Exhibit 10.3


THIRD
AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT


THIS THIRD AMENDMENT TO
STRATEGIC ALLIANCE AGREEMENT, dated as of August 18, 2009 (this “Amendment”),
is made by and between Elite Pharmaceuticals, Inc., a Delaware corporation, on
the one hand, and Epic Pharma, LLC, a Delaware limited liability company, and
Epic Investments, LLC, a Delaware limited liability company, on the other hand,
relating to that certain STRATEGIC ALLIANCE AGREEMENT, dated as of March 18,
2009 (as amended, the “Alliance Agreement”). Capitalized terms used
herein and not otherwise defined have the meaning assigned to such terms in the
Alliance Agreement. 


          WHEREAS,
the parties hereto have agreed to amend the Alliance Agreement as hereinafter
provided. 


          NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, and for
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows: 


          1. Amendment.
Section 4.10(a) of the Alliance Agreement is hereby amended by deleting the
date “July 31, 2009” which appears therein and inserting “October 30, 2009” in
its place. 


          2. Effect
of Amendments. Except as expressly amended herein, the terms of the Alliance
Agreement are incorporated herein by reference as if fully set out and shall
remain in full force and effect in accordance with their terms. 


          3. Severability.
If any provision or portion of this Amendment shall be determined to be invalid
or unenforceable for any reason, in whole or in part, the remaining provisions
of this Amendment shall be unaffected thereby and shall remain in full force
and effect to the fullest extent permitted by law. 


          4. Counterparts;
Delivery by Facsimile. This Amendment may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All counterparts shall be construed together and shall constitute one
Amendment. This Amendment and any amendments hereto, to the extent signed and
delivered by means of a facsimile machine or email, shall be treated in all
manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person. No party hereto or to any such
agreement or instrument shall raise the use of a facsimile machine or email to
deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a facsimile machine or email
as a defense to the formation of a contract and each such party forever waives
any such defense. 


          5. Governing
Law; Consent to Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New Jersey, without regard to the principles of conflicts of law thereof. Each
party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under
this Amendment and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other
manner permitted by law. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.
If either party shall commence an action or proceeding to enforce any
provisions of this Amendment, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


          6. Headings.
The headings contained in this Amendment are for reference purposes only and
shall not be deemed to be part of the Amendment or to affect the meaning or
interpretation of this Amendment.


(Remainder of Page Intentionally Left Blank; Signature Page Follows)







          IN
WITNESS WHEREOF, this Amendment is executed by the
parties hereto as of the day and year first above written. 


	
 

	
 

	
 

	
 


	
 

	
ELITE PHARMACEUTICALS,
 INC. 

	
 


	
 

	
 

	
 

	
 


	
 

	
By: 

	
/s/ Chris Dick

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Chris Dick

	
 


	
 

	
 

	
Title: President, Chief
 Operating Officer and 

 Acting Chief Executive Officer

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
EPIC PHARMA, LLC 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Ashok G. Nigalaye

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Ashok G. Nigalaye,
 Ph.D.

	
 


	
 

	
 

	
Title: President and Chief
 Executive Officer

	
 


	
 

	
 

	
 

	
 


	
 

	
EPIC INVESTMENTS, LLC 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
EPIC PHARMA, LLC, its
 Managing Member

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Ashok G. Nigalaye

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: Ashok G. Nigalaye,
 Ph.D.

	
 


	
 

	
 

	
Title: President and Chief
 Executive Officer