8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 15, 2010

(Date of report)

CARACO PHARMACEUTICAL LABORATORIES, LTD.

(Exact name of registrant as specified in its charter)

Michigan	1-31773	38-2505723
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

1150 Elijah McCoy Drive, Detroit, Michigan 48202

(Address of principal executive offices)

(313) 871-8400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

On January 15, 2010, Caraco Pharmaceutical Laboratories, Ltd.  (“Caraco” or the “Company”) and Sun Pharmaceutical Industries Limited (“Sun Pharma”) entered into an amendment of the marketing agreement they originally entered into on January 19, 2007.  The amendment simply extends the term of the agreement for an additional year to January 19, 2011.  As previously disclosed, under such agreement, Sun may offer certain products which require ANDAs to Caraco, and if Caraco agrees to such offer, it will purchase such products for marketing to new and existing customers.  The amendment was approved by Caraco’s Independent Committee (comprised of three independent directors).

The foregoing summary of the marketing agreement is qualified in its entirety by reference to the marketing agreement filed as Exhibit 10.20 to that certain Amendment No. 1 to Form 8-K filed with the Securities and Exchange Commission on November 5, 2007.  The Company redacted certain portions of such Exhibit 10.20 pursuant to an FOIA Confidential Treatment Request pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.  On January 18, 2010, pursuant to Rule 24b-2, the Company sent by overnight delivery an application to the Secretary of the Commission requesting an extension of such confidential treatment pursunt to an FOIA Confidential Treatment Request.  The omitted material is included in the application for extension of such confidential treatment.

Item 9.01.  Financial Statements and Exhibits

d. Exhibits.

Exhibit No. Description

10.33 First Amendment to Agreement Between Caraco Pharmaceutical Laboratories, Ltd. and Sun Pharmaceutical Industries Limited dated January 15, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARACO PHARMACEUTICAL LABORATORIES, LTD.
		(Registrant)
Date:  January 21, 2010		By:	/s/ Jitendra N. Doshi
			Jitendra N. Doshi
			Chief Executive Officer

Exhibit Index

10.33 First Amendment to Agreement Between Caraco Pharmaceutical Laboratories, Ltd. and Sun Pharmaceutical Industries Limited dated January 15, 2010

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EX-10.33

Exhibit 10.33

FIRST AMENDMENT TO

AGREEMENT

BETWEEN

CARACO PHARMACEUTICAL LABORATORIES LTD

AND

SUN PHARMACEUTICAL INDUSTRIES LIMITED

THIS FIRST AMENDMENT (“AMENDMENT”) TO AGREEMENT, made this 15th day of January 2010 (“Effective Date”), by and between CARACO PHARMACEUTICAL LABORATORIES, LTD., a Michigan corporation (“Caraco”), which has an office at 1150 Elijah McCoy Drive, Detroit, MI 48202, U.S.A. and SUN PHARMACEUTICAL INDUSTRIES LIMITED, an Indian corporation (“Sun”) having an office at SPARC, Tandalja, Vadodara 390 020 India.

WHEREAS, Sun and Caraco entered into that certain Agreement (the “Agreement”) pursuant to which Caraco markets Sun generic pharmaceutical products which require ANDAs in the United States of America, its territories and possessions, including Puerto Rico (the "Territory") and Sun agreed to sell products, whether developed or under development and/or whether ANDA approved or under ANDA approval, to Caraco for marketing and sale by Caraco in the Territory.

WHEREAS, the Agreement has an initial term of three (3) years, and the parties to desire to extend the Agreement in accordance with its terms.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the agreement as follows:

1. EXTENSION OF TERM

The parties hereby agree to a renewal of the Agreement for an additional one (1) year period following the 3rd anniversary of the Agreement.

2. ENTIRE AGREEMENT

This Amendment and any documents executed and delivered pursuant hereto constitute the entire agreement between the parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous oral and written communications and agreements with respect thereto.

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3. COUNTERPARTS

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instruments.

5. HEADINGS

Headings of sections shall be deemed to be included for purposes of convenience only and shall not affect the interpretation of this Amendment.

6. GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan, and the federal laws of the United States.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, themselves or by their duly authorized representatives, under seal, the day and year first above written.

CARACO PHARMACEUTICAL LABORATORIES, LTD.
By:	/s/ Jitendra N. Doshi
	(signature)
Name:	Jitendra N. Doshi
	(printed)
Title:	Chief Executive Officer
SUN PHARMACEUTICAL INDUSTRIES LIMITED
By:	/s/ Sudhir S. Valia
	(signature)
Name:	Sudhir S. Valiai
	(printed)
Title:	Whole Time Director

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