CONSENT AND SECOND AMENDMENT TO LOANAND SECURITY AGREEMENT

Exhibit 10.6

CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS CONSENT AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of October 13, 2016 (the “Second Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and ACURA PHARMACEUTICALS, INC., a New York corporation with offices located at 616 N. North Court, Suite 120, Palatine, Illinois (“Parent”) and ACURA PHARMACEUTICAL TECHNOLOGIES, INC., an Indiana corporation with offices locates at 16235 State Road 17, Culver, IN 46511 (“APT”, and along with Parent, individually and collectively, jointly and severally, “Borrower”).

WHEREAS, Collateral Agent, Borrower and Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of December 27, 2013 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof;

WHEREAS, Borrower is simultaneously herewith entering into a License Agreement with KEMPHARM, INC. a Delaware corporation, with its principal place of business at 2656 Crosspark Road, Coralville, IA 52241 (“KemPharm”), dated as of the date hereof, a true and complete copy of which is attached hereto as Exhibit A (the “License Agreement”);

WHEREAS, Borrower has requested that Collateral Agent and Lenders consent to certain licenses by Borrower to KemPharm, pursuant to the License Agreement, as described herein below to the extent that such consent may be required pursuant to Section 7.1 of the Loan Agreement;

WHEREAS, Collateral Agent and Lenders have agreed to provide such consent, but only to the extent set forth herein, in accordance with the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties set forth herein; and

WHEREAS, Borrower, Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:

“6.10 Financial Covenant. Until the occurrence of the Equity/License Event, Borrower shall maintain total cash reserves of at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) in Collateral Accounts which are subject to a Control Agreement in favor of Collateral Agent and maintained in accordance with the terms of Section 6.6.”

“Equity/License Event” is the receipt by Borrower of the following: (i) unrestricted net cash proceeds of Three Million Five Hundred Thousand Dollars ($3,500,000.00) in the form of upfront payment (and excluding any royalty payments) under the KemPharm License Agreement, on or before November 1, 2016, and (ii) unrestricted net cash proceeds of not less than Six Million Dollars ($6,000,000.00), on or after the Second Amendment Date, from (A) the issuance and sale by Borrower of its equity securities (including securities convertible into or exercisable for equity securities) and/or (B) “up front” payments in connection with a license, joint venture, collaboration or other partnering transaction (each of which must not be pursuant to or in furtherance of the KemPharm License Agreement or any other agreement that is in effect on the Second Amendment Date); provided, however, the unrestricted net cash proceeds to Borrower under clause (A) must be equal to or greater than Three Million Dollars ($3,000,000).

“KemPharm License Agreement” is that certain License Agreement by and between Borrower and KEMPHARM, INC. a Delaware corporation, with its principal place of business at 2656 Crosspark Road, Coralville, IA 52241, dated October 13, 2016, 2016, a true and complete copy of which was provided to Collateral Agent on or before the Second Amendment Date; provided, however, KemPharm License Agreement for the purposes of this Agreement shall not include any amendment thereto that: (i) would require the consent of the Required Lenders under Section 7 of the Loan Agreement, (ii) is adverse to the interests of Borrower, (iii) reduces the amount or change the form of consideration due to Borrower thereunder or (iv) postpones any payment due to Borrower thereunder, unless such amendment is specifically consented to by Collateral Agent in its discretion in writing.

“Second Amendment Date” is October 13, 2016, 2016.

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IN WITNESS WHEREOF, the parties hereto have caused this Consent and Second Amendment to Loan and Security Agreement to be executed as of the Second Amendment Date.