TRANCHE B







                          COMMON STOCK PURCHASE WARRANT







                                     between







                      AKORN, INC., a Louisiana Corporation







                                       and







                THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989







                              Dated: July 12, 2001







{PAGE}   2

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ACQUIRED FOR INVESTMENT

     ONLY PURSUANT TO AN INVESTMENT REPRESENTATION ON THE PART OF THE HOLDER

     THEREOF. THEY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

     AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED,

     HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN

     EFFECTIVE REGISTRATION STATEMENT, AN OPINION OF COUNSEL, SATISFACTORY TO

     THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, OR A NO ACTION LETTER

     OR INTERPRETIVE OPINION OF THE STAFF OF THE SECURITIES AND EXCHANGE

     COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED.







                                    TRANCHE B



                          COMMON STOCK PURCHASE WARRANT



                               Dated July 12, 2001



                            Void After July 12, 2006





     AKORN, INC. (the "Company), a Louisiana corporation, hereby certifies that,

for value received, THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989 (the

"Trust"), or its registered assigns (sometimes hereinafter collectively referred

to as the "Warrantholder" or the "Warrantholders"), is entitled, subject to the

terms and conditions set forth in this warrant (said warrant and any warrants

issued in exchange herefor or replacements thereof being hereinafter

collectively referred to as the "Warrants"), to purchase from the Company, six

hundred sixty seven thousand (667,000) fully paid and nonassessable shares of

Common Stock of the Company, without par value (the "Common Stock"), which term

is further defined in Paragraph 4(i) hereof), at any time or from time to time

until 5:00 p.m. central time on July 12, 2006 at the exercise price set forth in

Paragraph 2 hereof (the "Exercise Price"), the number of such shares of Common

Stock and the Exercise Price being subject to adjustment as provided herein.



     The Warrants evidenced by this Common Stock Purchase Warrant are being

issued by the Company to the Warrantholder as additional consideration with

respect to a certain Convertible Bridge Loan and Warrant Agreement ("Loan

Agreement"), that certain Convertible Tranche A Promissory Note in the aggregate

principal amount of $3,000,000 ("Tranche A Note") and that certain Convertible

Tranche B Promissory Note in the aggregate principal amount of $2,000,000

("Tranche B Note") entered into between the Company, as borrower, and the Trust,

as lender, each dated as of July 12, 2001, wherein the Trust is making a

subordinated loan to the Company in the aggregate principal amount of $5,000,000

(collectively the "Subordinated Loan").



     1. Exercise of Warrant. The rights represented by this Warrant may be

exercised by the Warrantholders, in whole or in part (but not as to a fractional

share of Common Stock), by









                                       1

{PAGE}   3



the presentation and surrender of this Warrant with written notice of the

Warrantholder's election to purchase, substantially in the form of Exhibit A

hereto, at the office of the Company, 2500 Milbrook Drive, Buffalo Grove,

Illinois 60089 marked to the attention of the Company's Chief Financial Officer,

or at such other address as the Company may designate by notice in writing to

the Warrantholders at the address of each Warrantholder appearing on the books

of the Company and upon payment to the Company of the Exercise Price for such

shares of Common Stock. Such payment shall be made by check payable to the order

of the Company. The Warrantholders may, at their option, in lieu of paying the

Exercise Price by check, instruct the Company to deduct from the Warrant Shares

that would otherwise be issued that number of Warrant Shares having an aggregate

Fair Value (as that term is defined in Paragraph 4.b hereof) equal to the

aggregate Exercise Price. The Company agrees that the shares so purchased (the

"Warrant Shares") shall be deemed to have been issued to the Warrantholders who

are the record owners of such Warrant Shares as of the close of business on the

date on which this Warrant shall have been surrendered together with the

aforementioned written notice of election to purchase, and payment for such

Warrant Shares shall have been made as aforesaid. Certificates for the Warrant

Shares so purchased shall be delivered to the Warrantholder within a reasonable

time, not exceeding seven days, after the rights represented by this Warrant

shall have been so exercised, and, unless this Warrant has expired, a new

Warrant representing the number of shares, if any, with respect to which this

Warrant shall not then have been exercised shall also be issued to the

Warrantholder within such time.



     2. Exercise Price. Subject to adjustment as provided herein, the Exercise

Price for the purchase of the Warrant Shares shall be $2.25 per share.



     3. Warrantholders Not Deemed Stockholders. Subject to the provisions of the

Company's Articles of Incorporation and By-laws, copies of which have been

delivered to the Warrantholders, the Warrantholders shall not be entitled to

vote or receive dividends or be deemed the holders of Common Stock, nor shall

anything contained herein be construed to confer upon the Warrantholders, as

holders of Warrants, any of the rights of a stockholder of the Company or any

right to vote upon any matter submitted to stockholders at any meeting thereof,

or to give or withhold consent to any corporate action (whether upon any

recapitalization, issue of stock, reclassification of stock, change of par value

or change of stock to no par value, consolidation, merger, conveyance, or

otherwise) or to receive notice of meetings, or to receive dividends, except as

otherwise provided herein, until this Warrant shall have been exercised and the

Warrant Shares receivable upon the exercise hereof shall have become deliverable

as provided in Paragraph 1 above.



     4. Adjustment of Number of Shares. Exercise Price and Nature of Securities

Issuable Upon Exercise of Warrants.



        a. Exercise Price: Adjustment of Number of Shares. The Exercise Price

set forth in Paragraph 2 hereof shall be subject to adjustment from time to time

as hereinafter provided. Upon each adjustment of the Exercise Price, the

Warrantholders shall thereafter be entitled to purchase, at the Exercise Price,

resulting from such adjustment a number of shares obtained by multiplying the

Exercise Price by the number of shares purchasable pursuant thereto immediately

prior to such adjustment and dividing the product thereof by the Exercise Price

resulting from such adjustment.













                                       2

{PAGE}   4



          b. Adjustment of Exercise Price Upon Issuance of Common Stock. Except

for shares of Common Stock of the Company issuable pursuant to warrants and

options outstanding as of the date hereof or issuable pursuant to presently

existing benefit plans of the Company, including, without limitation, the Akorn,

Inc. Employee Stock Purchase Plan, as amended (the "Purchase Plan"), the Amended

and Restated Akorn, Inc. 1988 Incentive Compensation Program, as heretofore

amended and which is proposed for further amendment and approval by Company

shareholders at their 2001 annual meeting (the "Incentive Plan"), and the 1991

Stock Option Plan for Directors (the "Directors Plan"), if and whenever after

the date hereof the Company shall issue or sell Additional Shares of Common

Stock (as defined below) without consideration or for a consideration per share

equal to the greater of (i) the Exercise Price and (ii) the Fair Value (as

defined below) per share (except upon exercise of this Warrant), successively

upon each such issuance or sale, the Exercise Price immediately prior to such

issuance or sale of such shares shall be reduced to the lowest price determined

by multiplying each such Exercise Price by a fraction, (x) the numerator of

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