Related Party Transactions and Outside Related Director Information

Hi-Tech Pharmacal Co., Inc. (HITK)

9/22/2005 Proxy Information

David S. Seltzer is the son of Bernard Seltzer.

Reuben Seltzer is currently serving as a consultant to Hi-Tech Pharmacal Co., Inc. on legal matters and special projects. Reuben Seltzer is the son of Bernard Seltzer and brother of David S. Seltzer.

Bruce W. Simpson is a consultant to Hi-Tech Pharmacal Co., Inc.

For the fiscal year ended April 30, 2005, Mr. Reuben Seltzer was engaged by the Company to provide business development and legal services. For such services, Mr. Reuben Seltzer received $199,000. Mr. Reuben Seltzer is a director of the Company and the son of Mr. Bernard Seltzer, the Company’s Chairman of the Board Emeritus and a brother of David S. Seltzer, the Company’s Chairman, President, Chief Executive Officer, Secretary and Treasurer.

The Company and Reuben Seltzer have a 16.9% and 17.4% interest, respectively, in Marco Hi-Tech JV Ltd., a New York corporation (“Marco Hi-Tech”), which markets raw materials for nutraceutical products and has licensed the patent rights to Huperzine and analogues from the Mayo Clinic. Marco Hi-Tech manufactures and distributes Huperzine as a dietary supplement under the Dietary Supplement Health and Education Act of 1994 and is developing analogues and derivatives to Huperzine. It is currently developing other products for the nutraceutical market. The Company is the holder of a secured convertible subordinated note in the amount of $88,600 made by Marco Hi-Tech, bearing interest at the rate of twelve (12%) percent and maturing in 2007. The loan, which increases Hi-Tech’s capital in Marco Hi-Tech, was a condition to Marco Hi-Tech’s lender’s increasing its line of credit.

The Company believes that material affiliated transactions between the Company and its directors, officers, principal stockholders or any affiliates thereof have been, and will be in the future, on terms no less favorable than could be obtained from unaffiliated third parties.

Tashlik, Kreutzer Goldwyn & Crandell P.C. received $389,000 in legal fees and disbursements for services performed for the Company during the Company’s fiscal year ended April 30, 2005. Mr. Martin M. Goldwyn, an officer of such firm, is a director of the Company.