Exhibit 10.54

EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT

THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.

FIRST AMENDMENT TO

THE LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT BETWEEN ELITE

PHARMACEUTICALS, INC./ELITE LABORATORIES, INC. AND LANNETT COMPANY, INC.

This Amendment, dated as of July 29, 2019 (the “Amendment”), by and between Elite Pharmaceuticals, Inc., a Nevada corporation and Elite Laboratories, Inc., a Delaware corporation with offices at 165 Ludlow Avenue, Northvale, New Jersey 07647 (collectively “Elite”) and Lannett Company, Inc., a Delaware corporation located at 9000 State Road, Philadelphia, PA 19136 and/or its Affiliates (“Lannett”) (and together the “Parties”) relating to that License, Supply and Distribution Agreement between the Parties dated March 6, 2019 (the “Agreement”);

WHEREAS Lannett and Elite desire to amend the Agreement on the terms and subject to the conditions contained herein, and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.

NOW, THEREFORE in consideration of the mutual covenants and agreements contained herein, the sufficiency, adequacy and satisfaction of which are hereby acknowledged, Lannett and Elite hereby agree as follows:

v. “Net Profits” is calculated as listed in Schedule C and means the Net Sales of a Product minus the sum of (i) the Distribution Fee, (ii) Transfer Price of Product and (iii) shipping costs from the Facility:

EXPLANATORY NOTE: [***] INDICATES THE PORTION OF THIS EXHIBIT

THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.

Schedule A: Products

Schedule B: Product Specifications

Schedule C: Quarterly Report for Calculation of Net Profit

Schedule D: Shipping Instructions

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THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.

Schedule C

Quarterly Report for Calculation of NET Profit

Product Name:________________________________________________________

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THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND

(II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.

Except as expressly provided in this Amendment, the Agreement and all provisions therein are and shall continue to be in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.

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