Placement Agent Services

Exhibit 10.1

August 5, 2004

Leerink Swann & Company
One Federal Street, 37th Floor
Boston, MA 02110

Re:      Placement Agent Services

Ladies and Gentlemen:

This letter will confirm the understanding concerning placement agent services to be provided by Leerink Swann & Company (“Leerink”) to Akorn, Inc. (“Akorn”). Leerink is being engaged by Akorn to help Akorn on a “best efforts” basis to market to accredited investors a proposed investment in Akorn’s capital stock and warrants, or other instruments deemed appropriate by Akorn, in a “PIPE” transaction or other private placement (the “Transaction”).

Leerink agrees to assist in structuring the Transaction, in cooperation with Akorn’s officers, directors, attorneys and accountants. Leerink’s assistance shall include, but not be limited to: (i) assisting Akorn in determining the price at which shares of capital stock should be offered for sale; (ii) evaluating the advantages and disadvantages of offering warrants as a “package deal” with the shares of capital stock sold, including a study of the various pricing options available; (iii) collaborating with Akorn’s legal counsel in the preparation of the subscription documents; and (iv) directing Akorn and its officers in the sales effort prior to the actual commencement of the offering. It is understood that execution of this agreement does not assure the successful completion of the Transaction.

In consideration for Leerink’s services in connection with the Transaction, Akorn shall pay Leerink six percent (6%) of the gross cash proceeds received by Akorn from the Transaction (the “Placement Agent Fee”), payable upon the consummation of the Transaction. If the Transaction is consummated by means of more than one closing, Leerink shall be entitled to the fees provided herein with respect to each such closing. Any proceeds received by Akorn upon the exercise or conversion of any securities that are issued to investors in connection with the Transaction shall not be included for purposes of calculating the Placement Agent Fee and Leerink shall not be entitled to any additional payments upon the exercise or conversion of such securities. In addition and regardless of whether the Transaction is consummated, upon request by Leerink from time to time, Akorn shall reimburse Leerink for all reasonable out-of-pocket expenses incurred by Leerink in connection with its engagement hereunder, including reasonable fees and expenses of its counsel, up to $25,000.00 in the aggregate.

Akorn acknowledges and agrees that Leerink has been retained solely to provide the advice or services set forth in this agreement. Leerink shall act as an independent contractor, and any duties of Leerink arising out of its engagement hereunder shall be owed solely to Akorn. As Leerink will be acting on your behalf in such capacity, it is our firm practice to be indemnified in connection with engagements of this type and Akorn agrees to the indemnification agreement attached hereto as Exhibit A. Any advice, written or oral, provided by Leerink pursuant to this agreement will be treated by Akorn as confidential, will be solely for the information and

assistance of Akorn in connection with the Transaction and may not be quoted, nor will any such advice or the name of Leerink be referred to, in any report, document, release or other communication, whether written or oral, prepared, issued or transmitted by Akorn or any affiliate, director, officer, employee, agent or representative of any thereof, without, in each instance, Leerink ‘s prior written consent.

Leerink represents and warrants that it shall comply with all rules and regulations applicable to it in connection with the Transaction and that it is licensed or registered as it is required to be to perform its obligations in connection with the Transaction and agrees to maintain the effectiveness of such license or registration throughout the term of the Transaction.

If this accurately reflects your understanding, then please execute two copies of this agreement and return them in the envelope provided. We look forward to working with Leerink in the successful completion of this transaction.

Sincerely,

/s/ Jeffrey A. Whitnell

Jeffrey A. Whitnell, Chief Financial Officer

EXHIBIT A

     This Exhibit A is entered into pursuant to, and is made a part of, the attached agreement (the “Agreement”) between Leerink and Akorn (the “Company”). Capitalized terms used and not defined in this Exhibit A shall have the meanings assigned them in the attached Agreement.

     The Company agrees to indemnify and hold harmless Leerink, its affiliates, and each of its partners, directors, officers, consultants, employees, advisors, representatives and controlling persons (each an “Indemnified Person”) from and against any claims, losses, damages, expenses or liabilities (collectively, “Losses”), including without limitation any time spent by Leerink’s professional and legal advisors (subject to the limitations set forth below), incurred in connection with investigating, preparing, defending, paying, se