Exhibit 10.6


 


September 21, 2012


 


Elite Pharmaceuticals, Inc.


165 Ludlow Avenue


Northvale, NJ 07647


 


Attention: Chris Dick


   President


 


Re:          First Amendment


TPN-Elite Manufacturing and Supply Agreement
dated June 23, 2011


 


Gentlemen:


 


ThePharmaNetwork, LLC, a New Jersey limited
liability company and its wholly owned subsidiary, Ascend Laboratories, LLC (together "TPN"), and Elite Pharmaceuticals,
Inc. and Elite Laboratories, Inc. (a subsidiary of Elite Pharmaceuticals, Inc.), both Delaware corporations (together "ELITE")
are parties to certain manufacturing and supply agreement effective as of June 23, 2011 (the “Agreement”). All capitalized
terms used without definition in this letter agreement have the respective meanings provided in the Agreement.


 


Effective as of the date of this letter agreement,
the parties agree that sections 7.1 9.3. 2.7 and 3.3 of, and Exhibit A attached to, the Agreement are amended in their entirety
and, as amended, read as follows:


 


Section 7.1.      Term. The initial term (the
“Initial Term”) of this Agreement shall commence on the Effective Date and shall continue until December 31, 2014;
thereafter, the term of this Agreement shall be extended for one (1) year terms (each a “Renewal Term”) upon the mutual
written agreement of the Parties entered into at least six (6) months prior to the expiration of the Initial Term or a Renewal
Term. 


 


Section 9.3.      Notices . Except as otherwise
specifically provided, any notice or other documents to be given under this Manufacturing Agreement shall be in writing and shall
be deemed to have been duly given if sent by registered mail, nationally recognized overnight delivery service or facsimile transmission
to a Party or delivered in person to a Party at the address or facsimile number set out below for such Party or such other address
as the Party may from time to time designate by written notice to the other: 


 


If to ELITE: Elite Pharmaceuticals, Inc. 


 


165 Ludlow Avenue 


Northvale, NJ 07647 


Attention: President 


Facsimile: 201-750-2755 


 


with a copy to: Silverman Sclar Shin & Byrne PLCC


381 Park Avenue South


New York, New York 10016 


 


Attn: Richard Feiner 


Facsimile: 917-720-0863 


 


If to TPN: ThePharmaNetwork, LLC 


180 Summit Avenue, Suite 200Montvale, NJ 07645 


Attention: George Solomon, COO


Facsimile: 201-476-1987 


 




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with a copy to: 


ThePharmaNetwork, LLC


180 Summit Avenue, Suite 200


Montvale, NJ 07645


Attention: Allen Bagatsing, Esq. /Chief Legal
Counsel 


Facsimile: 201-476-1987


 


Any such notice provided pursuant to this Section 9.3 shall be
deemed to have been received by the addressee five business days following the date of dispatch of the notice or other document
by mail or, where the notice or other document is sent by overnight delivery service, by hand or is given by facsimile, simultaneously
with the transmission or delivery. To prove the giving of a notice or other document it shall be sufficient to show that it was
dispatched. Either Party may change its address at which notice is to be received by written notice provided pursuant to this Section
9.3. 


 


Section 3.3.     Invoicing and Payment. Payment
terms by TPN for Product supplied by ELITE hereunder meeting Product Specifications shall be net 30 days by check or wire transfer,
and shall be made without set-off and free and clear of, and without any deduction or withholding for or on account of any taxes,
duties, levies, fees or charges, except as otherwise permitted under this Manufacturing Agreement. Product shall be invoiced no
sooner than the date of shipment by ELITE. If TPN disputes any invoice, TPN shall notify ELITE that it disputes the accuracy of
such invoice specifying in particularity such inaccuracy. TPN and ELITE shall make good faith efforts to resolve any disputes within
fifteen (15) days thereafter and subject to Section 7.2 a (iii). Any amounts that are disputed shall be due upon the resolution
of such dispute. 


 


Section 2.7.      Delays. During the Term
of this Manufacturing Agreement, if ELITE is not able to timely meet Product orders submitted by TPN pursuant to Section 2.2, ELITE
shall promptly notify TPN of the reason for the delay and the date delivery of Product is expected to occur. If shipment is delayed
more than ten (10) business days beyond the date of delivery for reasons other than API supply (including DEA quota issues), then
ELITE shall be responsible for any and all customer bill back penalty actually incurred and documented by TPN to be paid by ELITE
within fifteen (15) days from receipt of such invoice. 


 




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Exhibit A- Product and Purchase Price and Minimum Annual Volume
Requirements


 




	Product	 	Mg	 	 Bottle

Size

                                                                        
	 	Firm Cost Per

 Bottle exclusive of

 API FOB Elite	 	Minimum

 Annual

 Volume
	Methadone Hydrochloride 

10 mg Tablets, ANDA 

#090635	 	10mg	 	 100's 	 	
        Manufacturing Cost

$2.001 (see notes 

below)
	 	
        1,000,000 Bottles





 








1. All bottles manufactured in excess of 500,000 bottles each calendar
year, shall be at a firm cost per bottle exclusive of API FOB Elite of $1.88.


 


NOTES: The purchase price includes all costs except API cost
which is the obligation of TPN and is firm during the term of the Agreement.


 


ELITE shall produce Product in batch sizes between 2,000 bottles
to 10,000 bottles per batch. Elite will begin with the smaller batch sizes and increase batch size as necessary. Starting no later
than January, 2013 orders shall be manufactured based on a batch size of 10,000 bottles. 


 


Provided that TPN will give Elite 90 days advance notice, Elite
shall accept and be able to guarantee the manufacturing of up to 1,500,000 bottles/year.


 


During the 12 months ending December 31, 2014 and upon TPN’s
written request, Elite must be able to manufacture up to 2,000,000 bottles/year.


 


ELITE may also, from time to time, subcontract to Epic Pharma,
LLC for bottling of batches but at its earliest, will transfer the packaging operations to its own facility.


 


Except as expressly modified by this letter agreement, the parties
agree that the Agreement will continue in full force and effect in accordance with its terms.


 


If the foregoing correctly sets forth our agreement and understanding,
please execute the enclosed counterpart of this letter agreement and return the executed counterpart to the undersigned at your
convenience.


 


(Space left intentionally blank, signature
page follows)


 




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	THEPHARMANETWORK, LLC


 


	By 	/s/ George Solomon
	Name:  	George Solomon
	Title:	COO


 


Accepted and agreed as of this September 21, 2012


 


	ELITE PHARMACEUTICALS, INC.


 


	By	/s/ Chris Dick
	Name: 	Chris Dick
	Title:	President



 





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