Exhibit 10.2 




Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as [*]. A complete
version of this exhibit has been filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 



CONFIDENTIAL
TREATMENT REQUESTED BY BRADLEY PHARMACEUTICALS, INC. 



AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT 



This amendment (“Amendment”) dated
as of August 1, 2007 is entered into by and between Bradley Pharmaceuticals, Inc., a
Delaware corporation with its principal place of business located at 383 Route 46 West,
Fairfield, New Jersey 07004 (“Customer”), and Cardinal Health, with its principal place
of business located at 7000 Cardinal Place, Dublin OH 43017 (“Service Supplier”). 



WHEREAS, Customer and Service
Supplier have entered into that certain Distribution Services Agreement effective July 1,
2004, as previously amended (the “Agreement”); and 



WHEREAS, Customer and Service
Supplier desire to further amend the Agreement. 



NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties, intending to be legally bound hereby,
agree to amend the Agreement as follows: 



1.         The following Articles of the
Agreement are hereby deleted in their entirety and replaced with the following: 



ARTICLE 2.2.1 



	  	
Inventory
Levels. During the term of this Agreement, Service Supplier will use best
efforts to maintain on hand inventory levels on all Products at levels no
greater than:  






	  	
(a)
*** 
(b) *** 
(c) *** 






ARTICLE 2.4 



	  	
Service
Level. Service Supplier agrees to use best commercial efforts to service
provider orders for Products at a 98% service level. Service level will be
calculated according to Service Supplier’s then current, standard adjusted
service level report.  






ARTICLE 2.6 



	  	
New
Product Launch Support. Service Supplier will provide the following support for
Customer’s future new product launches:  






	 	(a)  	  	Stocking
each distribution center with quantities as                        reasonably determined
by Customer, in no case to exceed                        *** days of anticipated demand;
and 






	 	(b)  	  	Providing
daily sales out reports for the first 60 days                        of product launch,
if such reports are requested in                        advance by Customer. 






ARTICLE 3.1 



	  	
Term
and Termination. The term of this Agreement shall commence on the Effective Date
and continue in effect through December 31, 2009. Thereafter this Agreement
shall automatically renew for successive twelve month renewal periods unless
either party provides the other not less than sixty (60) days’ prior written
notice of termination of the Agreement at the end of the then-current term. This
Agreement may also be terminated (a) by mutual written agreement of Customer and
Service Supplier at any time; (b) by the non-breaching party in the event of a
breach of any of the terms of this Agreement that is not cured within
thirty (30) days following written notification of such breach to the
breaching party; or (c) by either party in the event of the institution
(whether voluntarily or involuntarily) of bankruptcy, insolvency,
liquidation or similar proceedings by or against the other party or the
assignment of the other party’s assets for the benefit of creditors.  







 
	 	
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Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as [*]. A complete
version of this exhibit has been filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


2.         A new Article 2.8 is added to the
Agreement, reading, in its entirety, as follows: 



Article 2.8 



	  	
Business
Development Support. Commencing January 1, 2008, Service Supplier will allow
Customer to utilize one or more business development support programs listed in
Schedule B with respect any Products to the extent the aggregate point value of
such Product/program combinations so utilized by Customer do not exceed
three (3) points in any calendar year. During the period commencing
August 1, 2007 and running through December 31, 2007, Service Supplier
will allow Customer to utilize one or more business development support
programs listed in Schedule B with respect any Products to the extent
the aggregate point value of such Product/program combinations so
utilized by Customer do not exceed two (2) points.  






3.         Schedule A set forth in the
Agreement is hereby deleted in its entirety and replaced with Schedule A as set forth on
Attachment 1 to this Amendment. 



4.         A new Schedule B is added to the
Agreement, reading in it entirety as set forth on Attachment 2 to this Amendment. 



All remaining terms and conditions
of the Agreement not expressly amended by this Amendment shall remain in full force and
effect. 



In the event of a conflict between
any terms contained in this Amendment and the terms contained in the Agreement, the terms
contained in this Amendment shall govern. 



All defined terms not expressly
defined in this Amendment shall have the meaning ascribed to them in the Agreement. 



IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first set forth above. 


 


	Bradley Pharmaceuticals, Inc.	Cardinal Health

	 	 	 	 
	By:	/s/ Alton Delane	By:	/s/ Melissa Laber
	Name:	Alton Delane	Name:	Melissa Laber
	Title:	V/P Business Development	Title:	Director Strategic Purchasing






	 	
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Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as [*]. A complete
version of this exhibit has been filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


Attachment 1 



Schedule A
                                   
Service Fee 



A service fee (the “Service Fee”)
equal to the sum of the each of rates specified below for the applicable quarter,
multiplied by the total volume of Product purchased by Service Supplier during such
quarter, valued at the Customer’s list price at the time the Product was purchased, shall
be paid quarterly by Customer to Service Supplier. The Service Fee for each quarter shall
be adjusted by deducting from the fee otherwise payable pursuant to the immediately
preceding sentence, the following: 



	  	
1.
“Inventory Appreciation,” meaning the difference in the value of on          hand
inventory and on order inventory actually received at the lower          price
immediately preceding a price increase and the value of such          inventory
immediately after a price increase for Product. 






	  	
2.
The net value of any deals or promotions on Product acquired from          Customer
during the quarter calculated for each unit of Product so          acquired as the
difference between the Customer’s list price and actual          acquisition cost before
cash discount, reflecting off-invoice amounts          or rebates, less any deals or
rebates passed on to Service Supplier’s          customers that are different from
Service Supplier’s normal pricing to          those customers, other than, and excluding,
any amounts relating to          launches of new Products. 






To the extent the value of Inventory
Appreciation and any Product deals and promotions exceed the Service Fee payable, prior
to any deductions, in a quarter, the amount of such excess value shall be deducted from
the Service Fee payable in future quarters. 



Service Supplier will invoice
Customer for the Service Fee for the applicable calendar quarter within twenty-five (25)
days following the end of such calendar quarter. Customer shall pay Service Supplier the
invoiced Service Fee in full within thirty (30) days of the date of such invoice in the
form of a check or a credit memo. Any amounts that Customer does not dispute by notice to
Service Supplier during the thirty (30) day payment period will be deemed to be
undisputed and if such amounts are not paid during such thirty (30) day period, the
undisputed amounts may be deducted without notice by Service Supplier from any amounts
due Customer. Customer agrees to promptly meet with Service Supplier in person or by
telephone conference to resolve in good faith any issues relative to disputed fees within
sixty (60) days of notice of a dispute and, at Service Supplier’s request, to involve
Customer’s senior management in such discussions at the levels requested by Service
Supplier. 




  	
        

      
	
        Each Calendar Quarter During

      	
        Fee Description

      	
        Rates

      
	
        

      
	
        July 1, 2004 - June 30,
   2005

      	
        Base Services Fee

          Purchase Forecast
  Requirement Fee

      	
        *** %

          *** %

      
	
        

      
	
        July 1, 2005 - June 30,
   2006

      	
        Base Services Fee

          Purchase Forecast
  Requirement Fee

      	
        *** %

          *** %

      
	
        

      
	
        July 1, 2006 – July 31,
   2007

      	
        Base Services Fee

          Purchase Forecast
  Requirement Fee

      	
        *** %

          *** %

      
	
        

      
	
        August 1, 2007 and thereafter

      	
        Base Services Fee

          Purchase Forecast
  Requirement Fee

      	
        *** %

          *** %

      
	
        

      




Customer is not, and does not,
guarantee the economic or other terms governing Service Supplier’s resale of Customer’s
products to Service Supplier’s customers. 




 
	 	
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Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as [*]. A complete
version of this exhibit has been filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


Attachment 2 



Schedule B 

                      Business Development Support Programs 




Service Supplier will make available
for Customer participation the programs listed below (subject to modification, deletion
or replacement of any program as part of Service Supplier’s standard offerings to
Customer and other customers of Service Supplier similar to Customer). Normal
requirements for participation, such as qualifications for automatic shipping of new
products, will apply. 



		•		Service
Flash




		•		Manufacturer
Service Flash Subscription




		•		First
Fax




		•		Health
Magazines Advertising




		•		First
Script




		•		Telemarketing




		•		Direct
Mail




		•		eConnections




For purposes of determining
point-based limits on Customer’s eligibility to utilize the programs listed above, each
of the programs has a minimum point value of one when selected for use with any Product.
The specific program selected by Customer and the Product or Products to which Customer
wishes the program to be applied will determine the actual point value to be charged to
Customer with respect to the particular selection. Customer should contact Service
Supplier’s Business Development Group for point value quotes for specific program/Product
combinations. 





 
	 	
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