EX-10.1

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

                                                EXECUTION COPY DECEMBER 12, 2005





                           INTELLIPHARMACEUTICS CORP.

                                      -AND-

                            ELITE LABORATORIES, INC.,

                                      -AND-

                           ELITE PHARMACEUTICALS, INC.





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

<PAGE>


                                                EXECUTION COPY DECEMBER 12, 2005


         BETWEEN:

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

                                      -and-

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


RECITALS

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

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

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

4.   [*] a Canadian  company  with its head office  located at [*]  (referred to
     herein  as  "[*]")  and  IPC  intend  to  enter  into  an  agreement   (the
     "Intelli-[*]  Agreement"),  whereby IPC will develop,  for and on behalf of
     [*], generic Prevacid(R)  capsules containing delayed release  lansoprazole
     (referred  to herein as the "Generic  Canadian  Prevacid(R)  Product")  for
     distribution  and  sale in  Canada  only  (the  "Canadian  Development  and
     Distribution").

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

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


<PAGE>


                                                EXECUTION COPY DECEMBER 12, 2005

                                       -2-

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

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

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

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

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


                                                EXECUTION COPY DECEMBER 12, 2005

                                      -3-

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

6.

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

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

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

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

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

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

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

<PAGE>


                                                EXECUTION COPY DECEMBER 12, 2005

                                       -4-

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

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

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


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

ELITE PHARMACEUTICALS, INC.,               IPC CORP.

By:    /s/ Bernard Berk                    By:    /s/ Isa Odidi
      --------------------------                 --------------------------
Name:  Bernard Berk                        Name:  Isa Odidi
      --------------------------                 --------------------------
Title: CEO                                 Title: CEO
      --------------------------                 --------------------------

                                                  December 12, 2005

ELITE LABORATORIES, INC.

By:    /s/ Bernard Berk
      --------------------------
Name:  Bernard Berk
      --------------------------
Title: CEO
      --------------------------