**Exhibit 10.1****WAIVER AND CONSENT TO CREDIT AGREEMENT**     THIS WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Consent”) is executed and deliveredas of this 20th day of March, 2006 among LASALLE BANK NATIONAL ASSOCIATION, as administrative agent(the “Administrative Agent”), the financial institutions party hereto (the“Lenders”), AKORN, INC., a Louisiana corporation (“Akorn”) and AKORN (NEW JERSEY),Inc., an Illinois corporation (“Akorn New Jersey”).WITNESSETH :     A. The Administrative Agent, Akorn, Akorn New Jersey and the Lenders entered into a CreditAgreement dated as of October 7, 2003 (as amended, restated, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”). Capitalized terms used but not defined hereinshall have the meanings attributed to them in the Credit Agreement.     B. Akorn desires to repay in full all remaining Related Transactions Subordinated Debt of theCompanies in an aggregate principal amount not to exceed $2,767,139.03, plus accrued and unpaidinterest thereon in an amount not to exceed $520,662.92.     C. The Companies have requested that the Administrative Agent and the Required Lenders consentto the action to be taken by the Companies in connection with the repayment of the RelatedTransactions Subordinated Debt, subject to the terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties heretohereby agree as follows:     1. **Waiver and Consent**. Subject to the terms and conditions herein, the RequiredLenders hereby (i) consent to Akorn’s repayment of all of its remaining Related TransactionsSubordinated Debt in an aggregate principal amount not to exceed $2,767,139.03, plus accrued andunpaid interest thereon in an amount not to exceed $520,662.92, and (ii) waive any Event of Defaultwhich would, if not for the execution of this Consent, arise solely from (a) Akorn’s failure tocomply with Section 11.4(d) of the Credit Agreement resulting from the repayment of theRelated Transactions Subordinated Debt, (b) Akorn’s failure to comply with Section 11.7 of theCredit Agreement by repaying the Related Transactions Subordinated Debt, and (c) Akorn’s failure tocomply with Section 2, Section 5 and Section 6 of each agreement collectively constituting theRelated Transactions Subordination Agreement resulting from the payment of the repayment of theRelated Transactions Subordinated Debt.     2. **Representations and Warranties**. To induce the Administrative Agent and theRequired Lenders to execute this Consent, each Company represents and warrants to theAdministrative Agent and the Lenders as follows: (a) each Company has all requisite power andauthority to execute, deliver and perform this Consent; (b) this Consent constitutes the legal,valid and binding obligation of each Company, enforceable against each Company in accordance withits terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability ofcreditors’ rights generally and to general principles of equity; (c) the representations andwarranties in the Loan Documents are true and correct in all material respects with the same
 

 
effectas though made on and as of the date of this Consent (except to the extent stated to relate to aspecific earlier date, in which case such representations and warranties shall be true and correctas of such earlier date); and (d) after giving effect to this Consent, no Unmatured Event ofDefault or Event of Default exists.     3. **Conditions to Effectiveness**. The effectiveness of this Consent is expresslyconditioned upon delivering to the Administrative Agent all of the following in form and substanceacceptable to the Administrative Agent: (a) this Consent executed by each Company, theAdministrative Agent and the Required Lenders and (b) evidence of repayment in full of allremaining Related Transactions Subordinated Debt.     4. **Affirmation**. Except as specifically provided in this Consent, the execution,delivery and effectiveness of this Consent shall not operate as a waiver or forbearance of anyUnmatured Event of Default or Event of Default or any right, power or remedy of the AdministrativeAgent or any Lender under the Credit Agreement or any of the other Loan Documents, or constitute aconsent, waiver or modification with respect to any provision of the Credit Agreement or any of theother Loan Documents, and each Company hereby fully ratifies and affirms each Loan Document towhich it is a party. Reference in any of this Consent, the Credit Agreement or any other LoanDocument to the Credit Agreement shall be a reference to the Credit Agreement as modified herebyand as further amended, modified, restated, supplemented or extended from time to time. ThisConsent shall constitute a Loan Document for purposes of the Credit Agreement and the other LoanDocuments.     5. **Counterparts**. This Consent may be executed in two or more counterparts, each ofwhich shall constitute an original, but all of which when taken together shall constitute oneinstrument. Delivery of an executed counterpart of this Consent by facsimile shall be effective asdelivery of an original counterpart.     6. **Headings****.**The headings and captions of this Consent are for the purposes ofreference only and shall not affect the construction of, or be taken into consideration ininterpreting, this Consent.     7. **Further Assurances****.**Each Company agrees to execute and deliver, or cause to beexecuted and delivered, in form and substance satisfactory to the Administrative Agent and theLenders, such further documents, instruments, amendments and financing statements and to take suchfurther action, as may be necessary from time to time to perfect and maintain the liens andsecurity interests created by the Loan Documents.     8. **APPLICABLE LAW****.**THIS CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BYTHE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE.     9. **Acknowledgment**. Each Company hereby waives, discharges and forever releases theAdministrative Agent and each of the Lenders, and each of said Person’s employees, officers,directors, attorneys, stockholders and successors and assigns, from and of any and all
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claims,causes of action, allegations or assertions that either Company has or may have had at any timethrough (and including) the date of this Consent, against any or all of the foregoing, regardlessof whether any such claims, causes of action, allegations or assertions are known to either Companyor whether any such claims, causes of action, allegations or assertions arose as a result of theAdministrative Agent’s or any Lender’s actions or omissions in connection with the CreditAgreement, including any amendments or modifications thereto, or otherwise.[signature pages follow]
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     IN WITNESS WHEREOF, this Consent has been duly executed and delivered as of the day andyear first above written.      AKORN, INC.