##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number: 001-32360
 AKORN, INC.
  LOUISIANA
    
    72-0717400(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 1925 W. Field Court, Suite 300, Lake Forest, Illinois 60045
 Registrants telephone number, including area code: (847) 279-6100
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, No Par Value
    
    The NASDAQ Stock Market LLC
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 o þ
 o þ
 þ o
 þ o
 o
  Large accelerated filer: o
    
    Accelerated filer: þ
    
    Non-accelerated filer: o
    
    Smaller reporting company: o(Do not check if a smaller reporting company)
 o þ




---



##### Table of Contents



Explanatory Note
    2




---



##### Table of Contents



FORM 10-K/A TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance.
    
    4Item 11. Executive Compensation.
    
    7Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    21Item 13. Certain Relationships and Related Transactions, and Director Independence.
    
    23Item 14. Principal Accounting Fees and Services.
    
    26PART IVItem 15. Exhibits, Financial Statement Schedules.
    
    27EX-31.1EX-31.2EX-32.1EX-32.2
  3




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Directors
  Name
    
    Age
    
    Director Since
    
    Present Position with AkornJohn N. Kapoor, Ph.D.
    
    65
    
    1990
    
    Chairman of the BoardJerry N. Ellis1,2,3
    
    71
    
    2001
    
    DirectorRonald M. Johnson1,2,3
    
    63
    
    2003
    
    DirectorJerry I. Treppel1,2,3
    
    55
    
    2003
    
    DirectorSubhash V. Kapre, Ph.D.
    
    61
    
    2007
    
    DirectorRandall J. Wall
    
    62
    
    2007
    
    Director
 
 1
    
    Member of the Audit Committee. Mr. Ellis is Chair of that committee.2
    
    Member of the Compensation Committee. Mr. Johnson is Chair of that committee.3
    
    Member of the Nominating and Corporate Governance Committee. Mr. Treppel is Chair of that
committee. John N. Kapoor, Ph.D.
 Jerry I. Treppel.
 Jerry N. Ellis.
 Ronald M. Johnson
 4




---



##### Table of Contents



Randall J. Wall.
 Subhash V. Kapre, Ph.D.
  Executive Officers
  Year BecameName
    
    Position
    
    Age
    
    OfficerJeffrey A. Whitnell
    
    Interim Chief Executive Officer (CEO), Senior Vice President, Chief Financial Officer (CFO), Secretary and Treasurer
    
    
    53
    
    
    
    2004Abu S. Alam, Ph.D.
    
    Senior Vice President, New Business and Product Development
    
    
    63
    
    
    
    2004John R. Sabat
    
    Senior Vice President, Sales, Marketing, and National Accounts
    
    
    60
    
    
    
    2004Mark Silverberg
    
    Senior Vice President, Global Quality Assurance and Regulatory Compliance
    
    
    55
    
    
    
    2006
 Jeffrey A. Whitnell
 Abu S. Alam, Ph.D
 John R Sabat
 Mark M. Silverberg.
 5




---



##### Table of Contents



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  Code of Ethics
   Audit Committee
   6




---



##### Table of Contents



Procedures by which Stockholders may Nominate Directors
  
 Item 11. Executive Compensation.
 Compensation Discussion and Analysis
  Compensation Philosophy and Objectives.
       7




---



##### Table of Contents




    
    Assure executive compensation is based upon performance in the achievement of
pre-determined financial and business objectives,
    
    Provide equity-based compensation incentives to meld the financial interests of
executive officers with those of shareholders and
    
    Provide incentives that promote executive retention.
     Components of Compensation
 
    
    base salary,
    
    performance-based annual bonus, which may be paid in cash, stock units, shares of
stock or a combination of these,
    
    periodic grants of long-term stock-based compensation, such as stock options,
restricted stock units, performance shares and/or restricted stock, which may be subject
to performance-based and/or time-based vesting requirements, and
    
    benefits.
 8




---



##### Table of Contents



Base Salary
   Annual Incentive Compensation
     9




---



##### Table of Contents



TM
  TM
   TM
 Long-Term Incentive Compensation
 10




---



##### Table of Contents



Benefits
 Post-Termination Payments
 Company-Wide Benefits
 ESPP
 Perquisites
 Other Considerations
 Tax Considerations
 Accounting Treatment Considerations
 Timing of Equity Grants and Equity Grant Practices
 11




---



##### Table of Contents



Compensation Committee Report
 The information contained in this report shall not be deemed to be soliciting material or
filed with the SEC or subject to the liabilities Section 18 of the Exchange Act, except to the
extent that Akorn specifically incorporates by reference all or part of a document filed under the
Securities Act of 1933, as amended (the Securities Act) or the Exchange Act.
      Executive Compensation Tables
   Non-Equity
    
    NonqualifiedStock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    CompensationName and principal position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    Total ($)(a)
    
    (b)
    
    (c)
    
    (d) (1)
    
    (e) (2)
    
    (f) (3)
    
    (g)
    
    (h)
    
    (i) (4)
    
    (j)Current Executive OfficersJeffrey A. Whitnell,
    
    
    2008
    
    
    
    275,000
    
    
    
    -0-
    
    
    
    126,250
    
    
    
    164,893
    
    
    
    
    
    
    
    
    
    
    
    151,720
    
    
    
    717,863Senior Vice President, Finance
    
    
    2007
    
    
    
    275,000
    
    
    
    -0-
    
    
    
    168,333
    
    
    
    259,247
    
    
    
    
    
    
    
    
    
    
    
    26,496
    
    
    
    729,076and Chief Financial Officer
    
    
    2006
    
    
    
    250,000
    
    
    
    95,625
    
    
    
    182,583
    
    
    
    184,807
    
    
    
    
    
    
    
    
    
    
    
    33,277
    
    
    
    746,292Abu S. Alam, Ph.D.,
    
    
    2008
    
    
    
    213,675
    
    
    
    50,000
    
    
    
    -0-
    
    
    
    42,670
    
    
    
    
    
    
    
    
    
    
    
    22,325
    
    
    
    328,670Senior Vice President,
    
    
    2007
    
    
    
    213,675
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    45,350
    
    
    
    
    
    
    
    
    
    
    
    22,225
    
    
    
    281,250New Business Development
    
    
    2006
    
    
    
    192,471
    
    
    
    49,534
    
    
    
    13,500
    
    
    
    17,555
    
    
    
    
    
    
    
    
    
    
    
    40,285
    
    
    
    313,345
 12




---



##### Table of Contents



Non-Equity
    
    NonqualifiedStock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    CompensationName and principal position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    Total ($)(a)
    
    (b)
    
    (c)
    
    (d) (1)
    
    (e) (2)
    
    (f) (3)
    
    (g)
    
    (h)
    
    (i) (4)
    
    (j)John R. Sabat,
    
    
    2008
    
    
    
    213,675
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    41,084
    
    
    
    
    
    
    
    
    
    
    
    19,970
    
    
    
    274,729Senior Vice President, Sales,
    
    
    2007
    
    
    
    213,675
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    44,935
    
    
    
    
    
    
    
    
    
    
    
    23,093
    
    
    
    281,703Marketing & National Accounts
    
    
    2006
    
    
    
    192.471
    
    
    
    81,939
    
    
    
    13,500
    
    
    
    18,734
    
    
    
    
    
    
    
    
    
    
    
    25,967
    
    
    
    332,611Mark M. Silverberg, Senior Vice
    
    
    2008
    
    
    
    236,500
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    58,173
    
    
    
    
    
    
    
    
    
    
    
    24,274
    
    
    
    318,947President, Global Quality
Assurance
    
    
    2007
    
    
    
    236,500
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    68,717
    
    
    
    
    
    
    
    
    
    
    
    26,039
    
    
    
    331,256& Regulatory Compliance
    
    
    2006
    
    
    
    201,096
    
    
    
    32,250
    
    
    
    -0-
    
    
    
    54,697
    
    
    
    
    
    
    
    
    
    
    
    25,805
    
    
    
    313,848Former Executive OfficerArthur S. Przybyl
    
    
    2008
    
    
    
    440,000
    
    
    
    -0-
    
    
    
    315,625
    
    
    
    494,800
    
    
    
    
    
    
    
    
    
    
    
    68,005
    
    
    
    1,318,430Chief Executive Officer and
    
    
    2007
    
    
    
    440,000
    
    
    
    -0-
    
    
    
    420,833
    
    
    
    739,676
    
    
    
    
    
    
    
    
    
    
    
    41,259
    
    
    
    1,641,768President
    
    
    2006
    
    
    
    400,000
    
    
    
    255,000
    
    
    
    458,958
    
    
    
    421,306
    
    
    
    
    
    
    
    
    
    
    
    71,140
    
    
    
    1,606,404
 
 (1)
    
    The amounts shown in this column are the annual cash bonus incentive awards earned in the
applicable year and paid to the Named Executive Officers in the following year. No cash
bonuses were earned in 2007 or 2008, except for Dr. Alams bonus related to the FDA approval
of AktenTM. The annual cash bonus incentive awards earned in 2006 by Mr. Przybyl
and Mr. Whitnell were based on Executive Bonus Agreements dated April 27, 2006, between us and
Mr. Przybyl and Mr. Whitnell, respectively. Mr. Przybyl received a bonus equal to $221,614,
pursuant to his Executive Bonus Agreement. Mr. Whitnell received a bonus equal to $64,355,
pursuant to his Executive Bonus Agreement. Mr. Przybyl and Mr. Whitnell were also awarded
additional cash bonuses for reasons not reflected in their Executive Bonus Agreements,
resulting from developments not contemplated or foreseen at the time those agreements were
entered into. These discretionary bonuses were in the amounts of $33,386 to Mr. Przybyl and
of $31,270 to Mr. Whitnell, in recognition of their contributions towards attainment of the
following special achievements during 2006: (a) the significant number of strategic alliances
formed by us, which far exceeded the number expected and proposed; (b) a substantial increase
in our market capitalization; and (c) the conversion of our Series A Preferred and Series B
Preferred Stock into common stock.(2)
    
    This column shows the amount we have expensed during the applicable year under Statement of
Financial Accounting Standards No. 123 (revised 2004), Share Based Payment (FAS 123R) for
all outstanding restricted stock awards. These amounts were determined by multiplying the
number of restricted shares granted by the closing price of our common stock on the date of
grant, allocated over the vesting period of the award. They include awards granted in prior
fiscal years vesting in the stated fiscal year. Additional information regarding these awards
is included in the notes to the Grants of Plan-Based Awards and Outstanding Equity Awards
tables.(3)
    
    This column shows the amount we have expensed under FAS 123R during the applicable year,
excluding an estimate of forfeitures related to service-based vesting conditions, for all
outstanding stock option awards and includes compensation cost recognized in the financial
statements with respect to awards granted in previous fiscal years and in the applicable year.
These amounts were determined as of the options grant dates using a Black-Scholes option
valuation model. The assumptions used were the same as those reflected in Note I to our
consolidated financial statements for the year ended December 31, 2008.(4)
    
    The amounts reported in this column represent the dollar amount for each Named Executive
Officer for perquisites and other personal benefits, tax reimbursements, our matching
contributions to the Akorn 401(k) savings plan, insurance premiums, and other benefits as
follows: 13




---



##### Table of Contents



GroupFinancial
    
    
    
    
    
    Disability
    
    Tax
    
    
    
    
    
    Term Life
    
    HealthCar
    
    Planning
    
    Spouse
    
    Insurance
    
    Gross-
    
    401(k)
    
    Insurance
    
    Insurance
    
    AllAllowance
    
    Services
    
    Travel
    
    Premium
    
    Up
    
    Match
    
    Premium
    
    Premium
    
    Other
    
    TotalName
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)
    
    (k) (1)
    
    (l)Arthur S. Przybyl
    
    
    2008
    
    
    
    10,000
    
    
    
    -0-
    
    
    
    26,682
    
    
    
    1,760
    
    
    
    17,730
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,652
    
    
    
    675
    
    
    
    68,0052007
    
    
    
    10,000
    
    
    
    -0-
    
    
    
    10,618
    
    
    
    1,760
    
    
    
    7,716
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,199
    
    
    
    460
    
    
    
    41,2592006
    
    
    
    10,000
    
    
    
    6,750
    
    
    
    22,599
    
    
    
    1,760
    
    
    
    19,392
    
    
    
    7,500
    
    
    
    540
    
    
    
    2,149
    
    
    
    450
    
    
    
    71,140Jeffrey A. Whitnell
    
    
    2008
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    6,613
    
    
    
    1,804
    
    
    
    51,380
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,989
    
    
    
    74,428
    
    
    
    151,8302007
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    3,841
    
    
    
    1,804
    
    
    
    3,519
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,366
    
    
    
    460
    
    
    
    26,4962006
    
    
    
    6,000
    
    
    
    6,750
    
    
    
    1,524
    
    
    
    1,804
    
    
    
    6,282
    
    
    
    7,490
    
    
    
    828
    
    
    
    2,149
    
    
    
    450
    
    
    
    33,277Abu S. Alam
    
    
    2008
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    663
    
    
    
    1,990
    
    
    
    1,522
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,989
    
    
    
    655
    
    
    
    22,3252007
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    701
    
    
    
    1,990
    
    
    
    1,545
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,366
    
    
    
    1,117
    
    
    
    22,2252006
    
    
    
    6,000
    
    
    
    6,750
    
    
    
    5,146
    
    
    
    1,990
    
    
    
    7,968
    
    
    
    7,439
    
    
    
    2,376
    
    
    
    2,149
    
    
    
    467
    
    
    
    40,2852008
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    1,992
    
    
    
    1,176
    
    
    
    5,178
    
    
    
    756
    
    
    
    2,989
    
    
    
    1,879
    
    
    
    19,970John R. Sabat
    
    
    2007
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    1,229
    
    
    
    1,992
    
    
    
    1,902
    
    
    
    5,170
    
    
    
    756
    
    
    
    2,366
    
    
    
    3,678
    
    
    
    23,0932006
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    3,362
    
    
    
    1,992
    
    
    
    3,430
    
    
    
    5,032
    
    
    
    1,548
    
    
    
    2,149
    
    
    
    2,454
    
    
    
    25,967Mark M. Silverberg
    
    
    2008
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    1,399
    
    
    
    803
    
    
    
    7,095
    
    
    
    756
    
    
    
    2,989
    
    
    
    5,232
    
    
    
    24,2742007
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    693
    
    
    
    1,399
    
    
    
    1,201
    
    
    
    7,750
    
    
    
    756
    
    
    
    2,366
    
    
    
    5,874
    
    
    
    26,0392006
    
    
    
    6,000
    
    
    
    -0-
    
    
    
    2,568
    
    
    
    1,399
    
    
    
    2,277
    
    
    
    7,214
    
    
    
    828
    
    
    
    2,149
    
    
    
    3,370
    
    
    
    25,805
 
 (1)
    
    This column represents reimbursed relocation expenses for Mr. Whitnell, annual health club
dues for Messrs. Przybyl and Whitnell, and the discount from market value on shares purchased
through the Employee Stock Purchase Plan for Messrs. Alam, Sabat and Silverberg. 2008 Grants of Plan-Based Awards
   All OtherAll Other
    
    
    Option
    
    
    ExerciseStock
    
    
    Awards:
    
    
    or Base
    
    
    Grant DateEstimated Future Payouts Under
    
    
    Estimated Future Payouts Under
    
    
    Awards:
    
    
    Number of
    
    
    Price of
    
    
    Fair ValueNon-Equity Incentive Plan Awards
    
    
    Equity Incentive Plan Awards
    
    
    Number
    
    
    Securities
    
    
    Option
    
    
    of StockGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    of Shares
    
    
    Underlying
    
    
    Awards
    
    
    and OptionName
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    of Stocks
    
    
    Options (1)
    
    
    (2)
    
    
    Awards($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    ($/Sh)
    
    
    (3)Arthur S. PrzybylJeffrey A. WhitnellAbu S. Alam
    
    
    11/19/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    1.55
    
    
    
    41,345
 14




---



##### Table of Contents



All OtherAll Other
    
    
    Option
    
    
    ExerciseStock
    
    
    Awards:
    
    
    or Base
    
    
    Grant DateEstimated Future Payouts Under
    
    
    Estimated Future Payouts Under
    
    
    Awards:
    
    
    Number of
    
    
    Price of
    
    
    Fair ValueNon-Equity Incentive Plan Awards
    
    
    Equity Incentive Plan Awards
    
    
    Number
    
    
    Securities
    
    
    Option
    
    
    of StockGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    of Shares
    
    
    Underlying
    
    
    Awards
    
    
    and OptionName
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    of Stocks
    
    
    Options (1)
    
    
    (2)
    
    
    Awards($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    ($/Sh)
    
    
    (3)John SabatMark M. Silverberg
 
 (1)
    
    On November 19, 2008, Dr. Alam was granted options to acquire shares of our common stock.
The options vest over a three year period at a rate of 1/3 per year beginning on the
anniversary of the grant date. The FAS 123R valuation of this stock option grant is $0.83 per
share. See Outstanding Equity Awards at Fiscal Year-End for more information on vesting
schedules of outstanding options.(2)
    
    The per-share exercise or base price of the options granted in the fiscal year is based on
the closing price of our common stock on the grant date of each respective option.(3)
    
    The grant date fair value of the option awards granted on November 19, 2008 is based on the
closing price of our common stock on that date, or $1.55 per share. The grant date fair value
of the stock option awards was determined using a Black-Scholes option valuation model. The
assumptions used were the same as those reflected in Note I to our consolidated financial
statements for the year ended December 31, 2008. Former Chief Executive Officer
     15




---



##### Table of Contents



16




---



##### Table of Contents



Outstanding Equity Awards at 2008 Year-End
   OPTION AWARDS (1)
    
    STOCK AWARDS (7)EquityEquity
    
    Incentive PlanIncentive Plan
    
    Awards:Market
    
    Awards:
    
    Market orEquity Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    Plan Awards:
    
    
    
    
    
    
    
    
    
    Number of
    
    Shares or
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Shares or
    
    Units of
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Securities
    
    Option
    
    
    
    
    
    Units of
    
    Stock That
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    Underlying
    
    Exercise
    
    
    
    
    
    Stock That
    
    Have Not
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Unexercised
    
    Price
    
    Option
    
    Have Not
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    Unearned Options
    
    ($)
    
    Expiration Date
    
    Vested
    
    ($)
    
    Vested
    
    Vested(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f) (9)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Arthur S. Przybyl
    
    
    375,000
    (2)
    
    
    125,000
    
    
    
    
    
    
    
    5.05
    
    
    
    4/20/2011200,000
    (3)
    
    
    200,000
    
    
    
    
    
    
    
    6.25
    
    
    
    1/1/201262,500
    (8)
    
    
    143,750Jeffrey A. Whitnell
    
    
    100,000
    
    
    
    -0-
    
    
    
    
    
    
    
    3.45
    
    
    
    6/17/200915,000
    
    
    
    -0-
    
    
    
    
    
    
    
    3.99
    
    
    
    11/15/2009125,250
    (2)
    
    
    41,750
    
    
    
    
    
    
    
    5.05
    
    
    
    4/20/201166,500
    (3)
    
    
    66,500
    
    
    
    
    
    
    
    6.25
    
    
    
    1/1/201225,000
    (8)
    
    
    57,500Abu S. Alam
    
    
    40,000
    
    
    
    -0-
    
    
    
    
    
    
    
    3.45
    
    
    
    4/19/200910,000
    
    
    
    -0-
    
    
    
    
    
    
    
    3.80
    
    
    
    10/18/200916,666
    (4)
    
    
    33,334
    
    
    
    
    
    
    
    6.25
    
    
    
    1/1/2012-0-
    (6)
    
    
    50,000
    
    
    
    
    
    
    
    1.55
    
    
    
    11/19/2013John R. Sabat
    
    
    40,000
    
    
    
    -0-
    
    
    
    
    
    
    
    3.45
    
    
    
    4/19/200910,000
    
    
    
    -0-
    
    
    
    
    
    
    
    3.10
    
    
    
    10/4/200916,666
    (4)
    
    
    33,334
    
    
    
    
    
    
    
    6.25
    
    
    
    1/1/2012Mark M. Silverberg
    
    
    75,000
    
    
    
    -0-
    
    
    
    
    
    
    
    2.60
    
    
    
    4/25/201026,250
    (5)
    
    
    8,750
    
    
    
    
    
    
    
    4.11
    
    
    
    5/22/201116,666
    (4)
    
    
    33,334
    
    
    
    
    
    
    
    6.25
    
    
    
    1/1/2012
 
 Note: Corresponding footnotes on following page. 17




---



##### Table of Contents



(1)
    
    Outstanding stock options at December 31, 2008, become exercisable in accordance with the
vesting schedule below: Grant Date
    
    Vesting(2)   4/20/2006
    
    1/4 per year beginning on the date of the grant(3)    1/1/2007
    
    1/4 per year beginning on the date of the grant(4)   1/1/2007
    
    1/3 per year beginning on the anniversary of the grant(5)    5/22/2006
    
    1/4 per year beginning on the date of the grant(6)   11/19/2008
    
    1/3 per year beginning on the anniversary of the grant
  
 (7)
    
    Outstanding restricted stock awards become vested in accordance with the schedule below: Grant Date
    
    Vesting(8)   4/20/2006
    
    1/2 on the first anniversary of the grant1/4 on the second anniversary of the grant1/4 on the third anniversary of the grant
 
 (9)
    
    If not terminated earlier in accordance with the controlling agreements.  18




---



##### Table of Contents



2008 Option Exercises and Stock Vested Table
   OPTION AWARDS
    
    STOCK AWARDSNumber ofNumber of
    
    
    
    
    
    SharesShares
    
    Value
    
    Acquired
    
    Number ofAcquired
    
    Realized
    
    on
    
    Shares Withheld
    
    Value Realized onon Exercise
    
    on
    
    Vesting
    
    to Cover Tax
    
    VestingName
    
    (#)
    
    Exercise ($)
    
    (#)
    
    Liability
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f) (1)Arthur S. Przybyl
    
    
    750,000
    
    
    
    325,010
    
    
    
    62,500
    
    
    
    21,531
    
    
    
    314,375Jeffrey A. Whitnell
    
    
    -0-
    
    
    
    -0-
    
    
    
    25,000
    
    
    
    10,000
    
    
    
    125,750Abu S. Alam
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-John R. Sabat
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Mark M. Silverberg
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
 
 (1)
    
    These values are based on the closing price of our common stock on the vesting date April,
20, 2008, or $5.03 per share. Director Compensation
    19




---



##### Table of Contents



Change inPensionValue andFees
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    NonqualifiedEarned or
    
    
    
    
    
    
    
    
    
    Incentive
    
    Deferred
    
    AllPaid in
    
    Stock
    
    Option
    
    Plan
    
    Compensation
    
    OtherCash
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b) (1)
    
    (c) (2)
    
    (d) (3)
    
    (e)
    
    (f)
    
    (g)
    
    (j)Dr. John N. Kapoor
    
    
    50,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000Ronald M. Johnson
    
    
    37,000
    
    
    
    36,700
    
    
    
    24,695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,395Jerry I. Treppel
    
    
    38,500
    
    
    
    36,700
    
    
    
    24,695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,895Jerry N. Ellis
    
    
    38,500
    
    
    
    36,700
    
    
    
    24,695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,895Dr. Subhash V. Kapre
    
    
    23,500
    
    
    
    36,700
    
    
    
    -0-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,200Randall J. Wall
    
    
    34,000
    
    
    
    36,700
    
    
    
    -0-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,700
 
 (1)
    
    The dollar amount of all fees earned or paid in cash for services as a director, including
annual retainer fees, committee and/or chairmanship fees, and meeting fees.(2)
    
    This column shows the amount we expensed during the applicable year under FAS 123R for all
outstanding restricted stock awards. These amounts were determined by multiplying the number
of restricted shares granted by the closing price of our common stock on the date of grant,
allocated over the vesting period of the award.(3)
    
    This column shows the amount we expensed under FAS 123R during the applicable year, excluding
an estimate of forfeitures related to service-based vesting conditions, for all outstanding
stock option awards and includes compensation cost recognized in the financial statements with
respect to awards granted in previous fiscal years and in the applicable year. These amounts
were determined as of the options grant dates using a Black-Scholes option valuation model.
The assumptions used were the same as those reflected in Note I to our consolidated financial
statements for the year ended December 31, 2008. The grant date fair value of the options
awarded to Messrs. Johnson, Treppel and Ellis in 2007 under FAS 123R was $123,250 and the
grant date fair value of the options awarded to Dr. Kapre and Mr. Wall was $54,308. As of
December 31, 2008, each director had the following number of options outstanding: Dr. Kapoor
(0), Mr. Johnson (80,000), Mr, Treppel (70,000), Mr. Ellis (70,000), Dr. Kapre (20,000) and
Mr. Wall (20,000). COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  20




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  Shares
    
    Percent ofBeneficial Owner
    
    Beneficially Owned (1)
    
    ClassDirectorsJohn N. Kapoor, Ph.D.
    
    
    32,145,724
    (2)
    
    
    34.31
    %Jerry I. Treppel
    
    
    451,519
    (3)
    
    
    0.50
    %Jerry N. Ellis
    
    
    137,000
    (3)
    
    
    0.15
    %Ronald M. Johnson
    
    
    110,000
    (3)
    
    
    0.12
    %Subhash V. Kapre, Ph.D.
    
    
    30,000
    (4)
    
    
    0.03
    %Randall J. Wall
    
    
    32,200
    (5)
    
    
    0.04
    %Named Executive OfficersJeffrey A. Whitnell
    
    
    444,525
    (6)
    
    
    0.49
    %Abu S. Alam, Ph.D.
    
    
    186,171
    (7)
    
    
    0.21
    %John R. Sabat
    
    
    146,969
    (7)
    
    
    0.16
    %Mark M. Silverberg
    
    
    162,985
    (8)
    
    
    0.18
    %Directors and officers as a group (10 persons)
    
    
    33,847,093
    
    
    
    35.80
    %Other Beneficial OwnersArjun C. Waney
    
    
    5,150,859
    (9)
    
    
    5.70
    %Flat No. 1646
Lowndes Square London SW1X 9JV
EnglandPequot Capital Management Inc.
    
    
    15,357,705
    (10)
    
    
    17.01
    %500 Nyala Farm Rd.
Westport, CT 06880
 
 (1)
    
    Includes all shares beneficially owned, whether directly and indirectly, individually
or together with associates, jointly or as community property with a spouse, as well as any
shares as to which beneficial ownership may be acquired within 60 days of April 24, 2009 by
the exercise of options or warrants. Unless otherwise specified in the footnotes that
follow, the indicated person has sole voting power and sole investment power with respect
to the shares.(2)
    
    Includes (i) 25,033,896 shares of common stock owned by the Kapoor Trust of which Dr.
Kapoor is the sole trustee and beneficiary, (ii) 491,173 shares of common stock are owned
directly by Dr. Kapoor, (iii) 3,045,644 shares are owned by EJ Financial / Akorn Management
L.P. of which Dr. Kapoor is the managing general partner, (iv) 133,439 shares of common
stock are owned by several trusts, the trustee of which is an employee of EJ Financial
Enterprises Inc., of which Dr. Kapoor is the President, and the beneficiaries of which are
Dr. Kapoors children, (v) 1,939,639 shares of common stock issuable upon exercise of
warrants issued to the EJ Funds LP, and (vi) 1,501,933 shares of common stock issuable upon
exercise of warrants issued to the Kapoor Trust. Additional warrants may become issuable
to EJ Funds pursuant to the Modification Agreement and to the Kapoor Trust pursuant to the
Reimbursement Agreement, see Certain Transactions, below.(3)
    
    Includes (i) 70,000 shares of common stock issuable upon exercise of stock options and
(ii) 5,000 shares of restricted common stock of which 2,500 shares will vest on January 1,
2010 and 2011.(4)
    
    Includes (i) 20,000 shares of common stock issuable upon exercise of stock options and
(ii) 5,000 shares of restricted common stock of which 2,500 shares will vest on January 1,
2010 and 2011. Dr. Kapre is an Executive Director with the Serum Institute of India, Ltd.
(Serum). In September 2006, we issued 1,000,000 shares of our common stock in a private
placement to Serum at a price of $3.56 per share and in November 2007, we issued another
1,000,000 shares of our common stock in a private placement to Serum at a price of $7.01
per share. Dr. Kapre has disclaimed any beneficial ownership of such shares.(5)
    
    Includes (i) 20,000 shares of common stock issuable upon exercise of stock options and
(ii) 5,000 shares of restricted common stock of which 2,500 shares will vest on January 1,
2010 and 2011.(6)
    
    Includes 381,750 shares of common stock issuable upon exercise of stock options. 21




---



##### Table of Contents



(7)
    
    Includes 43,333 shares of common stock issuable upon exercise of stock options.(8)
    
    Includes 143,333 shares of common stock issuable upon exercise of stock options.(9)
    
    Includes (i) 960,331 shares of common stock held by Argent Fund Management, Ltd.
(Argent), for which Mr. Waney serves as Chairman and Managing Director and 52% of which
is owned by Mr. Waney, (ii) 628,400 shares of common stock held by First Winchester
Investments Ltd. (First Winchester), which operates as an equity fund for investors
unrelated to Mr. Waney and whose investments are directed by Argent, (iii) 506,000 shares
of common stock held by Mr. Waney, and (iv) 3,056,128 shares held jointly by Mr. Waney and
Mrs. Judith D. Waney. Under the rules of the SEC, Mr. Waney may be deemed to be the
beneficial owner of the shares held by First Winchester.(10)
    
    Shares beneficially owned by Pequot Capital Management, Inc.
represent 15,357,705 shares of common stock. Arthur J. Samberg is the controlling shareholder of Pequot Capital Management, Inc.
and disclaims beneficial ownership of the shares except for his pecuniary interest. EQUITY COMPENSATION PLANS
    Summary Table
 22




---



##### Table of Contents



Number of securitiesremaining available forfuture issuance underequity compensationNumber of securities to
    
    
    Weighted-average
    
    
    plans (excludingbe issued upon exercise
    
    
    exercise price of
    
    
    securities reflectedof outstanding options,
    
    
    outstanding options,
    
    
    in thePlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    first column)Equity Compensation
plans approved by
security holders:
    
    
    3,683,619
    
    
    $
    5.20
    
    
    
    1,323,385Equity Compensation
plans not approved
by security
holders:
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,683,619
    
    
    $
    5.20
    
    
    
    1,323,385
    (1)
 
 (1)
    
    Includes 1,146,145 shares of common stock available under the Amended 2003 Plan and 177,240
shares of common stock available under our Employee Stock Purchase Plan. 
 Item 13. Certain Relationships and Related Transactions and Director Independence.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Review and Approval of Transactions with Related Persons
  Certain Transactions
    23




---



##### Table of Contents



24




---



##### Table of Contents



Independence of the Board of Directors
  25




---



##### Table of Contents



Item 14. Principal Accounting Fees and Services.
  Audit Fees
   Audit-Related Fees
   Tax Fees
   All Other Fees
  Audit Committee Pre-Approval Policies and Procedures
  26




---



##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 (a)(1)

Financial Statements. The consolidated financial statements were
included in the Original Filing.(2)

Financial Statement Schedules. All financial statement schedules
have been omitted since the information is either not applicable or
required or was included in the financial statements or notes
included in the Original Filing.(3)

Exhibits. Those exhibits marked with a (£) refer to
exhibits filed with the Original Filing. Those exhibits marked with a (*) refer to exhibits filed herewith. The other
exhibits are incorporated herein by reference, as indicated in the following list. Those exhibits
marked with a () refer to management contracts or compensatory plans or arrangements. Portions of
the exhibits marked with a ( W ) are the subject of a Confidential Treatment Request under 17
C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2.
 Exhibit No.
    
    Description3.1
    
    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
(Commission file No. 333-119168).3.2
    
    Amended and Restated By-laws 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 (Commission file No. 333-119168).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 (Commission file No. 001-32360).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 (Commission file No. 001-32360).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
    
    First Amendment dated October 7, 2003 to Registration Rights Agreement dated July 12, 2001 between
Akorn, Inc. and The 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 October 24, 2003 (Commission file No. 000-13976).4.2
    
    Form of Warrant Certificate, incorporated by reference to Exhibit 4.2 to Akorn, Inc.s report on Form
8-K filed on October 24, 2003 (Commission file No. 000-13976).4.3
    
    Form of Warrant Agreement dated October 7, 2003 between Akorn, Inc. and certain investors,
incorporated by reference to Exhibit 4.3 to Akorn, Inc.s report on Form 8-K filed on October 24, 2003
(Commission file No. 000-13976).4.4
    
    Warrant Agreement dated October 7, 2003 between Akorn, Inc. and The John N. Kapoor Trust dated
9/20/89, incorporated by reference to Exhibit 4.4 to Akorn, Inc.s report on Form 8-K filed on October
24, 2003 (Commission file No. 000-13976).4.5
    
    Warrant Agreement dated October 7, 2003 between Akorn, Inc. and Arjun C. Waney, incorporated by
reference to Exhibit 4.5 to Akorn, Inc.s report on Form 8-K filed on October 24, 2003 (Commission
file No. 000-13976).4.6
    
    Warrant Agreement dated October 7, 2003 between Akorn, Inc. and The John N. Kapoor Trust dated
9/20/89, incorporated by reference to Exhibit 4.6 to Akorn, Inc.s report on Form 8-K filed on October
24, 2003 (Commission file No. 000-13976).4.7
    
    Warrant Agreement dated October 7, 2003 between Akorn, Inc. and Arjun C. Waney, incorporated by
reference to Exhibit 4.7 to Akorn, Inc.s report on Form 8-K filed on October 24, 2003 (Commission
file No. 000-13976).4.8
    
    Warrant Agreement dated October 7, 2003 between Akorn, Inc. and Argent Fund Management Ltd.,
incorporated by reference to Exhibit 4.8 to Akorn, Inc.s report on Form 8-K filed on October 24, 2003
(Commission file No. 000-13976).4.9
    
    Registration Rights Agreement dated October 7, 2003 among Akorn, Inc. and certain investors,
incorporated by reference to Exhibit 4.9 to Akorn, Inc.s report on Form 8-K filed on October 24, 2003
(Commission file No. 000-13976).4.10
    
    Form of Subscription Agreement between Akorn, Inc. and certain investors, incorporated by reference to
Exhibit 4.1 to
 27




---



##### Table of Contents



Exhibit No.
    
    DescriptionAkorn, Inc.s report on Form 8-K filed on August 24, 2004 (Commission file No.
000-13976).4.11
    
    Form of Common Stock Purchase Warrant between Akorn, Inc. and certain investors, incorporated by
reference to Exhibit 4.2 to Akorn, Inc.s report on Form 8-K filed on August 24, 2004 (Commission file
No. 000-13976).4.12
    
    Warrant Purchase and Registration Agreement dated June 18, 2003 between Akorn, Inc. and AEG Partners
LLC, incorporated by reference to Exhibit 4.1 to Akorn, Inc.s report on Form 8-K filed on August 27,
2004 (Commission file No. 000-13976).4.13
    
    Stock Registration Rights Agreement dated November 15, 1990 between Akorn, Inc. and The John N. Kapoor
Trust dated 9/20/89, incorporated by reference to Exhibit 4.12 to Akorn, Inc.s Registration Statement
on Form S-1 filed on September 21, 2004 (Commission file No. 333-119168).4.14
    
    Stock Purchase Agreement dated November 15, 1990 between Akorn, Inc. and The John N. Kapoor Trust
dated 9/20/89, incorporated by reference to Exhibit 4.13 to Akorn, Inc.s Registration Statement on
Form S-1 filed on September 21, 2004 (Commission file No. 333-119168).4.15
    
    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, 2006.4.16
    
    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 March 7, 2006. (All
warrants are dated March 8, 2006. Please see Exhibit 99.1 of Akorn, Inc.s report on Form 8-K filed
March 14, 2006, which is hereby incorporated by reference, for a schedule setting forth the other
material details for each of the warrants.)4.17
    
    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 September 14,
2006.4.18
    
    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, 2007.4.19
    
    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, 2009.4.20
    
    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, 2009.4.21
    
    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
    
    Amended and Restated Akorn, Inc. 1988 Incentive Compensation Program, incorporated by reference to
Exhibit 10.2 to Akorn, Inc.s Registration Statement on Form S-1 filed on September 21, 2004
(Commission file No. 333-119168).10.2
    
    1991 Akorn, Inc. Stock Option Plan for Directors, incorporated by reference to Exhibit 10.3 to Akorn,
Inc.s Registration Statement on Form S-1 filed on September 21, 2004 (Commission file No.
333-119168).10.3
    
    Letter of Commitment to Akorn, Inc. from John. N. Kapoor dated April 17, 2001, incorporated by
reference to Exhibit 10.4 to Akorn, Inc.s report on Form 8-K filed on April 25, 2001 (Commission file
No. 000-13976).10.4
    
    Convertible Bridge Loan and Warrant Agreement dated as of July 12, 2001, by and between Akorn, Inc.
and The John N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit 10.1 to Akorn, Inc.s
report on Form 8-K filed on July 26, 2001 (Commission file No. 000-13976).10.5
    
    The Tranche A Common Stock Purchase Warrant, dated July 12, 2001, incorporated by reference to Exhibit
10.2 to Akorn, Inc.s report on Form 8-K filed on July 26, 2001 (Commission file No. 000-13976).10.6
    
    The Tranche B Common Stock Purchase Warrant, dated July 12, 2001, incorporated by reference to Exhibit
10.3 to Akorn, Inc.s report on Form 8-K filed on July 26, 2001 (Commission file No. 000-13976).
 28




---



##### Table of Contents



Exhibit No.
    
    Description10.7
    
    Registration Rights Agreement dated July 12, 2001, by and between Akorn, Inc. and The John N. Kapoor
Trust dated 9/20/89, incorporated by reference to Exhibit 10.4 to Akorn, Inc.s report on Form 8-K
filed on July 26, 2001 (Commission file No. 000-13976).10.8
    
    Allonge to Revolving Note ($2 million) dated December 20, 2001 by and between Akorn, Inc. and The John
N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit 10.14 to Akorn, Inc.s
Registration Statement on Form S-1 filed on September 21, 2004 (Commission file No. 333-119168).10.9
    
    Allonge to Revolving Note ($3 million) dated December 20, 2001 by and between Akorn, Inc. and The John
N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit 10.15 to Akorn, Inc.s
Registration Statement on Form S-1 filed on September 21, 2004 (Commission file No. 333-119168).10.10
    
    First Amendment to Convertible Bridge Loan and Warrant Agreement dated December 20, 2001 by and
between Akorn, Inc. and The John N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit
10.16 to Akorn, Inc.s Registration Statement on Form S-1 filed on September 21, 2004 (Commission file
No. 333-119168).10.11
    
    Supply Agreement dated January 4, 2002, by and between Akorn, Inc. and Novadaq Technologies, Inc.,
incorporated by reference to Exhibit 10.22 to Akorn, Inc.s report on Form 10-K for fiscal year ended
December 31, 2001 filed on April 16, 2002 (Commission file No. 000-13976).10.12
    
    Mutual Termination and Settlement Agreements by and between Akorn, Inc. and The Johns Hopkins
University/Applied Physics Laboratory dated. July 3, 2002, incorporated by reference to Exhibit 10.23
to Akorn, Inc.s report on Form 10-K for fiscal year ended December 31, 2001 filed on October 7, 2002
(Commission file No. 000-13976).10.13
    
    Second Amendment to Convertible Bridge Loan and Warrant Agreement dated August 31, 2002 by and between
Akorn, Inc. and The John N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit 10.19 to
Akorn, Inc.s Registration Statement on Form S-1 filed on September 21, 2004 (Commission file No.
333-119168).10.14
    
    Amendment to Engagement Letter by and among Akorn, Inc. and AEG Partners LLC dated as of November 21,
2002 incorporated by reference to Exhibit 10.40 to Akorn, Inc.s report on Form 10-K for the fiscal
year ended December 31, 2002, filed on May 21, 2003 (Commission file No. 000-13976).10.15
    
    Third Amendment to Convertible Bridge Loan and Warrant Agreement dated December 31, 2002 by and
between Akorn, Inc. and The John N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit
10.22 to Akorn, Inc.s Registration Statement on Form S-1 filed on September 21, 2004 (Commission file
No. 333-119168).10.16
    
    Indemnification Agreement dated May 15, 2003 by and between Akorn, Inc. and Arthur S. Przybyl,
incorporated by reference to Exhibit 10.42 to Akorn, Inc.s report on Form 10-K for the fiscal year
ended December 31, 2002, filed on May 21, 2003 (Commission file No. 000-13976).10.17
    
    Form of Indemnity Agreement dated October 7, 2003 between Akorn, Inc. and each of its directors,
incorporated by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 10-Q for quarter ended
September 30, 2003, filed on November 19, 2003 (Commission file No. 000-13976).10.18
    
    Form of Fourth Amendment to Convertible Bridge Loan and Warrant Agreement dated October 7, 2003
between Akorn, Inc. and The John N. Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit
10.5 to Akorn, Inc.s report on Form 10-Q for quarter ended September 30, 2003, filed on November 19,
2003 (Commission file No. 000-13976).10.19
    
    Limited Waiver Letter dated October 7, 2003 from The John N. Kapoor Trust dated 9/20/89, incorporated
by reference to Exhibit 10.34 to Akorn, Inc.s Registration Statement on Form S-1 filed on September
21, 2004 (Commission file No. 333-119168).10.20
    
    Form of Acknowledgment of Subordination dated October 7, 2003 between Akorn, Inc. and The John N.
Kapoor Trust dated 9/20/89, incorporated by reference to Exhibit 10.6 to Akorn, Inc.s report on Form
10-Q for quarter ended September 30, 2003, filed on November 19, 2003 (Commission file No. 000-13976).10.21
    
    Form of Subordination and Intercreditor Agreement dated October 7, 2003 among Akorn, Inc., Akorn (New
Jersey), Inc., Bank of America and The John N. Kapoor Trust dated 9/20/89, incorporated by reference
to Exhibit 10.8 to
 29




---



##### Table of Contents



Exhibit No.
    
    DescriptionAkorn, Inc.s report on Form 10-Q for quarter ended September 30, 2003, filed on
November 19, 2003 (Commission file No. 000-13976).10.22
    
    Akorn, Inc. 2003 Stock Option Plan, incorporated by reference to Exhibit 10.35 to Akorn, Inc.s report
on Form 10-K for the fiscal year ended December 31, 2003, filed on March 30, 2004 (Commission file No.
000-13976).10.23
    
    Form of Akorn, Inc. Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.36
to Akorn, Inc.s report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 30,
2004 (Commission file No. 000-13976).10.24
    
    Form of Akorn, Inc. Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.37 to
Akorn, Inc.s report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 30, 2004
(Commission file No. 000-13976).10.25
    
    Offer letter dated June 1, 2004 from Akorn, Inc. to Jeffrey A. Whitnell, incorporated by reference to
Exhibit 10.42 to Akorn, Inc.s report on Form 10-K for the fiscal year ended December 31, 2004, filed
March 31, 2005 (Commission file No. 001-32360).10.26
    
    Engagement Letter dated August 5, 2004 between Leerink Swann & Company and Akorn, Inc., incorporated
by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed on August 24, 2004 (Commission
file No. 000-13976).10.27
    
    Waiver and Consent dated August 23, 2004, among Bank of America National Association, the financial
institutions party thereto, 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 August 24, 2004 (Commission file No.
000-13976).10.28
    
    Consent and Agreement of Holders of Series A 6.0% Participating Convertible Preferred Stock of Akorn,
Inc. dated as of August 17, 2004, incorporated by reference to Exhibit 10.3 to Akorn, Inc.s report on
Form 8-K filed on August 24, 2004 (Commission file No. 000-13976).10.29
    
    The AEG Stock Purchase Warrant, dated August 31, 2004, incorporated by reference to Exhibit 4.1 to
Akorn, Inc.s report on Form 8-K filed on September 9, 2004 (Commission file No. 000-13976).10.30
    
    Limited Liability Company Agreement dated September 22, 2004 between Akorn, Inc. and Strides Arcolab
Limited, incorporated by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed on
September 27, 2004 (Commission file No. 000-13976).10.31
    
    OEM Agreement dated September 22, 2004 between Akorn-Strides, LLC and Strides, incorporated by
reference to Exhibit 10.2 to Akorn, Inc.s report on Form 8-K filed on September 27, 2004 (Commission
file No. 000-13976).10.32
    
    Sales and Marketing Agreement dated September 22, 2004 between Akorn, Inc. and Akorn-Strides, LLC,
incorporated by reference to Exhibit 10.3 to Akorn, Inc.s report on Form 8-K filed on September 27,
2004 (Commission file No. 000-13976).10.33
    
    Promissory Note dated September 22, 2004 executed by Akorn-Strides, LLC for the benefit of Akorn,
Inc., incorporated by reference to Exhibit 10.4 to Akorn, Inc.s report on Form 8-K filed on September
27, 2004 (Commission file No. 000-13976).10.34
    
    Capital Contribution Agreement dated September 22, 2004 executed by Strides Arcolab Limited for the
benefit of Akorn-Strides, LLC, incorporated by reference to Exhibit 10.5 to Akorn, Inc.s report on
Form 8-K filed on September 27, 2004 (Commission file No. 000-13976).10.35
    
    Waiver Letter dated September 28, 2004 from The John N. Kapoor Trust dated 9/20/89, incorporated by
reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed on September 30, 2004 (Commission
file No. 000-13976).10.36
    
    First Amendment to Credit Agreement dated August 13, 2004 among Akorn, Inc., Akorn New Jersey, Inc.,
Dr. John N. Kapoor, The John N. Kapoor Trust dated 9/20/90, the lenders party thereto and Bank of
America National Association, as Administrative Agent, incorporated by reference to Exhibit 10.1 to
Akorn, Inc.s Report on Form 10-Q for the period ended June 30, 2004, filed on August 13, 2004
(Commission file No. 000-13976).
 30




---



##### Table of Contents



Exhibit No.
    
    Description10.37
    
    License and Supply Agreement November, 11 2004, between Hameln Pharmaceuticals Gmbh and Akorn, Inc.
incorporated by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed on November 17,
2004 (Commission file No. 000-13976).10.38
    
    Offer letter dated November 15, 2004, from Akorn, Inc. to Jeffrey A. Whitnell, for position of Senior
Vice President incorporated by reference to Exhibit 10.58 to Akorn, Inc.s report on Form 10-K filed
on March 31, 2005 (Commission file No. 001-32360).10.39
    
    Amended and Restated Akorn, Inc. 2003 Stock Option Plan incorporated by reference to Exhibit 10.59 to
Akorn, Inc.s report on Form 10-K filed on March 31, 2005 (Commission file No. 000-13976).10.40
    
    Amended and Restated Employee Stock Purchase Plan incorporated by reference to Exhibit 10.58 to Akorn,
Inc.s Registration Statement on Form S-1 filed May 10, 2005.10.41
    
    Note Repayment Agreement dated May 16, 2005, by and between NeoPharm, Inc. and Akorn, Inc.
incorporated by reference to Exhibit 10.63 to Akorn, Inc.s Registration Statement on Form S-1 filed
on June 14, 2005 (Commission file No. 333-119168).10.42
    
    Solicitation/Contract/Order for
Commercial Items issued by the HHS to Akorn, Inc. on
December 30, 2005 incorporated by reference to Exhibit 10.54 to
Akorn, Inc.'s report on Form 10-K filed March 30, 2006 (Commission
file No. 001-32360).10.43
    
    Executive Employment Agreement dated April 24, 2006 between Akorn, Inc., and Arthur S. Przybyl
incorporated by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed April 28, 2006
(Commission file No. 001-32360).10.44W
    
    Executive Bonus Agreement dated April 27, 2006 between Akorn, Inc., and Arthur S. Przybyl incorporated
by reference to Exhibit 10.2 to Akorn, Inc.s report on Form 8-K filed April 28, 2006 (Commission file
No. 001-32360).10.45W
    
    Executive Bonus Agreement dated April 27, 2006 between Akorn, Inc., and Jeffrey A. Whitnell
incorporated by reference to Exhibit 10.3 to Akorn, Inc.s report on Form 8-K filed April 28, 2006
(Commission file No. 001-32360).10.46
    
    Akorn, Inc. Director Compensation Agreement dated October 26, 2006, incorporated by reference to
Exhibit 10.2 to Akorn, Inc.s report on Form 10-Q filed November 9, 2006 (Commission file No.
001-32360).10.47W
    
    Development and Exclusive Distribution Agreement dated November 7, 2006 between Akorn, Inc. and Serum
Institute of India, Ltd. incorporated by reference to Exhibit 10.1 to Akorn Inc.s report on Form 8-K
filed November 14, 2006 (Commission file No. 001-32360).10.48W
    
    Development Funding Agreement dated November 7, 2006 between Akorn, Inc. and Serum Institute of India,
Ltd. incorporated by reference to Exhibit 10.2 to Akorn Inc.s report on Form 8-K filed November 14,
2006 (Commission file No. 001-32360).10.49
    
    First Amendment to OEM Agreement dated December 8, 2004 between Akorn-Strides, LLC and Strides Arcolab
Limited incorporated by reference to Exhibit 10.2 to Akorn Inc.s report on Form 8-K filed December
12, 2006 (Commission file No. 001-32360).10.50
    
    Second Amendment to OEM Agreement dated December 31, 2004 between Akorn-Strides, LLC and Strides
Arcolab Limited incorporated by reference to Exhibit 10.3 to Akorn Inc.s report on Form 8-K filed
December 12, 2006 (Commission file No. 001-32360).10.51W
    
    Third Amendment to OEM Agreement dated October 26, 2005 between Akorn-Strides, LLC and Strides Arcolab
Limited incorporated by reference to Exhibit 10.4 to Akorn Inc.s report on Form 8-K filed December
12, 2006 (Commission file No. 001-32360).10.52
    
    Fourth Amendment to OEM Agreement dated February 1, 2006 between Akorn-Strides, LLC and Strides
Arcolab Limited incorporated by reference to Exhibit 10.5 to Akorn Inc.s report on Form 8-K filed
December 12, 2006 (Commission file No. 001-32360).10.53W
    
    Fifth Amendment to OEM Agreement dated November 28, 2006 between Akorn-Strides, LLC and Strides
Arcolab Limited incorporated by reference to Exhibit 10.1 to Akorn Inc.s report on Form 8-K filed
December 12, 2006 (Commission file No. 001-32360).
 31




---



##### Table of Contents



Exhibit No.
    
    Description10.54
    
    Office Lease dated December 21, 2006, between Akorn, Inc. and Duke Realty Limited Partnership
incorporated by reference to Exhibit 10.1 to Akorn Inc.s report on Form 8-K filed December 28, 2006
(Commission file No. 001-32360).10.55
    
    Amendment to Credit Agreement dated March 5, 2007 between Akorn, Inc., Bank of America, the financial
institutions party thereto and Akorn (New Jersey), Inc. incorporated by reference to Exhibit 10.1 to
Akorn Inc.s report on Form 8-K filed March 6, 2006 (Commission file No. 001-32360).10.56
    
    Addendum 1 to License and Supply Agreement dated November, 11 2004, between Hameln Pharmaceuticals
Gmbh and Akorn, Inc. incorporated by reference to Exhibit 10.74 to Akorn, Inc.s report on Form 10-K
filed March 16, 2007 (Commission file No. 001-32360).10.57W
    
    Exclusive Distribution Agreement dated March 22, 2007 between Akorn, Inc. and the University of
Massachusetts, as represented by the Massachusetts Biological Laboratories incorporated by reference
to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed March 30, 2007.10.58W
    
    2007 Management Bonus Objectives incorporated by reference to Exhibit 10.1 to Akorn, Inc.s report on
Form 8-K filed April 23, 2007.10.59
    
    Industrial Building Lease dated October 23, 2007 between Akorn, Inc. and CV II Gurnee LLC incorporated
by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed October 29, 2007.10.60W
    
    Exclusive Memorandum of Understanding dated October 24, 2007 between Serum Institute of India Ltd. and
Akorn, Inc., incorporated by reference to Exhibit 10.1 to Akorn, Inc.s report on Form 8-K filed on
October 30, 2007.10.61
    
    First Amendment to Sales and Marketing Agreement dated September 28, 2007, by and among Akorn-Strides,
LLC, and Akorn, Inc., incorporated by reference to Exhibit 10.2 to Akorn, Inc.s report on Form 10-Q
filed November 8, 2007.10.62
    
    Sixth Amendment to OEM Agreement dated September 28, 2007 between Akorn-Strides, LLC and Strides
Arcolab Limited, incorporated by reference to Exhibit 10.3 to Akorn, Inc.s report on Form 10-Q filed
November 8, 2007.10.63W
    
    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, 2008.10.64W
    
    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, 2008.10.65
    
    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, 2008.10.66
    
    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, 2008.10.67
    
    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, 2008.10.68W
    
    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,
incorporated by reference to Exhibit 10.9 to Akorn, Inc.s report on Form 10-Q filed August 8, 2008.10.69W
    
    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,
incorporated by reference to Exhibit 10.10 to Akorn, Inc.s report on Form 10-Q filed August 8, 2008.
 32




---



##### Table of Contents



Exhibit No.
    
    Description10.70
    
    Commitment Letter dated November 2, 2008, by and between Akorn, Inc. and General Electric Capital
Corporation, incorporated by reference to Exhibit 10.1 to Akorn Inc.s report on Form 8-K filed on
November 5, 2008.10.71
    
    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, 2009.10.72W
    
    Letter Agreement dated March 27, 2009 between Akorn, Inc. and Massachusetts Biologic Laboratories of
the University of Massachusetts Medical School.10.73
    
    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,
2009.10.74
    
    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, 2009.10.75
    
    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, 2009.10.76W
    
    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, 2009.10.77W
    
    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, 2009.21.1
    
    Subsidiaries of Akorn, Inc., incorporated by reference to Exhibit 21.1 to Akorn, Inc.s Pre-effective
Amendment to Registration Statement on Form S-1 filed October 13, 2004 (Commission file No.
333-119168).23.1(£)
    
    Consent of Independent Registered Public Accountant.23.2(£)
    
    Consent of Independent Registered Public Accountant.31.1*
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).31.2*
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).32.1*
    
    Certification of the Chief Executive Officer pursuant to 18 USC Section 1350.32.2*
    
    Certification of the Chief Financial Officer pursuant to 18 USC Section 1350.
 33




---



##### Table of Contents



SIGNATURES
  AKORN, INC.By:
    
    JEFFREY A. WHITNELLJeffrey A. WhitnellInterim Chief Executive Officer
   Signature
    
    Title
    
    Date/s/ JEFFREY A. WHITNELL
    
    Interim Chief Executive Officer
    
    April 28, 2009Jeffrey A. Whitnell/s/ JEFFREY A. WHITNELL

Jeffrey A. Whitnell
    
    Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
    
    April 28, 2009/s/ DR. JOHN KAPOOR
    
    Director, Board Chairman
    
    April 28, 2009Dr. John Kapoor/s/ JERRY N. ELLIS
    
    Director
    
    April 28, 2009Jerry N. Ellis/s/ JERRY TREPPEL
    
    Director
    
    April 28, 2009Jerry Treppel/s/ RONALD M. JOHNSON
    
    Director
    
    April 28, 2009Ronald M. Johnson/s/ DR. SUBHASH V. KAPRE
    
    Director
    
    April 28, 2009Dr. Subhash V. Kapre/s/ RANDALL WALL
    
    Director
    
    April 28, 2009Randall Wall
 34