EX-10.25.2



 Exhibit 10.25.2 

Bayer HealthCare 

AMENDMENT 
 AMENDMENT
NUMBER 2 TO THE MANUFACTURING IN AGREEMENT DATED February 6, 2008 BETWEEN CUMBERLAND PHARMACEUTICALS INC. (“COMPANY”) AND BAYER HEALTHCARE LLC, ANIMAL HEALTH DIVISION (“BAYER”) 

 
  

			
		
	 EFFECTIVE DATE:
  

The Effective Date of this Amendment is
	  	                6/30/2012          
      
		  	           Month/Day/Year

 


  
 BACKGROUND:

 The Parties wish to modify the Toll Manufacturing Agreement, dated February 6. 2008 (the “Agreement”), to
revise terms as provided herein. 
 NOW, THEREFORE, in consideration of the above premises and the covenants set forth in this Amendment, the
Agreement shall be and hereby is amended so that, on and after the Amendment Effective Date, the Agreement between the Parties shall be as modified in this Amendment. 
 AGREEMENT: 

 ̈Yes        x No
  Are Sections hereby amended and replaced in their entirety? If yes, specify Section(s) and describe 

                         
       the new terms: 
 Section
                                         
                                         
   is hereby amended and replaced in its entirety to read:      

                        
                                         
                                         
                                         
                                         
                 

                        
                                         
                                         
                                         
                                         
                 

                        
                                         
                                         
                                         
                                         
                 

                        
                                         
                                         
                                         
                                         
                 

                        
                                         
                                         
                                         
                                      

x Yes         ̈ No
  Are there Additional Terms to the Agreement? If yes, specify and describe the new terms: 
 The Parties desire to extend the
toll agreement through September 2013 to support the manufacturing of Acetadote as indicated in the attached forecast. Additional terms are as follows: 
 Cumberland will guarantee a minimum volume equal to the number of batches as shown an the attached forecast, otherwise a financial penalty of $[***] per unit will be paid by Cumberland for the amount
of the reduced volume 
  
  

Attachment 1: Forecast 
 All other
provisions of the Agreement not expressly modified by this Amendment shall remain in full force and effect. 
  

 
 SIGNATURES: 

By signing below, the undersigned acknowledge that they have read and understand, and agree to be legally bound by the terms of this Amendment and the
Amended Agreement. If a person is signing below on behalf of an entity or another person, the person signing has been properly authorized and empowered to sign this Amendment on behalf of that entity or other person and to bind that entity or other
person to this Agreement. 








			
	COMPANY	  	BAYER HEALTHCARE LLC
		
	By: /s/ A.J. Kazimi	  	By: /s/ Steve Meekes
		
	Name: A.J. Kazimi	  	Name: Steve Meekes
		
	Title: Chief Executive Officer	  	Title: Vice President Product Supply
		
	Date: August 3, 2012	  	Date: 8/6/12

 Attachment 1 

	


  
 1 








 Date: 2013 
 Delivery Forecast Spreadsheet 
 [***]