Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT

FOR

AKORN-STRIDES, LLC

A DELAWARE LIMITED LIABILITY COMPANY

THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made as of September 22, 2004 ("Effective Date"), by and among Akorn, Inc., a Louisiana corporation ("Akorn"), Strides Arcolab Limited, a company organized under the laws of India ("Strides"), and each of those Persons who become a Company Member and/or Manager in accordance with the terms of this Agreement.

RECITAL:

The Members formed the Company as a joint venture for the purpose of developing and marketing Grandfathered, Patent Challenging and ANDA Products for the U.S. hospital and retail markets.

The Members intend the Company to outsource from Stride’s manufacturing facility in India, the development and manufacturing of certain Grandfathered Products, Patent Challenging Products and ANDA Products under the terms of the OEM Agreement (defined below).

The Members further intend Akorn to provide sales, marketing, operation and distribution services to the Company pursuant to the terms of this Agreement.

The Members desire to enter into this Agreement for the Company to delineate their rights and liabilities as members, to provide for the Company's management, and to provide for certain other matters, all as permitted under the Delaware Limited Liability Company Act.

AGREEMENT:

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I
DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings specified below or elsewhere in this Agreement and when not so defined shall have the meanings specified in Delaware Limited Liability Company Act, 6 Del. C. a7 18-101 (such terms are equally applicable to both the singular and plural derivations of the terms defined):

1.1 "Act" shall mean the Delaware Limited Liability Company Act, 6 Del. C. a7 18-101, as the same may be amended from time to time.

1.2 "Administrative Committee" shall have the meaning set forth in Section 5.5.

1.3 "Affiliate" of a Member or Manager shall mean any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member or Manager, as applicable. The term "control," as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

1.4 "Akorn Draw Down Note" shall have the meaning set forth in Section 3.1B (ii) (a).

1.5 "Agreement" shall mean this Limited Liability Company Agreement, as originally executed ANDAs amended from time to time.

1.6 "ANDA" shall have the meaning set forth in the OEM Agreement.

1.7 "ANDA Materials" shall have the meaning set forth in the OEM Agreement.

1.8 "ANDA Product" shall have the meaning set forth in the OEM Agreement.

1.9 "ANDA Schedule" shall have the meaning set forth in the OEM Agreement.

详细内容见附件