketplace and considering Faulding's
anticipated operating results, net asset value and profitability. Similarly, the
amount offered does not take into account that F.H. Faulding's ownership of 73%
of the outstanding shares of Faulding has effectively suppressed the market
price of Faulding for at least the past year.
16. F.H. Faulding is the research and development partner of
Faulding and is well aware of the progress of several of Faulding's new
products. In making its grossly inadequate and unfair offer to acquire the
remaining stock of Faulding, F.H. Faulding has tried to take advantage of the
fact that the market price of Faulding stock does not fully reflect the progress
of these new products.
17. The proposed acquisition price offered by F.H. Faulding is
not the result of arms length negotiations, but rather represents a maneuver by
Faulding and its

representatives on the Faulding board of directors to take advantage of F.H.
Faulding's control over Faulding to force Faulding's minority shareholders to
relinquish their Faulding shares at a grossly unfair and inadequate price.
18. Because of F.H. Faulding's inherent conflict of interest
as the 73% owner of Faulding, the Faulding board cannot properly evaluate the
proposed offer. Given the dominance and control of F.H. Faulding over Faulding
and its board of directors, none of the directors is capable of vigorously
representing and protecting the interests of Faulding's minority shareholders or
bargaining at arm's length on their behalf.
19. In addition, although the Faulding board will "consider
appointing a special committee" to review the proposal, any such committee will
apparently be authorized only to evaluate F.H. Faulding's proposed stock
acquisition and not to explore any other alternative transaction or means to
assure that Faulding's minority shareholders will receive full and fair value
for their shares.
20. F.H. Faulding, by reason of its 73% ownership of Faulding's
outstanding shares, is in a position to ensure effectuation of the transaction
without regard to its fairness to Faulding's public shareholders.
21. Because F.H. Faulding is in possession of proprietary
corporate information concerning Faulding's future financial prospects, the
degree of knowledge and economic power between F.H. Faulding and the Class
members is unequal, making it grossly and inherently unfair for F.H. Faulding to
obtain the remaining 23% of Faulding's shares at the unfair and grossly
inadequate price that it has proposed.

22. By offering a grossly inadequate price for Faulding's
shares, F.H. Faulding has violated its duties as majority shareholder of
Faulding to treat the minority fairly in its dealings with the minority public
shareholders, and to provide full and fair disclosure to the minority
shareholders in connection with the proposed buyout.
23. Plaintiff and the Class will suffer irreparable harm
unless the defendants are enjoined from breaching their fiduciary duties and
from carrying out the aforesaid plan and scheme.
24. The Buyout is in furtherance of an unfair plan to take
Faulding private, which, if not enjoined, will result in the elimination of the
public shareholders of Faulding. More particularly, the Buyout is in violation
of defendants' fiduciary duties and has been timed and structured unfairly in
that:
a. The Buyout is structured to eliminate members of the
Class as shareholders of the Company from continued equity participation in the
Company at a price per share which defendants know or should know is grossly
unfair and inadequate;
b. F.H. Faulding, by virtue of, among other things, its
voting and ownership power, controls and dominate Faulding and the Faulding
Board of Directors;
c. Given F.H. Faulding's domination and control of Faulding
and its Board, the Faulding Board of Directors cannot be expected independently
to advocate, and protect the best interests of, and to obtain the best price
for, Faulding's public shareholders;

d. The law firm that is legal counsel to Faulding also is
counsel to F.H. Faulding. This conflicting allegiance of Faulding's counsel to
the interests of Faulding's shareholders renders Faulding's consideration of the
Buyout suspect;
e. F.H. Faulding has unique knowledge of the Company and
has access to non-public information relating to the true value of the Company
denied or unavailable to other potential bidders;
f. F. H. Faulding does significant business with Faulding
and thus has unique knowledge of Faulding's business and effectively controls
Faulding's business operations.
g. Given F. H. Faulding's domination and control, the
individual defendants cannot be expected independently and actively to advocate
and negotiate in the best interest of Faulding's public shareholders; and
h. The Buyout does not provide plaintiff and the Class with
a fair price for their shares.
25. By reason of the foregoing acts, practices and course of
conduct, plaintiff and the other members of the Class have been and will be
damaged because they will not receive their rightful proportion of the true
value of Faulding's assets and business.
26. Unless enjoined by this Court, defendants will continue to
breach fiduciary duties owed to plaintiff and the Class and will consummate the
Buyout to the irreparable harm of plaintiff and the Class.
27. Plaintiff and the other members of the Class have no
adequate remedy at law.

28. WHEREFORE, plaintiff demands judgment as follows:
a. Declaring this to be a proper class action and naming
plaintiff as Class representatives;
b. Granting preliminary and permanent injunctive relief
against the consummation of the Buyout;
c. In the event the Buyout is consummated, rescinding the
Buyout or awarding rescissory damages to the Class;
d. Ordering defendants, jointly and severally, to account
to plaintiff and to other members of the Class for all damages suffered and to
be suffered by them as the result of the conduct alleged herein;
e. Awarding plaintiff the costs and disbursements of the
action including allowances for plaintiff' reasonable attorneys and experts
fees; and
f. Granting such other and further relief as may be just
and proper in the premises.
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.

By:___________________________________
Suite 1401, Mellon Bank Center
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for Plaintiff
OF COUNSEL:
KAUFMAN MALCHMAN KIRBY & SQUIRE, LLP
Peter S. Linden
919 Third Avenue
New York, New York 10022
(212) 371-6600