X0202 4/A 2001-07-12 2003-01-15 0 0000003116 AKORN INC AKN 0001033150 KAPOOR JOHN N 225 EAST DEERPATH ROAD SUITE 250 LAKE FOREST IL 60045 1 0 1 0 Convertible Debt (Tranche A) 2.28 2002-12-31 4 J 0 10000000 D 2002-12-31 2006-12-20 Common Stock 3000000 I See footnote Convertible Debt (Tranche B) 1.80 2001-07-12 4 P 0 2000000 A 2001-07-12 2006-12-20 Common Stock 2000000 I See footnote On December 31, 2002, K&A Capital Investments, L.P (the "Limited Partnership") reassigned to the John N. Kapoor Trust, dtd. 9/20/89 (the "Trust") $1,000,000 of the principal amount of a $3,000,000 Convertible Promissory Note dated July 12, 2001 (the "Tranche A Note") which the Trust had assigned to the Limited Partnership on July 1, 2002. The Trust and the issuer entered into a Convertible Loan and Warrant Agreement under which the $2,000,000 principal of the note (the "Tranche B Note") is convertible into common stock of the Issuer. This amendment is being filed to report that, in addition to principal, accrued interest on the Tranche A Note and the Tranche B Note will be converted into a right to receive common stock at a price of $2.28 per share (in the case of the Tranche A Note) or $1.80 per share (in the case of the Tranche B Note) to the extent that principal and accrued interest remain unpaid. Each accrual will therefore increase the number of shares that may be acquired or disposed of under the reported derivative security. Securities held through various limited partnerships and trusts. Dr. Kapoor disclaims beneficial ownership of such shares except to the extent of his pecuniary interest. /s/ John N. Kapoor 2005-05-17