##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED June 30, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER: 001-32360
 AKORN, INC.
 (Exact Name of Registrant as Specified in its Charter)
 LOUISIANA
    
    72-0717400(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)1925 W FIELD CT STE 300LAKE FOREST, ILLINOIS
    
    60045(Address of Principal Executive Offices)
    
    (Zip Code)
 (847) 279-6100
(Registrants telephone number, including area code)
  Yes þ            No o
  o o
  Large accelerated filero
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Yes o            No þ




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##### 



PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Consolidated Balance Sheets-June 30, 2009 and December 31, 2008
    
    3Condensed Consolidated Statements of Operations-Three and six months ended June 30, 2009 and 2008
    
    4Condensed Consolidated Statement of Shareholders Equity- Six months ended June 30, 2009 and 2008
    
    5Condensed Consolidated Statements of Cash Flows- Six months ended June 30, 2009 and 2008
    
    6Notes to Condensed Consolidated Financial Statements
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    19ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    26ITEM 4. Controls and Procedures
    
    26PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    27ITEM 1A. Risk Factors
    
    27ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    27ITEM 3. Defaults Upon Senior Securities
    
    28ITEM 4. Submission of Matters to a Vote of Security Holders
    
    28ITEM 5. Other Information
    
    28ITEM 6. Exhibits
    
    29EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 AKORN, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 IN THOUSANDS, EXCEPT SHARE DATA
 JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008(UNAUDITED)
    
    
    (AUDITED)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    1,019
    
    
    $
    1,063Trade accounts receivable (less allowance for doubtful accounts
of $18 and $22, respectively)
    
    
    9,044
    
    
    
    6,529Other receivable
    
    
    
    
    
    
    1,221Inventories
    
    
    24,607
    
    
    
    30,163Prepaid expenses and other current assets
    
    
    986
    
    
    
    1,770TOTAL CURRENT ASSETS
    
    
    35,656
    
    
    
    40,746PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    32,839
    
    
    
    34,223OTHER LONG-TERM ASSETSIntangibles, net
    
    
    5,353
    
    
    
    6,017Deferred financing costs
    
    
    1,391
    
    
    
    272Other
    
    
    1,561
    
    
    
    1,071TOTAL OTHER LONG-TERM ASSETS
    
    
    8,305
    
    
    
    7,360TOTAL ASSETS
    
    $
    76,800
    
    
    $
    82,329LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESTrade accounts payable
    
    $
    5,239
    
    
    $
    8,795Accrued compensation
    
    
    1,158
    
    
    
    1,070Accrued expenses and other liabilities
    
    
    3,077
    
    
    
    2,906Short term subordinated debt  related party
    
    
    5,742
    
    
    
    5,332Revolving line of credit  related party
    
    
    5,509
    
    
    
    Warrants liability  related party
    
    
    2,719
    
    
    
    Supply agreement termination costs
    
    
    4,750
    
    
    
    TOTAL CURRENT LIABILITIES
    
    
    28,194
    
    
    
    18,103LONG-TERM LIABILITIESLease incentive obligation
    
    
    1,394
    
    
    
    1,484Product warranty liability
    
    
    1,299
    
    
    
    1,299Other long-term liabilities
    
    
    825
    
    
    
    TOTAL LONG-TERM LIABILITIES
    
    
    3,518
    
    
    
    2,783TOTAL LIABILITIES
    
    
    31,712
    
    
    
    20,886SHAREHOLDERS EQUITYCommon stock, no par value  150,000,000 shares authorized;
90,244,618 and 90,072,662 shares issued and outstanding at
June 30, 2009 and December 31, 2008, respectively
    
    
    171,903
    
    
    
    170,617Warrants to acquire common stock
    
    
    2,731
    
    
    
    2,731Accumulated deficit
    
    
    (129,546
    )
    
    
    (111,905
    )TOTAL SHAREHOLDERS EQUITY
    
    
    45,088
    
    
    
    61,443TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    76,800
    
    
    $
    82,329
  3




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 IN THOUSANDS, EXCEPT PER SHARE DATA
 (UNAUDITED)
 THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJUNE 30,
    
    
    JUNE 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    16,300
    
    
    $
    21,229
    
    
    $
    38,340
    
    
    $
    35,688Cost of sales
    
    
    14,634
    
    
    
    16,402
    
    
    
    31,311
    
    
    
    27,114GROSS PROFIT
    
    
    1,667
    
    
    
    4,827
    
    
    
    7,029
    
    
    
    8,574Selling, general and administrative expenses
    
    
    5,832
    
    
    
    5,914
    
    
    
    12,829
    
    
    
    12,171Supply agreement termination expenses
    
    
    99
    
    
    
    
    
    
    
    5,929
    
    
    
    Amortization of intangibles
    
    
    339
    
    
    
    338
    
    
    
    914
    
    
    
    677Research and development expenses
    
    
    1,691
    
    
    
    1,225
    
    
    
    2,668
    
    
    
    3,601TOTAL OPERATING EXPENSES
    
    
    7,961
    
    
    
    7,477
    
    
    
    22,340
    
    
    
    16,449OPERATING LOSS
    
    
    (6,294
    )
    
    
    (2,650
    )
    
    
    (15,311
    )
    
    
    (7,875
    )Write-off and amortization of deferred financing
costs
    
    
    (98
    )
    
    
    
    
    
    
    (1,552
    )
    
    
    Interest expense, net
    
    
    (376
    )
    
    
    (169
    )
    
    
    (654
    )
    
    
    (284
    )Equity in earnings of unconsolidated joint venture
    
    
    128
    
    
    
    
    
    
    
    188
    
    
    
    Change in fair value of warrants liability
    
    
    (310
    )
    
    
    
    
    
    
    (310
    )
    
    
    Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (201
    )LOSS BEFORE INCOME TAXES
    
    
    (6,950
    )
    
    
    (2,819
    )
    
    
    (17,639
    )
    
    
    (8,360
    )Income tax provision
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    3NET LOSS
    
    $
    (6,950
    )
    
    $
    (2,819
    )
    
    $
    (17,641
    )
    
    $
    (8,363
    )NET LOSS PER SHARE:BASIC
    
    $
    (0.08
    )
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.09
    )DILUTED
    
    $
    (0.08
    )
    
    $
    (0.03
    )
    
    $
    (0.20
    )
    
    $
    (0.09
    )SHARES USED IN COMPUTING NET LOSS PER SHARE:BASIC
    
    
    90,218
    
    
    
    89,204
    
    
    
    90,161
    
    
    
    89,129DILUTED
    
    
    90,218
    
    
    
    89,204
    
    
    
    90,161
    
    
    
    89,129
  4




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
 UNAUDITED
 (In Thousands)
 Warrants toacquireCommon Stock
    
    
    Common
    
    
    AccumulatedSix Months Ended June 30, 2009
    
    Shares
    
    
    Amount
    
    
    Stock
    
    
    Deficit
    
    
    TotalBALANCES AT DECEMBER 31, 2008
    
    
    90,073
    
    
    $
    170,617
    
    
    $
    2,731
    
    
    $
    (111,905
    )
    
    $
    61,443Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,641
    )
    
    
    (17,641
    )Employee stock purchase plan issuances
    
    
    73
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    90Amortization of deferred compensation
related to restricted stock awards
    
    
    99
    
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    193Restricted stock awards vested net of
amounts withheld for payment of
employee tax liability
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    
    
    
    
    (47
    )Stock-based compensation expense
    
    
    
    
    
    
    1,050
    
    
    
    
    
    
    
    
    
    
    
    1,050BALANCES AT JUNE 30, 2009
    
    
    90,245
    
    
    $
    171,903
    
    
    $
    2,731
    
    
    $
    (129,546
    )
    
    $
    45,088
 Warrants toacquireCommon Stock
    
    
    Common
    
    
    AccumulatedSix Months Ended June 30, 2008
    
    Shares
    
    
    Amount
    
    
    Stock
    
    
    Deficit
    
    
    TotalBALANCES AT DECEMBER 31, 2007
    
    
    88,901
    
    
    $
    165,829
    
    
    $
    2,795
    
    
    $
    (103,966
    )
    
    $
    64,658Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,363
    )
    
    
    (8,363
    )Exercise of warrants into common stock
    
    
    50
    
    
    
    101
    
    
    
    (64
    )
    
    
    
    
    
    
    37Exercise of stock options
    
    
    189
    
    
    
    511
    
    
    
    
    
    
    
    
    
    
    
    511Employee stock purchase plan issuances
    
    
    17
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    103Amortization of deferred compensation
related to restricted stock awards
    
    
    66
    
    
    
    358
    
    
    
    
    
    
    
    
    
    
    
    358Restricted stock awards vested net of
amounts withheld for payment of
employee tax liability
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    
    
    
    
    (158
    )Stock-based compensation expense
    
    
    
    
    
    
    891
    
    
    
    
    
    
    
    
    
    
    
    891BALANCES AT JUNE 30, 2008
    
    
    89,223
    
    
    $
    167,635
    
    
    $
    2,731
    
    
    $
    (112,329
    )
    
    $
    58,037
 5




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 IN THOUSANDS (UNAUDITED)
 SIX MONTHSENDED JUNE 302009
    
    
    2008OPERATING ACTIVITIESNet loss
    
    $
    (17,641
    )
    
    $
    (8,363
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    2,848
    
    
    
    2,222Amortization of deferred financing fees
    
    
    1,552
    
    
    
    Non-cash stock compensation expense
    
    
    1,243
    
    
    
    1,249Non-cash supply agreement termination expense
    
    
    1,051
    
    
    
    Non-cash change in fair value of warrants liability
    
    
    310
    
    
    
    Equity in earnings of unconsolidated joint venture
    
    
    (188
    )
    
    
    Changes in operating assets and liabilities:Trade accounts receivable
    
    
    (2,515
    )
    
    
    (5,989
    )Inventories
    
    
    5,556
    
    
    
    5,720Prepaid expenses and other current assets
    
    
    574
    
    
    
    140Other long-term assets
    
    
    
    
    
    
    1,246Supply agreement termination liabilities
    
    
    4,750
    
    
    
    Trade accounts payable
    
    
    (3,556
    )
    
    
    (9,639
    )Other long-term liabilities
    
    
    825
    
    
    
    Accrued expenses and other liabilities
    
    
    579
    
    
    
    362NET CASH USED IN OPERATING ACTIVITIES
    
    
    (4,612
    )
    
    
    (13,052
    )INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (642
    )
    
    
    (1,420
    )Purchase of product licensing rights
    
    
    (250
    )
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    (892
    )
    
    
    (1,420
    )FINANCING ACTIVITIESRepayment of long-term debt
    
    
    
    
    
    
    (208
    )Restricted cash for revolving credit agreement
    
    
    
    
    
    
    (2,050
    )Loan origination fees  new revolving line of credit
    
    
    (1,313
    )
    
    
    Proceeds from line of credit
    
    
    5,509
    
    
    
    9,658Proceeds from exercise of stock warrants
    
    
    
    
    
    
    37Proceeds under stock option and stock purchase plans
    
    
    1,264
    
    
    
    456NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    5,460
    
    
    
    7,893DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (44
    )
    
    
    (6,579
    )Cash and cash equivalents at beginning of period
    
    
    1,063
    
    
    
    7,948CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    1,019
    
    
    $
    1,369SUPPLEMENTAL DISCLOSURESAmount paid for interest
    
    $
    227
    
    
    $
    366Amount paid for income taxes
    
    $
    3
    
    
    $
    3
  6




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NOTE A  BUSINESS AND BASIS OF PRESENTATION
 Business:
 Basis of Presentation
 NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Use of Estimates:
 Chargebacks:
  7




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Sales Returns:
  NOTE C  STOCK BASED COMPENSATION
     8




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THREE MONTHS
    
    THREE MONTHSENDED
    
    ENDEDJUNE 30, 2009
    
    JUNE 30, 2008Expected volatility
    
    
    80
    %
    
    
    46
    %Expected life (in years)
    
    
    3.9
    
    
    
    4.0Risk-free interest rate
    
    
    2.2
    %
    
    
    3.2
    %Dividend yield
    
    
    
    
    
    
    Fair value per stock option
    
    $
    0.56
    
    
    $
    1.54Forfeiture rate
    
    
    13
    %
    
    
    10
    %
  Weighted AverageNumber of
    
    Weighted
    
    Remaining
    
    AggregateShares
    
    Average
    
    Contractual Term
    
    Intrinsic Value(in thousands)
    
    Exercise Price
    
    (Years)
    
    (in thousands)Outstanding at December 31, 2008
    
    
    3,684
    
    
    $
    5.20
    
    
    
    2.56
    
    
    $
    44Granted
    
    
    1,027
    
    
    $
    1.03Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (1,301
    )
    
    $
    5.13Outstanding at June 30, 2009
    
    
    3,410
    
    
    $
    3.97
    
    
    
    2.89
    
    
    $
    242Exercisable at June 30, 2009
    
    
    1,830
    
    
    $
    5.10
    
    
    
    1.73
    
    
    $
    11
    Number of Shares
    
    Weighted Average(in thousands)
    
    Grant Date Fair ValueNonvested at December 31, 2008
    
    
    125
    
    
    $
    5.74Granted
    
    
    55
    
    
    
    2.19Vested
    
    
    (155
    )
    
    
    4.22Nonvested at June 30, 2009
    
    
    25
    
    
    
    7.34
 NOTE D  REVENUE RECOGNITION
  9




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NOTE E  ACCOUNTS RECEIVABLE ALLOWANCES
    JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008Gross accounts receivable
    
    $
    17,563
    
    
    $
    18,723Less:Allowance for doubtful accounts
    
    
    (18
    )
    
    
    (22
    )Returns reserve
    
    
    (3,170
    )
    
    
    (2,539
    )Discount and allowances reserve
    
    
    (326
    )
    
    
    (322
    )Chargeback and rebates reserves
    
    
    (5,005
    )
    
    
    (9,311
    )Net trade accounts receivable
    
    $
    9,044
    
    
    $
    6,529
  ® ®
  10




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NOTE F  INVENTORIES
  JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008Finished goods
    
    $
    13,943
    
    
    $
    21,000Work in process
    
    
    2,040
    
    
    
    1,802Raw materials and supplies
    
    
    8,624
    
    
    
    7,361$
    24,607
    
    
    $
    30,163
  NOTE G  PROPERTY, PLANT AND EQUIPMENT
  JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008Land
    
    $
    396
    
    
    $
    396Buildings and leasehold improvements
    
    
    19,993
    
    
    
    19,607Furniture and equipment
    
    
    46,438
    
    
    
    46,29766,827
    
    
    
    66,300Accumulated depreciation
    
    
    (34,300
    )
    
    
    (32,710
    )32,527
    
    
    
    33,590Construction in progress
    
    
    312
    
    
    
    633Property, plant, & equipment, net
    
    $
    32,839
    
    
    $
    34,223
 NOTE H  FINANCING ARRANGEMENTS
 Subordinated Note Payable
 .
 Credit Facility
  11




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Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Companys Own Stock
   NOTE I  COMMON STOCK ISSUANCE
  NOTE J  EARNINGS PER COMMON SHARE
  13




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NOTE K  INDUSTRY SEGMENT INFORMATION
   THREE MONTHS ENDED JUNE 30,
    
    
    SIX MONTHS ENDED JUNE 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUESOphthalmic
    
    $
    2,984
    
    
    $
    4,288
    
    
    $
    8,064
    
    
    $
    10,241Hospital Drugs & Injectables
    
    
    3,306
    
    
    
    4,851
    
    
    
    7,834
    
    
    
    9,933Biologics & Vaccines
    
    
    7,831
    
    
    
    10,002
    
    
    
    18,529
    
    
    
    11,819Contract Services
    
    
    2,179
    
    
    
    2,088
    
    
    
    3,913
    
    
    
    3,695Total revenues
    
    $
    16,300
    
    
    $
    21,229
    
    
    $
    38,340
    
    
    $
    35,688GROSS PROFIT (LOSS)Ophthalmic
    
    $
    (457
    )
    
    $
    968
    
    
    $
    551
    
    
    $
    2,810Hospital Drugs & Injectables
    
    
    226
    
    
    
    1,328
    
    
    
    1,110
    
    
    
    2,429Biologics & Vaccines
    
    
    1,661
    
    
    
    1,786
    
    
    
    5,032
    
    
    
    2,154Contract Services
    
    
    237
    
    
    
    745
    
    
    
    336
    
    
    
    1,181Total gross profit
    
    
    1,667
    
    
    
    4,827
    
    
    
    7,029
    
    
    
    8,574Operating expenses
    
    
    7,961
    
    
    
    7,477
    
    
    
    22,340
    
    
    
    16,449Operating loss
    
    
    (6,294
    )
    
    
    (2,650
    )
    
    
    (15,311
    )
    
    
    (7,875
    )Interest & other expense
    
    
    (656
    )
    
    
    (169
    )
    
    
    (2,328
    )
    
    
    (485
    )Loss before income taxes
    
    $
    (6,950
    )
    
    $
    (2,819
    )
    
    $
    (17,639
    )
    
    $
    (8,360
    )
  NOTE L  COMMITMENTS AND CONTINGENCIES
   14




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NOTE M  CUSTOMER AND SUPPLIER CONCENTRATION
     NOTE N  RECENT ACCOUNTING PRONOUNCEMENTS
  16




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Determination of the Useful Life of
Intangible Assets. Goodwill and Other Intangible Assets Business Combinations,
    NOTE O  UNCONSOLIDATED JOINT VENTURE
   17




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NOTE P  SEVERANCE CHARGES
  NOTE Q  SUBSEQUENT EVENTS
   18




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Item 2.
 AKORN, INC.
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 FORWARD-LOOKING STATEMENTS AND FACTORS AFFECTING FUTURE RESULTS
  
    
    our ability to comply with all of the requirements of the U.S. Food and Drug
Administration (FDA), including current Good Manufacturing Practices regulations;
    
    our ability to avoid defaults under debt covenants;
    
    our ability to obtain regulatory approvals for products manufactured in our new
lyophilization facility;
    
    our ability to generate cash from operations sufficient to meet our working capital
requirements;
    
    our ability to obtain additional funding or financing to operate and grow our business;
    
    the effects of federal, state and other governmental regulation on our business;
    
    our success in developing, manufacturing, acquiring and marketing new products;
    
    our ability to make timely payments to our Td vaccine supplier;
    
    the success of our strategic partnerships for the development and marketing of new
products;
    
    our ability to bring new products to market and the effects of sales of such products on
our financial results;
    
    the effects of competition from generic pharmaceuticals and from other pharmaceutical
companies;
    
    availability of raw materials needed to produce our products; and
    
    other factors referred to in this Form 10-Q, our Form 10-K and our other SEC filings.
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RESULTS OF OPERATIONS
 THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THREE MONTHS ENDED JUNE 30, 2008
  THREE MONTHS ENDEDJUNE 30,2009
    
    
    2008Ophthalmic segment
    
    $
    2,984
    
    
    $
    4,288Hospital Drugs & Injectables segment
    
    
    3,306
    
    
    
    4,851Biologics & Vaccines segment
    
    
    7,831
    
    
    
    10,002Contract Services segment
    
    
    2,179
    
    
    
    2,088Total revenues
    
    $
    16,300
    
    
    $
    21,229
  ® ®
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SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO SIX MONTHS ENDED JUNE 30, 2008
  SIX MONTHS ENDED JUNE 30,2009
    
    
    2008Ophthalmic segment
    
    $
    8,064
    
    
    $
    10,241Hospital Drugs & Injectables segment
    
    
    7,834
    
    
    
    9,933Biologics & Vaccines segment
    
    
    18,529
    
    
    
    11,819Contract Services segment
    
    
    3,913
    
    
    
    3,695Total revenues
    
    $
    38,340
    
    
    $
    35,688
  ® ®
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FINANCIAL CONDITION AND LIQUIDITY
 Overview
   Credit Facility
   22




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Subordinated Debt
  23




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CONTRACTUAL OBLIGATIONS
       24




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CRITICAL ACCOUNTING POLICIES
  RECENT ACCOUNTING PRONOUNCEMENTS
    Determination of the Useful Life of
Intangible Assets. Goodwill and Other Intangible Assets Business Combinations,
  25




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OFF-BALANCE SHEET ARRANGEMENTS
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
     
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  28




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ITEM 6. EXHIBITS
 W
 Exhibit No.
    
    Description(4.1)
    
    Akorn, Inc. Common Stock Purchase Warrant, dated April 13, 2009, in favor of EJ Funds
LP, incorporated by reference to Exhibit 4.1 to Akorn, Inc.s report on Form 8-K
filed on April 17, 2009.(4.2)
    
    Modification, Warrant and Investor Rights Agreement, dated April 13, 2009, among
Akorn, Inc., Akorn (New Jersey), Inc., and EJ Funds LP, incorporated by reference to
Exhibit 4.2 to Akorn, Inc.s report on Form 8-K filed on April 17, 2009.(4.3)
    
    Akorn, Inc. Common Stock Purchase Warrant, dated April 15, 2009, in favor of John N.
Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit 4.1 to Akorn, Inc.s
report on Form 8-K filed on April 21, 2009.(10.1)
    
    Credit Agreement dated January 7, 2009, by and between Akorn, Inc., Akorn (New
Jersey), Inc. and General Electric Capital Corporation, incorporated by reference to
Exhibit 10.1 to Akorn Inc.s report on Form 8-K filed on January 9, 2009.(10.2)W
    
    Letter Agreement dated March 27, 2009 between Akorn, Inc. and Massachusetts Biologic
Laboratories of the University of Massachusetts Medical School, incorporated by
reference to Exhibit 10.72 to Akorn, Incs report on Form 10-K for the fiscal year
ended December 31, 2008, filed on March 30, 2009.(10.3)
    
    Memorandum of Agreement, dated March 31, 2009, among EJ Funds LP, Akorn Inc., and
Akorn (New Jersey), Inc., incorporated by reference to Exhibit 10.1 to Akorn Inc.s
report on Form 8-K filed on April 6, 2009.(10.4)
    
    Assignment, dated March 31, 2009, among General Electric Capital Corporation, EJ
Funds LP, Akorn, Inc., and Akorn (New Jersey), Inc., incorporated by reference to
Exhibit 10.2 to Akorn Inc.s report on Form 8-K filed on April 6, 2009.(10.5)
    
    Reimbursement and Warrant Agreement, dated April 15, 2009, among Akorn, Inc. Akorn
(New Jersey), Inc., John N. Kapoor Trust dated 09/20/89, and EJ Funds LP,
incorporated by reference to Exhibit 10.1 to Akorn Inc.s report on Form 8-K filed on
April 21, 2009.(10.6)W
    
    Settlement Agreement, dated April 15, 2009, between Akorn, Inc. and Massachusetts
Biologic Laboratories of the University of Massachusetts Medical School, incorporated
by reference to Exhibit 10.2 to Akorn Inc.s report on Form 8-K filed on April 21,
2009.(10.7)W
    
    Fourth Amendment to Exclusive Distribution Agreement, dated April 15, 2009, between
Akorn, Inc. and Massachusetts Biologic Laboratories of the University of
Massachusetts Medical School, incorporated by reference to Exhibit 10.2 to Akorn
Inc.s report on Form 8-K filed on April 21, 2009.(31.1)*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a).(31.2)*
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a).(32.1)*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.(32.2)*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
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SIGNATURES
  AKORN, INC./s/  Timothy A. DickTimothy A. DickSr. Vice President, Chief Financial Officer
(Duly Authorized and Principal Financial Officer)  30