OMNIBUS AMENDMENT AND CONSENT

OMNIBUS AMENDMENT AND CONSENT

OMNIBUS AMENDMENT AND CONSENT EFFECTIVE AS OF October 20, 2006 (this “Omnibus Amendment and Consent”) by and among Acura Pharmaceuticals, Inc. (the “Company”), and Acura Pharmaceutical Technologies, Inc. and the following lenders (“Lenders”): Xxxxx Partners III, L.P. (as agent for the other lenders (“Agent”) and as a lender itself), Xxxxx Partners International, III, L.P., Xxxxx Employee Fund III, L.P., Care Capital Offshore Investments II, LP, Care Capital Investments II, LP, Essex Woodlands Health Ventures V, L.P. (the foregoing Lenders, being the “VC Lenders”), Xxxxxx Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx; and the following persons with respect to Sections 5, 6, 7, and 8: Xxxx X. Xxxxx Xx. and Xxxxx Xxxxxxxxx (“Additional Xxxxxx Holders”).

Capitalized terms used herein and not defined herein have the meanings set forth in the Subordination Agreement dated as of January 31, 2006 among the Lenders, the Company and others (the “Subordination Agreement”).

R E C I T A L S

WHEREAS the Company and one or more Lenders have entered into the June 2005 Loan Agreement, the September 2005 Loan Agreement, the November 2005 Loan Agreement and the January 2006 Loan Agreement (collectively, the “Loan Agreements”) and such other agreements, notes and instruments executed in connection with such loan agreements (collectively, the “Loan Documents”); and

WHEREAS, the Company and certain Lenders and the Additional Xxxxxx Holders are parties to the Xxxxxx Note (as defined in the Subordination Agreement); and

WHEREAS, the loans extended pursuant to the Loan Agreements are due to mature on November 1, 2006 (the “Original Maturity Date”); and

WHEREAS, the Company and the Lenders wish to extend the Original Maturity Date.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties mutually agree as follows:

AMENDMENT AND CONSENT

1. Amendments:

(a)   Each of the June 2005 Loan Agreement, the September 2005 Loan Agreement, the November 2005 Loan Agreement and the January 2006 Loan Agreement is amended by replacing “November 1, 2006” in Section 2.1 thereof with “December 1, 2006”.

(b)   Each of the June 2005 Notes, the September 2005 Notes, the November 2005 Notes and the January 2006 Notes (collectively, the “Notes”) (and each of the forms of such Notes attached to the June 2005 Loan Agreement, the September 2005 Loan Agreement, the November 2005 Loan Agreement and the January 2006 Loan Agreement) is amended by:

(i) replacing the words November 1, 2006, wherever they appear therein with “December 1, 2006”; and

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(ii) appending the following additional section to such note:

References to Loan Agreement. References to the Loan Agreement in this Note shall mean references to the Loan Agreement, as amended, and as the same may be further amended, supplemented or modified from time to time.

(c)   In the event a Replacement Note (as hereinafter defined) is issued pursuant to Section 4 hereof, then in such Replacement Note the words “Secured Promissory Note” shall be replaced with “Amended and Restated Promissory Secured Note” and the following section shall be appended thereto:

Amended and Restated Secured Promissory Note. This Amended and Restated Secured Promissory Note issued by the Company in favor of the Payee amends and restates in its entirety, and is issued by the Company in replacement of and substitution for a Secured Promissory Note of identical principal amount issued to Payee pursuant to the Loan Agreement(the “Original Note”). The Company and the Payee acknowledge and agree that upon the execution delivery of this Amended and Restated Secured Promissory Note, the Original Note shall be null and void and of no further legal force or effect.

The form of such Replacement Note shall be also be attached to the applicable Loan Agreement as an acceptable form of note to be issued pursuant thereto.

2. References to Loan Documents: Any reference to any Loan Document in any other Loan Document shall mean the Loan Document, as amended hereby.

3. Attachment to All Notes: The Lenders covenant to give a copy of this Omnibus Amendment and Consent to any purchaser of the June 2005 Notes, the September 2005 Notes, the November 2005 Notes or the January 2006 Notes prior to the actual purchase and to attach a copy of this Omnibus Amendment and Consent to any of such notes where the undersigned is the named payee or holder.

4. Amended and Restated Notes. Upon request of the Company, each Lender agrees to deliver to the Company any of the June 2005 Notes, the September 2005 Notes, the November 2005 Notes or the January 2006 Notes issued to them, in exchange for an amended and restated Note (the “Replacement Note”) incorporating the amendments set forth in this Omnibus Amendment and Consent.

5. Subordination Agreement. Each Lender and Additional Xxxxxx Holder agrees to the provisions of this Omnibus Amendment and Consent, including without limitation, to the amendments to the June 2005, September 2005 Notes, the November 2005 Notes and the January 2006 Notes and acknowledges that the Subordination Agreement shall remain in full force and effect .

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6. Notes and Agreements Not Assigned. The undersigned Lenders and Additional Xxxxxx Holders acknowledge that they have not transferred, conveyed or assigned any of the Xxxxxx Note, the June 2005 Notes, the September 2005 Notes, the November 2005 Notes or the January 2006 Notes issued to them and the undersigned Lenders and Additional Xxxxxx Holders acknowledge that they have not assigned any rights under the Loan Documents or under the Subordination Agreement.

7. Interest Payable to VC Lenders in Stock. Notwithstanding anything in the Loan Documents to the contrary, the Company may, at the Company’s option, in full payment of the next scheduled payment of interest on the Notes to the undersigned VC Lenders (“Interest Due”) make payment of the Interest Due in such number of shares of Common Stock of the Company equal to the quotient of the Interest Due such Lender, divided by the average of the closing bid and asked price of the Company’s Common Stock for the five (5) trading days immediately preceding the due date of the Interest Due, as reported by the Nasdaq OTCBB.

8. Counterparts: This Omnibus Amendment and Consent may be executed in one or more counterparts and by different parties hereto in separate counterparts, including by facsimile, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

9. Governing Law: THIS OMNIBUS AMENDMENT AND CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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IN WITNESS WHEREOF, each of the Parties have caused this Omnibus Amendment and Consent to be duly executed and delivered as of the day and year first above written.

	ACURA PHARMACEUTICALS, INC.
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Sr. Vice President and CFO

	ACURA PHARMACEUTICAL TECHNOLOGIES , INC.
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Sr. Vice President and CFO

LENDER AND AGENT: XXXXX PARTNERS III, L.P.			LENDER: CARE CAPITAL OFFSHORE INVESTMENTS II, LP
By: Claudius, L.L.C., General Partner 000 Xxxxx Xxxxxx, 0xx Xx. Xxx Xxxx, Xxx Xxxx 00000			By: Care Capital II, LLC, as general partner 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000

	/s/ Xxxxx Xxxxxx			By:	/s/ Xxxxx Xxxxxx
By:	Xxxxx Xxxxxx			By:	Xxxxx X. Xxxxxx
Its:	General Partner			Its:	Authorized Signatory

LENDER: XXXXX PARTNERS INTERNATIONAL, III, L.P.			LENDER: CARE CAPITAL INVESTMENTS II, LP
By: Claudius, L.L.C., General Partner 000 Xxxxx Xxxxxx, 0xx Xx. Xxx Xxxx, Xxx Xxxx 00000			By: Care Capital II, LLC, as general partner 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000

	/s/ Xxxxx Xxxxxx			By:	/s/ Xxxxx Xxxxxx
By:	Xxxxx Xxxxxx			By:	Xxxxx X. Xxxxxx
Its:	General Partner			Its:	Authorized Signatory

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LENDER: XXXXX EMPLOYEE FUND III, L.P.			LENDER: ESSEX WOODLANDS HEALTH VENTURES V, L.P.
By: Wesson Enterprises, Inc. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000			000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000

	/s/ Xxxxx Xxxxxx			By:	/s/ Xxxxxxxx Xxxxxxxxx
By:	Xxxxx Xxxxxx			By:	Xxxxxxxx Xxxxxxxxx
Its:	General Partner			Its:	Managing Director

LENDER:			LENDER:
XXXXXXX XXXXXXXX 0000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000			XXXXX XXXXXXXX 0000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000
/s/ Xxxxxxx Xxxxxxxx			/s/ Xxxxx Xxxxxxxx

LENDER:			LENDER:
XXXXXX XXXXX 000 Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxxxx 00000			XXXXXX X. XXXXXXXX 000 Xxxxx Xxxx Xxxxxxxxx, XX 00000
/s/ Xxxxxx Xxxxx			/s/ Xxxxxx Xxxxxxxx

ADDITIONAL XXXXXX HOLDER			ADDITIONAL XXXXXX HOLDER:
XXXXX XXXXXXXXX XX Xxxxxx LLC 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000			XXXX X. XXXXX, XX. 000 X. Xxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000
/s/ Xxxxx Xxxxxxxxx			/s/ Xxxx Xxxxx

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