EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "AGREEMENT")  is made and
entered into as of July 17, 2007 among Elite  Pharmaceuticals,  Inc., a Delaware
corporation (the "COMPANY"),  and the several purchasers  signatory hereto (each
such purchaser is a "PURCHASER" and collectively, the "PURCHASERS").

               This  Agreement  is  made  pursuant  to the  Securities  Purchase
Agreement,  dated as of the date hereof  between the Company and each  Purchaser
(the "PURCHASE AGREEMENT").

               The Company and each Purchaser hereby agrees as follows:

        1. DEFINITIONS.  Capitalized terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

                  "ADVICE" shall have the meaning set forth in Section 6(c).

                  "EFFECTIVENESS  DATE"  means,  with  respect  to  the  Initial
         Registration  Statement  required  to be  filed  hereunder,  the  120th
         calendar day following  the date hereof (the 150th  calendar day in the
         case of a "full review" by the  Commission of the Initial  Registration
         Statement),  and with respect to any additional Registration Statements
         which may be required  pursuant to Section 3(c),  the 60th calendar day
         following  the date on which an  additional  Registration  Statement is
         required to be filed  hereunder;  PROVIDED,  HOWEVER,  in the event the
         Company  is  notified  by  the   Commission   that  one  of  the  above
         Registration Statements will not be reviewed or is no longer subject to
         further  review  and  comments,  the  Effectiveness  Date  as  to  such
         Registration  Statement  shall be the tenth  Trading Day  following the
         date on which the  Company is so  notified  if such date  precedes  the
         dates required above.

                  "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in
         Section 2(a).

                  "EVENT" shall have the meaning set forth in Section 2(b).

                  "EVENT DATE" shall have the meaning set forth in Section 2(b).

                  "FILING DATE" means, with respect to the Initial  Registration
         Statement required hereunder,  the 30th calendar day following the date
         hereof and,  with  respect to any  additional  Registration  Statements
         which may be required  pursuant to Section 3(c), the 30th day following
         the date on which the Company is  permitted by the SEC Guidance to file
         such  additional  Registration  Statement  related  to the  Registrable
         Securities.

                  "HOLDER" or "HOLDERS" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.


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                  "INDEMNIFIED  PARTY"  shall  have  the  meaning  set  forth in
         Section 5(c).

                  "INDEMNIFYING  PARTY"  shall  have the  meaning  set  forth in
         Section 5(c).

                  "INITIAL    REGISTRATION    STATEMENT"   means   the   initial
         Registration Statement filed pursuant to this Agreement.

                  "LOSSES" shall have the meaning set forth in Section 5(a).

                  "PLAN OF  DISTRIBUTION"  shall have the  meaning  set forth in
         Section 2(a).

                   "PROSPECTUS" means the prospectus  included in a Registration
         Statement  (including,  without limitation,  a prospectus that includes
         any information  previously  omitted from a prospectus filed as part of
         an  effective   registration  statement  in  reliance  upon  Rule  430A
         promulgated  under the Securities  Act), as amended or  supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the  Registrable  Securities  covered by a  Registration
         Statement,  and all other amendments and supplements to the Prospectus,
         including post-effective  amendments,  and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                   "REGISTRABLE  SECURITIES"  means, as of the date in question,
         (i) all of the shares of Common Stock issuable upon  conversion in full
         of the  shares of  Preferred  Stock,  (ii) all  shares of Common  Stock
         issuable as  dividends  on the  Preferred  Stock  assuming all dividend
         payments are made in shares of Common Stock and the Preferred  Stock is
         held for at least 5 years,  (iii) all shares of Common  Stock  issuable
         upon the occurrence of a Non-Cash Redemption Triggering Event, (iv) all
         Warrant Shares,  (v) any additional  shares issuable in connection with
         any  anti-dilution  provisions  associated with the Preferred Stock and
         Warrants (in each case,  without  giving effect to any  limitations  on
         conversion  set forth in the  Certificate of Designation or limitations
         on exercise set forth in the Warrant) and (vi) any securities issued or
         issuable  upon  any  stock  split,   dividend  or  other  distribution,
         recapitalization  or  similar  event  with  respect  to the  foregoing.
         Notwithstanding the foregoing, Registrable Securities shall not include
         any  securities  (i)  eligible to be sold into the public  market under
         Rule 144(k)  promulgated  under the  Securities  Act (or any  successor
         rule),  (ii) sold by a person to the public  pursuant to Rule 144 under
         the Securities Act (or any successor  rule),  (iii) sold by a person to
         the  public  pursuant  to  a  registration   statement   including  the
         registration  statement filed pursuant to the Agreement or (iv) sold in
         a transaction  in which the  registration  rights of this Agreement are
         not transferred.

                   "REGISTRATION  STATEMENT" means the  registration  statements
         required  to  be  filed  hereunder  and  any  additional   registration
         statements  contemplated by Section 3(c),  including (in each case) the
         Prospectus,  amendments and supplements to such registration  statement
         or  Prospectus,  including  pre-  and  post-effective  amendments,  all
         exhibits thereto, and all material  incorporated by reference or deemed
         to be incorporated by reference in such registration statement.


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<PAGE>

                  "RULE  415"  means  Rule  415  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "RULE  424"  means  Rule  424  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission  having  substantially  the same  purpose and effect as such
         Rule.

                  "SELLING SHAREHOLDER QUESTIONNAIRE" shall have the meaning set
         forth in Section 3(a).

                  "SEC  GUIDANCE"  means (i) any  publicly-available  written or
         oral  guidance,  comments,  requirements  or requests of the Commission
         staff and (ii) the Securities Act.

         2.       SHELF REGISTRATION.

                  (a) On or prior to each Filing Date, the Company shall prepare
         and file with the Commission a "Shelf" Registration  Statement covering
         the  resale  of  all or  such  portion  as  permitted  by SEC  Guidance
         (provided that, the Company shall use commercially  reasonable  efforts
         to advocate  with the  Commission  for the  registration  of all of the
         Registrable  Securities) of the  Registrable  Securities on such Filing
         Date  that  are  not  then  registered  on  an  effective  Registration
         Statement for an offering to be made on a continuous  basis pursuant to
         Rule 415. The  Registration  Statement  shall be on Form S-3 (except if
         the Company is not then eligible to register for resale the Registrable
         Securities  on Form S-3,  in which case such  registration  shall be on
         another  appropriate  form in  accordance  herewith)  and shall contain
         (unless  otherwise  directed  by at least a majority in interest of the
         Holders)  substantially  the "PLAN OF DISTRIBUTION"  attached hereto as
         ANNEX A (as  modified by the Company and  acceptable  to the Holders as
         necessary to the respond to comments from the  Commission).  Subject to
         the terms of this  Agreement,  the Company  shall use its  commercially
         reasonable  efforts to cause a  Registration  Statement  to be declared
         effective  under the  Securities  Act as promptly as possible after the
         filing thereof, but in any event prior to the applicable  Effectiveness
         Date, and shall use its  commercially  reasonable  efforts to keep such
         Registration  Statement continuously effective under the Securities Act
         until all Registrable Securities covered by such Registration Statement
         have been sold, or may be sold without volume restrictions  pursuant to
         Rule 144(k),  as determined by the counsel to the Company pursuant to a
         written opinion letter to such effect,  addressed and acceptable to the
         Company's  transfer agent and the affected Holders (the  "EFFECTIVENESS
         PERIOD").  The Company shall notify the Holders via facsimile or e-mail
         of the effectiveness of a Registration Statement within one Trading Day
         of  the  time  that  the  Company  confirms   effectiveness   with  the
         Commission,  which shall be the date requested for  effectiveness  of a
         Registration Statement.  The Company shall file a final Prospectus with
         the Commission as required by Rule 424.


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<PAGE>

                  (b) Notwithstanding any other provision of this Agreement,  if
         any SEC Guidance sets forth a limitation  of the number of  Registrable
         Securities to be registered on a particular Registration Statement (and
         notwithstanding that that Company used commercially  reasonable efforts
         to  advocate  with  the  Commission  for the  registration  of all or a
         greater number of Registrable Securities), unless otherwise directed in
         writing  by a Holder as to its  Registrable  Securities,  the number of
         Registrable  Securities to be registered on such Registration Statement
         will first be reduced by Registrable  Securities represented by Warrant
         Shares  (applied,   in  the  case  that  some  Warrant  Shares  may  be
         registered,  to the  Holders  on a pro rata  basis  based on the  total
         number of  unregistered  Warrant Shares held by such Holders on a fully
         diluted  basis),  and second by Registrable  Securities  represented by
         shares of Common  Stock  into  which  Series C  Preferred  Stock may be
         converted  ("SHARES")  (applied,   in  the  case  that  Shares  may  be
         registered,  to the  Holders  on a pro rata  basis  based on the  total
         number of unregistered Shares held by such Holders).

                  (c) If: (i) the Initial Registration Statement is not filed on
         or prior to its Filing Date, or (ii) as to, in the aggregate  among all
         Holders on a pro-rata  basis  based on their  purchase of the shares of
         Series C Preferred Stock pursuant to the Purchase Agreement,  7,000,000
         of the  Registrable  Securities,  subject to adjustment  for reverse or
         forward  stock  splits  and   reclassifications  of  the  Common  Stock
         (collectively,   the  "INITIAL  SHARES"),   a  Registration   Statement
         registering  for  resale  all of the  Initial  Shares  is not  declared
         effective by the  Commission by the  Effectiveness  Date of the Initial
         Registration  Statement,  or (iii) all of the  Registrable  Securities,
         other than the Initial Shares are not registered for resale pursuant to
         one or more effective Registration Statements on or before February 28,
         2008, (any such failure or breach being referred to as an "EVENT",  and
         the date on which  such  Event  occurs,  the "EVENT  DATE"),  then,  in
         addition to any other  rights the Holders may have  hereunder  or under
         applicable law, on each such Event Date and on each monthly anniversary
         of each such Event Date (if the  applicable  Event  shall not have been
         cured by such date) until the  applicable  Event is cured,  the Company
         shall  pay to each  Holder an amount  in cash,  as  partial  liquidated
         damages and not as a penalty,  equal to 1.5% of the aggregate  purchase
         price paid by such Holder  pursuant to the Purchase  Agreement  for any
         unregistered   Registrable   Securities   then  held  by  such   Holder
         (calculated as if all convertible securities had been fully converted).
         The  parties  agree  that  (1) the  Company  shall  not be  liable  for
         liquidated damages under this Agreement with respect to any Warrants or
         Warrant  Shares,  (2) in no event  shall  the  Company  be  liable  for
         liquidated  damages  under  this  Agreement  in  excess  of 1.5% of the
         aggregate  Subscription  Amount of the Holders in any 30-day period and
         (3) the maximum aggregate  liquidated damages payable to a Holder under
         this Agreement shall be 15% of the aggregate  Subscription  Amount paid
         by such Holder pursuant to the Purchase Agreement.

         3. REGISTRATION PROCEDURES.

               In  connection  with  the  Company's   registration   obligations
hereunder, the Company shall:


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<PAGE>

                  (a) Not less than five  Trading  Days  prior to the  filing of
         each Registration  Statement and not less than one Trading Day prior to
         the filing of any related  Prospectus  or any  amendment or  supplement
         thereto (including any document that would be incorporated or deemed to
         be incorporated  therein by reference),  the Company shall, (i) furnish
         to each Holder that has requested,  in writing, such documents prior to
         the Filing  Date,  copies of all such  documents  proposed to be filed,
         which  documents  (other  than  those  incorporated  or  deemed  to  be
         incorporated  by  reference)  will be  subject  to the  review  of such
         Holders,  and (ii)  cause  its  officers  and  directors,  counsel  and
         independent  certified public  accountants to respond to such inquiries
         as shall be necessary,  in the reasonable opinion of respective counsel
         to each Holder to conduct a reasonable investigation within the meaning
         of the  Securities  Act.  The  Company  shall  not file a  Registration
         Statement  or any such  Prospectus  or any  amendments  or  supplements
         thereto which the Holders of a majority of the  Registrable  Securities
         shall  reasonably  object in good faith,  provided  that the Company is
         notified of such  objection in writing no later than three Trading Days
         after the  Holders  have  been so  furnished  copies of a  Registration
         Statement  or one Trading Day after the Holders  have been so furnished
         copies of any related Prospectus or amendments or supplements  thereto.
         Each Holder agrees to furnish to the Company a completed  Questionnaire
         in  the  form  attached  to  this  Agreement  as  Annex  B (a  "SELLING
         SHAREHOLDER  QUESTIONNAIRE")  not less than three Trading Days prior to
         the Filing Date or by the end of the third  Trading Day  following  the
         date on which such Holder  receives draft  materials in accordance with
         this Section.

                  (b) (i) Prepare and file with the Commission such  amendments,
         including  post-effective  amendments,  to a Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         a Registration  Statement  continuously  effective as to the applicable
         Registrable  Securities  for the  Effectiveness  Period and prepare and
         file with the Commission  such  additional  Registration  Statements in
         order to  register  for  resale  under  the  Securities  Act all of the
         Registrable  Securities  (subject to the permitted blackout periods set
         forth in Section 2(b)); (ii) cause the related Prospectus to be amended
         or supplemented by any required  Prospectus  supplement (subject to the
         terms of this Agreement), and as so supplemented or amended to be filed
         pursuant to Rule 424; (iii) respond as promptly as reasonably  possible
         to  any  comments  received  from  the  Commission  with  respect  to a
         Registration  Statement  or any  amendment  thereto  and as promptly as
         reasonably   possible   provide  true  and   complete   copies  of  all
         correspondence  from and to the  Commission  relating to a Registration
         Statement  to all  Holders  who  request  such  information  in writing
         (provided that the Company may excise any information contained therein
         which would constitute material non-public information as to any Holder
         which has not executed a  confidentiality  agreement with the Company);
         and (iv) comply in all material  respects  with the  provisions  of the
         Securities Act and the Exchange Act with respect to the  disposition of
         all Registrable  Securities covered by a Registration  Statement during
         the  applicable  period  in  accordance  (subject  to the terms of this
         Agreement)  with the  intended  methods of  disposition  by the Holders
         thereof set forth in such  Registration  Statement  as so amended or in
         such Prospectus as so supplemented.


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<PAGE>

                  (c)  If  during  the  Effectiveness   Period,  the  number  of
         Registrable Securities at any time exceeds 100% of the number of shares
         of Common Stock then registered in a Registration  Statement,  then the
         Company shall file as soon as reasonably  practicable,  but in any case
         prior  to  the  applicable  Filing  Date,  an  additional  Registration
         Statement  covering  the  resale  by the  Holders  of not less than the
         number of such Registrable Securities.

                  (d) Notify the Holders of  Registrable  Securities  to be sold
         (which notice shall,  pursuant to clauses (iii) through (vi) hereof, be
         accompanied  by an  instruction  to suspend  the use of the  Prospectus
         until the  requisite  changes have been made) as promptly as reasonably
         possible  (and, in the case of (i)(A) below,  not less than one Trading
         Day prior to such filing) and (if requested by any such Person) confirm
         such notice in writing no later than one Trading Day  following the day
         (i)(A) when a Prospectus or any Prospectus supplement or post-effective
         amendment to a Registration Statement is proposed to be filed; (B) when
         the Commission notifies the Company whether there will be a "review" of
         such  Registration  Statement and whenever the  Commission  comments in
         writing  on such  Registration  Statement;  and (C) with  respect  to a
         Registration Statement or any post-effective  amendment,  when the same
         has become  effective;  (ii) of any  request by the  Commission  or any
         other  Federal  or  state  governmental  authority  for  amendments  or
         supplements to a Registration Statement or Prospectus or for additional
         information;  (iii) of the  issuance  by the  Commission  or any  other
         federal or state  governmental  authority of any stop order  suspending
         the  effectiveness of a Registration  Statement  covering any or all of
         the  Registrable  Securities or the initiation of any  Proceedings  for
         that  purpose;  (iv) of the receipt by the Company of any  notification
         with respect to the suspension of the  qualification  or exemption from
         qualification  of any of the  Registrable  Securities  for  sale in any
         jurisdiction,  or the  initiation or  threatening of any Proceeding for
         such  purpose;  (v) of the  occurrence  of any event or passage of time
         that  makes  the  financial   statements  included  in  a  Registration
         Statement  ineligible for inclusion  therein or any statement made in a
         Registration  Statement or Prospectus or any document  incorporated  or
         deemed to be incorporated  therein by reference  untrue in any material
         respect or that  requires any  revisions to a  Registration  Statement,
         Prospectus or other  documents so that,  in the case of a  Registration
         Statement  or the  Prospectus,  as the case may be, it will not contain
         any untrue  statement of a material  fact or omit to state any material
         fact required to be stated  therein or necessary to make the statements
         therein,  in light of the circumstances under which they were made, not
         misleading;  and  (vi)  the  occurrence  or  existence  of any  pending
         corporate  development  with  respect to the  Company  that the Company
         believes may be material and that, in the determination of the Company,
         makes it not in the best  interest  of the  Company to allow  continued
         availability of a Registration  Statement or Prospectus;  provided that
         any and all of  such  information  shall  remain  confidential  to each
         Holder  until  such  information   otherwise  becomes  public,   unless
         disclosure  by  a  Holder  is  required  by  law;  PROVIDED,   FURTHER,
         notwithstanding  each  Holder's  agreement  to  keep  such  information
         confidential,  the  Holders  make  no  acknowledgement  that  any  such
         information is material, non-public information.

                  (e) Use its  commercially  reasonable  efforts  to  avoid  the
         issuance  of, or, if issued,  obtain  the  withdrawal  of (i) any order
         suspending the effectiveness of a



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         Registration Statement, or (ii) any suspension of the qualification (or
         exemption from qualification) of any of the Registrable  Securities for
         sale in any jurisdiction, at the earliest practicable moment.

                  (f) Furnish to each Holder upon its written  request,  without
         charge, at least one conformed copy of each such Registration Statement
         and  each  amendment  thereto,   including  financial   statements  and
         schedules,  all  documents  incorporated  or deemed to be  incorporated
         therein by  reference to the extent  requested by such Person,  and all
         exhibits  to the  extent  requested  by such  Person  (including  those
         previously  furnished or incorporated by reference)  promptly after the
         filing of such documents with the Commission.

                  (g) Subject to the terms of this Agreement, the Company hereby
         consents to the use of such Prospectus and each amendment or supplement
         thereto by each of the selling  Holders in connection with the offering
         and sale of the Registrable  Securities  covered by such Prospectus and
         any  amendment or  supplement  thereto,  except after the giving of any
         notice pursuant to Section 3(d).

                  (h) If NASDR Rule 2710  requires any  broker-dealer  to make a
         filing  prior to  executing a sale by a Holder,  the Company  shall (i)
         make  an  Issuer  Filing  with  the  NASDR,  Inc.  Corporate  Financing
         Department  pursuant to  proposed  NASDR Rule  2710(b)(10)(A)(i),  (ii)
         respond within five Trading Days to any comments received from NASDR in
         connection therewith,  unless compliance would require a longer period,
         then the end of such  period,  and (iii) pay the filing fee required in
         connection therewith.

                  (i) Prior to any resale of Registrable Securities by a Holder,
         use its  commercially  reasonable  efforts  to  register  or qualify or
         cooperate with the selling Holders in connection with the  registration
         or qualification  (or exemption from the Registration or qualification)
         of such  Registrable  Securities for the resale by the Holder under the
         securities  or Blue Sky laws of such  jurisdictions  within  the United
         States as any  Holder  reasonably  requests  in  writing,  to keep each
         registration or qualification (or exemption therefrom) effective during
         the  Effectiveness  Period  and to do any and all other  acts or things
         reasonably necessary to enable the disposition in such jurisdictions of
         the  Registrable  Securities  covered by each  Registration  Statement;
         provided,  that the Company shall not be required to qualify  generally
         to do business in any  jurisdiction  where it is not then so qualified,
         subject the Company to any material tax in any such jurisdiction  where
         it is not then so  subject  or file a general  consent  to  service  of
         process in any such jurisdiction.

                  (j) If requested by the Holders, cooperate with the Holders to
         facilitate  the  timely   preparation   and  delivery  of  certificates
         representing  Registrable  Securities  to be  delivered to a transferee
         pursuant to a Registration Statement, which certificates shall be free,
         to the extent permitted by the Purchase  Agreement,  of all restrictive
         legends,  and to  enable  such  Registrable  Securities  to be in  such
         denominations  and  registered  in such names as any such  Holders  may
         request.



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<PAGE>

                  (k) Upon the  occurrence  of any  event  contemplated  by this
         Section 3, as promptly as reasonably  possible under the  circumstances
         taking into account the Company's good faith  assessment of any adverse
         consequences  to the  Company  and its  stockholders  of the  premature
         disclosure of such event, prepare a supplement or amendment,  including
         a post-effective amendment, to a Registration Statement or a supplement
         to the related Prospectus or any document  incorporated or deemed to be
         incorporated therein by reference, and file any other required document
         so that, as thereafter delivered,  neither a Registration Statement nor
         such Prospectus will contain an untrue  statement of a material fact or
         omit to  state  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not  misleading.  Upon the  Notification by
         the Company to the Holders in  accordance  with clauses  (iii)  through
         (vi) of Section 3(d) above to suspend the use of any  Prospectus  until
         the requisite  changes to such  Prospectus  have been made, the Holders
         shall  suspend  use of  such  Prospectus.  The  Company  will  use  its
         commercially   reasonable  efforts  to  ensure  that  the  use  of  the
         Prospectus  may be resumed as promptly as is  practicable.  The Company
         shall be  entitled to exercise  its right  under this  Section  3(k) to
         suspend the availability of a Registration Statement and Prospectus for
         a period not to exceed 90 calendar days (which need not be  consecutive
         days) in any 12 month period.

                  (l) Comply with all  applicable  rules and  regulations of the
         Commission.

                  (m) The Company may require each selling  Holder to furnish to
         the Company a certified  statement as to the number of shares of Common
         Stock  beneficially  owned  by such  Holder  and,  if  required  by the
         Commission,   the  natural   persons   thereof  that  have  voting  and
         dispositive  control  over the  Shares.  During  any  periods  that the
         Company is unable to meet its obligations hereunder with respect to the
         registration  of the Registrable  Securities  solely because any Holder
         fails to furnish  such  information  within  three  Trading Days of the
         Company's  request,  any  liquidated  damages that are accruing at such
         time as to such  Holder  only  shall be tolled  and any Event  that may
         otherwise  occur solely  because of such delay shall be suspended as to
         such Holder only,  until such  information is delivered to the Company.
         The Company may file or refile any Registration  Statement or amendment
         thereto  without  including the  Registrable  Securities of such Holder
         until and unless the Holder provides the required information.

                  (n) If requested by a Holder, the Company shall (i) as soon as
         practicable  incorporate in a prospectus  supplement or  post-effective
         amendment  such  information as an Investor  reasonably  requests to be
         included  therein  relating to the sale and distribution of Registrable
         Securities, including, without limitation,  information with respect to
         the  number  of  Registrable  Securities  being  offered  or sold,  the
         purchase  price being paid therefor and any other terms of the offering
         of the Registrable Securities to be sold in such offering; (ii) as soon
         as practicable make all required filings of such prospectus  supplement
         or  post-effective  amendment after being notified of the matters to be
         incorporated in such prospectus supplement or post-effective amendment;
         and (iii) as soon as practicable,  supplement or make amendments to any
         Registration  Statement if reasonably requested by a Holder holding any
         Registrable Securities.


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<PAGE>

                  4.  REGISTRATION  EXPENSES.  All fees and expenses incident to
         the  performance  of or compliance  with this  Agreement by the Company
         shall be borne by the Company whether or not any Registrable Securities
         are sold pursuant to a  Registration  Statement.  The fees and expenses
         referred  to  in  the  foregoing   sentence  shall   include,   without
         limitation,  (i) all registration  and filing fees (including,  without
         limitation,  fees and expenses (A) with respect to filings  required to
         be made  with any  Trading  Market on which  the  Common  Stock is then
         listed for trading,  (B) in compliance with applicable state securities
         or Blue  Sky  laws  reasonably  agreed  to by the  Company  in  writing
         (including,  without limitation,  fees and disbursements of counsel for
         the Company in connection with Blue Sky qualifications or exemptions of
         the  Registrable  Securities)  and  (C) if not  previously  paid by the
         Company in connection with an Issuer Filing, with respect to any filing
         that may be  required to be made by any broker  through  which a Holder
         intends to make sales of Registrable  Securities with NASD  Regulation,
         Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving
         no more than a customary  brokerage  commission in connection with such
         sale, (ii) printing expenses (including,  without limitation,  expenses
         of printing  certificates  for  Registrable  Securities and of printing
         prospectuses if the printing of prospectuses is reasonably requested by
         the holders of a majority of the Registrable  Securities  included in a
         Registration  Statement),  (iii)  messenger,   telephone  and  delivery
         expenses,  (iv) fees and disbursements of counsel for the Company,  (v)
         Securities  Act  liability  insurance,  if the Company so desires  such
         insurance,  and (vi) fees and expenses of all other Persons retained by
         the Company in connection  with the  consummation  of the  transactions
         contemplated  by this  Agreement.  In  addition,  the Company  shall be
         responsible  for all of its internal  expenses  incurred in  connection
         with  the  consummation  of  the  transactions   contemplated  by  this
         Agreement (including,  without limitation, all salaries and expenses of
         its officers and employees  performing legal or accounting duties), the
         expense  of any  annual  audit and the fees and  expenses  incurred  in
         connection  with  the  listing  of the  Registrable  Securities  on any
         securities  exchange  as  required  hereunder.  In no event  shall  the
         Company be  responsible  for any broker or similar  commissions  of any
         Holder  or,  except  to the  extent  provided  for  in the  Transaction
         Documents, any legal fees or other costs of the Holders.

         5.       INDEMNIFICATION

                  (a)  INDEMNIFICATION  BY  THE  COMPANY.   The  Company  shall,
         notwithstanding  any termination of this Agreement,  indemnify and hold
         harmless  each Holder,  the  officers,  directors,  members,  partners,
         agents, investment advisors and employees (and any other Persons with a
         functionally   equivalent   role  of  a  Person  holding  such  titles,
         notwithstanding  a lack of such  title or any  other  title) of each of
         them,  each Person who controls any such Holder  (within the meaning of
         Section 15 of the Securities Act or Section 20 of the Exchange Act) and
         the officers,  directors, members,  shareholders,  partners, agents and
         employees (and any other Persons with a functionally equivalent role of
         a Person holding such titles,  notwithstanding  a lack of such title or
         any other title) of each such controlling Person, to the fullest extent
         permitted  by  applicable  law,  from and  against  any and all losses,
         claims,  damages,  liabilities,  costs (including,  without limitation,
         reasonable attorneys' fees) and expenses  (collectively,  "LOSSES"), as
         incurred,  arising  out of or  relating  to (1) any  untrue or  alleged
         untrue  statement  of a  material  fact  contained  in  a  Registration
         Statement, any Prospectus or any form of prospectus or in any amendment
         or supplement thereto or in any preliminary prospectus,  or arising out
         of or



                                       9
<PAGE>

         relating  to any  omission  or  alleged  omission  of a  material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein  (in the  case of any  Prospectus  or  form  of  prospectus  or
         supplement thereto, in light of the circumstances under which they were
         made) not misleading,  or (2) any violation or alleged violation by the
         Company of the  Securities  Act,  Exchange Act or any state  securities
         law,  or any rule or  regulation  thereunder,  in  connection  with the
         performance  of its  obligations  under this  Agreement,  except to the
         extent,  but only to the  extent,  that (i) such untrue  statements  or
         omissions  are based  solely  upon  information  regarding  such Holder
         furnished  in writing to the Company by such Holder  expressly  for use
         therein,  or to the extent that such information relates to such Holder
         or  such  Holder's  proposed  method  of  distribution  of  Registrable
         Securities  and was reviewed and expressly  approved in writing by such
         Holder expressly for use in a Registration  Statement,  such Prospectus
         or such form of Prospectus  or in any  amendment or supplement  thereto
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose) or (ii) in the case of an  occurrence of an event of the
         type specified in Section 3(d)(iii)-(vi),  the use by such Holder of an
         outdated or defective  Prospectus  after the Company has notified  such
         Holder in writing  that the  Prospectus  is outdated or  defective  and
         prior to the  receipt  by such  Holder of the  Advice  contemplated  in
         Section  6(c).  The Company  shall  notify the Holders  promptly of the
         institution,  threat or assertion of any Proceeding  arising from or in
         connection  with the  transactions  contemplated  by this  Agreement of
         which the Company is aware.

                  (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally
         and  not  jointly,   indemnify  and  hold  harmless  the  Company,  its
         directors, officers, agents and employees, each Person who controls the
         Company  (within  the meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling  Persons, to the fullest extent permitted
         by  applicable  law, from and against all Losses,  as incurred,  to the
         extent arising out of or based solely upon:  (x) such Holder's  failure
         to comply with the prospectus  delivery  requirements of the Securities
         Act or (y) any untrue or alleged  untrue  statement of a material  fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus,  or in  any  amendment  or  supplement  thereto  or in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary  to make the  statements  therein not  misleading  (i) to the
         extent, but only to the extent,  that such untrue statement or omission
         is contained in any  information so furnished in writing by such Holder
         to  the  Company   specifically  for  inclusion  in  such  Registration
         Statement  or  such   Prospectus  or  (ii)  to  the  extent  that  such
         information relates to such Holder's proposed method of distribution of
         Registrable  Securities  and was  reviewed  and  expressly  approved in
         writing by such Holder  expressly for use in a  Registration  Statement
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose),  such  Prospectus  or such form of Prospectus or in any
         amendment or supplement thereto or (ii) in the case of an occurrence of
         an event of the type  specified in Section  3(d)(iii)-(vi),  the use by
         such Holder of an outdated or  defective  Prospectus  after the Company
         has notified such Holder in writing that the  Prospectus is outdated or
         defective  and  prior  to the  receipt  by such  Holder  of the  Advice
         contemplated  in Section  6(c).  In no event shall the liability of any
         selling Holder hereunder be greater in amount



                                       10
<PAGE>

         than the dollar amount of the net proceeds received by such Holder upon
         the  sale  of  the   Registrable   Securities   giving   rise  to  such
         indemnification obligation.

                  (c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS. If any Proceeding
         shall be brought or asserted  against any Person  entitled to indemnity
         hereunder  (an  "INDEMNIFIED  PARTY"),  such  Indemnified  Party  shall
         promptly   notify  the  Person  from  whom  indemnity  is  sought  (the
         "INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall have
         the right to assume the defense  thereof,  including the  employment of
         counsel  reasonably  satisfactory  to the  Indemnified  Party  and  the
         payment of all fees and expenses  incurred in  connection  with defense
         thereof;  provided,  that the failure of any Indemnified  Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or  liabilities  pursuant to this  Agreement,  except (and only) to the
         extent  that it shall be  finally  determined  by a court of  competent
         jurisdiction  (which  determination is not subject to appeal or further
         review) that such failure shall have prejudiced the Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
         counsel  in any  such  Proceeding  and to  participate  in the  defense
         thereof,  but the fees and  expenses  of such  counsel  shall be at the
         expense  of  such  Indemnified   Party  or  Parties  unless:   (1)  the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the  Indemnifying  Party shall have  failed  promptly to assume the
         defense  of  such   Proceeding   and  to  employ   counsel   reasonably
         satisfactory to such Indemnified  Party in any such Proceeding;  or (3)
         the named  parties  to any such  Proceeding  (including  any  impleaded
         parties)  include  both such  Indemnified  Party  and the  Indemnifying
         Party,  and the opinion of counsel to the  Indemnified  Party is that a
         material  conflict of  interest is likely to exist if the same  counsel
         were to represent such Indemnified Party and the Indemnifying Party (in
         which case, if such Indemnified  Party notifies the Indemnifying  Party
         in writing that it elects to employ separate  counsel at the expense of
         the Indemnifying Party, the Indemnifying Party shall not have the right
         to assume the defense  thereof and the reasonable  fees and expenses of
         no more  than  one  separate  counsel  shall be at the  expense  of the
         Indemnifying Party). The Indemnifying Party shall not be liable for any
         settlement of any such Proceeding effected without its written consent,
         which  consent  shall  not be  unreasonably  withheld  or  delayed.  No
         Indemnifying  Party  shall,  without the prior  written  consent of the
         Indemnified  Party,  effect any settlement of any pending Proceeding in
         respect  of  which  any  Indemnified  Party  is a  party,  unless  such
         settlement includes an unconditional  release of such Indemnified Party
         from all  liability  on  claims  that are the  subject  matter  of such
         Proceeding.

                  Subject to the terms of this  Agreement,  all reasonable  fees
         and expenses of the Indemnified  Party  (including  reasonable fees and
         expenses to the extent  incurred in connection  with  investigating  or
         preparing to defend such Proceeding in a manner not  inconsistent  with
         this  Section)  shall be paid to the  Indemnified  Party,  as incurred,
         within ten Trading Days of written notice  thereof to the  Indemnifying
         Party;  provided,  that the Indemnified Party shall promptly  reimburse
         the  Indemnifying  Party for that  portion  of such  fees and  expenses
         applicable  to  such  actions  for  which  such  Indemnified  Party  is
         judicially determined to be not entitled to indemnification hereunder.


                                       11
<PAGE>

                  (d) CONTRIBUTION. If the indemnification under Section 5(a) or
         5(b) is unavailable to an Indemnified  Party or insufficient to hold an
         Indemnified Party harmless for any Losses, then each Indemnifying Party
         shall  contribute  to the amount  paid or  payable by such  Indemnified
         Party,  in such  proportion as is  appropriate  to reflect the relative
         fault of the  Indemnifying  Party and  Indemnified  Party in connection
         with the actions,  statements or omissions that resulted in such Losses
         as well as any other relevant  equitable  considerations.  The relative
         fault  of such  Indemnifying  Party  and  Indemnified  Party  shall  be
         determined by reference  to, among other things,  whether any action in
         question,  including  any  untrue  or  alleged  untrue  statement  of a
         material fact or omission or alleged  omission of a material  fact, has
         been taken or made by, or  relates to  information  supplied  by,  such
         Indemnifying  Party or  Indemnified  Party,  and the parties'  relative
         intent, knowledge,  access to information and opportunity to correct or
         prevent such action,  statement or omission. The amount paid or payable
         by a party as a  result  of any  Losses  shall be  deemed  to  include,
         subject to the limitations set forth in this Agreement,  any reasonable
         attorneys'  or  other  fees  or  expenses  incurred  by such  party  in
         connection with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the  indemnification  provided
         for in this Section was available to such party in accordance  with its
         terms.

                    The  parties  hereto  agree  that it  would  not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata  allocation or by any other method of allocation  that does
         not take into account the equitable  considerations  referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section  5(d),  no  Holder  shall be  required  to  contribute,  in the
         aggregate,  any  amount in excess of the  amount by which the  proceeds
         actually  received  by such  Holder  from the  sale of the  Registrable
         Securities  subject to the Proceeding exceeds the amount of any damages
         that such Holder has  otherwise  been required to pay by reason of such
         untrue or alleged  untrue  statement  or omission or alleged  omission,
         except in the case of fraud by such Holder.

                  The indemnity and  contribution  agreements  contained in this
         Section are in addition to any liability that the Indemnifying  Parties
         may have to the Indemnified Parties.

         6.       MISCELLANEOUS

                  (a) REMEDIES.  In the event of a breach by the Company or by a
         Holder,  of any of their respective  obligations  under this Agreement,
         each  Holder or the  Company,  as the case may be, in addition to being
         entitled  to  exercise  all  rights  granted  by  law  and  under  this
         Agreement,  including recovery of damages, will be entitled to specific
         performance  of its rights under this  Agreement.  The Company and each
         Holder   agree  that   monetary   damages  may  not  provide   adequate
         compensation for any losses incurred by reason of a breach by it of any
         of the  provisions of this Agreement and hereby further agrees that, in
         the event of any action  for  specific  performance  in respect of such
         breach, it shall not assert or shall waive the defense that a remedy at
         law would be adequate.



                                       12
<PAGE>

                  (b) COMPLIANCE.  Each Holder covenants and agrees that it will
         comply with the prospectus delivery  requirements of the Securities Act
         as applicable to it in connection with sales of Registrable  Securities
         pursuant to a Registration Statement.

                  (c)  DISCONTINUED  DISPOSITION.  Each  Holder  agrees  by  its
         acquisition of Registrable  Securities  that,  upon receipt of a notice
         from the Company of the  occurrence of any event of the kind  described
         in  Section   3(d)(iii)   through  (vi),  such  Holder  will  forthwith
         discontinue   disposition  of  such  Registrable   Securities  under  a
         Registration Statement until it is advised in writing (the "ADVICE") by
         the Company that the use of the  applicable  Prospectus (as it may have
         been supplemented or amended) may be resumed.  The Company will use its
         commercially   reasonable  efforts  to  ensure  that  the  use  of  the
         Prospectus  may be resumed as promptly as it  practicable.  The Company
         agrees and  acknowledges  that any periods  during  which the Holder is
         required to discontinue the  disposition of the Registrable  Securities
         hereunder shall be subject to the provisions of Section 2(c).

                  (d) ADDITIONAL REGISTRATION STATEMENTS.Until 30 days after the
         Effective  Date,  the Company shall not file a  registration  statement
         under  the  Securities  Act  relating  to  securities  that are not the
         Securities,   other  than   amendments  or   supplements   to  existing
         registration statements or pursuant to Section 6(f) hereof.

                  (e)  PIGGY-BACK  REGISTRATIONS.  If at  any  time  during  the
         Effectiveness Period there is not an effective  Registration  Statement
         covering  all of the  Registrable  Securities  and  the  Company  shall
         determine  to  prepare  and file  with the  Commission  a  registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities,  other
         than on Form S-4 or Form S-8 (each as promulgated  under the Securities
         Act) or their then  equivalents  relating  to equity  securities  to be
         issued  solely in  connection  with any  acquisition  of any  entity or
         business or equity  securities  issuable in  connection  with the stock
         option or other employee benefit plans,  then the Company shall send to
         each  Holder a written  notice  of such  determination  and,  if within
         fifteen  days after the date of such  notice,  any such Holder shall so
         request in writing,  the  Company  shall  include in such  registration
         statement all or any part of such  Registrable  Securities  such Holder
         requests to be registered;  PROVIDED,  HOWEVER, that, the Company shall
         not be required to register any Registrable Securities pursuant to this
         Section  6(d) that are  eligible  for resale  pursuant  to Rule  144(k)
         promulgated  under the Securities Act or that are the subject of a then
         effective Registration Statement.

                  (f) NO PIGGYBACK ON REGISTRATIONS. Neither the Company nor any
         of its  security  holders  (other  than the  Holders  in such  capacity
         pursuant  hereto) may include  securities of the Company in the Initial
         Registration  Statement  other  than the  Registrable  Securities.  The
         Company  shall not file any  other  registration  statements  until the
         Initial Registration Statement required hereunder is declared effective
         by the  Commission,  provided that this Section 6(f) shall not prohibit
         the Company from filing amendments to registration  statements  already
         filed.


                                       13
<PAGE>

                  (g) AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or  supplemented,  and  waivers  or  consents  to  departures  from the
         provisions hereof may not be given, unless the same shall be in writing
         and signed by the  Company  and the  Holders of 70% in  interest of the
         then outstanding Registrable Securities. Notwithstanding the foregoing,
         a waiver or consent to depart from the  provisions  hereof with respect
         to a matter that relates  exclusively to the rights of Holders and that
         does not directly or indirectly  affect the rights of other Holders may
         be given by Holders of all of the Registrable  Securities to which such
         waiver or consent relates;  PROVIDED,  HOWEVER,  that the provisions of
         this sentence may not be amended,  modified,  or supplemented except in
         accordance with the provisions of the immediately preceding sentence.

                  (h) NOTICES.  Any and all notices or other  communications  or
         deliveries  required or  permitted  to be provided  hereunder  shall be
         delivered as set forth in the Purchase Agreement.

                  (i) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted  assigns of
         each of the parties and shall inure to the benefit of each Holder.  The
         Company  may not assign  (except by merger)  its rights or  obligations
         hereunder  without the prior  written  consent of all of the Holders of
         the  then-outstanding  Registrable  Securities.  Each Holder may assign
         their  respective  rights hereunder in the manner and to the Persons as
         permitted under the Purchase Agreement.

                  (j) NO INCONSISTENT AGREEMENTS. Neither the Company nor any of
         its  Subsidiaries  has entered,  as of the date  hereof,  nor shall the
         Company  or any of its  Subsidiaries,  on or  after  the  date  of this
         Agreement,  enter into any  agreement  with respect to its  securities,
         that  would  have the effect of  impairing  the  rights  granted to the
         Holders in this  Agreement or otherwise  conflicts  with the provisions
         hereof.

                  (k) EXECUTION AND COUNTERPARTS. This Agreement may be executed
         in two or more counterparts,  all of which when taken together shall be
         considered one and the same  agreement and shall become  effective when
         counterparts  have been signed by each party and delivered to the other
         party,  it being  understood  that both  parties need not sign the same
         counterpart.  In the event that any signature is delivered by facsimile
         transmission  or by e-mail  delivery of a ".pdf" format data file, such
         signature  shall  create a valid and  binding  obligation  of the party
         executing (or on whose behalf such signature is executed) with the same
         force and effect as if such facsimile or ".pdf"  signature page were an
         original thereof.

                  (l) GOVERNING LAW. All questions  concerning the construction,
         validity,  enforcement  and  interpretation  of this Agreement shall be
         determined in accordance with the provisions of the Purchase Agreement.

                  (m)  CUMULATIVE  REMEDIES.  The remedies  provided  herein are
         cumulative and not exclusive of any other remedies provided by law.



                                       14
<PAGE>

                  (n)  SEVERABILITY.   If  any  term,  provision,   covenant  or
         restriction  of  this  Agreement  is  held  by  a  court  of  competent
         jurisdiction  to  be  invalid,  illegal,  void  or  unenforceable,  the
         remainder of the terms,  provisions,  covenants  and  restrictions  set
         forth  herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated,  and the parties hereto shall use
         their commercially reasonable efforts to find and employ an alternative
         means to  achieve  the same or  substantially  the same  result as that
         contemplated by such term,  provision,  covenant or restriction.  It is
         hereby  stipulated and declared to be the intention of the parties that
         they would have executed the remaining terms, provisions, covenants and
         restrictions  without  including  any of  such  that  may be  hereafter
         declared invalid, illegal, void or unenforceable.

                  (o)  HEADINGS.   The  headings  in  this   Agreement  are  for
         convenience  only, do not constitute a part of this Agreement and shall
         not be deemed to limit or affect any of the provisions hereof.

                  (p) INDEPENDENT NATURE OF HOLDERS' OBLIGATIONS AND RIGHTS. The
         obligations of each Holder hereunder are several and not joint with the
         obligations  of any other  Holder  hereunder,  and no  Holder  shall be
         responsible in any way for the  performance  of the  obligations of any
         other  Holder  hereunder.  Nothing  contained  herein  or in any  other
         agreement or document delivered at any closing,  and no action taken by
         any Holder  pursuant  hereto or thereto,  shall be deemed to constitute
         the Holders as a partnership,  an  association,  a joint venture or any
         other kind of entity,  or create a presumption  that the Holders are in
         any way  acting in concert  with  respect  to such  obligations  or the
         transactions  contemplated  by this  Agreement.  Each  Holder  shall be
         entitled  to  protect  and  enforce  its  rights,   including   without
         limitation the rights arising out of this  Agreement,  and it shall not
         be necessary for any other Holder to be joined as an  additional  party
         in any proceeding for such purpose.

                              ********************


                                       15
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.


                                                ELITE PHARMACEUTICALS, INC.


                                                By:____________________________
                                                Name: Bernard Berk
                                                Title: Chief Executive Officer










                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]



                                       16
<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO ELI RRA]

Name of Holder: __________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]






                                       17
<PAGE>

                                     ANNEX A

                              PLAN OF DISTRIBUTION

         Each Selling  Stockholder  (the "SELLING  STOCKHOLDERS")  of the common
stock and any of their pledgees,  assignees and successors-in-interest may, from
time to time,  sell any or all of their  shares of common  stock on the American
Stock Exchange or any other stock exchange,  market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

            o  ordinary  brokerage  transactions  and  transactions in which the
               broker-dealer solicits purchasers;

            o  block trades in which the broker-dealer  will attempt to sell the
               shares  as agent but may  position  and  resell a portion  of the
               block as principal to facilitate the transaction;

            o  purchases  by a  broker-dealer  as  principal  and  resale by the
               broker-dealer for its account;

            o  an  exchange  distribution  in  accordance  with the rules of the
               applicable exchange;

            o  privately negotiated transactions;

            o  broker-dealers may agree with the Selling  Stockholders to sell a
               specified number of such shares at a stipulated price per share;

            o  through the  writing or  settlement  of options or other  hedging
               transactions, whether through an options exchange or otherwise;

            o  a combination of any such methods of sale; or

            o  any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

         In  connection  with sales of the shares of common stock or  otherwise,
the   Selling   Stockholders   may  enter   into   hedging   transactions   with
broker-dealers,  which may in turn engage in short sales of the shares of common
stock  in  the  course  of  hedging  in  positions  they  assume.   The  selling
stockholders  may also sell shares of common  stock short and deliver  shares of
common stock  covered by this  prospectus  to close out short  positions  and to
return  borrowed  shares  in  connection  with such  short  sales.  The  Selling
Stockholders  may also loan or pledge  shares of common stock to  broker-dealers
that in turn may sell such shares.



                                       18
<PAGE>


         The  Selling  Stockholders  may pledge or grant a security  interest in
some or all of the warrants or shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time pursuant
to this prospectus or any amendment to this  prospectus  under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933, as amended,  amending,
if  necessary,  the  list  of  selling  stockholders  to  include  the  pledgee,
transferee or other  successors in interest as selling  stockholders  under this
prospectus.  The selling stockholders also may transfer and donate the shares of
common  stock in other  circumstances  in which  case the  transferees,  donees,
pledgees or other successors in interest will be the selling beneficial owners.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain  fees and  expenses  incurred by
the Company incident to the  registration of the shares.  The Company has agreed
to indemnify the Selling  Stockholders against certain losses,  claims,  damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters"  within
the  meaning of the  Securities  Act,  they will be  subject  to the  prospectus
delivery  requirements of the Securities Act including Rule 172  thereunder.  In
addition,  any  securities  covered by this  prospectus  which  qualify for sale
pursuant to Rule 144 under the  Securities Act may be sold under Rule 144 rather
than under this  prospectus.  There is no  underwriter  or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

         We agreed to keep this  prospectus  effective  until the earlier of (i)
the date on which the shares may be resold by the Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In



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<PAGE>

addition,  in certain states, the resale shares may not be sold unless they have
been  registered or qualified for sale in the  applicable  state or an exemption
from the registration or qualification  requirement is available and is complied
with.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the  distribution of the resale shares may not  simultaneously
engage in market  making  activities  with  respect to the common  stock for the
applicable  restricted  period,  as  defined  in  Regulation  M,  prior  to  the
commencement of the distribution.  In addition, the Selling Stockholders will be
subject  to  applicable  provisions  of the  Exchange  Act  and  the  rules  and
regulations  thereunder,  including  Regulation M, which may limit the timing of
purchases and sales of shares of the common stock by the Selling Stockholders or
any other  person.  We will  make  copies of this  prospectus  available  to the
Selling  Stockholders  and have  informed  them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).







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<PAGE>


                                     ANNEX B

                           ELITE PHARMACEUTICALS, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned  beneficial  owner of common stock,  par value $.01 per
share  (the  "COMMON  STOCK"),  of  Elite  Pharmaceuticals,   Inc.,  a  Delaware
corporation (the "COMPANY"), (the "REGISTRABLE SECURITIES") understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the  "COMMISSION")  a  registration  statement  on Form S-3 (the  "REGISTRATION
STATEMENT") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "SECURITIES  ACT"), of the Registrable  Securities,  in
accordance with the terms of the Registration Rights Agreement, dated as of July
17,  2007 (the  "REGISTRATION  RIGHTS  AGREEMENT"),  among the  Company  and the
Purchasers  named  therein.  A copy  of the  Registration  Rights  Agreement  is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.





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<PAGE>


The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder

                  ______________________________________________________________


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:

                  ______________________________________________________________


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities  covered by the
                  questionnaire):

                  ______________________________________________________________



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Telephone: _____________________________________________________________________

Fax: ___________________________________________________________________________

Contact Person: ________________________________________________________________

3.  BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a)      Type and Number of Registrable  Securities  beneficially owned
                  (not including the  Registrable  Securities  that are issuable
                  pursuant to the Purchase Agreement):


                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________



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<PAGE>

4. BROKER-DEALER STATUS:

         (a)       Are you a broker-dealer?

                                            Yes |_|     No |_|

         (b)      If "yes" to Section  4(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company.

                                            Yes |_|     No |_|

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

         (c)      Are you an affiliate of a broker-dealer?

                                            Yes |_|     No |_|

         (d)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                            Yes |_|     No |_|

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

5. BENEFICIAL  OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
   SECURITYHOLDER.

         EXCEPT AS SET FORTH  BELOW IN THIS ITEM 5, THE  UNDERSIGNED  IS NOT THE
         BENEFICIAL OR REGISTERED  OWNER OF ANY  SECURITIES OF THE COMPANY OTHER
         THAN THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM 3.

         (a)      Type and Amount of Other Securities  beneficially owned by the
                  Selling Securityholder:

                  ______________________________________________________________

                  ______________________________________________________________




                                       23
<PAGE>


6. RELATIONSHIPS WITH THE COMPANY:

         EXCEPT AS SET  FORTH  BELOW,  NEITHER  THE  UNDERSIGNED  NOR ANY OF ITS
         AFFILIATES,  OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF
         5% OF MORE OF THE EQUITY  SECURITIES OF THE  UNDERSIGNED)  HAS HELD ANY
         POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL  RELATIONSHIP WITH THE
         COMPANY  (OR ITS  PREDECESSORS  OR  AFFILIATES)  DURING  THE PAST THREE
         YEARS.

         State any exceptions here:

         _______________________________________________________________________

         _______________________________________________________________________


         The   undersigned   agrees  to  promptly  notify  the  Company  of  any
inaccuracies  or  changes  in the  information  provided  herein  that may occur
subsequent  to the date  hereof  at any time  while the  Registration  Statement
remains effective.

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated: ___________________    Beneficial Owner: ________________________________

                              By: ______________________________________________
                                  Name:
                                  Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:



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