AMENDMENT NO. 1 TO JANUARY 15, 1992 AGREEMENT
This Agreement dated as of August 2, 1995 (this
"Agreement") is entered into by and among Akorn, Inc., a
Louisiana corporation ("Akorn"), the John N. Kapoor Trust dated
September 20, 1989, as amended, (the "Trust"), John N. Kapoor
("Dr. Kapoor"), and EJ Financial Enterprises, Inc., a Delaware
corporation ("EJ Financial").
W I T N E S S T H:
WHEREAS, the parties to this Agreement are parties to that
certain Agreement dated as of January 15, 1992 (the "1992
Agreement") and desire to amend such Agreement to the extent set
forth herein.
NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the parties hereto agree as follows:
Section 1.Definitions
The capitalized terms used in this Agreement, unless
otherwise defined herein, have the meanings assigned to them in
the 1992 Agreement.
Section 2. Amendment to Section 2(a)(ii) of 1992 Agreement
Section 2(a)(ii) of the 1992 Agreement, which provides for
the forfeiture by EJ of 125,000 shares of Akorn common stock on
the fourth anniversary of the Possible Transaction (January 15,
1996) unless on or before such date the closing price per share
of the common stock of Akorn on any business day during such
period is $5.00 or greater, is hereby amended (a) to extend such
forfeiture period to the close of business on January 15, 1998,
the sixth anniversary of the consummation of the Possible
Transaction, and (b) to provide that such forfeiture shall not
occur if prior to the end of the forfeiture period (i) a person
or group of persons acting in concert, other than Dr. Kapoor or a
person or persons with whom Dr. Kapoor is acting in concert, as a
result of action taken by or on behalf of such person or persons,
becomes the beneficial owner of securities having more than 50%
of the voting power of all of the outstanding voting securities
of Akorn and (ii) no transaction has been approved by the Akorn
Board of Directors prior to or in anticipation of the event
described in clause (i) as a result of which the outstanding
shares of Akorn common stock have been or are proposed to be
converted into or exchanged for cash or other property having a
value, in the reasonable judgment of the Akorn Board of Directors
at the time of its approval of such transaction, of less than $5
per share. As used in the preceding sentence the term
"beneficial owner" has the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. In
consideration of such amendment Dr. Kapoor does hereby waive
payments in the aggregate amount of $40,000 otherwise payable to
him by Akorn for serving as Chairman of Akorn's Board of
Directors.
Section 3.Survival of 1992 Agreement
Except as set forth expressly in this Agreement, the 1992
Agreement remains in full force and effect and shall be deemed to
include this Agreement as though set forth in full therein.
IN WITNESS WHEREOF, each party has executed or has caused
this Agreement to be executed by its respective officer or
trustee, thereunto duly authorized, as of the day first above
written.
AKORN, INC.
By: /s/ Barry D. LeBlanc
__________________________
Barry D. LeBlanc, President
JOHN N. KAPOOR TRUST, dated
September 20, 1989
By: /s/ John N. Kapoor
___________________________
John N. Kapoor, not
individually, but solely as
trustee
EJ FINANCIAL ENTERPRISES, INC.
By: /s/ John N. Kapoor
__________________________
John N. Kapoor, President
/s/ John N. Kapoor
____________________________
John N. Kapoor