EXHIBIT 12

Statement of Computation of Ratio of Earnings
to Fixed Charges
Omnicare, Inc. and Subsidiary Companies
(in thousands, except ratios)
Unaudited

|                                                                                   |  |                                    |         |                                   |   |         |     |                           |         |     |   |         |    
|---------------------------------------------------------------------------------- |  | ---------------------------------- | ------- | --------------------------------- | - | ------- | --- | ------------------------- | ------- | --- | - | ------- | ---
|                                                                                   |  | Three
 months ended
 September 30, |         | Nine
 months ended
 September 30, |  
|                                                                                   |  | 2009                               |         | 2008
 as adjusted
 (3)(4)         |   | 2009    |     | 2008
 as adjusted
 (3)(4) |        
|Income from continuing operations before income taxes                              |  | $                                  | 96,584  | (1)                               | $ | 85,886  | (1) | $                         | 230,837 | (1) | $ | 184,982 | (1)
|Add fixed charges:                                                                 |  |                                    |         |                                   |   |         |     |                           |         |     |   |         |    
|Interest expense, excluding amortization of disount on convertible
 notes (Note 6) |  |                                    | 28,261  |                                   |   | 34,885  |     |                           | 86,423  |     |   | 103,786 |    
|Amortization of discount on convertible notes (Note 6)                             |  |                                    | 7,059   |                                   |   | 6,544   |     |                           | 20,783  |     |   | 19,265  |    
|Amortization of debt issuance expense                                              |  |                                    | 1,327   |                                   |   | 1,777   |     |                           | 4,227   |     |   | 5,382   |    
|Interest portion of rent expense                                                   |  |                                    | 5,703   |                                   |   | 6,217   |     |                           | 17,366  |     |   | 18,707  |    
|Adjusted income                                                                    |  | $                                  | 138,934 |                                   | $ | 135,309 |     | $                         | 359,636 |     | $ | 332,122 |    
|                                                                                  
|Fixed charges:                                                                     |  |                                    |         |                                   |   |         |     |                           |         |     |   |         |    
|Interest expense, excluding amortization of discount on convertible notes (Note 6) |  | $                                  | 28,261  |                                   | $ | 34,885  |     | $                         | 86,423  |     | $ | 103,786 |    
|Amortization of discount on convertible notes (Note 6)                             |  |                                    | 7,059   |                                   |   | 6,544   |     |                           | 20,783  |     |   | 19,265  |    
|Amortization of debt issuance expense                                              |  |                                    | 1,327   |                                   |   | 1,777   |     |                           | 4,227   |     |   | 5,382   |    
|Interest portion of rent expense                                                   |  |                                    | 5,703   |                                   |   | 6,217   |     |                           | 17,366  |     |   | 18,707  |    
|Fixed charges                                                                      |  | $                                  | 42,350  |                                   | $ | 49,423  |     | $                         | 128,799 |     | $ | 147,140 |    
|Ratio of earnings to fixed charges(2)                                              |  |                                    | 3.3     | x                                 |   | 2.7     | x   |                           | 2.8     | x   |   | 2.3     | x  

(1)          Income
from continuing operations before income taxes includes certain special items
and accounting change impacts (pretax), (which are further discussed in the
Managements Discussion and Analysis at Part I, Item 2 of this Filing):

|                                                    |  |                                    |       |                                   |   |        |  |      |        |  |   |        | 
|--------------------------------------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | ------ |  | ---- | ------ |  | - | ------ | 
|                                                    |  | Three
 months ended
 September 30, |       | Nine
 months ended
 September 30, |  
|                                                    |  | 2009                               |       | 2008                              |   | 2009   |  | 2008 |       
|Restructuring and other
 related charges (a)        |  | $                                  | 6,295 |                                   | $ | 7,655  |  | $    | 19,095 |  | $ | 24,887 | 
|Litigation and other
 related professional fees (b) |  |                                    | 1,739 |                                   |   | 13,479 |  |      | 71,761 |  |   | 51,143 | 
|Heartland repack matters
 (b)                       |  |                                    | 2,032 |                                   |   | 1,170  |  |      | 5,221  |  |   | 4,803  | 
|Acquisition and other
 related costs (c)            |  |                                    | (632  | )                                 |   | -      |  |      | 2,218  |  |   | -      | 

(a) See the Restructuring
and Other Related Charges note of the Notes to the Consolidated Financial
Statements.(b) See the Commitments and
Contingencies note of the Notes to the Consolidated Financial Statements.(c) See the Acquisitions
note of the Notes to the Consolidated Financial Statements.

(2)          The
ratio of earnings to fixed charges has been computed by adding income from
continuing operations before income taxes and fixed charges to derive adjusted
income, and dividing adjusted income by fixed charges. Fixed charges consist of
interest expense on debt (including the amortization of debt issuance expense)
and one-third (the proportion deemed representative of the interest portion) of
rent expense.

(3)          Effective
January 1, 2009, Omnicare adopted the provisions of the authoritative guidance
for accounting for convertible debt instruments that may be settled in cash
upon conversion (including partial cash settlement). Financial statements for
2008 and prior periods have been restated for this change in accounting.

(4)          As
discussed elsewhere herein, during the second quarter of 2009, the Company
commenced activities to divest certain non-core businesses within its Pharmacy
Services segment. The financial results have been revised to reflect such
businesses as discontinued operations.

E-3

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