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                                  EXHIBIT 10.16

                    FIRST HORIZON PHARMACEUTICAL CORPORATION

                            INDEMNIFICATION AGREEMENT


         THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into as of the ____ day of ____________, 2000 by and between ____________
("Indemnitee") and FIRST HORIZON PHARMACEUTICAL CORPORATION, a Delaware
corporation (the "Corporation").

                                   WITNESSETH:

         WHEREAS, at the request of the Corporation, Indemnitee serves as a
director or executive officer of the Corporation, and in such capacity is
performing a valuable service for the Corporation; and

         WHEREAS, the Board of Directors of the Corporation has determined that
it is reasonable, prudent, and necessary for the Corporation to obligate itself
contractually to indemnify its directors and executive officers under
Indemnification Agreements in order to induce them to serve the Corporation; and

         WHEREAS, Indemnitee is willing to serve on the condition that he be
indemnified against risks associated with Indemnitee's service to the
Corporation as herein provided;

         NOW, THEREFORE, in consideration of the premises, the mutual promises
hereinafter contained, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:

         1.       INDEMNIFICATION.

                  (a)      The Corporation shall indemnify Indemnitee if
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that Indemnitee is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee in connection with
such action, suit, or proceeding if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe Indemnitee's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that Indemnitee's
conduct was unlawful.


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                  (b)      The Corporation shall indemnify Indemnitee if
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), actually and
reasonably incurred by Indemnitee in connection with the defense or settlement
of such action or suit if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of Delaware
or such other court shall deem proper.

                  (c)      To the extent that Indemnitee has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) of this Section 1, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

                  (d)      Any indemnification under subsections (a) and (b) of
this Section 1 (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
Indemnitee is proper in the circumstances because Indemnitee has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section 1. Such determination shall be made, with respect to Indemnitee if
Indemnitee is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

                  (e)      Expenses (including attorneys' fees) incurred by
Indemnitee in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of Indemnitee to repay such amount if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by
the Corporation as authorized in this Section 1. The terms and provisions of
this Subsection 1(e) shall be enforceable against the Corporation regardless of
the terms and provisions of any directors and officers insurance maintained by
the Corporation pursuant to Section 2 below.

                  (f)      The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this Section 1
shall not be deemed exclusive of any other rights Indemnitee may be entitled
under any law, bylaw, vote of stockholders or disinterested directors or
otherwise.




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                  (g)      For purposes of this Section 1, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Section 1 with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

                  (h)      For purposes of this Section 1, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Section 1.

                  (i)      The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 1 shall, continue as to
Indemnitee once Indemnitee has ceased to be a director, officer, or employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

                  (j)      In the event of payment of indemnification to a
person described in this Section 1, the Corporation shall be subrogated to the
extent of such payment to any right of recovery Indemnitee may have and
Indemnitee, as a condition of receiving indemnification from the Corporation,
shall execute all documents and do all things that the Corporation may deem
necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation effectively to
enforce any such recovery.

                  (k)      The Corporation shall not be liable under this
Section 1 to make any payment in connection with any claim made against
Indemnitee to the extent Indemnitee has otherwise received payment (under any
insurance policy, by-law or otherwise) of the amounts otherwise indemnifiable
hereunder.

         2.       INSURANCE. The Corporation shall use its reasonable best
efforts to maintain directors and officers insurance in amounts approved by the
Board of Directors of the Company.

         3.       NOTICES. All notices, requests, consents, and other
communications hereunder shall be in writing and shall be sent by Federal
Express or other nationally recognized overnight or same day courier service
providing a return receipt (and shall be effective when received, when refused
or when the same cannot be delivered, as evidenced on the return receipt) to the
following addresses:



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                  To Corporation:  First Horizon Pharmaceutical Corporation
                                   660 Hembree Parkway
                                   Suite 106
                                   Roswell, Georgia 30076
                                   Attention: President and Board of Directors

                  To Indemnitee:
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         4.       SEVERABILITY. If any provision or provisions of this Agreement
(or any portion thereof) shall be held to be invalid, illegal, or unenforceable
for any reason whatsoever: (a) the validity, legality, and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby; and (b) to the fullest extent legally possible, the provisions
of this Agreement shall be construed so as to give effect to the intent of any
provision held invalid, illegal, or unenforceable.

         5.       BINDING EFFECT; DURATION AND SCOPE OF AGREEMENT. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns (including the
executors, administrators, and heirs of Indemnitee's estate, and any direct or
indirect successor, by purchase, merger, consolidation, or otherwise, to all or
substantially all of the business or assets of the Corporation), heirs, and
personal and legal representatives. This Agreement shall continue in effect
during the Indemnification Period, regardless of whether Indemnitee continues to
serve as a director, officer, employee, or agent. "Indemnification Period" means
in which Indemnitee may be subject to any possible proceedings arising out of
the act or omission of Indemnitee for which Indemnitee is entitled to be
indemnified under this Agreement.

         6.       GOVERNING LAW, INTERPRETATION OF AGREEMENT, AND JURISDICTION.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, as applied to contracts between Delaware
residents entered into and to be performed entirely within Delaware. The
Corporation and Indemnitee each hereby irrevocably consent other jurisdiction of
the courts of the State of Delaware for all purposes in connection with any
action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be commenced, prosecuted
and continued only in the Court of Chancery of the State of Delaware in and for
New Castle County, which shall be the exclusive and only proper forum for
adjudicating such a claim.

         7.       MODIFICATION, WAIVER, TERMINATION, AND CANCELLATION. No
supplement, modification, termination, cancellation, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar), nor shall any such waiver constitute a continuing waiver.



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         8.       COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                       CORPORATION:

                                       FIRST HORIZON PHARMACEUTICAL
                                        CORPORATION


                                       By:
                                          -------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------

                                       INDEMNITEE:


                                       ----------------------------------------
                                       Name:
                                            -----------------------------------




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