X0202 4 2004-05-05 1 0001003642 IMPAX LABORATORIES INC IPXL 0001024780 FLEMING US DISCOVERY FUND III LP 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001236298 FLEMING US DISCOVERY OFFSHORE FUND III L P 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001271982 FLEMING US DISCOVERY PARTNERS LP C/O JP MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 0001271725 FLEMING US DISCOVERY LLC 1221 AVE OF THE AMERICAS 40TH FL C/O JP MORGAN PARTNERS NEW YORK NY 10020 0 0 1 0 0001243236 JPMP CAPITAL CORP C/O JPMORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK NY 10020 0 0 1 0 0000019617 J P MORGAN CHASE & CO 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 2004-05-05 4 J 0 5922398 D 263839 I See footnotes (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a distribution of 5,104,079 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), pro rata to its limited and general partners, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a distribution of 818,319 shares of Common Stock pro rata to its limited and general partners. Fleming US Discovery Partners, L.P. ("Discovery Partners") received 233,409 shares of Common Stock as general partner of the US Fund and 30,430 shares of Common Stock as general partner of the Offshore Fund. The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Discovery Partners. The US Fund and the Offshore Fund do not directly own any shares of the Issuer's Common Stock. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein. The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners which may be attributable to the US Fund and the Offshore Fund because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the US Fund and the Offshore Fund is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund. The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners a portion of which may be deemed attributable to Fleming US Dicovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund. The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest. The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Fleming US Discovery Fund III, L.P., By Fleming US Dicovery Partners, L.P., its general partner, By Fleming US Discovery, LLC, its gerneral partner, By Richard D. Waters, Jr., Manager 2004-05-07 Fleming US Discovery Offshore Fund III, L.P., By Fleming US Dicovery Partners, L.P., its general partner, By Fleming US Discovery, LLC, its gerneral partner, By Richard D. Waters, Jr., Manager 2004-05-07 Fleming US Dicovery Partners, L.P., By Fleming US Discovery, LLC, its gerneral partner, By Richard D. Waters, Jr., Manager 2004-05-07 Fleming US Discovery, LLC, By Richard D. Waters, Jr., Manager 2004-05-07 JPMP Capital Corp., By Richard D. Waters, Jr., Managing Director 2004-05-07 J.P. Morgan Chase & Co., By Anthony J. Horan, Corporate Secretary 2004-05-07