Via Facsimile (847/279-6123) and Certified Mail/Return Receipt Requested Akorn, Inc. 2500 Millbrook Drive Buffalo Grove, Illinois 60089 Attention: President Re: Limited Waiver Ladies and Gentlemen:

EXHIBIT 10.34

October 7, 2003

Via Facsimile (847/279-6123) and
Certified Mail/Return Receipt Requested

Akorn, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: President

Re: Limited Waiver

Ladies and Gentlemen:

     Reference is hereby made to that certain Convertible Bridge Loan and Warrant Agreement dated as of July 12, 2001, as amended from time to time (collectively, the “Loan Agreement”), by and between Akorn, Inc., a Louisiana corporation (“Borrower”), and The Xxxx X. Xxxxxx Trust Dated September 20, 1989 (the “Lender”), pursuant to which the Lender made certain loans and other extensions of credit available to Borrower evidenced by (a) that certain Convertible Promissory Note dated as of July 12, 2001, in favor of the Lender in the original principal amount of $3,000,000; and (b) that certain Convertible Promissory Note dated as of July 12, 2001, in favor of the Lender in the original principal amount of $2,000,000. Terms not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

     In connection with Borrower’s defaults under the Agreement on or prior to the date hereof, subject to Borrower’s execution of the amendment attached hereto as Exhibit A, the Lender hereby waives (i) all defaults by Borrower under the Loan Agreement including, without limitation, Sections 9(c) and 9(e) thereof, and (ii) all default interest that has accrued under the Notes as a result of such defaults.

     The limited waiver set forth above shall be limited precisely as written and shall not be construed to constitute a waiver for any other purpose or otherwise be deemed an amendment of the Agreement. Except as otherwise provided herein, all terms and conditions of the Agreement shall remain in full force and effect and the parties shall have all of the rights and remedies thereunder.

	Sincerely, THE XXXX X. XXXXXX TRUST DATED SEPTEMBER 20, 1989
	By:	/s/ Xxxx X. Xxxxxx
		Name:
		Title:

cc: Neopharm, Inc. (via facsimile, 847/295-8854)
Xxxx X. Xxxxxxx, Esq.