AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENT

Exhibit 10.1

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

AMENDMENT TO
EXCLUSIVE DISTRIBUTION AGREEMENT
BETWEEN
AKORN. INC., AND
MASSACHUSETTS BIOLOGICAL LABORATORIES

     This Amendment (the “ Amendment” ) is entered into as of July 3, 2008 (the “ Effective Date ”), by and between Massachusetts Biologic Laboratories of the University of Massachusetts Medical School (“ MBL ”) and Akorn, Inc. (“ Akorn ”) (each a “ Party ” and together the “ Parties ”).

Recitals

      WHEREAS , MBL as manufacturer and Akorn as distributor entered into an Exclusive Distribution Agreement for Tetanus-Diphtheria vaccine (“Td vaccine’) on March 22, 2007 (the “ Exclusive Distribution Agreement ” or the “ Agreement ”);

      WHEREAS , Akorn to date has not picked up shipments to fulfill Akorn’s purchase obligations through June 30, 2008;

      WHEREAS , Akorn has requested that its obligations to take delivery of Td vaccine under the Agreement be modified and reduced for the remainder of the Agreement’s term;

      WHEREAS , a dispute arose between the Parties whereby, among other claims, (a) MBL claimed that Akorn is or would be in breach of the Exclusive Distribution Agreement, and (b) Akorn claimed that it was mislead concerning the market for Td vaccine (collectively, the “ Disputes ”);

      WHEREAS , the Parties mediated their Disputes on June 26, 2008 with the Hon. Charles B. Swartwood III of JAMS;

      WHEREAS , the Parties have resolved all material aspects of their Disputes, and have memorialized this resolution in the agreement entitled “MBL-Akorn Binding Term Sheet — July 3, 2008” (the “ Term Sheet’ ); and

      WHEREAS , as provided in sections 8 and 10 of the Term Sheet, the Parties wish to embody the rights and obligations set out in the Term Sheet (a) in a more formal amendment to the Exclusive Distribution Agreement, and (b) in a more formal mutual release, executed simultaneously with this Amendment (the “ Mutual Release ”);

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

      NOW, THEREFORE , the Parties agree to amend the Exclusive Distribution Agreement as follows:

Amendment

1.		Consideration . The Parties agree that the consideration for this Amendment consists of (i) the rights and obligations obtained and assumed in this Amendment, and (ii) the releases obtained under the Mutual Release.
2.		Amendment to Section 1 . The following section 1(d) is added to Section 1 of the Exclusive Distribution Agreement:

			Additional Definitions .
			“ Full Year 1 Doses ” shall mean the total of (i) the doses Akorn had picked-up and paid for as of June 30, 2008; (ii) the Replacement Doses; and (iii) the Additional Year 1 Doses.
			“ Year 1 ” means the period September 1, 2007 through June 30, 2008.
			“ Year 2 ” means the period July 1, 2008 through June 30, 2009.
			“ Year 3 ” means the period July 1, 2009 through June 30, 2010.

3.

Amendment to Section 2(a) . Section 2(a) of the Exclusive Distribution Agreement is deleted in its entirety, and replaced with the following:

		2(a)(i)		Exchange of Single Dose for Multi-Dose Vials . MBL will provide an exchange of single dose Td vaccine for multi-dose Td vaccine as follows:

		2(a)(1)(1)		Destruction of Multi-Dose Vials to MBL . MBL will accept from Akorn for return [***...***] doses in multi-dose vials for destruction, which Akorn currently holds in inventory (the “ Original Doses ”). Rather than physically return the Original Doses, Akorn at its cost shall arrange for the destruction of the Original Doses, on or before July 31, 2008. Akorn shall (i) pay the destruction costs billed by the contractor responsible for the destruction of the Original Doses (the “ Contractor ”); and (ii) provide MBL with the Contractor’s destruction certificate for the Doses, as well as all required documentation to allow proper processing for Excise Tax purposes.

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

		2(a)(1)(2)		Delivery of Single Dose Vials to Akorn . MBL will make available to Akorn for pickup [***...***] doses in single dose vials (the “ Replacement Doses ”) in consideration of Akorn’s timely payment of the first installment of the Year 1 Resolution Amount (as such term is defined in Section 2(a)(3) (Akorn Resolution Payment) below). Of the Replacement Doses, Akorn will pick up [***...***] doses on or before August 15, 2008, and the remainder of the Replacement Doses on or before September 30, 2008. Dating for Replacement Doses will be no less favorable than the dating for single dose vials distribut