c55487_ex10-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






  CONSULTING AGREEMENT (the “Agreement”),
  dated as of November 3, 2008 between ELITE PHARMACEUTICALS, INC.,
  a Delaware corporation having a principal place of business at 165 Ludlow Avenue,
  Northvale, New Jersey 07467 (the "Company"), and Charan Behl (“Consultant”). 






  INTRODUCTION


     The Company desires to engage Consultant to provide
  consulting services to Elite for Elite’s opioid abuse-resistant product, sustained release opioid product and other such products that Elite may request assistance with
(the “Products”), all as more fully described in Exhibit A hereto.
To accomplish such purposes the Company and Consultant hereby agree as follows: 


  ARTICLE I 

  RETENTION: TERM: DUTIES


       1.1     Retention of Consultant; Term.
  The Company hereby retains the services of Consultant, and Consultant hereby
  agrees to render services to the Company, all in accordance with the terms
  and conditions hereof, for a term (the “Term”) commencing on October
  3, 2008 and terminating at such time as the Company shall notify Consultant
in writing pursuant to Section 3.1 below.


       1.2     Duties.
  During the Term, Consultant shall perform such consulting services for the
  Company, its subsidiaries and affiliates as may be required and assigned by
  the Company. These services shall include by way of illustration and not limitation
  include assistance in development and execution of Elite’s regulatory
  and clinical program to assist in development of the Products and such other
  services as the Company shall request in writing from time to time. The parties
  acknowledge and agree that the services shall be performed by Consultant,
in accordance with applicable law. Consultant shall provide the services hereunder in a diligent and professional manner in accordance with generally accepted industry standards.  The services of Consultant hereunder
shall be performed at the applicable rate set forth in Section 2.1 hereof. Consultant shall provide the Company with progress reports with respect to the services rendered hereunder in reasonable detail on a periodic basis and as otherwise requested
by the Company.


       1.3     No Conflict.
  Consultant represents and warrants to the Company that he is free to be engaged
  by the Company upon the terms contained in this Agreement and that there are
  no consulting agreements, employment contracts, restrictive covenants or other
  agreements or fiduciary obligations preventing or interfering with in any manner
whatsoever the full performance of Consultant’s duties hereunder.


       1.4     Relationship of Parties. The Company and Consultant acknowledge and agree that Consultant is an
independent contractor and not an employee of, or joint venturer or partner with, the Company.  Consultant will not be entitled to any of the Company's employee benefits (including without
limitation, pension, insurance, disability, overtime premium, vacation plans, and the like) and will not have any right to make commitments to third parties on behalf of the Company unless specifically authorized in writing by the Company.
Consultant shall be solely 













  responsible for all obligations and reports covering
  Social Security, Unemployment Insurance, Workers’ Compensation, Income
  Tax and other reports and deductions required by any applicable Federal, state
or local law with respect to the services provided hereunder by Consultant. 


       1.5     Legal Compliance. Consultant will comply with all applicable governmental laws, ordinances, rules and regulations applicable to the
performance of the services hereunder. 


  ARTICLE II 

  COMPENSATION


       2.1      Compensation.
  For all services rendered by Consultant hereunder and all covenants and obligations
  undertaken by him pursuant to this Agreement, Consultant shall be compensated
  at the rate of $200 per hour, payable monthly and upon presentation of an invoice itemized by days worked; provided, however, that, in no event shall Consultant be
entitled to compensation of more than $10,000.00 in any month, unless Consultant
has obtained the prior written authorization of the Company. Consultant shall
keep and shall cause to be kept detailed monthly time sheets and is responsible
for submitting such records to Company. All invoices hereunder shall be submitted
by Consultant to the Company at the address set forth at the head of this Agreement.
This is no required minimum amount of services to be performed under this Agreement
and all services to be performed by the Consultant hereunder shall be solely
in response to a request for such services by the Company.


       2.2      Expenses. Upon presentation of a written itemized account thereof with related receipts, the Company shall
from time to time pay to or reimburse Consultant for the reasonable and necessary travel expenses incurred by Consultant in connection with the performance of his duties hereunder, which travel expenses have been approved in writing in advance by
the Company. 


  ARTICLE III 

  TERMINATION


       3.1      Term; Termination. Both the Company and the Consultant shall be entitled to terminate this Agreement immediately upon written notice to
Consultant for any reason. Sections 1.3, 1.4, 1.5, Article 4 and Article 5 shall survive the termination or expiration of this Agreement.  Upon termination or expiration of this Agreement, the Company shall not have any further obligations to the
Consultant hereunder. 


       3.2      Continued Cooperation.
  Consultant shall, during and after the expiration or termination of this Agreement
  for any reason, at Company’s sole expense, provide
such reasonable cooperation as is requested by Company with respect to any internal or external agency or legal investigation (whether conducted by the Food and Drug Administration (“FDA”), the Securities Exchange Commission (the
“SEC”) or otherwise), lawsuits, financial reports, or with respect to other matters within Consultant’s
knowledge, responsibilities or purview, upon reasonable notice. Consultant shall
execute all lawful documents reasonably necessary for Company to secure or maintain
any Confidential Information (as defined below). 


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        3.3      Return of Documents and Property.
  Upon the expiration or termination of this Agreement, or upon the earlier request
  of the Company, Consultant and his legal or personal representatives will promptly
  return to the Company any and all information, documents or other materials
  relating to or containing Confidential Information which are, and any and all
  other property of the Company which is, in Consultant’s possession, care or control, regardless of whether such materials were created or prepared by Consultant, and regardless of the form of, or medium containing, such information, documents, including without limitation, all Company
computers and hard drives, all computer files (whether or not such files are stored on Consultant’s personal computers),  keys and any other physical property of Company.  A breach of the foregoing obligations by any of Consultant’s
representatives is deemed to be a breach by Consultant.


  ARTICLE IV 

NON-DISCLOSURE AND NON-COMPETITION


       4.1      Non-Disclosure.
  Consultant acknowledges that, in performing his services hereunder, he will
  be exposed to certain confidential and proprietary information of the Company.
  Consultant shall not disclose or furnish to any other person, firm or corporation,
  or utilize for his or their own benefit any Confidential Information. For purposes
  of this Agreement “Confidential
Information is defined as (a) any information relating to any confidential process,
  technique or procedure used by the Company, its subsidiaries and affiliates,
  including, but not limited to, any patents and designs, projections, procedures,
  formulae, processes, techniques, methodologies, business, financial or organizational
  or administrative information, personnel material and product, marketing or
  sales data; (b) the identity of any products or compounds that are the subject
  of research, development, commercialization or manufacture by the Company,
  including the progress or status of any such research or development efforts
  Company; or (c) any information of a confidential nature obtained as a result
  of any prior, present or future relationship with the Company, its subsidiaries
  or affiliates; (d) any trade secrets of the Company, its subsidiaries or affiliates;
  or (e) the name, address or other information relating to any customer or supplier
  of the Company, its subsidiaries or affiliates. It is further provided that
  the foregoing provisions shall not apply to any information that Consultant
can document by clear and convincing evidence: 


	
    (a)        	
is now public knowledge or which hereafter becomes public knowledge through no fault of Consultant;
  
	 
	
    (b)        	
is properly provided to Consultant without violation of an obligation owed to the Company by an independent third party; or
  
	 
	
    (c)        	
was already in the Consultant’s
    possession at the time of receipt from the Company.
  
	 





  Consultant shall use best efforts to preserve and safeguard the Confidential Information.


       4.2      Non-Solicitation; Non-Competition. Consultant agrees that during the Term of this Agreement and for a
period of one year thereafter, he will not, in any manner, directly or indirectly  (a) be employed for the purposes of, engaged in or participate in the ownership,


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  management, operation or control of, or act in any advisory, expert or other capacity for, the development of any products, projects or development efforts which compete with the products, projects or development efforts of the
Company, its subsidiaries or affiliates, including but not limited to, any product substantially similar to or otherwise competing with the Products hereunder; (b) solicit or divert any business or any customer from the Company, its subsidiaries or
affiliates or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Company, its subsidiaries or affiliates or
assist any person, firm or corporation in doing so; or (d) solicit or divert any employee from the Company, its subsidiaries or affiliates or assist any person, firm or corporation in doing so. 


       4.3      Securities Laws.
  Consultant acknowledges that he is aware that the United States securities
  laws (“Securities Laws”) prohibit Consultant and any person or entity
  who has received material non-public information about the Company from purchasing
  or selling securities of the Company or from communicating such information
  to any other person under circumstances in which it is reasonably foreseeable
  that such person is likely to purchase or sell such securities in reliance
  on such information. Consultant shall not do or perform any act in violation
of any Securities Laws or other applicable securities law. 


       4.4      No Granting of License. Nothing herein contained is intended or shall be interpreted as (i) granting or
creating any right or license in or to Consultant with respect to any patent rights, copyrights, trademarks, trade secretes, or other intellectual property or proprietary rights owned or controlled by the Company, or (ii) waiving or relinquishing
any rights of enforcement that the Company may have with respect to patent, copyright, trademark, trade secrets, or other intellectual or other proprietary infringement or misappropriation.


       4.5      Inventions. All
  data, results, ideas, discoveries, inventions, reports, or other works of authorship
  (including, without limitation, any derivative works) that are or may be patentable
  or subject to copyright and that may be made, authored, discovered or otherwise
  conceived or invented by Consultant, as a result of performing the services
  hereunder, whether alone or in conjunction with others (collectively, the “Inventions”),
  and all right, title and interest in and to such Inventions throughout the
  world, shall be deemed a “work made for hire” (as such term is
defined in Title 17 United States Code Section 101) and shall be the sole and
  exclusive property of the Company. To the extent any right, title or interest
  in or to such Inventions by operation of law or otherwise belong to Consultant,
  such Inventions shall be deemed assigned upon discovery, conception or creation
  to the Company and shall become the sole and exclusive property of the Company,
  without any further act of Consultant. Consultant agrees to treat all such
  Inventions as Company’s
Confidential Information hereunder. Consultant shall promptly communicate to
Company, without publishing same, any Inventions and all available information
relating to any Inventions (with all necessary plans and models).


       Consultant shall assist, the Company in perfecting its ownership rights in Inventions and obtaining, maintaining and defending any such Inventions.  Consultant will, at the request of Company, execute
and perform all such deeds, documents, acts and things as Company and its duly authorized agents may deem necessary or desirable to, among other things: (a) apply for, obtain and vest solely in the name of Company, letters patent, copyrights,
trademark


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  registrations or other analogous protection in
  any country throughout the world and when so obtained or vested to renew, extend
  and restore the same; and (b) defend any opposition proceedings in respect
  of such applications and any opposition proceedings or petitions or applications
  for revocation or cancellation of such letters patent, copyright, trademark
  registration or other analogous protection. In the event that Company is unable,
  after reasonable effort, to secure Consultant’s signature on any application, assignment, or other document or instrument relating to letters patent, copyright, trademark or other analogous protection relating to a Invention, whether because of the physical or mental incapacity
of Consultant or for any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and each of its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant’s
behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters patent,
copyright, trademark or other analogous protection thereon with the same legal
force and effect as if executed by Consultant. 


       4.6      Indemnity Obligations.
  Company agrees to indemnify and hold Consultant harmless from and against any
  and all claims, demands, liabilities, damages, costs, and expenses (including,
  without limitation, reasonable attorneys’ fees) made against Consultant resulting from Consultant’s duties hereunder, except where such claims, demands,
liabilities, damages, costs, or expenses result from Consultant’s gross negligence, willful misconduct, or reckless actions.  Consultant agrees to indemnify and hold the Company harmless from and against any and all claims, demands,
liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees) made against the Company resulting from Consultant’s
gross negligence, willful misconduct or reckless actions. 


       4.7      Breach of Provisions. If Consultant and/or any of his agents or representatives breaches any of the
provisions of this Article 4 in addition to and without limiting any other remedies available to the Company at law or in equity, the Company shall be entitled to immediate equitable relief in the form of an injunction in any court to restrain any
such breach or threatened breach and to enforce the provisions of this Article 4 and such other relief as the court may determine to be necessary, reasonable or proper. Consultant acknowledges and agrees that there is no adequate remedy at law for
any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, Consultant shall not use as a defense thereto that there is an adequate remedy at law. 


  ARTICLE V 

  MISCELLANEOUS


       5.1      Assignment. The rights and obligations of Consultant under this Agreement may not be assigned or delegated
by Consultant without the prior written consent of the Company. 


       5.2      Binding Effect. This Agreement shall extend to and be binding upon Consultant, his successors, permitted
assigns, heirs and legal representatives, and shall inure to the benefit of the Company, its successors and assigns. 


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       5.3      Notices. Any notice required or permitted to be given under this Agreement to either party shall be
sufficient if in writing and if sent by Federal Express or other similar express courier service, to the address of such party set forth above, or to such other address as such party may hereafter designate by a notice given to the other party in
the manner provided in this Section. 


       5.4      Waiver. A waiver by a party hereto of a breach of any term,
covenant or condition of this Agreement by the other party hereto shall not operate or be construed as a waiver of any other or subsequent breach by such party of the same or any other term, covenant or condition hereof. 


       5.5      Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the
subject matter hereof and no waiver, modification, change or amendment of any of its provisions shall be valid unless in writing and signed by the party against whom such claimed waiver, modification, change or amendment is sought to be enforced.
This Agreement supersedes all prior understandings, whether oral or written, between the Consultant and the Company.


       5.6      Authority.
  The parties each represent and warrant that they have the power, authority and right to enter into this Agreement and to carry out and perform the terms, covenants and conditions hereof. 


       5.7      Applicable Law; Choice of Forum. This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of New Jersey without giving effect to principles relating to conflicts of law. Any legal action or proceeding filed in connection with this Agreement shall be filed in a forum in the State of New Jersey. The parties
hereby consent to the sole and exclusive jurisdiction of the courts in the State of New Jersey and agree not to raise any defense or make any argument that the pendency of any legal action or proceeding in such courts is inconvenient. 


       5.8      Severability. In the event that any of the provisions of this Agreement, or any portion thereof, shall be
held to be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not be affected or impaired but shall remain in full force and effect. 


  * * *


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 

	 	ELITE PHARMACEUTICALS,
    INC.	 
	 	 	 	   
	 	 	 	   
	 	By:	 	 
	 	 	Bernard
    J. Berk	
                     
	 	 	Chief
    Executive Officer	   
	 	 	 	   
	 	 	 	   
	 	 	 	   
	 	 	
                   
	 	Charan Behl	 
















  SCHEDULE A


  Consulting and advisory services on technical and business matters that include but are not limited to formulation, scale up, regulatory and clinical support of pharmaceutical products and technologies being developed or evaluated
by the Company, its subsidiaries or affiliates, solely on an as-requested by the Company basis.