EXHIBIT
      10.52




RETIREMENT
      AGREEMENT





THIS
      RETIREMENT AGREEMENT
      (hereinafter “Agreement”) is made and entered into by and between Donald K.
      Riker (“Dr. Riker”) and Chattem, Inc. (“Chattem”) in order to reach an amicable
      termination of their employment relationship and to promote harmonious relations
      in the future.





1.           Resignation
      as
      Officer.  Dr. Riker agrees that his employment as Vice
      President of Research and Development and Chief Scientific Officer for Chattem
      will terminate by his resignation from these positions effective January 31,
      2007 (“the Resignation Date”).  Following the Resignation Date, Dr.
      Riker will continue to be employed by Chattem without any officer designation
      or
      other title during the time period from February 1, 2007 through May 31, 2007,
      during which time period (a) Dr. Riker shall vacate his office at Chattem;
      (b)
      Dr. Riker shall perform such services, up to 16 hours per month, as are
      requested by Chattem; and (c) for these services set forth in 1(b) herein,
      Dr.
      Riker’s rate of compensation shall be reduced to the gross amount of Three
      Thousand Eight Hundred Forty-Six and 16/100 ($3,846.16) Dollars per bi-weekly
      pay period, less appropriate withholding for FICA, Medicare, and federal and
      state (if applicable) taxes.





2.           Retirement.  Dr.
      Riker agrees that his employment with Chattem will terminate by his retirement
      effective May 31, 2007 (“the Retirement Date”).  Thereafter, except as
      expressly provided herein, no future compensation, allowances, or benefits
      will
      accrue in his favor.





3.           Retirement
      Pay.  Provided that Dr. Riker signs this Agreement and does not
      revoke it, Chattem will voluntarily pay Dr. Riker, as Retirement Pay, the gross
      amount of Three Thousand Eight Hundred Forty-Six and 16/100 ($3,846.16) Dollars
      per bi-weekly pay period, less appropriate withholding for FICA, Medicare,
      and
      federal and state (if applicable) taxes, for a period of twenty (20) consecutive
      months from June 1, 2007 through January 31, 2009.  All payments of
      Retirement Pay hereunder will be made by direct deposit to Dr. Riker’s bank
      account according to Chattem’s normal payroll procedures and
      cycle.  Dr. Riker specifically acknowledges that the Retirement Pay
      and other consideration specified in this Agreement, supplant any bonus,
      commissions, or other pay to which he might otherwise be entitled, except as
      provided in paragraph 4 hereof.





4.           Bonus
      Participation.  To the extent that bonuses are paid to active
      employees of Chattem under the fiscal 2006 Chattem Short Term Incentive
      Compensation Plan (“Chattem Corporate Bonus Plan”), the parties acknowledge that
      Dr. Riker was eligible to participate in the Chattem Corporate Bonus Plan
      through November 30, 2006.  In the event that such bonuses are paid,
      Dr. Riker will be given full credit for the portions of the bonus based upon
      Chattem’s corporate performance and his individual performance.  Any
      bonus payable to Dr. Riker under this provision will be paid to him according
      to
      Chattem’s regular time-table for making such bonus payments to active
      employees.  Dr. Riker acknowledges that he will not be eligible for
      any other bonus from Chattem under any other program, plan or policy, including,
      without limitation, any pro
      rata participation in the fiscal 2007, 2008 or 2009 Chattem Corporate
      Bonus Plan.


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5.           Resignation/Retirement
      Benefits.





a.           Termination
      of Employee
      Benefits.  Dr. Riker agrees that all of his employee benefits
      will cease as of the Resignation Date (i.e., January 31, 2007), except as
      expressly provided herein.





b.           Health
      Insurance Premium
      Continuation.  During the time period from February 1, 2007
      through January 31, 2009, Chattem shall pay to Dr. Riker the gross amount of
      Five Hundred and 00/100 ($500.00) Dollars per month, which amount represents
      health insurance premiums for Dr. Riker and his spouse.





c.           Life
      Insurance.  As
      of the date of this Agreement, Dr. Riker may be participating in the Chattem,
      Inc. Non-Equity/Economic Benefit Split Dollar Life Insurance Benefit Plan
      Agreement (“Split Dollar Plan”), including a death benefit with respect to Dr.
      Riker under New York Life Assurance and Annuity Corporation (“New York Life”)
      Policy No. 56-401-498 in the amount of Two Hundred Seventy-Four Thousand Six
      Hundred Seventy-Seven and No/100 ($274,677.00) Dollars, and Policy No.
      56-401-509 in the amount of Twenty-Five Thousand and No/100 ($25,000.00) Dollars
      (together, the “New York Life Policy”).  Following the execution of
      this Agreement, Chattem shall use commercially reasonable efforts to obtain
      an
      increase in the death benefit with respect to Dr. Riker under the New York
      Life
      Policy to One Million and No/100 ($1,000,000.00) Dollars or obtain supplemental
      coverage under a separate policy that, together with the New York Life Policy,
      would provide a total death benefit of One Million and No/100 ($1,000,000.00)
      Dollars.  In the event Chattem is unable through commercially
      reasonable efforts to obtain the described coverage, Chattem shall not be in
      default in the performance of this section, nor shall Chattem be under any
      further obligation or duty to pursue or obtain coverage for Dr. Riker, his
      spouse, his dependents, or his beneficiaries.  Following the
      Resignation Date, Chattem shall maintain the New York Life Policy under the
      terms of the Split Dollar Plan, and any supplemental policy that may have been
      obtained in accordance with this paragraph 5(c), until January 31,
      2009.  On February 1, 2009, or as soon thereafter as practicable,
      Chattem shall assign and transfer ownership of the New York Life Policy and
      any
      supplemental policy to Dr. Riker, to the extent such policies are assignable,
      with Chattem retaining any cash surrender value in said
      policies.  Other than as described herein, nothing in this Agreement
      shall obligate Chattem to provide any life insurance or death benefit to Dr.
      Riker, his spouse, his dependents, or his beneficiaries after January 31, 2007
      under the Split Dollar Plan or otherwise, and Chattem shall not be or become
      an
      insurer of Dr. Riker, his spouse, his dependents, or his
      beneficiaries.  Further, nothing in this Agreement shall constitute a
      waiver or relinquishment of Chattem’s right to terminate, alter or amend the
      Split Dollar Plan.





6.           Retirement
      Plans.  As of the date of this Agreement, Dr. Riker may be
      participating in various Chattem Retirement Plans, including a 401(k) account
      (“Retirement Plans”).  Notwithstanding that Dr. Riker’s employment
      with Chattem shall continue until the Retirement Date, for purposes of the
      Retirement Plans, January 31, 2007 shall be Dr. Riker’s Severance from
      Employment Date.


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7.           Positive
      Job Reference and
      Non-Disparagement.  In the event that an authorized
      representative of Chattem (for purposes of this paragraph "authorized
      representative" means an officer of Chattem or any member of Chattem’s Human
      Resources Department) is contacted by any person or entity concerning Dr.
      Riker’s employment by Chattem, such representative of Chattem will refer such
      inquiry to Chattem’s Director of Human Resources or President/Chief Operating
      Officer who will provide a positive reference.  Dr. Riker agrees that
      he will not make any disparaging, negative, or unfavorable verbal or written
      statements of any nature whatsoever about Chattem, its management, operations,
      products, services, directors, officers, employees or agents.





8.           Stock
      Options.Attached as Exhibit A is
      a
      schedule that sets forth, among other things, the number of options granted
      to
      Dr. Riker, the number of options previously exercised, the options outstanding
      after exercise, and the number of vested and exercisable options as of May
      31,
      2007 (i.e., the Retirement Date).  In accordance with the terms of
      Chattem’s Non-Statutory Stock Option Plans, the options vested and exercisable
      as of the Retirement Date may be exercised at any time on or before three (3)
      years after the Retirement Date.  After May 31, 2010, all such vested
      and unexercised options shall expire.  The stock options granted to
      Dr. Riker that are not vested as of the Retirement Date shall expire and
      terminate on such Retirement Date.  The 25,000 options to acquire
      common stock of Chattem granted to Dr. Riker on April 20, 2005 (“2005 Options”)
      are subject to a First Amendment to Grant Agreement dated November 30, 2005
      (the
“First Amendment”), which, among other things, accelerated the vesting of all
      25,000 of the 2005 Options but prohibits Dr. Riker as the optionee from
      transferring any shares acquired pursuant to such accelerated options prior
      to
      the date such options would have become vested as set forth in the vesting
      schedule attached to the Grant Agreement dated April 20, 2005.  As of
      the Retirement Date, 12,500 of the shares to be acquired under the 2005 Options
      are transferable, and 12,500 of the shares to be acquired under the 2005 Options
      are not transferable until April 20, 2008 as to 6,250 shares and April 20,
      2009
      as to 6,250 shares.





9.           Restricted
      Stock.On January 26, 2005, Dr. Riker was granted 3,000 shares
      of restricted stock (the “Restricted Stock”).  As of the Retirement
      Date, 1,500 shares of the Restricted Stock will have vested and forfeiture
      restrictions will have terminated.  The parties agree that the
      remaining 1,500 shares of restricted stock shall be forfeited as of the
      Retirement Date.




10.           Dr.
      Riker’s Consulting
      Services.  Dr. Riker agrees that, from the Retirement Date
      through January 31, 2009, upon request by Chattem, he will provide a minimum
      of
      16 hours of consulting services (“Consulting Hours”) per month to Chattem for no
      additional compensation beyond the Retirement Pay and Benefits specified
      herein.  Chattem will pay Dr. Riker the gross amount of Two Hundred
      Twenty-Five and No/100 ($225.00) Dollars for each Consulting Hour provided
      by
      Dr. Riker to Chattem in excess of 16 Consulting Hours per month.  Any
      consulting hours not requested or used by Chattem in a given month will not
      carry forward as a credit in future months.  Dr. Riker acknowledges
      that he must obtain express approval from Chattem’s Chief Executive Officer,
      President & Chief Operating Officer, or such other person as either of them
      may designate, before he provides to Chattem more than 16 Consulting Hours
      in
      any given month and/or before he incurs expenses on behalf of
      Chattem.  Any expenses incurred


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by
      Dr.
      Riker on behalf of Chattem, approved by Chattem prior to incurrence, and
      submitted to Chattem in a timely manner, will be reimbursed.  In the
      absence of specific instruction from Chattem, the consulting services performed
      by Dr. Riker may be performed at Chattem, at Dr. Riker’s offices, or at other
      venues that the parties mutually deem appropriate to the efficient and timely
      completion of the assignment.





11.           General
      Release.  In
      consideration for the Retirement Pay and Benefits conferred upon Dr. Riker
      as
      outlined in this Agreement, Dr. Riker agrees to release Chattem and each of
      its
      officers, directors, employees, agents, attorneys, subsidiaries and affiliates
      from any and all charges, complaints, claims, liabilities, obligations, actions,
      causes of action, suits, demands, costs, losses, damages and expenses, of any
      nature whatsoever, known or unknown, including, but in no way limited to, any
      claims under Title VII of the Civil Rights Act of 1964 (Title VII); The Age
      Discrimination in Employment Act (ADEA); the Americans with Disabilities Act
      (ADA); the Employee Retirement Income Security Act of 1974, as amended (ERISA);
      42 U.S.C. §1981; the Occupational Safety and Health Act, 29 U.S.C. §651 et seq. (OSHA); the Family
      and Medical Leave Act, 29 U.S.C. §2601 et seq. (FMLA); the federal
      False Claims Act; the Tennessee Human Rights Act; the Tennessee Public
      Protection Act; any claim based on express or implied contract; any claims
      of
      promissory estoppel; any action arising in tort, including, but in no way
      limited to, libel, slander, defamation, intentional infliction of emotional
      distress, or negligence; any claim for wrongful discharge, any constitutional
      claims, or any claim under all laws relating to the violation of public policy,
      retaliation or compensation; any claims arising under employment or disability
      discrimination or whistleblower laws; or any claims under other applicable
      federal, state or local law, regulation, ordinance or order, at common law
      or
      otherwise arising out of their employment relationship or the termination of
      their employment relationship, which Dr. Riker now has, owns or holds, or claims
      to have, own or hold, or which he at any time heretofore had, owned or held,
      or
      claimed to have, own or hold against them.  It is agreed that this is
      a general release and it is to be broadly construed as a release of all claims;
      provided that, this paragraph expressly does not include a release of any claims
      that cannot be released hereunder by law.  Dr. Riker hereby
      acknowledges that he has received from Chattem all wages and compensation which
      he is owed by Chattem or to which he is entitled by law as of his last pay
      period.  Dr. Riker hereby acknowledges that Chattem has in no way
      interfered withhisright
      to take any leave
      to which he may have been entitled by law or under Chattem’s
      policies.  Dr. Riker further acknowledges that Chattem has allowed him
      to take any such leave for which he was eligible and which he
      requested.  Dr. Riker further acknowledges that he has reported any
      and all workplace injuries that he has incurred or suffered to
      date.





12.           Confidentiality
      of
      Agreement.  In further consideration for the above Retirement
      Pay and Benefits, Dr. Riker agrees that he will keep the terms and amount of
      this Agreement completely confidential, and that he will not hereafter disclose
      any information concerning this Agreement to any person or entity other than
      his
      attorneys, his tax and financial advisors and his spouse, except as required
      by
      law; provided, that those individuals will be deemed to be his agents and,
      therefore, also bound by this Agreement.  Dr. Riker further recognizes
      and acknowledges that strict confidentiality is of the essence of this
      Agreement, and that Chattem would suffer immediate and irreparable harm in
      the
      event of any breach of that confidentiality.  Nothing in this
      Agreement shall prevent Dr. Riker from responding to a


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subpoena
      or court order issued by any agency or court of competent
      jurisdiction.





13.           Non-disclosure
      of Confidential
      Information.  As further consideration for the benefits
      conferred upon Dr. Riker by this Agreement, Dr. Riker agrees that he will not
      divulge, furnish or make accessible to anyone or use in any way any confidential
      or secret knowledge or information of Chattem that Dr. Riker has acquired or
      become acquainted with during his employment by Chattem, whether developed
      by
      himself or by others concerning any products, financial information, techniques,
      data, ideas, trade secrets, confidential or secret designs, processes, formulae,
      plans, devices or material (whether or not patented or patentable) directly
      or
      indirectly useful in any aspect of the business of Chattem; any customer
      information, marketing information, business plans, merchandising information,
      pricing information, strategies, or supplier lists of Chattem; any confidential
      or secret development or research work of Chattem; any other confidential
      information or secret aspects of the business of Chattem; or any information
      relating to personal matters, stock ownership, contracts, investments, legal
      matters or business affairs of Chattem which are of a proprietary or
      confidential nature, or maintained as information not generally disclosed to
      the
      public, whether communicated orally or in writing (collectively, the
“Confidential Information”).  Dr. Riker acknowledges that Confidential
      Information constitutes a unique and valuable asset of Chattem and represents
      a
      substantial investment of time and expense by Chattem, and that any disclosure
      or other use of such Confidential Information other than for the sole benefit
      of
      Chattem would be wrongful and would cause irreparable harm to
      Chattem.  Dr. Riker will refrain from any acts or omissions that would
      reduce the value of such Confidential Information to Chattem.  Dr.
      Riker further acknowledges that this provision is of the essence of this
      Agreement, and that Chattem would suffer irreparable harm in the event of any
      breach of this provision.





14.           Surrender
      of Materials Upon
      Retirement.  Dr. Riker hereby agrees that, upon the Retirement
      Date, he will immediately surrender to Chattem all personal notes, drawings,
      manuals, documents, photographs, computer programs, disks or the like, including
      all copies thereof, relating to any Confidential Information.  In
      addition, Dr. Riker agrees to return to Chattem, immediately upon the Retirement
      Date, all Chattem property, including, but not limited to, credit cards,
      computer hardware, computer software, cell phones, pagers, office and plant
      keys
      or cards, and office supplies.





15.           Agreement
      Not to Interfere, Solicit
      or Compete.  Dr. Riker agrees that, for a period of twenty-four
      (24) months following the Resignation Date (the “Non-Competition Period”), he
      will not, directly or indirectly, either for the benefit of himself or for
      the
      benefit of any other person, firm, corporation, or other entity, without the
      prior written consent of Chattem, which consent may be withheld by Chattem
      in
      its sole discretion, take any action to interfere with the relationships between
      Chattem and its suppliers, customers, clients and/or business
      partners.  He further agrees that he will not induce or attempt to
      induce any supplier, customer, client and/or business partner of Chattem to
      withdraw, curtail or cease doing business with Chattem.  Dr. Riker
      also agrees that, during the Non-Competition Period, he will not, directly or
      indirectly, induce or attempt to induce any employee of Chattem to leave the
      employ of Chattem.  Further, Dr. Riker agrees that, during the
      Non-Competition Period, he will not, directly or indirectly, assist or encourage
      any other person in carrying out any activity that would be prohibited by the
      foregoing provisions of this Paragraph 15, if such activity were carried out
      by


5


Dr.
      Riker
      either directly or indirectly.  During the Non-Competition Period, Dr.
      Riker covenants and agrees that he will not directly or indirectly offer or
      provide any information or services, including, without limitation, employment
      or consulting services, to any person or entity, relating to the development,
      manufacture, production, distribution, marketing or sale of products or product
      categories which are competitive with, or are substantially similar to, products
      or product categories which were developed, manufactured, produced, distributed,
      marketed or sold by Chattem as of the Resignation Date and/or during the period
      of time that Dr. Riker is providing consulting services to
      Chattem.  Notwithstanding the foregoing, the parties agree that Dr.
      Riker may (i) provide information or services to such person or entity if such
      services are limited exclusively to products that are not competitive with,
      or
      substantially similar to, products or product categories which were developed,
      manufactured, produced, distributed, marketed or sold by Chattem in territories
      and trade channels in which Chattem’s products are sold as of the Resignation
      Date and/or during the period of time from February 1, 2007 through January
      31,
      2009; or (ii) provide information or services to such person or entity if such
      services are limited exclusively to products that are not marketed or sold
      in
      territories or trade channels in which Chattem’s products are marketed or sold;
      or (iii) continue to provide services to such person or entity in a product
      category that Chattem enters into after Dr. Riker is initially engaged to
      provide such services by such person or entity.  Attached as Exhibit B is a list
      of Chattem’s product categories as of the Resignation Date.





16.           Litigation.  Dr.
      Riker agrees that it is an essential term and condition of this Agreement that
      he cooperate with Chattem and its counsel in any claims and/or lawsuits
      involving Chattem of which he may have particular knowledge or in which he
      may
      be a witness through January 31, 2009.  Such cooperation includes
      meeting with Chattem representatives and counsel to disclose such facts as
      Dr.
      Riker may know; preparing with Chattem counsel for any deposition, trial,
      hearing or other proceeding; attending any deposition, trial, hearing or other
      proceeding to provide truthful testimony; and providing other assistance to
      Chattem and to Chattem’s counsel in the defense or prosecution of litigation as
      may, in the judgment of Chattem’s counsel, be necessary.  Chattem
      agrees to reimburse Dr. Riker for reasonable and necessary expenses incurred
      by
      Dr. Riker in the course of complying with this obligation of
      cooperation.  The parties agree that, to the extent Dr. Riker is
      required to provide information and assistance in connection with this
      paragraph, each hour of time spent fulfilling such requirement shall be
      considered a Consulting Hour, and, as set forth in paragraph 10 herein, Chattem
      will pay Dr. Riker the gross amount of Two Hundred Twenty-Five and No/100
      ($225.00) Dollars for each Consulting Hour provided by Dr. Riker to Chattem
      in
      excess of 16 Consulting Hours per month.





17.           Remedies.Dr.
      Riker
      agrees that the covenants specifically set forth in paragraphs 7, 8, 9, 10,
      11,
      12, 13, 14, 15 and 16 of this Agreement are of the essence of this Agreement;
      that each of such covenants is reasonable and necessary to protect and preserve
      the interests and properties of Chattem; and that irreparable loss and damage
      will be suffered by Chattem should Dr. Riker breach any of such
      covenants.  In the event of a breach of any of these provisions, this
      Agreement shall not be void; however, Chattem will thereafter have no further
      obligations to pay any compensation, including, without limitation, Retirement
      Pay, to Dr. Riker pursuant to this Agreement.  Dr. Riker agrees and
      consents that, in addition to all other remedies provided at law or in equity,
      Chattem shall be entitled file an action in a court of appropriate


6


jurisdiction
      to seek a temporary restraining order and temporary and permanent injunctions
      to
      prevent a breach or contemplated breach of any of the aforementioned
      covenants.  Thereafter, any action by Chattem to recover appropriate
      damages, attorney fees and costs shall be submitted to arbitration pursuant
      to
      paragraph 24 herein.  Similarly, Chattem agrees and consents that, in
      addition to all other remedies provided at law or in equity, Dr. Riker shall
      be
      entitled file an action in a court of appropriate jurisdiction to seek a
      temporary restraining order and temporary and permanent injunctions to prevent
      a
      breach or contemplated breach of any of the covenants contained in this
      Agreement which impose obligations upon Chattem in favor of Dr.
      Riker.  Thereafter, any action by Dr. Riker to recover appropriate
      damages, attorney fees and costs shall be submitted to arbitration pursuant
      to
      paragraph 24 herein.





18.           Opportunity
      to
      Review.  Dr. Riker represents and acknowledges that he has
      carefully read and understands all of the provisions of this Agreement, and
      that
      he is voluntarily entering into this Agreement.  Dr. Riker represents
      and
      acknowledges that he has been advised in writing to, and has been afforded
      the
      right and opportunity to consult with an attorney prior to executing this
      Agreement; that he has twenty-one (21) days within which to consider this
      Agreement; that he has seven (7) days following its execution within which
      to
      revoke this Agreement; and that this Agreement, and any consideration due
      hereunder, will not become effective until after the revocation period has
      expired.  Dr. Riker further acknowledges and confirms that the
      only consideration for him signing this Agreement are the terms and conditions
      stated in writing in this Agreement, and that no other promise or agreement
      of
      any kind, other than those set out in writing in this Agreement, has been made
      to him by any person to cause him to sign this Agreement.





19.           Indemnification.
      In further
      consideration for the above, Dr. Riker agrees to indemnify and hold Chattem
      harmless from and against any and all loss, cost, damage or expense, including,
      without limitation, attorney fees, incurred by Chattem arising out of any breach
      of this Agreement by Dr. Riker.  Chattem agrees to indemnify and hold
      Dr. Riker harmless from and against any and all loss, cost, damage or expense,
      including, without limitation, attorney fees, incurred by Dr. Riker arising
      out
      of any breach of this Agreement by Chattem.





20.           Non-admission.  This
      Agreement will not in any way be construed as an admission by Chattem of any
      acts of discrimination or misconduct whatsoever against Dr. Riker or any other
      person, and Chattem specifically disclaims any liability to or discrimination
      against Dr. Riker or any other person, on the part of itself, its employees
      or
      its agents.





21.           Governing
      Law.  This
      Agreement is made and entered into in the State of Tennessee, and will in all
      respects be interpreted, enforced and governed under the laws of that
      State.


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22.           Binding
      Effect.  All
      covenants, representations, and agreements made by or on behalf of Dr. Riker
      and
      Chattem contained in the Agreement will be binding upon the parties and their
      respective spouses, successors, representatives, assigns, heirs and
      estates.





23.           Entire
      Agreement.  This Agreement sets forth the entire agreement
      between the parties, and fully supersedes any and all prior agreements or
      understandings between them pertaining to the subject matter
      hereof.  It is agreed that this Agreement may be modified only by a
      subsequent, written agreement, executed by both parties.





24.           Arbitration.  Dr.
      Riker expressly waives any right to a jury trial or to go to court concerning
      any and all disputes arising regarding the interpretation, enforcement, or
      performance of this Agreement.  Any and all disputes arising regarding
      the interpretation, enforcement, or performance of this Agreement, except as
      specifically set forth in paragraph 17 herein, shall be resolved by binding,
      confidential arbitration in Chattanooga, Tennessee, which arbitration shall
      be
      governed by the Arbitration Rules established by the American Arbitration
      Association.  The arbitrator shall have full authority to enforce the
      Agreement, including injunctive or other equitable relief.





This
      Agreement includes a waiver and
      general release of all known and unknown claims.  Dr. Riker
      acknowledges that he has carefully read and understands this
      Agreement.  Dr. Riker is advised to consult an attorney before
      executing this waiver and general release of all claims.





The
      undersigned have executed this
      Agreement on the dates reflected by their signatures.





CHATTEM,
      INC.





By:
            /s/
              Donald K. Riker
            
            By:
            /s/
              Robert E. BosworthDr.
              Donald K. Riker
            
            
            Robert
              E. BosworthPresident
                and Chief Operating OfficerDate:
            
            
            Date:





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