Exhibit 10.1

                                    Confidential Treatment Request
                                    [*] indicates information that has been
                                    omitted pursuant to a confidential treatment
                                    request and this information has been filed
                                    under separate cover with the Commission.


                                                EXECUTION COPY DECEMBER 12, 2005







                            IntelliPharmaCeutics Corp.

                                     -and-

                           Elite Laboratories, Inc.,

                                     -and-

                          Elite Pharmaceuticals, Inc.








* Portions of this exhibit have been omitted and filed separately pursuant to an
application  for  confidential  treatment filed with the Securities and Exchange
Commission,  pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 as
amended.



<PAGE>


                                                EXECUTION COPY DECEMBER 12, 2005

BETWEEN:

                           INTELLIPHARMACEUTICS CORP.,
                               30 Worcester Road,
                                Toronto, Ontario,
                                 Canada M9W 5X2
                          (referred to herein as "IPC")

                                      -and-

            ELITE LABORATORIES, INC., AND ELITE PHARMACEUTICALS, INC.
                               165 Ludlow Avenue,
                                  Northvale, NJ
                                    USA 07657
                  (collectively referred to herein as "Elite")

RECITALS

1.   IPC  is in  the  business  of  the  development  and  commercialization  of
     controlled release pharmaceutical products.

2.   Elite  is in the  business  of the  development  and  commercialization  of
     pharmaceutical products.

3.   Elite and IPC have  heretofore  entered into an  agreement,  dated June 22,
     2005,  (the  "Intelli-Elite  Agreement"),  concerning the  development  and
     commercialization  of capsules containing delayed release  lansoprazole for
     Canada, the United States and Mexico.

4.   ratiopharm  inc., a Canadian  company with its head office  located at 6975
     Creditview Road, Unit 5, Mississauga, Ontario, Canada, L8N 8E9 (referred to
     herein as  "ratiopharm")  and IPC  intend to enter into an  agreement  (the
     "Intelli-ratiopharm  Agreement"),  whereby  IPC  will  develop,  for and on
     behalf  of  ratiopharm,  generic  Prevacid(R) capsules  containing  delayed
     release   lansoprazole  (referred  to  herein  as  the  "Generic   Canadian
     Prevacid(R)  Product")  for  distribution  and  sale in  Canada  only  (the
     "Canadian Development and Distribution").

5.   IntelliPharmceutics   and  Elite   desire  to  qualify   certain  of  their
     obligations  under the  Intelli-Elite  Agreement  in  respect  of  Canadian
     development only, as provided herein.

6.   Capitalized  terms herein which are not  otherwise  defined  shall have the
     meaning provided in the Intelli-Elite Agreement.





<PAGE>

                                                EXECUTION COPY DECEMBER 12, 2005

                                      -2-

NOW THEREFORE, in consideration of the exchange of mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  by each  party,  the
Parties hereby agree as follows:


1.   Subject to the commencement of commercial sales in Canada,  by or on behalf
of ratiopharm or its heirs, assigns or sub-licensees  (referred to herein as the
"Canadian Commercialization") of a Generic Canadian Prevacid(R) Product pursuant
to the Intelli-ratiopharm  Agreement,  the duties and obligations of each of IPC
and Elite under the  Intelli-Elite  agreement as they pertain to the development
and commercialization in and for Canada of capsules containing a delayed release
lansoprazole  generic of Canadian  Prevacid(R) (the Canadian  Obligations),  are
hereby suspended  indefinitely,  commencing from the date of this Agreement. The
parties  hereby  release each other from the  performance  of all such  Canadian
Obligations during the full period of such suspension and for a period of thirty
(30) days thereafter.


2.   Upon  the  Canadian   Commercialization  of  Generic  Canadian  Prevacid(R)
Product,  pursuant to the  Intelli-ratiopharm  Agreement,  the suspension of the
Canadian Obligations of each of the parties shall become irrevocably permanent.

3.   Upon  the  Canadian   Commercialization  of  Generic  Canadian  Prevacid(R)
Product, pursuant to the Intelli-ratiopharm Agreement, and subject to provisions
of paragraph 4 herein,  IPC shall pay Elite from time to time  amounts  equal to
[*] percent ([*]%) of any payments (other than the milestone  payments  provided
in Schedule 11.0 of the  Intelli-ratiopharm  Agreement) received by IPC from the
Canadian Commercialization of Generic Canadian Prevacid(R) Product, as from time
to time become due and owing and are paid to IPC by ratiopharm,  under Paragraph
11.5 of the Intelli-ratiopharm  Agreement,  or by any successor,  sublicensee or
assignee of the rights  thereafter.  IPC will make such payments to Elite within
thirty (30) days of the receipt of such payments by IPC from ratiopharm,  or its
heirs, assigns or sublicensees, together with such accounts as IPC receives from
ratiopharm,  its heirs, assigns or sublicensees in respect of such payments. The
US Dollar  equivalent of such  payments to Elite shall be  calculated  using the
rate of exchange  between the currency in question and US dollars as reported in
the Wall Street Journal on the business day immediately  proceeding the day that
the ratiopharm  payment is received by  IntelliPharmaCeutics.  A late fee at the
rate of [*]% per month shall be assessed  for any late  payments of royalties by
IPC.

4.   Elite hereby  agrees that IPC may withhold and retain such  amounts,  being
equal to [*] percent ([*]%) of any such royalties received,  as would be paid to
Elite under Paragraph 3 above,  for IPC's sole use and benefit,  until such time
as the sum of the amounts  withheld and retained is equal to an aggregate of [*]
dollars in United States  currency  (US$[*]),  after which time IPC shall pay to
Elite the amounts contemplated at Paragraph 3 above.



<PAGE>

                                                EXECUTION COPY DECEMBER 12, 2005

                                      -3-

5.   If the  Intelli-ratiopharm  Agreement is terminated for any reason prior to
Canadian  Commercialization,  the suspension of the Canadian Obligations of both
parties shall be lifted  commencing from the thirtieth (30th) day next following
the receipt by Elite from  IntelliPharmaCeutics  of written notice thereof,  and
the  Canadian  Obligations  of Elite and IPC shall then resume in full force and
effect as originally provided in the Intelli-Elite Agreement.

6.

          6.1 The parties agree and confirm that IPC has delivered to Elite,  in
     strict  confidence,  an  initialed  copy of a  proposed  Intelli-ratiopharm
     Agreement,  for  Elite's  review  only,  for the  purposes  of  considering
     entering the Amendment herein (the "Purpose").

          6.2 IPC hereby agrees that,  upon execution of the  Intelli-ratiopharm
     Agreement,  it will deliver to Elite, in strict  confidence,  a copy of the
     Intelli-ratiopharm Agreement as executed, and warrants that such agreement,
     as  executed,  will  have  terms  substantially  identical  to those of the
     initialled draft now in the hands of Elite.

          6.3 Elite  hereby  acknowledges  that all copies of the  proposed  and
     executed  Intelli-ratiopharm  Agreement  were delivered to it in confidence
     and agrees that it will so keep them in  confidence  and will not  publish,
     disclose or use them in any way except for the Purpose herein contemplated.

7.   Elite hereby agrees and confirms  that, as between the parties,  IPC is the
sole and  exclusive  owner of all  trade  secrets,  know-how  and drug  delivery
technology in respect of the Generic Canadian Prevacid(R) Product.  Elite hereby
further  agrees  that,  subject to the terms  hereof,  IPC is fully  entitled to
undertake the development of Generic  Canadian  Prevacid Product as contemplated
in the Intelli-ratiopharm  Agreement.  IPC hereby agrees to indemnify Elite from
all  third  party   claims   against   Elite   arising   out  of  the   Canadian
Commercialization  of Generic  Canadian  Prevacid(R)  Product,  pursuant  to the
Intelli-ratiopharm Agreement.

8.   The  term  of  this   Agreement   shall  coincide  with  the  term  of  the
Intelli-ratiopharm  Agreement. At such time as ratiopharm, or its heirs, assigns
or  sub-licensees  are no longer  obligated  to pay  royalty  payments to IPC in
respect  of the  Canadian  Commercialization  of  Generic  Canadian  Prevacid(R)
Product,  IPC's  obligation  to pay to Elite any  monies in  respect of sales in
Canada shall also cease.

9.   Notices to each of the parties  shall be effective if delivered by pre-paid
registered mail to

IPC Corp.,
30 Worcester Road,
Toronto, Ontario
Canada M9W 5X2
Attention: The President (strictly confidential)


<PAGE>

                                                EXECUTION COPY DECEMBER 12, 2005

                                      -4-


ELITE LABORATORIES, INC., AND/OR ELITE PHARMACEUTICALS, INC.,
165 Ludlow Avenue,
Northvale, NJ
USA 07657
Attention: The President (strictly confidential)

10.  This Amendment  shall be governed by and interpreted in accordance with the
laws of the State of New York,  United States of America without regard to their
conflict of laws principles.

11.  Except  as  specifically  provided  in this  Agreement,  the  Intelli-Elite
Agreement remains unmodified and in full force and effect.



THIS  AGREEMENT IS MADE  EFFECTIVE  AND EXECUTED AS OF THE 12TH DAY OF DECEMBER,
2005 AND SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES.


ELITE PHARMACEUTICALS, INC.,             IPC CORP.

By:    /s/ Bernard Berk                  By:    /s/ Isa Odidi
       ---------------------------              ---------------------------

Name:  Bernard Berk                      Name:  Isa Odidi
       ---------------------------              ---------------------------

Title: CEO                               Title: CEO
       ---------------------------              ---------------------------


ELITE LABORATORIES, INC.

By:    /s/ Bernard Berk
       ---------------------------

Name:  Bernard Berk
       ---------------------------

Title: CEO
       ---------------------------