0001047469-04-008053 Sample Contracts

SUBORDINATION AND INTERCREDITOR AGREEMENT (LaSalle Bank National Association/Neopharm, Inc.)
Subordination and Intercreditor Agreement • March 15th, 2004 • Neopharm Inc • Biological products, (no disgnostic substances)

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of October 7, 2003 (this "Agreement") is entered into among AKORN, INC., a Louisiana corporation ("Akorn"), AKORN (NEW JERSEY), INC., an Illinois corporation ("Akorn NJ"; together with Akorn, each a "Company" and collectively, the "Companies"), LASALLE BANK NATIONAL ASSOCIATION, as Senior Agent (as hereinafter defined) for Senior Lenders under the Credit Agreement (as hereinafter defined), and NEOPHARM, INC., a Delaware corporation (the "Subordinated Lender"").

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Contract
Neopharm Inc • March 15th, 2004 • Biological products, (no disgnostic substances) • Illinois

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR SUCH SALE, TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

AMENDMENT TO PROCESSING AGREEMENT
Processing Agreement • March 15th, 2004 • Neopharm Inc • Biological products, (no disgnostic substances)

THIS AMENDMENT TO PROCESSING AGREEMENT is made and entered into this 7th day of October, 2003, between Akorn, Inc., a Louisiana Corporation ("Akorn") and NeoPharm, Inc., a Delaware Corporation ("NeoPharm").

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