First Amendment to Account Services Agreement



 Exhibit 10.1 
 Emerson Healthcare LLC 
 First Amendment to Account Services Agreement

 This First Amendment to Account Services Agreement (this “Amendment”) dated as of this 3rd day of
February, 2012 (the “Effective Date”), is between Emerson Healthcare LLC, a Pennsylvania limited liability company located at 407 E. Lancaster Avenue, Wayne, PA 19087 (“Emerson”), and SCOLR Pharma, Inc., a Delaware
corporation located at 19204 North Creek Pkwy #100, Bothell, WA 98011 (“SCOLR”). 
 WHEREAS, Emerson and
SCOLR are parties to that certain Account Services Agreement dated as of August 27, 2010 (the “Services Agreement”); 
 WHEREAS, the Services to be performed by Emerson pursuant to the Agreement include collection and management of SCOLR’s accounts, including administration and remittance to SCOLR of Received
Accounts; and 
 WHEREAS, the parties wish to amend the Services Agreement in certain respects. 

NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows: 
 AGREEMENT 
 1. Defined Terms. Capitalized terms used herein but not defined shall have the meanings given to them in the Services Agreement. 
 2. Amendments. 
 (a) A new Section 3(a)(v) shall be inserted as
follows: 
  

	 	“(v)	Promptly following the issuance of a new invoice to an account serviced by Emerson under this Agreement, Emerson shall disburse to SCOLR an amount equal to 90% of such
invoice (each disbursement a “Service Invoice Disbursement”). Notwithstanding the foregoing, Emerson shall have no obligation to make Service Invoice Disbursements after December 31, 2012 or during any time that aggregate
unreimbursed Servicer Invoice Disbursements exceed $1,200,000. 

 (b) Existing Sections 3(a)(v), 3(a)(vi) and
3(a)(vii) shall be renumbered as Sections 3(a)(vi), 3(a)(vii) and 3(a)(viii). Cross-references to such Sections elsewhere in the Agreement shall be deemed to refer to the corresponding re-numbered section. 

(c) The first sentence of re-numbered Section 3(a)(vii) of the Services Agreement shall be deleted in its entirety and replaced with
the following: 
  

	 	“(vii)	 At least once weekly, on a day to be agreed upon by SCOLR and Emerson, Emerson shall disburse from the Deposit Account to SCOLR all amounts deposited
therein, except that Emerson shall be entitled (i) to apply deposited amounts against Service Invoice Disbursements, (ii) to pay sales commissions 



  
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(including those of the Sales Affiliate), freight, warehousing (storage and labor) and other charges associated with the distribution of the Products using Emerson’s warehouse, logistics
terminal and shipping facility (the “Distribution Facility”) and (iii) to pay promotional charges, allowances and similar third party expenses charged to SCOLR. 


(d) Section 4(b) of the Agreement is amended by inserting the following phrase at the beginning of such section: 

“Other than in respect of unreimbursed Service Invoice Disbursements,” 

3. Remaining Terms. Those portions of the Services Agreement that are not expressly amended hereby shall continue in full force and effect.

 4. Integration. This Amendment, read in conjunction with the Services Agreement, constitutes the entire agreement between the parties
with respect to the subject mater hereof and expressly replaces, supersedes and negates any prior or contemporaneous agreements, whether written or oral. 
 5. Dispute Resolution. The provisions of Section 23 of the Services Agreement shall govern this Amendment. 
 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which, taken together, shall constitute one document, and shall be
effective when signed by all parties hereto. Signatures transmitted via facsimile or other electronic versions of a party’s signature shall be effective and binding for all purposes. 

[Remainder of this Page Intentionally Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Account Services Agreement on
the day and year first set forth above. 
  

			
	SCOLR PHARMA, INC.
		
	By:	 	 /s/ Stephen J. Turner

	Name:	 	Stephen J. Turner
	Title:	 	President & CEO
		
	By:	 	 /s/ Richard M. Levy

	Name:	 	Richard M. Levy
	Title:	 	EVP & CFO
	
	EMERSON HEALTHCARE LLC
		
	By:	 	 /s/ Scott R. Emerson

	Name:	 	Scott R. Emerson
	Title:	 	President


  
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