##### 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, 2008
 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: 0-13976
 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.)2500 MILLBROOK DRIVEBUFFALO GROVE, ILLINOIS
    
    60089(Address of Principal Executive Offices)
    
    (Zip Code)
 (847) 279-6100
(Registrants telephone number, including area code)
  Yes þ No 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 StatementsCondensed Consolidated Balance Sheets-June 30, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Operations-Three and six months
ended June 30, 2008 and 2007
    
    
    4Condensed Consolidated Statement of Shareholders Equity- Six months
ended June 30, 2008 and 2007
    
    
    5Condensed Consolidated Statements of Cash Flows- Six months ended June
30, 2008 and 2007
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20ITEM 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    22ITEM 1A. Risk Factors
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22ITEM 3. Defaults Upon Senior Securities
    
    
    22ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    22ITEM 5. Other Information
    
    
    23ITEM 6. Exhibits
    
    
    24Exhibit 10.9Exhibit 10.10Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 AKORN, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 IN THOUSANDS, EXCEPT SHARE DATA
 JUNE 30,
    
    
    DECEMBER 31,2008
    
    
    2007(UNAUDITED)
    
    
    (AUDITED)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    1,369
    
    
    $
    7,948Restricted cash for revolving credit agreement
    
    
    3,300
    
    
    
    1,250Trade accounts receivable, net
    
    
    10,101
    
    
    
    4,112Inventories
    
    
    25,375
    
    
    
    31,095Prepaid expenses and other current assets
    
    
    1,398
    
    
    
    1,317TOTAL CURRENT ASSETS
    
    
    41,543
    
    
    
    45,722PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    32,137
    
    
    
    32,262OTHER LONG-TERM ASSETSIntangibles, net
    
    
    6,694
    
    
    
    7,721Other
    
    
    144
    
    
    
    1,261TOTAL OTHER LONG-TERM ASSETS
    
    
    6,838
    
    
    
    8,982TOTAL ASSETS
    
    $
    80,518
    
    
    $
    86,966LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESRevolving line of credit
    
    $
    14,179
    
    
    $
    4,521Mortgage payable
    
    
    
    
    
    
    208Trade accounts payable
    
    
    4,431
    
    
    
    14,070Accrued compensation
    
    
    862
    
    
    
    895Accrued expenses and other liabilities
    
    
    1,710
    
    
    
    1,306TOTAL CURRENT LIABILITIES
    
    
    21,182
    
    
    
    21,000LONG-TERM LIABILITIESProduct warranty liability
    
    
    1,299
    
    
    
    1,308TOTAL LONG-TERM LIABILITIES
    
    
    1,299
    
    
    
    1,308TOTAL LIABILITIES
    
    
    22,481
    
    
    
    22,308SHAREHOLDERS EQUITYCommon stock, no par value  150,000,000
shares authorized; 89,222,606 and 88,900,588
shares issued and outstanding at June 30,
2008 and December 31, 2007, respectively
    
    
    167,635
    
    
    
    165,829Warrants to acquire common stock
    
    
    2,731
    
    
    
    2,795Accumulated deficit
    
    
    (112,329
    )
    
    
    (103,966
    )TOTAL SHAREHOLDERS EQUITY
    
    
    58,037
    
    
    
    64,658TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    80,518
    
    
    $
    86,966
  3




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##### Table of Contents



AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 IN THOUSANDS, EXCEPT PER SHARE DATA
 (UNAUDITED)
 THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJUNE 30,
    
    
    JUNE 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    21,229
    
    
    $
    11,638
    
    
    $
    35,688
    
    
    $
    23,373Cost of sales
    
    
    16,402
    
    
    
    8,752
    
    
    
    27,114
    
    
    
    17,998GROSS PROFIT
    
    
    4,827
    
    
    
    2,886
    
    
    
    8,574
    
    
    
    5,375Selling, general and
administrative expenses
    
    
    5,914
    
    
    
    5,189
    
    
    
    12,171
    
    
    
    10,431Amortization of intangibles
    
    
    338
    
    
    
    339
    
    
    
    677
    
    
    
    677Research and development expenses
    
    
    1,225
    
    
    
    2,161
    
    
    
    3,601
    
    
    
    4,172TOTAL OPERATING EXPENSES
    
    
    7,477
    
    
    
    7,689
    
    
    
    16,449
    
    
    
    15,280OPERATING LOSS
    
    
    (2,650
    )
    
    
    (4,803
    )
    
    
    (7,875
    )
    
    
    (9,905
    )Interest income (expense), net
    
    
    (169
    )
    
    
    169
    
    
    
    (284
    )
    
    
    428Other income (expense)
    
    
    
    
    
    
    1
    
    
    
    (201
    )
    
    
    1LOSS BEFORE INCOME TAXES
    
    
    (2,819
    )
    
    
    (4,633
    )
    
    
    (8,360
    )
    
    
    (9,476
    )Income tax provision
    
    
    
    
    
    
    1
    
    
    
    3
    
    
    
    1NET LOSS
    
    $
    (2,819
    )
    
    $
    (4,634
    )
    
    $
    (8,363
    )
    
    $
    (9,477
    )NET LOSS PER SHARE:BASIC
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.09
    )
    
    $
    (0.11
    )DILUTED
    
    $
    (0.03
    )
    
    $
    (0.05
    )
    
    $
    (0.09
    )
    
    $
    (0.11
    )SHARES USED IN COMPUTING NET
LOSS PER SHARE:BASIC
    
    
    89,204
    
    
    
    86,982
    
    
    
    89,129
    
    
    
    86,619DILUTED
    
    
    89,204
    
    
    
    86,982
    
    
    
    89,129
    
    
    
    86,619
  4




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AKORN,
INC.
 
 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
UNAUDITED
(In Thousands)
 Warrants to
    
    
    Retainedacquire
    
    
    EarningsCommon 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 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
 Warrants to
    
    
    Retainedacquire
    
    
    EarningsCommon Stock
    
    
    Common
    
    
    (AccumulatedSix Months Ended June 30, 2007
    
    Shares
    
    
    Amount
    
    
    Stock
    
    
    Deficit)
    
    
    TotalBALANCES AT DECEMBER 31, 2006
    
    
    85,991
    
    
    $
    150,250
    
    
    $
    4,862
    
    
    $
    (84,798
    )
    
    $
    70,314Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,477
    )
    
    
    (9,477
    )Exercise of warrants into common stock
    
    
    1,285
    
    
    
    4,534
    
    
    
    (2,042
    )
    
    
    
    
    
    
    2,492Exercise of stock options
    
    
    168
    
    
    
    532
    
    
    
    
    
    
    
    
    
    
    
    532Employee stock purchase plan issuances
    
    
    20
    
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    129Amortization of deferred compensation
related to restricted stock awards
    
    
    
    
    
    
    368
    
    
    
    
    
    
    
    
    
    
    
    368Restricted stock awards withheld for
payment of employee tax liability
    
    
    115
    
    
    
    (445
    )
    
    
    
    
    
    
    
    
    
    
    (445
    )Stock-based compensation expense
    
    
    
    
    
    
    1,509
    
    
    
    
    
    
    
    
    
    
    
    1,509BALANCES AT JUNE 30, 2007
    
    
    87,579
    
    
    $
    156,877
    
    
    $
    2,820
    
    
    $
    (94,275
    )
    
    $
    65,422
 5




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AKORN, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 IN THOUSANDS (UNAUDITED)
  SIX MONTHSENDED JUNE 302008
    
    
    2007OPERATING ACTIVITIESNet loss
    
    $
    (8,363
    )
    
    $
    (9,477
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    2,222
    
    
    
    2,188Non-cash stock compensation expense
    
    
    1,249
    
    
    
    1,877Changes in operating assets and liabilities:Trade accounts receivable
    
    
    (5,989
    )
    
    
    2,794Inventories
    
    
    5,720
    
    
    
    (4,163
    )Prepaid expenses and other current assets
    
    
    140
    
    
    
    455Other long-term assets
    
    
    1,246
    
    
    
    Trade accounts payable
    
    
    (9,639
    )
    
    
    (892
    )Accrued expenses and other liabilities
    
    
    362
    
    
    
    (3,198
    )NET CASH USED IN OPERATING ACTIVITIES
    
    
    (13,052
    )
    
    
    (10,416
    )INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (1,420
    )
    
    
    (981
    )Purchase of intangible assets
    
    
    
    
    
    
    (50
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (1,420
    )
    
    
    (1,031
    )FINANCING ACTIVITIESRepayment of long-term debt
    
    
    (208
    )
    
    
    (194
    )Restricted cash for revolving credit agreement
    
    
    (2,050
    )
    
    
    Proceeds from line of credit
    
    
    9,658
    
    
    
    Proceeds from warrants exercised
    
    
    37
    
    
    
    2,492Proceeds under stock option and stock purchase plans
    
    
    456
    
    
    
    216NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    7,893
    
    
    
    2,514DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (6,579
    )
    
    
    (8,933
    )Cash and cash equivalents at beginning of period
    
    
    7,948
    
    
    
    21,818CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    1,369
    
    
    $
    12,885Amount paid for interest
    
    $
    366
    
    
    $
    25Amount 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
     THREE MONTHS
    
    THREE MONTHSENDED
    
    ENDEDJUNE 30, 2008
    
    JUNE 30, 2007Expected volatility
    
    
    46
    %
    
    
    45
    %Expected life (in years)
    
    
    4.0
    
    
    
    4.0Risk-free interest rate
    
    
    3.2
    %
    
    
    4.8
    %Dividend yield
    
    
    
    
    
    
    Fair value per stock option
    
    $
    1.54
    
    
    $
    2.72Forfeiture rate
    
    
    10
    %
    
    
    10
    %
 8




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Weighted AverageNumber of
    
    Weighted
    
    RemainingShares
    
    Average
    
    Contractual Term
    
    Aggregate(in thousands)
    
    Exercise Price
    
    (Years)
    
    Intrinsic ValueOutstanding at January 1, 2008
    
    
    4,719
    
    
    $
    4.69Granted
    
    
    102
    
    
    
    4.82Exercised
    
    
    (189
    )
    
    
    2.71Forfeited
    
    
    (233
    )
    
    
    6.33Outstanding at June 30, 2008
    
    
    4,399
    
    
    
    4.69
    
    
    
    2.5
    
    
    $
    1,202Exercisable at June 30, 2008
    
    
    2,946
    
    
    
    4.07
    
    
    
    2.0
    
    
    $
    1,199
    Number of Shares
    
    Weighted Average(in thousands)
    
    Grant Date Fair ValueNonvested at December 31, 2007
    
    
    175
    
    
    $
    5.05Granted
    
    
    50
    
    
    
    7.34Vested
    
    
    (100
    )
    
    
    5.34Nonvested at June 30, 2008
    
    
    125
    
    
    $
    5.74
 NOTE D  REVENUE RECOGNITION
    NOTE E  ACCOUNTS RECEIVABLE ALLOWANCES
  9




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JUNE 30,
    
    
    DECEMBER 31,2008
    
    
    2007Gross accounts receivable
    
    $
    23,659
    
    
    $
    17,317Less:Allowance for doubtful accounts
    
    
    (5
    )
    
    
    (5
    )Returns reserve
    
    
    (1,219
    )
    
    
    (1,153
    )Discount and allowances reserve
    
    
    (439
    )
    
    
    (357
    )Chargeback and rebates reserves
    
    
    (11,895
    )
    
    
    (11,690
    )Net trade accounts receivable
    
    $
    10,101
    
    
    $
    4,112
     NOTE F  INVENTORIES
  JUNE 30,
    
    
    DECEMBER 31,2008
    
    
    2007Finished goods
    
    $
    16,365
    
    
    $
    20,804Work in process
    
    
    2,101
    
    
    
    2,173Raw materials and supplies
    
    
    6,909
    
    
    
    8,118$
    25,375
    
    
    $
    31,095
  10




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NOTE G  PROPERTY, PLANT AND EQUIPMENT
  JUNE 30,
    
    
    DECEMBER 31,2008
    
    
    2007Land
    
    $
    396
    
    
    $
    396Buildings and leasehold improvements
    
    
    18,249
    
    
    
    18,236Furniture and equipment
    
    
    39,562
    
    
    
    39,030Automobiles
    
    
    55
    
    
    
    55Sub-total
    
    
    58,262
    
    
    
    57,717Accumulated depreciation
    
    
    (33,190
    )
    
    
    (31,645
    )25,072
    
    
    
    26,072Construction in progress
    
    
    7,065
    
    
    
    6,190Property, Plant, & Equipment, net
    
    $
    32,137
    
    
    $
    32,262
  NOTE H  FINANCING ARRANGEMENTS
 Mortgage Payable
  Credit Facility
  11




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Subordinated Note Payable
  NOTE I  COMMON STOCK ISSUANCE
   NOTE J  EARNINGS PER COMMON SHARE
  NOTE K  INDUSTRY SEGMENT INFORMATION
  12




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THREE MONTHS ENDED JUNE 30,
    
    
    SIX MONTHS ENDED JUNE 30,2008
    
    
    2007
    
    
    2008
    
    
    2007REVENUESOphthalmic
    
    $
    4,288
    
    
    $
    3,893
    
    
    $
    10,241
    
    
    $
    8,110Hospital Drugs & Injectables
    
    
    4,851
    
    
    
    5,178
    
    
    
    9,933
    
    
    
    10,621Biologics & Vaccines
    
    
    10,002
    
    
    
    
    
    
    
    11,819
    
    
    
    Contract Services
    
    
    2,088
    
    
    
    2,567
    
    
    
    3,695
    
    
    
    4,642Total revenues
    
    $
    21,229
    
    
    $
    11,638
    
    
    $
    35,688
    
    
    $
    23,373GROSS PROFITOphthalmic
    
    $
    968
    
    
    $
    648
    
    
    $
    2,810
    
    
    $
    1,322Hospital Drugs & Injectables
    
    
    1,328
    
    
    
    1,468
    
    
    
    2,429
    
    
    
    2,986Biologics & Vaccines
    
    
    1,786
    
    
    
    
    
    
    
    2,154
    
    
    
    Contract Services
    
    
    745
    
    
    
    770
    
    
    
    1,181
    
    
    
    1,067Total gross profit
    
    
    4,827
    
    
    
    2,886
    
    
    
    8,574
    
    
    
    5,375Operating expenses
    
    
    7,477
    
    
    
    7,689
    
    
    
    16,449
    
    
    
    15,280Operating loss
    
    
    (2,650
    )
    
    
    (4,803
    )
    
    
    (7,875
    )
    
    
    (9,905
    )Interest & other income
(expense)
    
    
    (169
    )
    
    
    170
    
    
    
    (485
    )
    
    
    429Loss before income taxes
    
    $
    (2,819
    )
    
    $
    (4,633
    )
    
    $
    (8,360
    )
    
    $
    (9,476
    )
  NOTE L  COMMITMENTS AND CONTINGENCIES
    13




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NOTE M  CUSTOMER AND SUPPLIER CONCENTRATION
    14




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NOTE N  RECENT ACCOUNTING PRONOUNCEMENTS
    Determination of the Useful Life of
Intangible Assets. Goodwill and Other Intangible Assets Business Combinations,
 15




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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;
    
    The effects of federal, state and other governmental regulation on our business;
    
    Our success in developing, manufacturing, acquiring and marketing new products;
    
    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 JUNE 30, 2008 COMPARED TO 2007
  THREE MONTHS ENDED JUNE 30,2008
    
    
    2007Ophthalmic segment
    
    $
    4,288
    
    
    $
    3,893Hospital Drugs & Injectables segment
    
    
    4,851
    
    
    
    5,178Biologics & Vaccines segment
    
    
    10,002
    
    
    
    Contract Services segment
    
    
    2,088
    
    
    
    2,567Total revenues
    
    $
    21,229
    
    
    $
    11,638
 16




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SIX MONTHS ENDED JUNE 30, 2008 COMPARED TO 2007
  SIX MONTHS ENDED JUNE 30,2008
    
    
    2007Ophthalmic segment
    
    $
    10,241
    
    
    $
    8,110Hospital Drugs & Injectables segment
    
    
    9,933
    
    
    
    10,621Biologics & Vaccines segment
    
    
    11,819
    
    
    
    Contract Services segment
    
    
    3,695
    
    
    
    4,642Total revenues
    
    $
    35,688
    
    
    $
    23,373
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FINANCIAL CONDITION AND LIQUIDITY
 Overview
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Facility Expansion
   CONTRACTUAL OBLIGATIONS
  CRITICAL ACCOUNTING POLICIES
  RECENT ACCOUNTING PRONOUNCEMENTS
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Determination of the Useful Life of
Intangible Assets. Goodwill and Other Intangible Assets Business Combinations,
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
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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
   
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Nominee
    
    Votes For
    
    Votes WithheldJohn N. Kapoor, Ph.D.
    
    
    80,609,617
    
    
    
    548,155Arthur S. Przybyl
    
    
    80,603,591
    
    
    
    554,181Jerry N. Ellis
    
    
    80,754,170
    
    
    
    403,602Ronald M. Johnson
    
    
    80,755,350
    
    
    
    402,422Jerry I. Treppel
    
    
    80,689,941
    
    
    
    467,831Subhash Kapre, Ph.D.
    
    
    80,549,086
    
    
    
    608,686Randall J. Wall
    
    
    80,756,970
    
    
    
    400,802
  
 ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
  Exhibit No.
    
    Description(3.1)
    
    Restated Articles of Incorporation of Akorn, Inc. dated September 16, 2004, incorporated by reference to
Exhibit 3.1 to Akorn, Inc.s Registration Statement on Form S-1 filed on September 21, 2004.(3.2)
    
    Amended and Restated Bylaws of Akorn, Inc., incorporated by reference to Exhibit 3.2 to Akorn, Inc.s
Registration Statement on Form S-1 filed on June 14, 2005.(3.3)
    
    Amendment to Bylaws of Akorn, Inc., incorporated by reference to Exhibit 3.1 to Akorn, Inc.s report on Form
8-K filed on March 31, 2006.(3.4)
    
    Amendment to Bylaws of Akorn, Inc., incorporated by reference to Exhibit 3.1 to Akorn, Inc.s report on Form
8-K filed on December 14, 2006.(3.5)
    
    Amendment to Bylaws of Akorn, Inc., incorporated by reference to Exhibit 3.1 to Akorn, Inc.s report on Form
8-K filed on April 16, 2007.(4.1)
    
    Form of Securities Purchase Agreement dated March 1, 2006, between Akorn, Inc. and certain investors,
incorporated by reference to Exhibit 4.1 to Akorn, Inc.s report on Form 8-K filed on March 7, 2006.(4.2)
    
    Form of Warrant issued in connection with the Securities Purchase Agreement dated March 1, 2006, incorporated
by reference to Exhibit 4.2 to Akorn, Inc.s report on Form 8-K filed on March 7, 2006. (All warrants are
dated March 8, 2006. Please see Exhibit 99.1 to Akorn, Inc.s report on Form 8-K filed on March 14, 2006,
which is hereby incorporated by reference, for a schedule setting forth the other material details for each
of the warrants.)(4.3)
    
    Securities Purchase Agreement dated September 13, 2006, between Akorn, Inc. and Serum Institute of India,
incorporated by reference to Exhibit 4.1 to Akorn Inc.s report on Form 8-K filed on September 14, 2006.(4.4)
    
    Securities Purchase Agreement dated November 14, 2007, between Akorn, Inc. and Serum Institute of India Ltd.,
incorporated by reference to Exhibit 4.1 to Akorn, Inc.s report on Form 8-K filed on November 20, 2007.(10.1)
    
    Amendment to Credit Agreement dated May 9, 2008, by and among LaSalle Bank National Association, Akorn, Inc.
and Akorn (New Jersey), Inc., incorporated by reference to Exhibit 10.2 to Akorn, Inc.s report on Form 10-Q
filed on May 12, 2008.(10.2)^
    
    2008 Management Bonus Objectives, incorporated by reference to Exhibit 10.1 to Akorn Inc.s report on Form
8-K filed on April 24, 2008.(10.3)^
    
    Binding Term Sheet dated July 3, 2008, by and between Akorn, Inc. and Massachusetts Biologic Laboratories of
the University of Massachusetts Medical School, incorporated by reference to Exhibit 10.1 to Akorn, Inc.s
report on Form 8-K filed on July 11, 2008.(10.4)^
    
    Amendment to Exclusive Distribution Agreement dated July 3, 2008, by and between Akorn, Inc. and
Massachusetts Biologic Laboratories of the University of Massachusetts Medical School, incorporated by
reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed on July 18, 2008.(10.5)
    
    Mutual Release dated July 3, 2008, by and 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 July 18, 2008.
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Exhibit No.
    
    Description(10.6)
    
    Subordinated Promissory Note dated July 28, 2008, issued by Akorn, Inc. to The John N. Kapoor Trust Dated
September 20, 1989, in the principal amount of $5,000,000, incorporated by reference to Exhibit 10.1 to
Akorn, Inc.s report on Form 8-K filed on August 1, 2008.(10.7)
    
    Subordination and Intercreditor Agreement dated July 28, 2008, by and among Akorn, Inc., The John N. Kapoor
Trust Dated September 20, 1989, LaSalle Bank National Association, as administrative agent for all senior
lenders party to the senior credit agreement, and Akorn (New Jersey), Inc., incorporated by reference to
Exhibit 10.2 to Akorn, Inc.s report on Form 8-K filed on August 1, 2008.(10.8)
    
    Consent to Credit Agreement dated July 28, 2008, by and among Akorn, Inc., LaSalle Bank National Association,
as administrative agent, the financial institutions party thereto and Akorn (New Jersey), Inc., incorporated
by reference to Exhibit 10.3 to Akorn, Inc.s report on Form 8-K filed on August 1, 2008.(10.9)*^
    
    Second Amendment to Exclusive Distribution Agreement dated July 30, 2008, by and between, Akorn, Inc. and
Massachusetts Biologic Laboratories of the University of Massachusetts Medical School.(10.10)*^
    
    Third Amendment to Exclusive Distribution Agreement dated August 1, 2008, by and between, Akorn, Inc. and
Massachusetts Biologic Laboratories of the University of Massachusetts Medical School.(31.1)*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.(31.2)*
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.(32.1)*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002.(32.2)*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
  AKORN, INC./s/ JEFFREY A. WHITNELLJeffrey A. WhitnellSr. Vice President, Chief Financial Officer
(Duly Authorized and Principal Financial Officer)  26