**EXHIBIT
      10.48**





**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
      with **** his **** right
      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 subpoena or court order issued by any agency or court of
      competent jurisdiction.





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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




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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:
            
            
            By:Dr. Donald K. Riker
            
            
            Robert
                E. Bosworth
              President
                  and Chief Operating OfficerDate:
            
            
            Date:























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