exv10w9









Exhibit 10.9




*Confidential Treatment Requested Under

17 C.F.R. §§ 200.80(b)(4) and 240.24b-2




SECOND AMENDMENT TO 

EXCLUSIVE DISTRIBUTION AGREEMENT

BETWEEN 

AKORN, INC., AND 

MASSACHUSETTS BIOLOGICAL LABORATORIES 




     This Second Amendment (the “Second Amendment”) is entered into as
of July 30, 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, by an Amendment with an effective date of July 3, 2008
(the “First Amendment”), MBL and Akorn modified their Exclusive
Distribution Agreement for certain purposes (the “Modified Exclusive
Distribution Agreement” or the “Modified Agreement”); and



     WHEREAS, since the effective date of the First Amendment,
circumstances have arisen that warrant a further amendment to the
Modified Exclusive Distribution Agreement;



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



Amendment





	1.	 	Consideration. The Parties agree that the consideration for this
Second Amendment consists of the mutual benefits arising from the
modifications set out below.
	 
	2.	 	Amendment to Section 2(a)(1)(1). Section 2(a)(1)(1) of the
Modified Exclusive Distribution Agreement is hereby deleted in its
entirety, and replaced by the following:






	 	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 were manufactured by MBL and meet the
federal guidelines for federal excise tax return and are in
Akorn’s possession or control for excise tax purposes (the
“Original Doses”). Rather than physically return the
Original Doses, Akorn at its cost shall arrange for the





* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the
Securities and Exchange Commission.




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*Confidential Treatment Requested Under

17 C.F.R. §§ 200.80(b)(4) and 240.24b-2





	 	 	 	destruction of the Original Doses, on or before August
6, 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.






	3.	 	Amendment to Section 2(a)(1)(2). Section 2(a)(1)(2) is hereby
revised by replacing the term [***...***] with the term [***...***] so that
the Section, in its entirety, reads as follows:






	 	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 distributed in Year 1 under
Section 2(c) of the Modified Exclusive Distribution
Agreement, i.e. no less than 12 months.






	4.	 	Confidentiality. The Parties understand and agree that the terms
and conditions of this Second Amendment are and shall at all times
remain confidential. Neither Party shall disclose the terms or
conditions of this Amendment, except for required disclosures to: (a) tax
advisors; (b) attorneys; (c) accountants; or (d) if required to
do so by law, regulatory authorities, or legal process.






	5.	 	Effect of Amendment. Nothing in this Second Amendment is intended to
modify, alter, reduce or change the rights or obligations of Akorn
and MBL in the Modified Exclusive Distribution Agreement, except as
expressly stated in this Second Amendment. In the event there is any
conflict between the terms of this Second Amendment and the
terms of the Modified Agreement, the terms of this Second
Amendment shall control.






	6.	 	Continued Effectiveness. Unless specifically modified or amended by
the terms of this Second Amendment, all the terms, conditions,
liabilities and obligations of the Modified Exclusive Distribution Agreement
shall be and remain applicable, in effect, valid, and enforceable
between the parties and applicable to this Second Amendment; all
in accordance with the terms of the Modified Exclusive
Distribution Agreement.





* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the
Securities and Exchange Commission.




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*Confidential Treatment Requested Under

17 C.F.R. §§ 200.80(b)(4) and 240.24b-2





	7.	 	Additional Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such
terms in the Modified Exclusive Distribution Agreement.






	8.	 	Execution in Counterparts. This Second Amendment may be executed
in one or more counterparts, each of which when so executed
will be deemed to be an original, and all such counterparts together
will constitute but one and the same instrument.






In Witness Whereof, the Parties have caused this Amendment
to be executed by their duly authorized representatives.



	 	 	 	 	 	 	 	 	 
	Akorn, Inc.	 	Massachusetts Biologic	 	 
	 	 	 	 	Laboratories of the University of	 	 
	 	 	 	 	Massachusetts Medical School	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Arthur Przybyl
	 	By:
	 	/s/ Donna M. Ambrosino, M.D.
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Arthur Przybyl
	 	 	 	Donna M. Ambrosino, M.D.	 	 
	 

	 	President and CEO
	 	 	 	Director	 	 






* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the
Securities and Exchange Commission





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