##### 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 March 31, 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
  þ o
  Large accelerated filer o
    
    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 Statements.Condensed Consolidated Balance Sheets-March 31, 2009 and December 31, 2008
    
    3Condensed Consolidated Statements of Operations-Three months ended March 31, 2009 and 2008
    
    4Condensed Consolidated Statement of Shareholders Equity- Three months ended March 31,
2009 and 2008
    
    5Condensed Consolidated Statements of Cash Flows- Three months ended March 31, 2009 and 2008
    
    6Notes to Condensed Consolidated Financial Statements
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    18ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    23ITEM 4. Controls and Procedures.
    
    24PART II. OTHER INFORMATIONITEM 1. Legal Proceedings.
    
    25ITEM 1A. Risk Factors.
    
    25ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    25ITEM 3. Defaults Upon Senior Securities.
    
    26ITEM 4. Submission of Matters to a Vote of Security Holders.
    
    26ITEM 5. Other Information.
    
    26ITEM 6. Exhibits.
    
    27EX-31.1:EX-31.2:EX-32.1:EX-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
 MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008(UNAUDITED)
    
    
    (AUDITED)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    4,681
    
    
    $
    1,063Trade accounts receivable (less allowance for doubtful accounts
of $29 and $22, respectively
    
    
    12,677
    
    
    
    6,529Other receivable
    
    
    
    
    
    
    1,221Inventories
    
    
    29,666
    
    
    
    30,163Prepaid expenses and other current assets
    
    
    1,107
    
    
    
    1,770TOTAL CURRENT ASSETS
    
    
    48,131
    
    
    
    40,746PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    33,554
    
    
    
    34,223OTHER LONG-TERM ASSETSIntangibles, net
    
    
    5,442
    
    
    
    6,017Deferred financing costs
    
    
    1,450
    
    
    
    272Other
    
    
    970
    
    
    
    1,071TOTAL OTHER LONG-TERM ASSETS
    
    
    7,862
    
    
    
    7,360TOTAL ASSETS
    
    $
    89,547
    
    
    $
    82,329LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESTrade accounts payable
    
    $
    12,788
    
    
    $
    8,795Accrued compensation
    
    
    1,185
    
    
    
    1,070Accrued expenses and other liabilities
    
    
    2,934
    
    
    
    2,906Short term subordinated debt  related party
    
    
    5,532
    
    
    
    5,332Revolving line of credit  related party
    
    
    5,509
    
    
    
    Supply agreement termination costs, current portion
    
    
    3,250
    
    
    
    TOTAL CURRENT LIABILITIES
    
    
    31,198
    
    
    
    18,103LONG-TERM LIABILITIESLease incentive obligation
    
    
    1,439
    
    
    
    1,484Product warranty liability
    
    
    1,299
    
    
    
    1,299Supply agreement termination costs
    
    
    1,500
    
    
    
    TOTAL LONG-TERM LIABILITIES
    
    
    4,238
    
    
    
    2,783TOTAL LIABILITIES
    
    
    35,436
    
    
    
    20,886SHAREHOLDERS EQUITYCommon stock, no par value  150,000,000 shares authorized;
90,134,548 and 90,072,662 shares issued and outstanding at
March 31, 2009 and December 31, 2008, respectively
    
    
    171,567
    
    
    
    170,617Warrants to acquire common stock
    
    
    2,731
    
    
    
    2,731Warrants to be issued
    
    
    2,409
    
    
    
    Accumulated deficit
    
    
    (122,596
    )
    
    
    (111,905
    )TOTAL SHAREHOLDERS EQUITY
    
    
    54,111
    
    
    
    61,443TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    89,547
    
    
    $
    82,329
  3




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 IN THOUSANDS, EXCEPT PER SHARE DATA
(UNAUDITED)
 THREE MONTHS ENDEDMARCH 31,2009
    
    
    2008Revenues
    
    $
    22,040
    
    
    $
    14,459Cost of sales
    
    
    16,678
    
    
    
    10,712GROSS PROFIT
    
    
    5,362
    
    
    
    3,747Selling, general and administrative expenses
    
    
    6,997
    
    
    
    6,257Supply agreement termination expenses
    
    
    5,830
    
    
    
    Amortization of intangibles
    
    
    575
    
    
    
    339Research and development expenses
    
    
    977
    
    
    
    2,376TOTAL OPERATING EXPENSES
    
    
    14,379
    
    
    
    8,972OPERATING LOSS
    
    
    (9,017
    )
    
    
    (5,225
    )Interest expense, net
    
    
    (278
    )
    
    
    (115
    )Write off of
deferred financing costs
    
    
    (1,454
    )
    
    
    Other income (expense)
    
    
    60
    
    
    
    (201
    )LOSS BEFORE INCOME TAXES
    
    
    (10,689
    )
    
    
    (5,541
    )Income tax provision
    
    
    2
    
    
    
    3NET LOSS
    
    $
    (10,691
    )
    
    $
    (5,544
    )NET LOSS PER SHARE:BASIC
    
    $
    (0.12
    )
    
    $
    (0.06
    )DILUTED
    
    $
    (0.12
    )
    
    $
    (0.06
    )SHARES USED IN COMPUTING NET LOSS PER SHARE:BASIC
    
    
    90,104
    
    
    
    89,053DILUTED
    
    
    90,104
    
    
    
    89,053
  4




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 FOR THE THREE MONTHS
ENDED MARCH 31, 2009 AND 2008
UNAUDITED
(In Thousands)
 Warrants toacquire
    
    
    WarrantsCommon Stock
    
    
    Common
    
    
    to be
    
    
    AccumulatedThree Months Ended March 31, 2009
    
    Shares
    
    
    Amount
    
    
    Stock
    
    
    Issued
    
    
    Deficit
    
    
    TotalBALANCES AT DECEMBER 31, 2008
    
    
    90,073
    
    
    $
    170,617
    
    
    $
    2,731
    
    
    $
    
    
    
    $
    (111,905
    )
    
    $
    61,443Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,691
    )
    
    
    (10,691
    )Warrants to be issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,409
    
    
    
    
    
    
    
    2,409Employee stock purchase plan issuances
    
    
    19
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42Amortization of deferred compensation
related to restricted stock awards
    
    
    43
    
    
    
    160
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160Restricted stock awards vested net of
amounts 
withheld for payment of
employee tax liability
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47
    )Stock-based compensation expense
    
    
    
    
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    795BALANCES AT MARCH 31, 2009
    
    
    90,135
    
    
    $
    171,567
    
    
    $
    2,731
    
    
    $
    2,409
    
    
    $
    (122,596
    )
    
    $
    54,111
 Warrants toacquire
    
    
    WarrantsCommon Stock
    
    
    Common
    
    
    to be
    
    
    AccumulatedThree Months Ended March 31, 2008
    
    Shares
    
    
    Amount
    
    
    Stock
    
    
    Issued
    
    
    Deficit
    
    
    TotalBALANCES AT DECEMBER 31, 2007
    
    
    88,901
    
    
    $
    165,829
    
    
    $
    2,795
    
    
    $
    
    
    
    $
    (103,966
    )
    
    $
    64,658Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,544
    )
    
    
    (5,544
    )Exercise of warrants into common stock
    
    
    50
    
    
    
    101
    
    
    
    (64
    )
    
    
    
    
    
    
    
    
    
    
    37Exercise of stock options
    
    
    163
    
    
    
    422
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    422Employee stock purchase plan issuances
    
    
    8
    
    
    
    58
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58Amortization of deferred compensation
related to 
restricted stock awards
    
    
    10
    
    
    
    225
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225Stock-based compensation expense
    
    
    
    
    
    
    464
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    464BALANCES AT MARCH 31, 2008
    
    
    89,132
    
    
    $
    167,099
    
    
    $
    2,731
    
    
    $
    
    
    
    $
    (109,510
    )
    
    $
    60,320
 5




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 IN THOUSANDS (UNAUDITED)
 THREE MONTHSENDED MARCH 312009
    
    
    2008OPERATING ACTIVITIESNet loss
    
    $
    (10,691
    )
    
    $
    (5,544
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,545
    
    
    
    1,118Amortization of deferred financing fees
    
    
    1,454
    
    
    
    Non-cash stock compensation expense
    
    
    955
    
    
    
    689Non-cash supply agreement termination expense
    
    
    1,051
    
    
    
    Changes in operating assets and liabilities:Trade accounts receivable
    
    
    (6,148
    )
    
    
    1,041Inventories
    
    
    497
    
    
    
    (2,700
    )Prepaid expenses and other current assets
    
    
    764
    
    
    
    233Other long-term assets
    
    
    
    
    
    
    1,246Supply agreement termination liabilities
    
    
    4,750
    
    
    
    Trade accounts payable
    
    
    3,993
    
    
    
    (5,726
    )Accrued expenses and other liabilities
    
    
    298
    
    
    
    284NET CASH USED IN OPERATING ACTIVITIES
    
    
    (1,532
    )
    
    
    (9,359
    )INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (301
    )
    
    
    (269
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (301
    )
    
    
    (269
    )FINANCING ACTIVITIESRepayment of long-term debt
    
    
    
    
    
    
    (103
    )Restricted cash for revolving credit agreement
    
    
    
    
    
    
    (2,050
    )Loan origination fees   revolving line of credit
    
    
    (1,274
    )
    
    
    Proceeds from line of credit
    
    
    5,509
    
    
    
    6,743Proceeds from exercise of stock warrants
    
    
    
    
    
    
    37Proceeds under stock option and stock purchase plans
    
    
    1,216
    
    
    
    480NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    5,451
    
    
    
    5,107INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    3,618
    
    
    
    (4,521
    )Cash and cash equivalents at beginning of period
    
    
    1,063
    
    
    
    7,948CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    4,681
    
    
    $
    3,427SUPPLEMENTAL DISCLOSURESAmount paid for interest
    
    $
    79
    
    
    $
    175Amount 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
    
    ENDEDMARCH 31, 2009
    
    MARCH 31, 2008Expected volatility
    
    
    78
    %
    
    
    44
    %Expected life (in years)
    
    
    4.0
    
    
    
    4.0Risk-free interest rate
    
    
    1.8
    %
    
    
    2.8
    %Dividend yield
    
    
    
    
    
    
    Fair value per stock option
    
    $
    1.12
    
    
    $
    2.62Forfeiture 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
    
    
    $
    43,500Granted
    
    
    80Exercised
    
    
    Forfeited
    
    
    (22
    )Outstanding at March 31, 2009
    
    
    3,742
    
    
    $
    5.15
    
    
    
    1.88
    
    
    $
    0Exercisable at March 31, 2009
    
    
    2,865
    
    
    $
    5.16
    
    
    
    1.40
    
    
    $
    0
    Number of Shares
    
    Weighted Average(in thousands)
    
    Grant Date Fair ValueNonvested at December 31, 2008
    
    
    125
    
    
    $
    5.74Granted
    
    
    55
    
    
    
    2.19Vested
    
    
    (130
    )
    
    
    4.06Nonvested at March 31, 2009
    
    
    50
    
    
    
    6.20
 NOTE D  REVENUE RECOGNITION
  9




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NOTE E  ACCOUNTS RECEIVABLE ALLOWANCES
    MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008Gross accounts receivable
    
    $
    23,753
    
    
    $
    18,723Less:Allowance for doubtful accounts
    
    
    (29
    )
    
    
    (22
    )Returns reserve
    
    
    (1,939
    )
    
    
    (2,539
    )Discount and allowances reserve
    
    
    (465
    )
    
    
    (322
    )Chargeback and rebates reserves
    
    
    (8,643
    )
    
    
    (9,311
    )Net trade accounts receivable
    
    $
    12,677
    
    
    $
    6,529
     10




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NOTE F  INVENTORIES
  MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008Finished goods
    
    $
    19,887
    
    
    $
    21,000Work in process
    
    
    1,960
    
    
    
    1,802Raw materials and supplies
    
    
    7,819
    
    
    
    7,361$
    29,666
    
    
    $
    30,163
  NOTE G  PROPERTY, PLANT AND EQUIPMENT
  MARCH 31,
    
    
    DECEMBER 31,2009
    
    
    2008Land
    
    $
    396
    
    
    $
    396Buildings and leasehold improvements
    
    
    19,741
    
    
    
    19,607Furniture and equipment
    
    
    46,612
    
    
    
    46,297Sub-total
    
    
    66,749
    
    
    
    66,300Accumulated depreciation
    
    
    (33,680
    )
    
    
    (32,710
    )33,069
    
    
    
    33,590Construction in progress
    
    
    485
    
    
    
    633Property,
plant and equipment, net
    
    $
    33,554
    
    
    $
    34,223
 NOTE H  FINANCING ARRANGEMENTS
 Subordinated Note Payable
  Credit Facility
  11




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NOTE I  COMMON STOCK ISSUANCE
  NOTE J  EARNINGS PER COMMON SHARE
   NOTE K  INDUSTRY SEGMENT INFORMATION
  13




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THREE MONTHS ENDED MARCH 31,2009
    
    
    2008REVENUESOphthalmic
    
    $
    5,080
    
    
    $
    5,953Hospital Drugs & Injectables
    
    
    4,528
    
    
    
    5,082Biologics & Vaccines
    
    
    10,698
    
    
    
    1,817Contract Services
    
    
    1,734
    
    
    
    1,607Total revenues
    
    $
    22,040
    
    
    $
    14,459GROSS PROFITOphthalmic
    
    $
    1,008
    
    
    $
    1,842Hospital Drugs & Injectables
    
    
    884
    
    
    
    1,101Biologics & Vaccines
    
    
    3,371
    
    
    
    368Contract Services
    
    
    99
    
    
    
    436Total gross profit
    
    
    5,362
    
    
    
    3,747Operating expenses
    
    
    14,379
    
    
    
    8,972Operating loss
    
    
    (9,017
    )
    
    
    (5,225
    )Interest and other income (expense)
    
    
    (218
    )
    
    
    (316
    )Write off of
deferred financing costs
    
    
    (1,454
    )
    
    
    Loss before income taxes
    
    $
    (10,689
    )
    
    $
    (5,541
    )
  NOTE L  COMMITMENTS AND CONTINGENCIES
    14




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NOTE M  CUSTOMER AND SUPPLIER CONCENTRATION
  15




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NOTE N  RECENT ACCOUNTING PRONOUNCEMENTS
    Determination of the Useful Life of
Intangible Assets. Goodwill and Other Intangible Assets Business Combinations,
 16




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NOTE O  UNCONSOLIDATED JOINT VENTURE
   17




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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 success in gaining additional market share for our Td
vaccine purchased by hospitals and physicians through our key
wholesalers, distributors and direct sales channels;
    
    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 Securities and
Exchange Commission (SEC) filings.
 RESULTS OF OPERATIONS
  THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THREE MONTHS ENDED MARCH 31, 2008
  18




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##### Table of Contents



THREE MONTHS ENDEDMARCH 31,2009
    
    
    2008Ophthalmic segment
    
    $
    5,080
    
    
    $
    5,953Hospital Drugs & Injectables segment
    
    
    4,528
    
    
    
    5,082Biologics & Vaccines segment
    
    
    10,698
    
    
    
    1,817Contract Services segment
    
    
    1,734
    
    
    
    1,607Total revenues
    
    $
    22,040
    
    
    $
    14,459
  TM
        FINANCIAL CONDITION AND LIQUIDITY
 Overview
  19




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Credit Facility
       20




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Subordinated Debt
  CONTRACTUAL OBLIGATIONS
   21




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CRITICAL ACCOUNTING POLICIES
  22




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RECENT ACCOUNTING PRONOUNCEMENTS
    Determination of the Useful Life of
Intangible Assets. Goodwill and Other Intangible Assets Business Combinations,
 OFF-BALANCE SHEET ARRANGEMENTS
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     23




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  24




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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
   25




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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
  26




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ITEM 6. EXHIBITS
 W
 ExhibitNo.
    
    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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##### Table of Contents



SIGNATURES
  AKORN, INC./s/ JEFFREY A. WHITNELLJeffrey A. WhitnellSr. Vice President, Chief Financial Officer(Duly Authorized and Principal Financial Officer)
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