8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: December 6, 2006
(Date of Earliest Event Reported)

Akorn, Inc.

(Exact Name of Registrant as Specified in its Charter)

Louisiana	0-13976	72-0717400
(State or other	(Commission	(I.R.S. Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

2500 MILLBROOK DRIVE
BUFFALO GROVE, ILLINOIS
(Address of principal executive offices)

(847) 279-6100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     As previously reported, on September 22, 2004, Akorn, Inc. (“the Company”) and Strides Arcolab Limited, a pharmaceutical manufacturer based in India (“Strides”), entered into certain agreements providing for a joint venture for the development, manufacturing and marketing of grandfathered products, patent-challenging products and abbreviated new drug application products for the United States hospital and retail markets. The joint venture has operated in the form of a Delaware limited liability company named Akorn-Strides, LLC (“A-S”). Under an OEM Agreement between Strides and A-S dated September 22, 2004, as amended (the “OEM Agreement”), entered into as part of the joint venture, Strides is responsible for developing, manufacturing and supplying products.

     On December 6, 2006, A-S entered into a Fifth Amendment to OEM Agreement (the “Fifth Amendment”) with Strides. Among other things, the Fifth Amendment amends the OEM Agreement to (i) revise and replace the former Exhibit B — ANDA Schedule with an updated Exhibit B-1 — ANDA Schedule, (ii) add new products under the OEM Agreement pursuant to a new Exhibit B-2 — Additional ANDA Schedule, (iii) provide for the future payment of additional registration costs for the development of the additional products set forth in Exhibit B-2 — Additional ANDA Schedule, and (iv) acknowledge the abandonment of certain products and the reallocation of the amount received by Strides as additional registration costs therefore towards registration costs referenced in Exhibit B-1 — ANDA Schedule.

     The description of the Fifth Amendment herein is only a summary and is qualified in its entirety by the full text of such document, which is filed as an exhibit hereto and is incorporated by reference herein.

     On September 22, 2004, (i) the Company and Strides entered into a Limited Liability Company Agreement for the management of A-S, (ii) the Company and A-S entered into a Sales and Marketing Agreement for the exclusive sales and marketing of products, (iii) A-S executed a Promissory Note for the benefit of the Company, and (iv) Strides executed a Capital Contribution Agreement for the benefit of A-S. A-S and Strides have also entered into four earlier amendments to the OEM Agreement, which were not deemed to be material amendments when executed, but are filed as exhibits hereto for explanatory purposes.

Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Fifth Amendment to OEM Agreement dated November 28, 2006 between A-S and Strides. *

10.2 First Amendment to OEM Agreement dated December 8, 2004 between A-S and Strides.

10.3 Second Amendment to OEM Agreement dated December 31, 2004 between A-S and Strides.

10.4 Third Amendment to OEM Agreement dated October 26, 2005 between A-S and Strides. *

10.5 Fourth Amendment to OEM Agreement dated February 1, 2006 between A-S and Strides.

* Confidential Treatment Requested for portions of this exhibit Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Akorn, Inc.
By:	/s/ Jeffrey A. Whitnell
	Jeffrey A. Whitnell
	Chief Financial Officer, Treasurer and Secretary

Date: December 11, 2006

EX-10.1

Exhibit 10.1

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

FIFTH AMENDMENT TO
OEM AGREEMENT

     This Fifth Amendment to OEM Agreement, (“Amendment”) is made and entered into as of November 28, 2006 (“Amendment Date”), by and between Akorn-Strides, LLC, a Delaware limited liability company, having a principal place of business at 2500 Millbrook Drive, Buffalo Grove, Illinois 60089-4694, United States of America (“A-S”), and Strides Arcolab Limited, a company organized under the laws of India having a principal place of business at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Strides”), (each a “Party” and collectively the “Parties”).

RECITALS

     A. A-S and Strides are parties to that certain OEM Agreement dated September 22, 2004 (“Agreement”) and desire to amend the Agreement to revise the ANDA Schedule, pursuant to the terms and conditions of this Amendment.

     B. A-S and Strides desire to further amend the Agreement to provide for the payment to Strides of the additional amount of [...*...] United States Dollars [...*...] as additional Registration Costs for the development of additional Products.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions. All capitalized terms used herein shall have the same meanings set forth in the Agreement, unless otherwise defined in this Amendment.

2. Modification of ANDA Schedule. Exhibit B of the Agreement is deleted in its entirety and replaced with Exhibit B-1 attached hereto and fully incorporated herein.

3. Adption of Additional ANDA Schedule. Exhibit B-2, attached hereto and fully incorporated herein, is added to the Agreement as its new Exhibit B-2. Exhibit A of the Agreement is additionally hereby modified as required to include all products set forth in Exhibit B-2, each of which shall be henceforth deemed a “Product” under the Agreement.

4. Abandonment of [...*...]. The Parties acknowledge that A-S had previously paid an additional [...*...] Dollars [...*...] to Strides as additional Registration Costs for [...*...]. The Parties further acknowledge and agree that the [...*...] project is hereby abandoned and that the [...*...] Dollars [...*...] received from A-S as additional Registration Costs therefor shall be reallocated fully to Registration Costs set forth on Exhibit B-1.

5. Funding of Registration Costs. Section 2.3.2 of the Agreement is deleted in its entirety and replaced with the following:

2.3.2 Since the total Registration Costs set forth on Exhibit B-1 exceeds the Registration Costs paid to date by A-S by [...*...] Dollars [...*...] (when adding

Page 1

* CONFIDENTIAL TREATMENT REQUESTED – This language has been omitted and filed separately with the Securities and Exchange Commission.

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

the re-allocation of Registration Costs for [...*...] to the Registration Costs set forth in Section 2.3.1 of the Agreement), A-S shall make the additional payment of [...*...] Dollars [...*...] to Strides at such time that Strides and Akorn, Inc. (“Akorn”) make an additional capital contribution for such purpose under Section 3.2 of the Limited Liability Company Agreement for Akorn-Strides, LLC between Strides and Akorn (“Company Agreement”). In addition, pursuant to and upon the date of the additional capital contributions for such purpose made by A-S’ members under Section 3.2 of the Company Agreement, A-S shall pay Strides the additional amount of [...*...] United States Dollars [...*...] as a further payment for additional Registration Costs associated with Registrations for the Products set forth on Exhibit B-2 (“Additional Products”). All such further amounts paid under this Section 2.3.2 shall be paid upon the payment schedule to be mutually determined by the Parties and shall be deemed part of the Registration Payment when made. Strides shall file ANDAs for the Additional Products by the dates set forth on Exhibit B-2.

6. Counterparts. This Amendment may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

7. Effect. Except as modified above, the Agreement shall remain in full force and effect in accordance with its specific terms.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Amendment as of the Amendment Date.

Akorn-Strides, LLC		Strides Arcolab Limited
By:	/s/ Arthur S. Przybyl	By:	/s/ Arun Kumar
Name:	Arthur S. Przybyl	Name:	Arun Kumar
Its:	Member Manager	Its:	Executive Vice Chairman & MD

Page 2

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

EXHIBIT B-1
ANDA SCHEDULE

Sl.				Dossier Cost
No.	Product Name	Strength		(USD)	Remarks	Status of Dossier
1	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
2	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
3	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
4	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
5	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
6	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
7	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
8	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
9	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
10	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
11	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
12	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
				[...*...]	[...*...]
13	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
14	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
15	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
16	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
				[...*...]	[...*...]
17	[...*...]	[...*...]		[...*...]	[...*...]	Semi-exclusive **
18	[...*...]			[...*...]	[...*...]	Exclusive
19	[...*...]	[...*...]		[...*...]	[...*...]	Exclusive
			TOTAL	[...*...]

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

The above billing includes:

          (i) Addtitional development of [...*...]

          (ii) Additional batches of [...*...]

          (iii) Additional batches of [...*...]

** Notwithstanding the terms of this Agreement to the contrary, the Parties acknowledge that [...*...] only may be sold by Strides in the Territory in the Exclusive Market to one other entity only in addition to A-S.

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

EXHIBIT B-2
ADDITIONAL ANDA SCHEDULE

Sl.				Dossier Cost
No.	Product Name	Strength		(USD)	Remarks	ANDA Filing	Status of Dossier
1	[...*...]	[...*...]		[...*...]	[...*...]	[...*...]	Exclusive
2	[...*...]	[...*...]		[...*...]		[...*...]	Exclusive
		[...*...]
3	[...*...]	[...*...]		[...*...]		[...*...]	Exclusive
		[...*...]
4	[...*...]	[...*...]		[...*...]	[...*...]	[...*...]	Exclusive
5	[...*...]	[...*...]		[...*...]	[...*...]	[...*...]	Exclusive
		[...*...]
6	[...*...]	[...*...]		[...*...]		[...*...]	Exclusive
7	[...*...]	[...*...]		[...*...]		[...*...]	Exclusive
		[...*...]
8	[...*...]	[...*...]		[...*...]	[...*...]	[...*...]	Exclusive
		[...*...]
9	[...*...]	[...*...]		[...*...]	[...*...]	[...*...]	Exclusive
		[...*...]
		[...*...]
10		[...*...]
		[...*...]
		[...*...]				[...*...]	Exclusive
			TOTAL	[...*...]

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

RLDs to be supplied by A-S: The above costs are not inclusive of RLDs. Timelines indicated are based on best efforts and any changes will be discussed between the two Parties and, upon mutual agreement by the Parties, will not invoke any penalty clauses

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO
OEM AGREEMENT

This First Amendment to OEM Agreement, (“Amendment”) is made and entered into as of December 8, 2004 (“Amendment Date”), by and between Akorn-Strides, LLC, a Delaware limited liability company having a principal place of business at 2500 Millbrook Drive, Buffalo Grove, Illinois 60089-4694, United States of America (“A-S”), and Strides Arcolab Limited, a company organized under the laws of India having a principal place of business at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Strides”), (each a “Party” and collectively the “Parties”).

RECITALS

     A. A-S and Strides are parties to that certain OEM Agreement dated September 22, 2004 (“Agreement”);

     B. A-S and Strides desire to amend the Agreement to provide for different obligations with respect to the Letter of Credit (as defined in the Agreement), pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.   Definitions. All capitalized terms used herein shall have the same meanings set forth in the Agreement, unless otherwise defined in this Amendment.

2.   Letter of Credit.

     2.1 Section 3.8.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

3.8.1 The Letter of Credit shall be opened within five (5) days from the Amendment Date and shall have an initial term of one year. All bank charges in respect of the Letter of Credit are for the account of Strides. The Letter of Credit shall provide for payment of the entire Letter of Credit amount, or One Million Two Hundred Fifty Thousand United States Dollars (US $1,250,000), to A-S in the event that (i) Strides fails to achieve the Registration Threshold prior to the lapse of the period beginning with the Effective Date and ending on the one year anniversary thereof (“Threshold Period”), and fails to cure such failure within ninety (90) days thereafter; or (ii) Strides fails, within six months of the Amendment Date either to (Y) deliver to A-S a new acceptable Letter of Credit, with an initial term ending on or after a date that is one year and six months from the Effective Date; or (Z) renew the term of the Letter of Credit such that the term thereof will end on or after a date that is one year and six months from the Effective Date.

Page 1

     2.2 Sections 3.8.2, 3.8.3, 3.8.4, and 3.8.5 are hereby renumbered as Sections 3.8.3, 3.8.4, 3.8.5, and 3.8.6; all existing references in the Agreement to Sections 3.8.2, 3.8.3, 3.8.4, and 3.8.5 are hereby renumbered to read 3.8.3, 3.8.4, 3.8.5, and 3.8.6; and the following text is hereby inserted in the Agreement as a new Section 3.8.2:

3.8.2 Provided that the Registration Threshold has not already been achieved by Strides at such time, should Strides fail to, within six months of the Amendment Date, either (Y) deliver to A-S a new acceptable Letter of Credit, with an initial term ending on or after a date that is one year and six months from the Effective Date; or (Z) renew the term of the Letter of Credit such that the term thereof will end on or after a date that is one year and six months from the Effective Date, then A-S shall, without notice to Strides, receive payment of the entire Letter of Credit.

3.   Counterparts. This Amendment may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

4.   Effect. Except as modified above, the Agreement shall remain in full force and effect in accordance with its specific terms.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Amendment as of the Amendment Date.

Akorn-Strides, LLC		Strides Arcolab Limited
By:	/s/ Arthur S. Przybyl	By:	/s/ Arun Kumar
Name:	Arthur S. Przybyl	Name:	Arun Kumar
Its:	Pres & CEO	Its:	Managing Director

Page 2

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO

OEM AGREEMENT

     This Second Amendment to OEM Agreement, (“Amendment”) is made and entered into as of December 31, 2004 (“Amendment Date”), by and between Akorn-Strides, LLC, a Delaware limited liability company, having a principal place of business at 2500 Millbrook Drive, Buffalo Grove, Illinois 60089-4694, United States of America (“A-S”), and Strides Arcolab Limited, a company organized under the laws of India having a principal place of business at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Strides”), (each a “Party” and collectively the “Parties”).

RECITALS

     A. A-S and Strides are parties to that certain OEM Agreement dated September 22, 2004 (“agreement”);

     B. A-S and Strides desire to amend the Agreement to clarify the treatment of the Registration Payment made by A-S, pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions. All capitalized terms used herein shall have the same meanings set forth in the Agreement, unless otherwise defined in this Amendment.

2. Funding of Registration Costs. The following text in added to the Agreement as a new Section 2.3.3:

2.3.3 The Parties acknowledge that the Registration Payment made by A-S pursuant to Section 2.3.1 and the additional Registration Payment that A-S may make pursuant to its own discretion pursuant to Section 2.3.2 represent consideration for the preparation by Strides of the ANDAs set forth in the ANDA Schedule.

3. Counterparts. This Amendment may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

4. Effect. Except as modified above, the Agreement shall remain in full force and effect in accordance with its specific terms.

Page 1

     IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Amendment as of the Amendment Date.

Akorn-Strides, LLC		Strides Arcolab Limited
By:	/s/ Arthur S. Przybyl	By:	/s/ Arun Kumar
Name:	Arthur S. Przybyl	Name:	Arun Kumar
Its:	Member Manager	Its:	Executive Vice Chairman & MD

Page 2

EX-10.4

Exhibit 10.4

*Confidential Treatment Requested Under
17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

THIRD AMENDMENT TO
OEM AGREEMENT

This Third Amendment to OEM Agreement, (“Amendment”) is made and entered into as of October 26, 2005 (“Amendment Date”), by and between Akorn-Strides, LLC, a Delaware limited liability company, having a principal place of business at 2500 Millbrook Drive, Buffalo Grove, Illinois 60089-4694, United States of America (“A-S”), and Strides Arcolab Limited, a company organized under the laws of India having a principal place of business at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Strides”), (each a “Party” and collectively the “Parties”).

RECITALS

     A. A-S and Strides are parties to that certain OEM Agreement dated September 22, 2004 (“Agreement”) and desire to amend the Agreement to revise the ANDA Schedule, pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.    Definitions. All capitalized terms used herein shall have the same meanings set forth in the Agreement, unless otherwise defined in this Amendment.

2.    Modification of ANDA Schedule. Exhibit B of the Agreement is deleted in its entirety and replaced with Exhibit B attached hereto and fully incorporated herein (“New ANDA Schedule”). The Parties also hereby acknowledge that the schedule, attached hereto as Attachment 1 was a previously adopted, although unsigned schedule originally intended to supercede the original Exhibit B attached to the Agreement but which itself is being superceded pursuant to this Amendment with the New ANDA Schedule.

3.    Counterparts. This Amendment may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

4.    Effect. Except as modified above, the Agreement shall remain in full force and effect in accordance with its specific terms.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Amendment as of the Amendment Date.

Akorn-Strides, LLC		Strides Arcolab Limited
By:	/s/ Arthur S. Przybyl	By:	/s/ Arun Kumar
Name:	Arthur S. Przybyl	Name:	Arun Kumar
Its:	Member Manager	Its:	Executive Vice Chairman & MD

Page 1

*Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

EXHIBIT B
ANDA SCHEDULE

			Dossier	API Cost	Upgrade	Total Cost of	Status of
Sl. No.	Product Name	STRENGTH	Cost	over 10K	contbn	Dossier	Dossier
1	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
2	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Semi- Exclusive**
3	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
4	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
5	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
6	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
7	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
8	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
9	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
10	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
11	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
12	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
13	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
14	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
15	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
			[...*...]	[...*...]	[...*...]	[...*...]
NOTE:-PRODUCTS CAN BE DROPPED OR SUBSTITUTED BASED ON JOINT DECISION BY AKORN/STRIDES JV

** Notwithstanding the terms of this Agreement to the contrary, the Parties acknowledge that [...*...] only may be sold by Strides in the Territory in the Exclusive Market to one other entity only in addition to A-S.

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

*Confidential Treatment Requested under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2

ATTACHMENT 1
SUPERCEDED INTERMEDIATE SCHEDULE

			Dossier	API Cost	Upgrade	Total Cost of	Status of
Sl. No.	Product Name	STRENGTH	Cost	over 10K	contbn	Dossier	Dossier
1	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
2	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Semi-Exclusive**
3	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
4	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
5	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
6	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
7	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
8	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
9	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
10	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
11	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
12	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
13	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
14	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
15	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
16	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
17	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
18	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
19	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
20	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	[...*...]	Exclusive
			[...*...]	[...*...]	[...*...]	[...*...]
NOTE:-PRODUCTS CAN BE DROPPED OR SUBSTITUTED BASED ON JOINT DECISION BY AKORN/STRIDES JV

* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the Securities and Exchange Commission.

EX-10.5

Exhibit 10.5

FOURTH AMENDMENT TO
OEM AGREEMENT

This Fourth Amendment to OEM Agreement, (“Amendment”) is made and entered into as of February 1, 2006 (“Amendment Date”), by and between Akorn-Strides, LLC, a Delaware limited liability company, having a principal place of business at 2500 Millbrook Drive, Buffalo Grove, Illinois 60089-4694, United States of America (“A-S”), and Strides Arcolab Limited, a company organized under the laws of India having a principal place of business at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“Strides”), (each a “Party” and collectively the “Parties”).

RECITALS

     A. A-S and Strides are parties to that certain OEM Agreement dated September 22, 2004 (“Agreement”) and desire to amend the Agreement to eliminate the Letter of Credit and to modify the timeline for Strides to meet Registration Threshold, pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.     Definitions.     All capitalized terms used herein shall have the same meanings set forth in the Agreement, unless otherwise defined in this Amendment.

2.      Application Schedule.      The last sentence of Section 2.1 of the Agreement shall be deleted in its entirety and replaced with the following text: “Notwithstanding anything else to the contrary, Strides shall use its best efforts to achieve the Registration Threshold within twenty four (24) months from the Effective Date.”

3.     Letter of Credit.

       3.1     Section 1.25 of the Agreement is deleted in its entirety. Additionally, the following clause is deleted from the opening sentence of Section 2.3.1 of the Agreement “Provided that Strides delivers to A-S the Letter of Credit.”

       3.2     Section 3.8 of the Agreement is deleted in its entirety and replaced with the following:

                3.8     Registration Threshold.

                          3.8.1     Should Strides fail to achieve the Registration Threshold prior to the lapse of the period beginning with the Effective Date and ending twenty four (24) months thereafter (“Threshold Period”), then A-S may, in its sole discretion, without notice to Strides, elect to (i) terminate Strides’ membership interest in A-S as provided in the Limited Liability Company Agreement of Akorn-Strides, LLC dated September 22, 2004; or (ii) negotiate an extension of the Threshold Period with Strides, pursuant to Section 3.8.2 below.

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                          3.8.2     Should A-S, in its sole discretion, elect to negotiate an extension of the Threshold Period, as provided above, then the Parties shall negotiate in good faith the terms of such an extension. All provisions of this Section 3.8 shall continue apply in the same manner to the extent that the Threshold Period is extended hereby.

                          3.8.3     The elimination of Strides’ membership in A-S shall not act as a waiver of A-S’ other legal and equitable remedies against Strides or other third parties, and A-S hereby reserves all rights to such other legal and equitable remedies.

4.     Counterparts.     This Amendment may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

5.     Effect.     Except as modified above, the Agreement shall remain in full force and effect in accordance with its specific terms.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Amendment as of the Amendment Date.

Akorn-Strides, LLC		Strides Arcolab Limited
By:	/s/ Arthur S. Przybyl	By:	/s/ Arun Kumar
Name:	Arthur S. Przybyl	Name:	Arun Kumar
Its:	Member Manager	Its:	Executive Vice Chairman & MD

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