SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                        15(D) OF THE SECURITIES EXCHANGE
                          ACT OF 1934 For the quarterly
                           period ended June 30, 2002

                          Commission File No. 000-30123



                    FIRST HORIZON PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    58-2004779
     (State of incorporation)            (I.R.S. Employer Identification Number)


                   6195 SHILOH ROAD, ALPHARETTA, GEORGIA 30005
    (Address of registrant's principal executive offices, including zip code)


      (Registrant's telephone number, including area code): (770) 442-9707


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]


     As of August 8, 2002,  there  were  35,265,688  shares of the  Registrant's
Common Stock outstanding.



<PAGE>

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
                                    FORM 10-Q
                                      INDEX


<TABLE>
<CAPTION>
<S>     <C>         <C>                                                                                    <C>

PART I. FINANCIAL INFORMATION (UNAUDITED)                                                                 PAGE

        Item 1.     Consolidated Balance Sheets at June 30, 2002 and                                        1
                      December 31, 2001

                    Consolidated Statements of Operations for the three and six months ended June           2
                    30, 2002 and June 30, 2001

                    Consolidated Statements of Cash Flows for the six months ended                          3
                       June 30, 2002 and June 30, 2001

                    Notes to Condensed Consolidated Financial Statements                                    4

        Item 2.     Management's Discussion and Analysis of Financial Condition and                         8
                       Results of Operations

        Item 3.     Quantitative and Qualitative Disclosures about Market Risk                             13

PART II. OTHER INFORMATION

        Item 1.     Legal Proceedings                                                                      14

        Item 2.     Changes in Securities and Use of Proceeds                                              14

        Item 3.     Defaults Upon Senior Securities                                                        14

        Item 4.     Submission of Matters to a Vote of Security Holders                                    14

        Item 5.     Other Information                                                                      14

        Item 6.     Exhibits and Reports on Form 8-K                                                       14

                    Signatures                                                                             15

</TABLE>


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
<S>                                                        <C>                 <C>

                                   FIRST HORIZON PHARMACEUTICAL CORPORATION
                                          CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED, IN THOUSANDS, EXCEPT SHARE DATA)

                                                             JUNE 30,          DECEMBER 31,
                                                               2002                2001
                                                               ----                ----
ASSETS
Current Assets:
       Cash and cash equivalents                            $  24,307           $  53,458
       Accounts receivable, net of allowance for
            doubtful accounts, discounts and
            contractual adjustments of  $1,481
            and $1,087 at June 30, 2002 and
            December 31, 2001, respectively                     18,422              12,244
       Inventories                                             15,082               4,363
       Samples and other prepaid expenses                       3,620               1,243
       Income taxes receivable                                         2,302               1,674
       Deferred tax assets                                      3,209                 323
                                                         -------------      --------------
             Total current assets                              66,942              73,305


Property and equipment, net                                     1,341                 710
Other Assets:
       Other assets                                               476               1,056
       Intangibles, net                                       267,303              92,849
       Long term deferred tax asset                                17               2,230
                                                         -------------      --------------
             Total other assets                               267,796              96,135

             Total assets                                     336,079             170,150
                                                         =============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
       Accounts payable                                     $   5,394           $   4,540
       Accrued expenses                                        29,677              22,102
                                                         -------------      --------------
             Total current liabilities                         35,071              26,642


Long-Term Liabilities:
       Other long-term liabilities                                 36                 144
                                                         -------------      --------------
             Total liabilities                                 35,107              26,786


Commitments and contingencies

Stockholders' Equity:
       Preferred stock, 1,000,000 shares authorized
         and none outstanding                                       -                   -
       Common stock, $0.001 par value; 100,000,000
         shares authorized; 35,272,237
         and  27,626,002  outstanding
         at June 30, 2002 and December 31, 2001,
         respectively                                              35                  28
       Additional paid-in-capital                             287,475             131,560
       Deferred compensation                                     (382)               (557)
       Retained Earnings                                       13,844              12,333
                                                         -------------      --------------
             Total stockholder's equity                       300,972             143,364

             Total liabilities and stockholders' equity    $  336,079          $  170,150
                                                         =============      ==============

</TABLE>

               (See notes to consolidated financial statements)


                                       1
<PAGE>

<TABLE>
<CAPTION>
<S>                                                 <C>                <C>               <C>                <C>

                                         FIRST HORIZON PHARMACEUTICAL CORPORATION
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                          FOR THE QUARTER ENDED               FOR THE SIX MONTHS ENDED
                                                    JUNE 30, 2002      JUNE 30, 2001      JUNE 30, 2002     JUNE 30, 2001
                                                    -------------      -------------      -------------     -------------

Net Revenues                                           $   26,006          $   12,979          $  53,126         $  25,432
Operating costs and expenses
     Cost of revenues                                       4,701               1,707              8,997             3,478
     Selling, general and administrative expenses,         16,755               7,582             30,904            15,483
     Depreciation and amortization                          4,137                 398              6,334               794
     Research and development expense                         286                 233                602               850
                                                      ------------        ------------        -----------       -----------
     Total operating costs and expenses                    25,879               9,920             46,837            20,605

Operating income                                              127               3,059              6,289             4,827
                                                      ------------        ------------        -----------       -----------
Other income (expense)
     Interest expense                                      (1,316)                  -             (2,731)               (2)
     Interest income                                          110                 657                301               899
     Other                                                      1                   2                  1                 2
                                                      ------------        ------------        -----------       -----------
     Total other income (expense)                          (1,205)                659             (2,429)              899

Income (loss) before provision for income taxes            (1,078)              3,718              3,860             5,726
Benefit (provision) for income taxes                          415              (1,450)            (1,486)           (2,230)
                                                      ------------        ------------        -----------       -----------
Net income before extraordinary loss                    $    (663)           $  2,268          $   2,374         $   3,496

Extraordinary loss on debt extinguishment,
     net of income taxes                                $    (863)           $      -          $   (863)         $       -
                                                      ------------        ------------        -----------       -----------
Net income (loss)                                       $  (1,526)           $  2,268          $   1,511         $   3,496
                                                      ============        ============        ===========       ===========
Net income (loss) per common share:

Basic:
     Income before extraordinary loss                   $   (0.02)           $   0.09           $   0.08         $    0.16
     Extraordinary loss on debt extinguishment, net
        of income taxes                                     (0.03)                  -              (0.03)                -
                                                      ------------        ------------        -----------       -----------
     Basic earnings per common share:                   $   (0.05)           $   0.09           $   0.05         $    0.16
                                                      ============        ============        ===========       ===========
Diluted:
     Income before extraordinary loss                   $   (0.02)           $   0.09           $   0.08         $    0.15
     Extraordinary loss on debt extinguishment, net
        of income taxes                                     (0.03)                  -              (0.03)                -
                                                      ------------        ------------        -----------       -----------
     Diluted earnings per common share:                 $   (0.05)          $   0.09            $   0.05         $    0.15
                                                      ============        ============        ===========       ===========
Weighted average common shares outstanding:
     Basic                                                  33,341            24,007              30,485            21,792
                                                      ============        ============        ===========       ===========
     Diluted                                                33,341            26,109            $ 31,513            23,842
                                                      ============        ============        ===========       ===========



                (See notes to consolidated financial statements)

</TABLE>



                                       2
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                    <C>                     <C>


                                   FIRST HORIZON PHARMACEUTICAL CORPORATION
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED, IN THOUSANDS)

                                                                              FOR THE SIX MONTHS ENDED
                                                                       JUNE 30, 2002           JUNE 30, 2001
                                                                       -------------           -------------

Cash flows from operating activities:
Net income                                                                    $   1,511              $   3,496
Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation and amortization                                           6,334                    794
          Non-cash interest expense                                               1,678                      -
          Non-cash extraordinary item                                             1,404                      -
          Deferred tax provision                                                   (673)                  (321)
          Non-cash compensation expense                                             175                    166
          Reduction in taxes payable - stock option exercises                      (215)                 2,045
          Changes in assets and liabilities, net of
             acquired assets and liabilities:
             Accounts receivable                                                 (6,178)                  (541)
             Inventories                                                         (4,473)                  (729)
             Samples and other prepaid expenses                                  (1,795)                  (167)
             Accrued expenses and other                                           7,466                    825
             Accounts payable                                                       854                   (277)
                                                                            ------------            -----------
                 Net cash provided by operating activities                        6,518                  5,291

Cash flows from investing activities:
       Purchase of product licenses and other intangibles                      (186,788)                     -
       Purchase of property and equipment                                          (878)                  (142)
                                                                            ------------            -----------
                 Net cash (used in) investing activities                       (187,666)                  (142)

Cash flows from financing activities:
       Capitalized financing costs incurred                                      (3,082)                      -
       Principal payments on long-term debt                                    (137,000)                   (221)
       Proceeds from issuance of common stock, net                              155,079                 84,045
       Proceeds from long-term debt                                             137,000                      -
                                                                            ------------            -----------
                 Net cash provided by financing activities                      151,997                 83,824

Net change in cash and cash equivalents                                        (29,151)                 88,973
Cash and cash equivalents, beginning of period                                  53,458                  14,228
                                                                            ------------            -----------
Cash and cash equivalents, end of period                                     $  24,307               $ 103,201

Supplemental Cash Flow Information:
Cash paid for taxes                                                          $   1,479               $   1,161
                                                                            ============            ===========
Cash paid for interest                                                       $   1,064               $       2
                                                                            ============            ===========


</TABLE>


                                       3
<PAGE>



                    FIRST HORIZON PHARMACEUTICAL CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (unaudited)


1.   Basis of Presentation

          The accompanying  unaudited interim financial  statements  reflect all
     adjustments  (consisting  solely of  normal  recurring  adjustments)  which
     management  considers  necessary  for fair  presentation  of the  financial
     position,  results  of  operations  and cash flows of the  Company  for the
     interim  periods.   Certain  footnote   disclosures  normally  included  in
     financial  statements  prepared according to generally accepted  accounting
     principles  have been  condensed  or omitted from these  interim  financial
     statements as permitted by the rules and  regulations of the Securities and
     Exchange  Commission.  Interim  results are not  necessarily  indicative of
     results  for  the  full  year.  The  interim  results  should  be  read  in
     conjunction with the financial statements and notes thereto included in the
     Company's  Annual Report on Form 10-K for the year ended  December 31, 2001
     (File No. 000-30123) and the Company's S-1 Registration Statement (File No.
     333-83698).

2.   New Accounting Pronouncements

          In July 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement  of Financial  Accounting  Standard  ("SFAS") No. 141,  "Business
     Combinations."  SFAS No. 141 eliminates the pooling-of  interest  method of
     accounting  for business  combinations.  SFAS No. 141 is effective  for any
     business  combination  completed  after June 30, 2001. The adoption of SFAS
     No.  141 on  January  1,  2002  did not  have an  impact  on the  Company's
     financial condition or results of operations.

          In July  2001,  the FASB  issued  SFAS No.  142  "Goodwill  and  Other
     Intangible  Assets."  Under SFAS No. 142,  goodwill  and  indefinite  lived
     intangible assets are no longer amortized.  Separate intangible assets that
     are not deemed to have an  indefinite  life will  continue to be  amortized
     over their  useful  lives.  SFAS No. 142 also  establishes  a new method of
     testing goodwill and other unamortized  intangible assets for impairment on
     an annual basis or on an interim basis if an event occurs or  circumstances
     change  that  would  reduce  the  fair  value  of that  goodwill  or  other
     intangible asset below its carrying value.  The amortization  provisions of
     SFAS No. 142 apply to goodwill and other  intangible  assets acquired after
     June 30, 2001. The adoption of SFAS No. 142 on January 1, 2002 did not have
     a  material  impact on the  Company's  financial  condition  or  results of
     operations.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
     Impairment  or Disposal of  Long-Lived  Assets." SFAS No. 144 addresses the
     financial  accounting  and  reporting  for the  impairment  or  disposal of
     long-lived  assets and is effective for financial  periods after January 1,
     2002.  The  adoption  of SFAS No.  144 on  January  1,  2002 did not have a
     material  impact  on  the  Company's  financial  condition  or  results  of
     operations.

          In April 2002, the FASB issued SFAS No. 145,  "Revision of FAS Nos. 4,
     44 and 64,  Amendment of FASB 13 and Technical  Corrections."  SFAS No. 145
     rescinds, amends or makes various technical corrections to certain existing
     authoritative pronouncements.  The Company does not believe the adoption of
     SFAS  No.  145 will  have a  material  impact  on the  Company's  financial
     condition or results of operations.

          In June 2002,  the FASB  issued SFAS No.  146,  "Accounting  for Costs
     Associated  with  Exit or  Disposal  Activities."  SFAS  No.  146  requires
     recording costs  associated with exit or disposal  activities at their fair
     values when a liability has been incurred. Under previous guidance, certain
     exit costs were accrued upon management's commitment to an exit plan, which
     is generally before an actual liability has been incurred. Adoption of this
     SFAS No. 146 is  required  with the  beginning  of fiscal  year  2003.  The
     Company  does not expect the  adoption of SFAS No. 146 will have a material
     impact on the Company's financial condition or results of operations.

                                       4
<PAGE>

3.   Inventories

          Inventories  consist  of  purchased  pharmaceutical  products  and are
     stated at the lower cost or market.  Cost is determined using the first-in,
     first-out  method,  and market is  considered to be net  realizable  value.
     Inventories   consist  of  finished   product  and  bulk  product  awaiting
     processing  and packaging  into finished  product.  Inventories at June 30,
     2002 and December 31, 2001 consisted of (in thousands):

                                                              2002      2001
                                                              ----      ----
                  Bulk product.........................     $  3,949   $  581
                  Finished product.....................       11,133    3,782
                                                              ------   ------
                                                            $ 15,082  $ 4,363
                                                              ======  =======

          Samples  primarily  consist of product  samples  used in the sales and
     marketing  efforts of the  Company's  products.  Samples are expensed  upon
     distribution.  Sample  inventories  at June 30, 2002 and  December 31, 2001
     were $2.5 million and $827,000, respectively.

4.   Accrued Expenses

          Accrued expenses at June 30, 2002 and December 31, 2001 consist of the
     following (in thousands):
<TABLE>
<CAPTION>
             <S>                                                      <C>                <C>

                                                                      June 30, 2002      December 31, 2001
                                                                      -------------      -----------------
              Employee compensation and benefits                        $1,365                     $3,325
              Product returns                                            5,687                      3,374
              Sales deductions                                           8,037                      5,637
              Accrued royalties                                          1,598                      1,042
              Assumed liabilities - product acquisitions                 7,111                      5,593
              Other                                                      5,879                      3,131
                                                                         -----                      -----
                                                                       $29,677                    $22,102
                                                                        ======                     ======
</TABLE>

5.   Earnings Per Share

          Below is the  calculation  of basic and diluted net (loss)  income per
     share (in thousands, except per share data):

<TABLE>
<CAPTION>
<S>                                                           <C>                   <C>                 <C>             <C>
                                                                                                        Six Months      Six months
                                                              Quaretr Ended         Quarter Ended         ended           ended
                                                                 June 30,             June 30,           June 30,        June 30,
                                                                  2002                 2001                2002            2001
                                                              --------------        --------------      ------------    ------------


Net (loss) income before extraordinary loss                       (663)                 $2,268            $2,374          $3,496

Extraordinary loss on debt extinguishment, net of taxes           (863)                                     (863)
                                                              --------------        --------------      ------------    ------------
Net (loss) income                                              $(1,526)                 $2,268             $1,511         $3,496

Weighted average common shares outstanding - basic              33,341                  24,007             30,485         21,792

Dilutive effect of stock options                                     -                   2,102              1,028           2,050
                                                              --------------        --------------      ------------    ------------

Weighted average common shares outstanding - diluted            33,341                  26,109             31,513          23,842

Basic net (loss) income per share before extraordinary items   $  (.02)                $   .09            $   .08         $   .16
                                                              ==============        ==============      ============    ============
Extraordinary loss on debt extinguishment, net of taxes           (.03)                      -               (.03)               -
                                                              --------------        --------------      ------------    ------------
Basic earnings (loss) per share                                $  (.05)                $   .09            $   .05         $   .16
                                                              ==============        ==============      ============    ============

Diluted net (loss) income per share before extraordinary item  $  (.02)                    .09                .15

Extraordinary loss on debt extinguishment, net of taxes           (.03)                      -               (.03)               -
                                                              --------------        --------------      ------------    ------------
Diluted earnings (loss) per share                              $  (.05)                 $   .09           $   .05         $    .15
                                                              ==============        ==============      ============    ============
</TABLE>

     For the quarter ended June 30, 2002, there were 1,933,511  potential common
     shares outstanding that were excluded from the diluted net (loss) per share
     calculation because their effect would have been anti-dilutive.

                                       5
<PAGE>

6.   Sular Acquisition

          On March 6, 2002,  the Company  acquired  from  AstraZenca  UK Limited
     certain  U.S.   rights  relating  to  the   antihypertensive   prescription
     medication  Sular,  which the Company believes will complement its existing
     cardiology product, Nitrolingual Pumpspray. The Company also entered into a
     long-term  manufacturing,  supply, and distribution  agreement with Sular's
     current manufacturer,  Bayer AG. The purchase price paid was $185.6 million
     in cash,  including  $623,000 in acquisition  costs, plus the assumption of
     liabilities of $1,895,000 related to the return of product shipped prior to
     the acquisition  date. In addition,  the Company must pay up to $30 million
     in additional  purchase  price after closing,  based on the  achievement of
     certain  performance  milestones  during a  specified  period of time.  The
     agreements include the purchase of the Sular license rights,  certain trade
     names and managed care contracts and a distribution agreement. The purchase
     price also included $6,246,000 of product inventory. The purchase price was
     allocated  among the fair  values of the  intangible  and  tangible  assets
     acquired and the  liabilities  assumed and is being amortized over a period
     of five to twenty years.  The managed care  contracts  are being  amortized
     over a  period  of five  years  and the  distribution  agreement  is  being
     amortized  over a period  of ten  years.  All other  intangibles  are being
     amortized over twenty years.  The weighted average  amortization  period is
     seventeen  years.  The  results  of the  Sular  line  are  included  in the
     consolidated  statements of operations  from March 6, 2002. The preliminary
     purchase price allocation was as follows (in thousands):

                  License rights..................................$ 161,492
                  Distribution agreement..........................$  10,350
                  Managed care contracts..........................$   6,870
                  Trade name......................................$   2,560
                                                                  ----------
                  Total intangibles...............................$ 181,272
                  Inventory.......................................$   6,246
                                                                   ---------
                  Total assets....................................$ 187,518
                  Liabilities assumed.............................$  (1,895)
                                                                  ----------
                  Total acquisition...............................$ 185,623
                                                                  =========

7.   Intangible Assets

          The following table reflects the components of intangible assets as of
     June 30, 2002 (in thousands):

<TABLE>
<CAPTION>
        <S>                                           <C>            <C>              <C>         <C>
                                                      Gross          Accumulated       Net         Estimated
                                                      Amount         Amortization     Amount      Useful Life
                                                      ------         ------------     ------      ------------
        Licensing rights                              $243,236         $(8,196)       $235,040       20 years
        Trade names                                     11,060            (348)         10,712       20 years
        Contracts                                        8,300            (613)          7,687       5 years
        Supply/Distribution agreements                  11,490            (619)         10,871    1.4 to 3 years
        Other intangibles                                3,081             (88)          2,993       20 years

        Total                                         $277,167         $(9,864)       $267,303        18.85
                                                      ========         =======        ========        =====
</TABLE>

     For the three months ended June 30, 2002,  amortization  expense related to
     the intangible assets was $4,054,000. Amortization for the six months ended
     June 30, 2002 was $6,087,000. Amortization is calculated on a straight line
     basis over the estimated  useful life of the  intangible  asset.  Estimated
     annual amortization  expense (in thousands) for each of the five succeeding
     fiscal years is as follows:

                                       6
<PAGE>

           Fiscal year ended December 31:    Amount
           ------------------------------    ------
                  2002                      $ 14,120
                  2003                      $ 16,065
                  2004                      $ 16,065
                  2005                      $ 16,065
                  2006                      $ 16,065

          The Company  operates in a single  segment,  the sale and marketing of
     prescription products.

8.   Follow-On Offering

          On April 19, 2002,  the Company  completed its  follow-on  offering of
     6,500,000 shares of common stock.  The underwriters  exercised an option to
     purchase an additional  975,000  shares of common stock from the Company to
     cover any over-allotments, bringing the total shares sold to 7,475,000. The
     net proceeds  from the offering  were $152.6  million after the exercise of
     the over-allotment  option and after deducting offering expenses.  Proceeds
     from the offering,  which closed on April 24, 2002,  were used to repay the
     debt incurred under the Company's  senior  secured credit  facility and the
     balance of the proceeds will be used for other general corporate needs.

9.   Extraordinary Item

          In order to finance the Sular acquisition, the Company obtained a $152
     million senior secured credit  facility.  The Company incurred $3.1 million
     of deferred  financing costs  associated with this credit  facility.  These
     deferred financing costs were being amortized over the anticipated facility
     repayment period. On April 24, 2002 the credit facility was repaid with the
     offering  proceeds.   The  Company  recognized  an  extraordinary  loss  of
     $863,000,  net of income tax benefit of $540,000,  related to the write off
     of loan costs.

10.  Subsequent Events

          On July 8, 2002, the Company  announced a share buyback program.  This
     program allows for the repurchase of up to $8 million in common stock until
     July 5, 2003.

          By notice given on July 12, 2002, the Company  voluntarily  terminated
     its  credit  facility  arranged  through  Deutsche  Bank  Securities,  Inc.
     pursuant to Section 3.02 of the Credit  Agreement.  At June 30,  2002,  the
     Company was not in compliance  with the  financial  covenants of the credit
     facility.  As of June 30,  2002,  there was no  outstanding  balance on the
     credit facility.

          On July 15, 2002, the Company  announced the adoption of a shareholder
     rights  plan.  The plan is designed to protect  Company  shareholders  from
     coercive or unfair takeover techniques that could deny them the opportunity
     to  realize  the  full  value of their  investment.  The  terms of the plan
     provide  for a dividend of one right to purchase a fraction of a share of a
     newly  created  class of  preferred  stock for each  share of common  stock
     outstanding as of the close of business on July 26, 2002, payable on August
     9, 2002.  The rights  expire on July 26, 2012 and may only be  exercised if
     certain conditions are met.



                                       7
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

     The  following  should be read with the  financial  statements  and related
footnotes and Management's  Discussion and Analysis of Results of Operations and
Financial Condition included in the Company's Annual Report on Form 10-K for the
year  ended  December  31,  2001  (File No.  000-30123)  as well as  information
included in the registration  statement on Form S-1, as amended, dated April 19,
2002. The results discussed below are not necessarily  indicative of the results
to be  expected  in  any  future  periods.  The  following  discussion  contains
forward-looking  statements that are subject to risks and  uncertainties,  which
could cause actual results to differ from the statements made.

OVERVIEW

     The Company is a specialty  pharmaceutical  company that currently  markets
and sells 17 brand name  prescription  products through its nationwide sales and
marketing force of approximately 210  professionals.  The Company focuses on the
treatment  of  cardiovascular,  obstetrical  and  gynecological,  pediatric  and
gastroenterological  conditions and disorders.  The Company seeks to acquire and
obtain licenses for pharmaceutical products that other companies do not actively
market  that have high  sales  growth  potential,  are  promotion-sensitive  and
complement the Company's  existing products.  In addition,  the Company seeks to
increase the value of existing  products by developing new  formulations,  using
new delivery  methods and seeking  regulatory  approval for new  indications for
existing  products.  The Company may also acquire  companies with  complementary
products or development pipelines consistent with its therapeutic focus.

RESULTS OF OPERATIONS

     Net Revenues.  Net revenues  increased  $13.0  million,  or 100%,  over the
quarter  ended June 30, 2001,  to $26.0  million for the quarter  ended June 30,
2002. Net revenues  increased $27.7 million,  or 109%, over the six month period
ended June 30, 2001 to $53.1 million for the six months ended June 30, 2002. The
increase in net revenues  for the quarter and six month  period was  primarily a
result of the three newly acquired and licensed  products added since the second
quarter of 2001: Prenate in August 2001,  Furadantin in December 2001, and Sular
in March 2002. The increase in sales was also due to  prescription  growth since
June 30, 2001 in Ponstel, the Robinul line and Nitrolingual Pumpspray. According
to IMS Health's National  Prescription Audit Plus(TM) data, total  prescriptions
of Ponstel  product  increased  28% and Robinul  products  increased 27% for the
quarter ended June 30, 2002 as compared to the quarter ended June 30, 2001.

     The  Company  experienced  erosion  of sales  of its  Tanafed  and  Prenate
products  during the quarter  ended June 30, 2002 due to  increased  competition
from knock-off products resulting from pharmacists'  substituting such knock-off
products for the Company's products. Net revenues for the 2002 quarter were also
adversely affected by distraction  arising from the realignment of the Company's
sales force that was completed during the second quarter. The Company expects to
experience  continued erosion of sales of Tanafed and Prenate due to competition
from  knock-off  products.  Subject to completion  of the Company's  development
project for  Tanafed,  the Company  plans to launch a line  extension of Tanafed
later  during 2002 to seek to mitigate  future  pharmacists'  substitutions  for
Tanafed. In addition,  the Company is implementing a strategic education program
to mitigate pharmacists' substitutions for Prenate.

     If the  Company  is  successful  in  completing  and  introducing  the line
extension to Tanafed  which the Company  currently  has under  development,  the
Company  anticipates  that  it may  incur  a  expense  estimated  at $5  million
associated with the launch of the Tanafed line to buy back Tanafed products held
for sale by wholesalers and pharmacists.

     Cost of Revenues. Cost of revenues increased $3.0 million, or 175%, to $4.7
million for the quarter  ended June 30,  2002  compared to $1.7  million for the
quarter ended June 30, 2001. Cost of revenues  increased $5.5 million,  or 157%,
to $9.0 million for the six months ended June 30, 2002  compared to $3.5 million
for the six months ended June 30, 2001.

     Gross  Margin.  Gross  margin for the  quarter  ended June 30, 2002 was 82%
compared to 87% for the quarter  ended June 30,  2001.  For the six month period
ended June 30,  2002  gross  margin  was 83%  compared  to 86% for the six month


                                       8
<PAGE>

period ended June 30, 2001.  This  decrease in gross margin  resulted  primarily
from the change in product  sales mix and Sular  having a lower gross  margin as
compared to our other products.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased $9.2 million,  or 121%, to $16.8 million for
the quarter ended June 30, 2002.  Selling,  general and administrative  expenses
increased  $15.4 million,  or 100%, for the six months ended June 30, 2002. As a
percentage of net revenues,  selling,  general and administrative  expenses were
64% for the  quarter  ended June 30,  2002,  as  compared to 58% for the quarter
ended June 30,  2001.  Selling  related  expenses  increased  due to the outside
commission and co-promotion expenses paid to Otsuka America Pharmaceutical, Inc.
for  the  Company's  Nitrolingual  Pumpspray  co-promotion  and to  Professional
Detailing,  Inc.  for the  Company's  Prenate  co-promotion  and  the new  Sular
co-promotion that began in the second quarter of 2002. The Company also incurred
additional marketing expenses in the quarter, related to the launch of the Sular
product. Selling expenses for the quarter ended June 30, 2002 also increased due
to training costs for 50 new sales professionals added during the second quarter
and the Company's annual national sales meeting held in the second quarter.

     General and  administrative  expenses  for the quarter  ended June 30, 2002
increased  due  to  costs  associated  with  relocating  to  the  Company's  new
headquarters.   General  and  administrative  expenses  also  increased  due  to
increased insurance costs related to new products acquired.

     Depreciation  and  Amortization  Expense.   Depreciation  and  amortization
expense  increased $3.7 million,  or 939%, to $4.1 million for the quarter ended
June 30, 2002.  Depreciation and amortization expense increased $5.5 million, or
687%,  to $6.3  million for the six months ended June 30,  2002.  This  increase
resulted from higher amortization  expense related to the acquisition of Prenate
in August 2001,  Furadantin in December 2001, and Sular in March 2002 as well as
increased  depreciation  expense  for  new  furniture,  computer  equipment  and
leasehold improvements at the Company's new corporate headquarters. Amortization
expense could increase if the Company acquires additional products.

     Research  and  Development   Expense.   Research  and  development  expense
increased  $53,000,  or 23%,  to $286,000  for the  quarter  ended June 30, 2002
compared to the quarter ended June 30, 2001.  Research and  development  expense
decreased  $248,000,  or 29%, to $602,000 for the six months ended June 30, 2002
compared to $850,000 for the six months  ended June 30, 2001.  For the three and
six month period ended June 30, 2002,  research and  development  expenses  were
primarily related to the Robinul line extension development project.

     Interest  Expense.  Interest expense increased $1.3 million for the quarter
ended June 30, 2002 compared to $0 for the quarter ended June 30, 2001. Interest
expense  was $2.7  million for the six months  ended June 30,  2002  compared to
$2,000 for the six months ended June 30, 2001.  This increase is a result of the
amortization of deferred financing costs and other interest expenses  associated
with the credit facility obtained on March 5, 2002 to finance the acquisition of
Sular.  The  Company  recorded an  extraordinary  write-off  of $1.4  million of
remaining  debt fees in the  second  quarter of 2002  related  to the  Company's
retirement  of its  term  loan  on  April  24,  2002.  The  Company  repaid  all
indebtedness outstanding under the credit facility in the second quarter of 2002
and has since terminated such credit facility.

     Interest  Income.  Interest  income was $110,000 for the quarter ended June
30, 2002  compared to $657,000  for the quarter  ended June 30,  2001.  Interest
income was $301,000 for the six months ended June 30, 2002  compared to $899,000
for the six months ended June 30, 2001. The decrease in interest  income was the
result of the  reduced  amount of cash  invested  as the  Company  used the cash
proceeds from the Company's 2001 offering for the Prenate, Furadantin, and Sular
acquisitions.  Most of the cash proceeds  from the Company's  2002 offering were
used to repay  indebtedness  outstanding  under the credit facility  obtained to
finance the Sular acquisition.

     Provision  for Income  Taxes.  Income taxes were  provided for at a rate of
38.5% in 2002 compared to 38.9% in 2001. The decrease is due to state income tax
structuring initiatives.



                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  liquidity  requirements  arise from debt  service,  working
capital   requirements,   product   development   activities   and   funding  of
acquisitions.  The Company  has met these cash  requirements  through  cash from
operations,   proceeds  from  its  line  of  credit,   borrowings   for  product
acquisitions and the issuance of common stock.

     The  Company's  cash and cash  equivalents  were $24.3  million at June 30,
2002.  Net cash provided by operating  activities  for the six months ended June
30, 2002 was $6.5  million.  This source of cash was primarily the result of net
income plus  non-cash  depreciation,  amortization,  compensation  expense,  and
interest expense,  increased  accounts payable and accrued  expenses,  offset by
increased accounts receivables, inventories, and samples and prepaid expenses.

     Net cash used in  investing  activities  for the six months  ended June 30,
2002 was  $187.7  million.  The use of this  cash was  primarily  for the  Sular
acquisition.

     Net cash  provided by  financing  activities  was $152  million for the six
months ended June 30, 2002.  This source of cash was primarily the result of the
follow-on  stock  offering in April.  This amount was offset by the  capitalized
financing costs incurred to obtain the credit facility mentioned below.

     On March 5, 2002 we entered into a Credit  Agreement  for a senior  secured
credit facility arranged by Deutsche Bank Securities for $152 million consisting
of a $127  million  term  loan  and a $25  million  revolving  loan to fund  the
purchase of Sular and the Company's  working capital  requirements.  The Company
borrowed  $127 million  under the term loan  facility and $10 million  under the
revolving loan facility in connection with its acquisition of Sular. The Company
completed a follow-on  offering of its common  stock on April 24,  2002.  In the
offering,  the Company sold 7,475,000 shares of common stock for net proceeds of
$152.6  million.  Proceeds  from the offering were used to repay all of the debt
incurred under the Company's  senior secured credit  facility.  Borrowings under
the revolving  loan bore  interest at the  Company's  option at the base rate in
effect from time to time plus an applicable  margin or the Eurodollar  rate plus
an  applicable  margin.  The  credit  facility  contained  various   restrictive
covenants,  including  covenants  relative to maintaining  financial  ratios and
earnings,  limitations on acquisitions,  dispositions and capital  expenditures,
limitations on incurring  additional  indebtedness and prohibition on payment of
dividends  and other  payments  on our  common  stock.  The  Company  was not in
compliance  with  certain of the  financial  covenants  contained in such credit
facility  at June 30,  2002.  The  Company  voluntarily  terminated  this credit
facility in July 2002 pursuant to Section 3.02 of the Credit Agreement.

     The Company  believes that its cash and cash equivalents and cash generated
from   operations   will  be  adequate  to  fund  its  current  working  capital
requirements  for at least the next 12  months.  However,  in the event that the
Company  makes  significant  acquisitions  in the future,  it may be required to
raise additional funds through additional  borrowings or the issuance of debt or
equity securities.

INFLATION

     The Company has only moderate price  increases  under its  agreements  with
third-party manufacturers as a result of raw material and labor price increases.
The Company has generally passed these price increases along to its customers.

SEASONALITY

     Although the Company's business is generally non-seasonal, sales of certain
products, such as cough and cold products, increase slightly between October and
March  due to the cold  and flu  season.  The  Company  expects  the  impact  of
seasonality to decrease as the Company acquires or obtains licenses for products
that  treat  chronic  conditions.  However,  the  Company  anticipates  that the


                                       10
<PAGE>

seasonality may continue to affect sales for the foreseeable future.

CRITICAL ACCOUNTING POLICIES

     The Company  views its critical  accounting  policies to be those  policies
which are very important to the portrayal of the Company's  financial  condition
and results of operations,  and require management's most difficult,  complex or
subjective  judgments.  The circumstances that make these judgments difficult or
complex relate to the need for management to make estimates  about the effect of
matters  that are  inherently  uncertain.  The  Company  believes  its  critical
accounting policies to be as follows:

     o    Allowance for doubtful  accounts.  The Company is required to estimate
          the level of accounts  receivable  recorded in its balance  sheet that
          will  ultimately  not be paid.  Among other  things,  this  assessment
          requires   analysis  of  the  financial   strength  of  the  Company's
          customers, which can be highly subjective,  particularly in the recent
          difficult  general  economic  environment.  The Company's policy is to
          estimate bad debt expense based on prior experience  supplemented by a
          periodic customer specific review.

     o    Sales  deductions.  The Company  provides volume rebates,  contractual
          price  reductions with drug wholesalers and insurance  companies,  and
          certain other sales related  deductions on a regular basis.  The exact
          level of these deductions is not always immediately known and thus the
          Company  must record an estimate  at the time of sale.  The  Company's
          estimates are based on historical  experience  with similar  programs,
          and since the Company has a relatively  small customer base,  customer
          specific  historical  experience  is often useful in  determining  the
          estimated level of deductions expected to be refunded to the Company's
          customers when sales incentives are offered.

     o    Product  returns.  In  the  pharmaceutical  industry,   customers  are
          normally  granted  the  right to  return  product  for a refund if the
          product  has not been  used  prior to its  expiration  date,  which is
          typically  two to  three  years  from  the  date of  manufacture.  The
          Company's  return policy allows product  returns for products within a
          twelve-month window - from six months prior to the expiration date and
          up to six months after the expiration date.  Management is required to
          estimate the level of sales that will ultimately be returned  pursuant
          to the Company's  return policy,  and record a related  reserve at the
          time of sale.  These  amounts are deducted  from the  Company's  gross
          sales to determine the Company's net revenues. The Company's estimates
          take into consideration  historical returns of a given product, all of
          which  have  been on the  market  for  many  years,  product  specific
          information  provided  by  the  Company's  customers  and  information
          obtained from  independent  sources  regarding the levels of inventory
          being held by the Company's  customers,  as well as overall purchasing
          patterns by the Company's customers.

     o    Intangible assets. When the Company acquires the rights to manufacture
          and sell a product, the Company records the cash purchase price, along
          with the value of the product related liabilities the Company assumes,
          as  intangible  assets.  The Company uses the  assistance of valuation
          experts to help the Company  allocate the  purchase  price to the fair
          value of the various intangible assets the Company has acquired. Then,
          the Company must  estimate  the economic  useful life of each of these
          intangible assets in order to amortize their cost as an expense in the
          Company's  statement of operations over the estimated  economic useful
          life of the related asset.  The factors that drive the actual economic
          useful life of a pharmaceutical product are inherently uncertain,  and
          include patent protection, physician loyalty and prescribing patterns,
          competition  by products  prescribed for similar  indications,  future
          introductions of competing  products not yet FDA approved,  the impact
          of promotional  efforts and many other issues. The Company uses all of
          these factors in initially estimating the economic useful lives of the
          Company's products,  and the Company also continuously  monitors these
          factors for indications of appropriate revisions.



                                       11
<PAGE>

FORWARD LOOKING STATEMENTS

     The Management's Discussion and Analysis of Financial Condition and Results
of Operations  discussion  as well as  information  contained  elsewhere in this
Report contains forward-looking  statements within the meaning of Section 21E of
the Securities  Exchange Act of 1934. These  forward-looking  statements include
statements about the following:

     o    the impact of accounting  pronouncements  on the  Company's  financial
          condition or results of operations;

     o    developing  new  formulations,  new  delivery  methods and seeking new
          indications for existing products;

     o    the ability to acquire or license  products;

     o    the  ability to acquire  other  businesses;

     o    the Company's product development efforts;

     o    timing,  characteristics,  success  of,  and  the  amount  of  charges
          associated  with the planned launch of the Tanafed line  extension;

     o    mitigation  of the pharmacy  substitutions  for Prenate as a result of
          the Company's  strategic  education program;

     o    future gross margins; o capital  expenditures;

     o    future  amortization  expenses;  o adequacy  of capital  resources;

     o    adequacy  of funds to fund  working  capital  requirements;  and

     o    the ability to obtain  future funds through  additional  borrowings or
          the issue of debt or equity securities.

     When used in this Report,  the Company intends the words "may",  "believe,"
"anticipate," "planned," "expect," "require," "intend," and "depend" to identify
"forward-looking  statements." The Company's forward-looking  statements involve
uncertainties and other factors, including those described in the "Risk Factors"
section of the Company's  Prospectus dated April 19, 2002 under the headings "We
expect our operating  results to be substantially  dependent upon our results of
operations from Sular, and any factor  adversely  effecting sales of Sular could
have a  materially  adverse  effect  on our  sales  and  profits,"  "We may have
difficulty maintaining our increasing sales of Sular, Prenate and Furadantin and
successfully  integrating  these products into our business,"  "The costs we may
incur to sell our new products may be disproportionately  high relative to their
expected  revenues,"  "The  potential  growth  rate for Sular may be  limited by
slower  growth  for the  class of drugs to  which  Sular  belongs,"  "We have no
experience  selling Sular, have only limited  experience  selling Furadantin and
the Prenate  products and there is no  established  market for Prenate GT," "The
regulatory  status of  prenatal  vitamins  makes  Prenate  products  subject  to
increased  competition,"  "Our  level  of  debt  could  reduce  our  growth  and
profitability,"  "Our  growth  will  suffer if we do not  acquire  rights to new
products and integrate  them  successfully,"  "We may encounter  problems in the
manufacture  of our products that could limit our ability to sell our products,"
"Part of our growth  strategy  is to acquire  businesses,  which  subjects us to
additional  risks,"  "We face  generic  and other  competition  that could lower
prices  and unit  sales,"  "Strong  competition  exists  for our  products,  and
competitors have recently  introduced new products and therapies that could make
our products obsolete," "A small number of customers account for a large portion
of our  sales  and  the  loss  of one of them or  changes  in  their  purchasing
patterns,  could result in reduced  sales," "If our products  under  development
fail in clinical  studies,  if we fail or  encounter  difficulties  in obtaining
regulatory approval for new products or new uses of existing products, or if our
development  agreements  are  terminated,  we  will  have  expended  significant
resources  for  no  return,"  "We  or  third  parties  may  violate   government
regulations," "If third-parties  payors do not adequately reimburse patients for
our  products,  doctors may not  prescribe  them," "We depend on highly  trained
management,  and we may not be able to keep current management or hire qualified
management  personnel  in the  future,"  "Product  liability  claims and product
recalls could limit sales and increase costs," "We expect to require  additional
funding,  and if we cannot  obtain  it,  our sales,  profits,  acquisitions  and
development   projects  could  suffer,"   "Competitors  could  offer  a  product
competitive  with  Sular,"  "If we do not  secure or enforce  patents  and other
intellectual  property  rights,  we could encounter  increased  competition that
would adversely affect our operating  results," "Our products could infringe the
intellectual  property  rights of third  parties,  which could require us to pay


                                       12
<PAGE>

license  fees to defend  litigation  that would be  expensive or prevent us from
selling  products,"  "The  regulatory  status of some or  products  makes  these
products subject to increased competition and other risks," "We face risks under
one of our development  agreements because the other party to the agreement is a
related  party,"   "Pohl-Boskamp   can  terminate  our  rights  to  Nitrolingual
Pumpspray," and "We have no experience  selling products in other countries," We
do not  undertake to update our  forward-looking  statements  to reflect  future
events or  circumstances.  These  risk  factors  along with the others may cause
actual results, performance or achievements, to be different from that suggested
by the Company's forward-looking statements. You should not place undue reliance
on  forward-looking  statements.  The  Company  does not intend to update any of
these  factors or to publicly  announce  the results of any  revisions to any of
these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's  operating results and cash flows are subject to fluctuations
from  changes  in  foreign  currency  exchange  rates and  interest  rates.  The
Company's   purchases  of  Nitrolingual   Pumpspray  under  its  agreement  with
Pohl-Boskamp and its purchases of Sular product inventory from Bayer are made in
Euros. In addition,  sales of Cognex are recognized in the foreign currencies of
the  respective  European  countries  in which it is sold.  While the  effect of
foreign currency  translations has not been material to the Company's results of
operations to date,  currency  translations on export sales or import  purchases
could be adversely affected in the future by the relationship of the U.S. dollar
with foreign currencies.




                                       13
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS

     There were no material  developments during the three months ended June 30,
2002 in our previously  reported legal  proceedings  with Ethex  Corporation and
Ther-Rx.  Other than these legal proceedings,  the Company is not a party to any
material legal proceedings.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

     On July 15,  2002,  the Company  announced  the  adoption of a  shareholder
rights plan. The plan is designed to protect Company  shareholders from coercive
or unfair  takeover  techniques  that could deny them the opportunity to realize
the full value of their investment. The terms of the plan provide for a dividend
of one right to  purchase  a  fraction  of a share of a newly  created  class of
preferred  stock for each share of common stock  outstanding  as of the close of
business on July 26, 2002,  payable on August 9, 2002. The rights expire on July
26, 2012 and may only be  exercised if certain  conditions  are met. The Company
also entered into a Shareholder  Protection  Rights  Agreement with LaSalle Bank
National Association  ("LaSalle") whereby LaSalle agreed to act as rights agent.
A copy of the Shareholder Protection Rights Agreement was filed as an exhibit to
the  Company's  Registration  Statement  on Form  8-A  filed  on July  16,  2002
(Commission File No. 000-30123).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     At June  30,  2002,  the  Company  was  not in  compliance  with  financial
covenants under its senior secured credit  facility  arranged  through  Deutsche
Bank  Securities,  Inc. At June 30, 2002, the outstanding  balance on the senior
secured credit facility was zero. The Company voluntarily terminated this credit
facility by notice given on July 12, 2002 pursuant to Section 3.02 of the Credit
Agreement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the annual meeting of stockholders held May 24, 2002, Pierre Lapalme and
Patrick  Zenner were  re-elected  to  Company's  Board of  Directors  as Class C
Directors.  There were  24,448,364  shares voted for and 275,252 shares withheld
for Pierre Lapalme and 24,392,205  shares voted for and 331,411 shares  withheld
for Patrick Zenner. The Company's Class A Directors,  John N. Kapoor, Ph.D., and
Jerry Ellis and Class B Directors, Mahendra G. Shah, Ph.D. and Jon Saxe continue
to serve on the Board. The terms of the Class A, B and C Directors expire at the
annual  meeting  of   stockholders   in  fiscal  years  2003,   2004  and  2005,
respectively.

     Stockholders  also voted at the annual meeting of stockholders to amend the
Company's  Certificate  of  Incorporation  to increase the number of  authorized
shares of common stock to 100,000,000.  There were 22,217,348  shares voted for,
2,490,009  shares  voted  against,  and 16,259  shares voted to abstain from the
proposal to amend the Certificate of Incorporation.

     Stockholders  also voted at the annual meeting of  stockholders  to approve
and adopt the First Horizon  Pharmaceutical  Corporation  2002 Stock Plan. There
were 14,190,440  shares voted for,  8,960,791  shares voted against,  and 25,805
shares voted to abstain from the proposal to adopt the 2002 Stock Plan.

ITEM 5. OTHER INFORMATION

     None



                                       14
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          3.1* -    Restated Certificate of Incorporation

          3.2* -    Amended and Restated By-Laws

          3.3** -   Certificate   of  Amendment  of  Restated   Certificate   of
                    Incorporation

          4.1* -    Form of Stock Certificate

          10.1*** - First Horizon Pharmaceutical Corporation 2002 Stock Plan

          99.1** -  Certification  of the Chief  Executive  Officer  Pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002

          99.2** -  Certification  of the Chief  Financial  Officer  Pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002

--------------------------

          *    Incorporated by reference from Company's  Registration  Statement
               on Form S-1 (Commission File No. 333-30764).
          **   Filed herein.
          ***  Incorporated  by reference from the Company's Proxy Statement for
               its May 24, 2002 annual meeting.

     (b) The Registrant  filed the following  Forms 8-K during the quarter ended
June 30, 2002:

          (i) On May 31,  2002,  the  Registrant  filed a Form 8-K dated May 24,
          2002 pursuant to Item 4 approving the dismissal of Arthur Andersen LLP
          as the independent auditor of the Company.

          (ii) On June 11, 2002, the Registrant filed a Form 8-K/A dated May 24,
          2002 pursuant to Item 4 approving the dismissal of Arthur Andersen LLP
          as the independent auditor of the Company.

          (iii) On June 12, 2002, the Registrant  filed a Form 8-K dated June 7,
          2002  pursuant  to  Item  4  engaging  Deloitte  &  Touche  LLP as its
          independent auditor for the fiscal year ending December 31, 2002.



                                       15
<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized on August 13, 2002.


                          FIRST HORIZON PHARMACEUTICAL CORPORATION


                          By:      /s/ Mahendra G. Shah, Ph.D.
                                   --------------------------------------------
                                   Mahendra G. Shah, Ph.D.
                                   Chairman and Chief Executive Officer



                          By:      /s/ Balaji Venkataraman
                                   --------------------------------------------
                                   Balaji Venkataraman
                                   Executive Vice President,
                                   Chief Financial Officer and Secretary
                                   (Principal Accounting and Financial Officer)



                                       16
1499901