**Exhibit10.1**

**(Redacted portions subject to confidentialtreatment request)**

**DISTRIBUTION SERVICES AGREEMENT**

ThisDistribution Services Agreement (“Agreement”) is made as of the 1st dayof January, 2006 (the “Effective Date”), by and between AmerisourceBergen DrugCorporation (“AmerisourceBergen”), with an address at 1300 Morris Drive,Chesterbrook, PA  19087-5594 and ScielePharma, Inc. formerly known as First Horizon Pharmaceutical Corporation, withan address of Five Concourse Parkway, Suite 1800, Atlanta, Georgia 30328, (“Supplier”).

NOW,THEREFORE, for and in consideration of the mutual promises and obligationscontained in this Agreement, the parties agree as follows:

**1.             APPOINTMENT OF SUPPLIER**

a.               Engagement.  AmerisourceBergen and Supplier agree to a nonexclusivearrangement where Supplier agrees to sell products (“Products”) toAmerisourceBergen on the terms and conditions set forth in this Agreement andany amendment or addendum thereto so that AmerisourceBergen may distribute theProduct to AmerisourceBergen customers ( “Customer” or “Customers”).  Supplier hereby appoints AmerisourceBergen(and all of its distribution centers) as an authorized non-exclusivedistributor of record for all of its Products. Furthermore, Supplier will comply with all federal and state lawsrequiring Supplier to publicly identify all of its authorized distributors.

b.              Term. This Agreement is effective as of the date set forth above (the “EffectiveDate”) and will continue in effect for two years.  Thereafter, this Agreement will automaticallyrenew for subsequent terms of one additional year, unless otherwise terminatedby a party as allowed herein.

c.               Breach and Termination.  Either party may terminate this Agreement forcause, upon 30 days’ written notice of a material default to the other party ofthe reason for termination, and failure of that party to cure the defaultwithin the 30 day period.  Either partymay terminate this Agreement with or without cause upon forty-five (45) daysprior written notice to the other party. Any amounts due shall be payable within 30 days of termination.

**2.             PRICE,PAYMENT AND INVENTORY LEVELS**

a.               Terms of Payment.  Unless otherwise agreed, AmerisourceBergenwill pay all Supplier invoices for undisputed orders in accordance with the duedates specified; provided, in no instances shall be less than 2% 30 days, net31 days.  From time to timeAmerisourceBergen may request that a duly authorized officer of Supplier sign acertificate that Supplier is in full compliance with the terms and conditionsof this paragraph.

b.              ElectronicPayments.  Supplier will provideAmerisourceBergen float days equivalent to 2% 35 days net 36 days for allelectric fund transfers (“EFTs”). Without AmerisourceBergen’s prior writtenconsent, the Supplier shall not have the right to debit any AmerisourceBergenaccount electronically. AmerisourceBergen shall not be deemed in default orlose any cash discount by reason of any delay in receipt or non-receipt bySupplier of funds transferred by EFT unless the delay or non-receipt is theresult of the negligence or willful misconduct of AmerisourceBergen. Suppliershall immediately remit any monies due to AmerisourceBergen in the event of adebit balance situation that persists for more than five (5) days.

c.                Services Fees.  Supplier shall pay a Services Fee toAmerisourceBergen for primary distribution services, which consist of thestocking, packing and shipment of Products, providing inventory and sales  data, credit and billing processing, accountsreceivables management, contracts and chargeback administration and the 

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fulfillmentof the obligations set forth in Paragraph 3 below (collectively referred to as “PrimaryDistribution Services”).  The ServicesFee amount is set forth in Exhibit C (Services Fee).

   d.                          Post Price Increase Buy In Allocations.****Supplier may elect to provide AmerisourceBergen, in itssole discretion, allocations of Product at the price prior to a price increase.The Economic Benefit (defined in Exhibit C) realized by AmerisourceBergen for such purchases at the old price willbe calculated as a Credit to the Service Fee as set forth in Exhibit C.  Products purchased for customers that receive Federal StatutoryPricing(1) (“Federal Customers”) shall not be included in the Post PriceIncrease Buy In Allocation or any other discounts or price allowance offered toAmerisourceBergen by Supplier.

  e.                                 Inventory Levels.   During the term of this Agreement,AmerisourceBergen shall maintain at all times a stock of Product(s) sufficientto supply the demand of its customers provided, however, such stock shall benot less than forty **** **** **** nor more than ********* **** **** ofAmerisourceBergen’s expected sales to customers as determined by its CustomaryPractice unless otherwise agreed to by Supplier in writing.  The term “Customary Practice” means, at anygiven time, the average of the total quantity of Products (by NDC number) soldby AmerisourceBergen to Customers over the immediate preceding ***** ********.  The Inventory Levels set forth inthis section reflect an additional *** *** ***** stock of Product(s) forSupplier’s Disaster Recovery plan.

AmerisourceBergenshall have no obligation to maintain the minimum Inventory Level of aparticular Product if such Product is unavailable from Supplier.

f.                 Inventory and Sales Reports.  AmerisourceBergen shall prepare Inventory andSales Reports and, for the duration of this Agreement, provide Supplier withsuch Inventory Reports (an “852”) on a weekly basis and  Sales Reports (an “867”) monthly.  All such Inventory and Sales Reports shall betransmitted in EDI format  each Monday nolater then 8:00 AM (Eastern Standard Time) and shall include the informationset forth in Exhibit A.   Within 30 daysafter the execution of this Agreement, the parties shall examine and test thecapability of their respective EDI systems and complete implementation of amutually agreeable system whereby transfers of information can be madeeffectively and on a consistent basis. In the event that critical internal support systems and electroniccommunication links, including EDI, are not available for three (3) consecutivebusiness days, the parties will cooperate to promptly implement substituteprocedures to document the information customarily sent by EDI and preventinterruptions to each other’s business.

AmerisourceBergen shall include sufficient data in the Inventory andSales Reports and Data Reports so that Supplier can determine and evaluate theon-hand and on-order inventory, purchases, returns and chargebacks made by FederalCustomers.

Inaddition to the Inventory and Sales Reports above, AmerisourceBergen agrees toprovide the following EDI reports: 820-Electronic Funds Transfer; 844 -Electronic Chargeback;  and849-Electronic Chargeback reconciliation (collectively, “Data Reports”).  The foregoing Data Reports shall be providedto Supplier on a weekly basis.

**3.             AMERISOURCEBERGEN OBLIGATIONS**

a.               StockProduct.  AmerisourceBergen will maintainsufficient stock of Products to satisfactorily supply customer base demand.

b.              LegalCompliance.  AmerisourceBergen willcomply with federal, state and local laws governing the purchase, handling,sale, and distribution of Products.

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(1) Customers thatreceive Federal Statutory Pricing include but not limited to Department ofDefense (DOD), Veterans Administration (VA), Disproportionate Share Hospitals(DSH), and Public Health Services (PHS).

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c.               Documentation.  Upon request with respect to any order forcontrolled substances, AmerisourceBergen will furnish Supplier with commerciallyreasonable assurances that (1) AmerisourceBergen is authorized to possess anddistribute such controlled substances under federal law, and (2)AmerisourceBergen is in compliance with all federal regulations and guidelinespromulgated under the Controlled Substances Act of 1970, as amended, with respect to thepurchase, handling, storage, repackaging, sale, and distribution of thecontrolled substance ordered.

d.              ElectronicOrders.  AmerisourceBergen will submitorders electronically in industry standard format.

e.               DropShipments.  AmerisourceBergen will honorall invoices billed to AmerisourceBergen for drop shipments authorized byAmerisourceBergen, provided that the Product has been delivered and the invoiceis not disputed by customer.

f.                 Storage Conditions.  AmerisourceBergen will maintain Productsunder proper conditions, both in storage and in transit to AmerisourceBergencustomers.  Product requiring specialstorage conditions may be subject to an additional handling fee.

g.              Short DatedProduct.  AmerisourceBergen will acceptshort dated Product in its sole discretion and on a case-by-case basis.

h.              InternalControls.  AmerisourceBergen willmaintain internal controls to facilitate compliance with its obligations underthis Agreement.

i.                  AmerisourceBergenagrees to purchase 100% of its requirements of Products directly from FirstHorizon.  Furthermore, AmerisourceBergenagrees to order the minimum quantities for each Product set forth in theattached Exhibit D.

       j.    [Intentionally Deleted]

k.               Within thirty (30) days of signing thisAgreement, AmerisourceBergen shall provide to Supplier the names and contactinformation of the AmerisourceBergen employee primarily responsible formanaging and maintaining this Agreement and current Customer contracts thateffect this Agreement.

**4.             SUPPLIEROBLIGATIONS**

a.               ElectronicOrders.  Supplier will acceptAmerisourceBergen orders electronically in the industry standard format.

b.              Set-upSheets.  Upon the request ofAmerisourceBergen, Supplier will provide AmerisourceBergen with completed NewVendor Set-Up form.  Supplier willprovide AmerisourceBergen with a completed HDMA Form for all new items, inaddition to any promotional fact sheets for all promotions. Supplier is responsiblefor the accuracy of the form. AmerisourceBergen will not be responsible for Supplier’s errors.  Incomplete forms will not be processed.

c.               DeliveryTimes.  Supplier will make commerciallyreasonable efforts to ship all AmerisourceBergen orders completely and todeliver them within a mutually agreeable schedule.  Notification of Products identified asbackordered, discontinued or unavailable must be provided to AmerisourceBergen,in writing, within forty eight (48) hours.

d.              [IntentionallyOmitted]

e.               [IntentionallyOmitted]

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f.                 ShippingLabels.  Supplier agrees to clearly labelall cartons and pallets with the following shipping information:

AmerisourceBergen Purchase Order Number

Ship-From Address

Ship-To Address

g.              Drop Ship Orders.  In the event AmerisourceBergen or Supplierelects to drop ship Product(s) to an AmerisourceBergen customer, all otherprovisions of the Agreement, including returns, remain in effect. Supplier mustverify in advance that customer is in good standing with the servicingAmerisourceBergen division.

h.              Invoicing. The Supplier will not invoice orders until the Product has been shippedto AmerisourceBergen.  If orders are notreleased on the date of the invoice, Supplier will add additional float days tothe payment terms.  Invoices transmittedelectronically will be sent in the industry standard format.

i.                  Shipment Charges, Title and Risk ofLoss.  All orders are to be shipped bySupplier to AmerisourceBergen FOB destination, freight prepaid bySupplier.  Supplier shall pay for insurance.    Title to and risk of loss of Products soldhereunder will pass to AmerisourceBergen upon delivery at the designateddestination by Supplier.

j.                  ShortDated Product.  Supplier agrees to shipProducts with not less than 12 months’ shelf life remaining, unless Product ismanufactured with a limited shelf life less than the above, in which case suchProduct will be shipped per Supplier’s/manufacturer’s guidelines.  At AmerisourceBergen’s discretion, shortdated Product may be accepted on a case-by-case basis in individual purchasesituations.

k.               Notice ofPromotional Activities/Buy-in Opportunities. Supplier agrees to provide AmerisourceBergen prior notice of marketingactivities to AmerisourceBergen customers involving guaranteed sale provisionsand/or other distribution and promotional activities.

l.                  Price Protection.  Supplier agrees to provide price protectionto AmerisourceBergen and to adjust on-hand and in-transit inventory in theevent of a product price reduction.

m.            AccountsReceivable Statement.  Supplier agrees toprovide AmerisourceBergen with accounts receivable electronic statements of allopen transactions.

n.              Date ofPrice.  Supplier agrees to acceptpurchase orders at the prices in effect on the day the order istransmitted.  Supplier will notifyAmerisourceBergen within seventy-two (72) hours of the order date of anyProduct adjustments or held purchase order delays.

o.              PriceChanges.  Supplier agrees toelectronically communicate all price changes to AmerisourceBergen no later than 4:00 p.m. EasternStandard Time the business day prior to the effective date of price change to:  PDM@amerisourcebergen.com and the Director,Brand Rx Product Development and the Analyst, Brand Rx. p.

p.              Credits.  Supplier will pay AmerisourceBergen allundisputed compensation due (including without limitation, payments, credits,product allocations, and/or bill-back program amounts) within 30 days ofdetermination.  Exceptions shall beresolved with AmerisourceBergen  AccountsPayable Department. AmerisourceBergen reserves the right to take deductions.

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 q.           Allocation.  Supplier agrees to work withAmerisourceBergen to ensure that any allocation program does not cause anout-of-stock situation.  IfAmerisourceBergen validates to Supplier a potential out-of-stock condition,Supplier will adjust AmerisourceBergen’s allocation to meet demand.

r.                 Product RecallReimbursement.  Supplier agrees to abideby all HDMA published guidelines for product recall reimbursement.

s.               LegalCompliance.  Supplier will comply withall applicable federal, state and local laws including but not limited to thoselaws governing the manufacture, purchase, handling, sale, marketing anddistribution of Products purchased under this Agreement.

t.                 Supporting Information.  Supplier shall provide any documentation orinstructions to AmerisourceBergen             reasonably necessary for full compliance with federal, state and locallaws with respect to the handling, storage and distribution of the Products.  Supplier shall maintain federal, state andlocal registrations necessary for the lawful handling of all Products andimmediately notify AmerisourceBergen of any denial, revocation or suspension ofany such registration or any changes in the Products which AmerisourceBergen isauthorized to distribute. Supplier shall report final judgments againstSupplier in any administrative, civil or criminal action by local, state orfederal authorities against Supplier, its officers or employees, regardingviolations of the Controlled Substances Act of 1970, as amended, or other comparablelegislation, and provide AmerisourceBergen with complete information concerningthe disposition of such action.

u.              Guaranty of Sale for New ProductLaunches.  Recognizing the uncertaintyassociated with new Product launches, the parties agree that prior to thedelivery of the initial stocking order, AmerisourceBergen and Supplier willjointly determine the amount of the initial stocking order that will be sold toAmerisourceBergen in a mutually agreed upon time frame.

**5.             RETURNS**

a.               AmerisourceBergenwill have the right to return to Supplier Products in accordance with theReturn Goods Policy, as amended.  Thecurrent Return Goods Policy is attached as Exhibit E.

b.              Supplier willaccept AmerisourceBergen returned Products from a third party reversedistribution processor.  Any fees orexpenses associated with the third party reverse distribution processor shallbe paid by AmerisourceBergen.

**6.             DAMAGEDPRODUCTS**

Should Products sold to AmerisourceBergen be received in damagedcondition (whether noted at receipt or hidden), AmerisourceBergen will note onthe delivery slip the apparent damage and shall request that the Supplierremedy the situation by accepting prompt return of Product and issuance of acredit. Damage will be reported promptly to Supplier’s customer servicedepartment to determine the disposition instructions. AmerisourceBergen shallhold such damaged Products for inspection by the insurer, the carrier, orSupplier’s designated representative for up to forty-five (45) days.

**7.             SHIPMENTERRORS**

In the event of an incomplete shipment, a shortage in shipment, themisdirection of any delivery, or any overshipment  resulting from  or caused by Supplier’s error, the Suppliershall immediately contact the AmerisourceBergen purchasing department upondiscovery  and  the parties shall mutual agree upon theappropriate action to take.   If theshipment error is caused by or resulting from Supplier’s error, then Supplierwill be responsible for related freight or accessorial charges.

**8.             SUPPLIERDIRECT-TO-CUSTOMER CONTRACTS**

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a.               Participating Customers.  Any customer having a current direct purchasecontract with Supplier (the “Participating Customer”) may request that suchpurchases be made through AmerisourceBergenas a vendor.  Such request must be madeby the Participating Customer to AmerisourceBergenin writing. AmerisourceBergenreserves the right to accept or refuse any such request in its sole discretion.Supplier shall inform AmerisourceBergenof the terms, pricing, and other relevant details of its contract with theParticipating Customer.  Contract updatesand changes should immediately be submitted to the AmerisourceBergen ContractDepartment for prompt application.

b.              Termination/Modification. AmerisourceBergen reserves the rightto terminate participation in the Supplier’s direct-to-customer programs withinforty (45) days notice to Participating Customer and Supplier.  In the event of such termination, AmerisourceBergen shall receive creditfor sales made prior to the date of termination, provided that all such salesare reported within the periods indicated above.  AmerisourceBergen reserves the right toreturn to Supplier any excess inventory of product(s) resulting from programtermination. 

**9.             INSPECTIONOF RECORDS**

Supplier andAmerisourceBergen agree tomaintain complete and accurate records of all transactions related to theconduct of business.  During the term ofthis Agreement and for a period of one year thereafter following termination orexpiration of the Agreement, both parties will permit inspection of recordsupon reasonable notice during regular business hours for the purpose ofresolving business disputes. If based on any such inspection or audit it isdetermined that either party has received excess credits or taken any unearneddiscounts, the party shall immediately pay any excess amount.

**10.          CONFIDENTIALITY**

Alldocuments and other information provided to a party by the other party pursuantto this Agreement, including any information concerning prices, quantitiespurchased by any customer, data or other terms and conditions, shall be held bythe receiving party  in strict confidenceand not disclosed either directly or indirectly to any third party and shallonly be used for purposes of fulfilling the receiving party’s obligations underthis Agreement.  Both partiesacknowledges that money damages alone may not be a sufficient remedy for anyviolation by it of the terms of this Agreement addressing use or disclosure of  confidential information of the disclosingparty and that the disclosing party  maybe entitled (in addition to any other remedies which may be available to it atlaw or in equity) to specific performance and injunctive relief as remedies forany such violation.  Each party shallkeep the terms and conditions of this Agreement and any amendments or addendathereto confidential.

Notwithstanding anything tothe contrary in this Agreement, the receiving party shall have no liability tothe disclosing party for the use or disclosure of  such information as the receiving party canestablish by written documentation to:

(a)                                  have been publicly known prior to disclosureby the disclosing party of such information to the receiving party;

(b)                                 have become publicly known without fault onthe part of the receiving party, subsequent to disclosure to the receivingparty;

(c)                                  have been received by the receiving party atany time from a source, other than the disclosing party, lawfully havingpossession of and the right to disclose such information;

(d)                                 have been otherwise known by the receivingparty prior to disclosure by the disclosing party to the receiving party ofsuch information; or

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(e)                               have been independently developed by thereceiving party without use of such information.

A party receiving Confidential Information may disclosesuch Confidential Information if required to do so by a court (or othertribunal of competent jurisdiction), any governmental body or as required underany applicable laws, rules or regulations provided that (i) the party requiredto disclose such Confidential Information provides prompt notice of suchpending disclosure to the disclosing party so that the disclosing party canseek a protective order, and (ii) the party required to disclose suchConfidential Information shall exercise reasonable efforts to ensure that theinformation is accorded confidential treatment by the court or other tribunal.

Theprovisions of this Section shall survive for a period of two (2) yearsfollowing the termination of this Agreement.

**11.****                              ****WARRANTY**

Supplierwarrants that Product shipped from Supplier will not be adulterated ormisbranded within the meaning of the Federal Food, Drug and Cosmetic Act, asamended, and the regulations promulgated thereunder (“Act”), or within themeaning of any applicable state or municipal law in which the definition ofadulteration and misbranding are substantially the same as those contained inthe Act. (collectively the “Applicable Laws”)  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIEDAND SUPPLIER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES INCLUDINGWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT ASOTHERWISE CONTAINED HEREIN AND IN ANY CONTINUING GUARANTY AND INDEMNIFICATIONAGREEMENT DELIVERED BY SUPPLIER TO AMERISOURCEBERGEN.

**12.  RELATION OF PARTIES**

a.               Except as otherwise specified, AmerisourceBergen is acting pursuantto this Agreement in the capacity of an independent contractor distributing theProducts of Supplier as well as products of other manufacturers.

b.              AmerisourceBergen shall not have the authority to bindSupplier unless otherwise agreed to between Supplier and AmerisourceBergen.

c.               Supplier shall not use AmerisourceBergen’s name, trademarksor commercial symbols without the prior written consent of AmerisourceBergen.

d.              Nothing contained in this Agreement shallbe interpreted or construed so as to characterize the relationship between theparties as a joint venture, partnership, agency or franchise for any purposeswhatsoever.

**13.          INDEMNIFICATION**

a.             AmerisourceBergen  shall indemnify, defend and hold harmless the Supplier, its agents, servants,employees, officers, directors, attorneys, subsidiaries, affiliates, parent andassigns from and against all claims (including, but not limited to, productliability claims) losses, damages, liabilities and expenses (including, but notlimited to, reasonable attorneys’ fees and court costs) (collectively, “Claims”)to the extent arising from negligence, willful misconduct, illegality,  material breach of this Agreement orwrongdoing of any kind alleged or actual on the part of AmerisourceBergen.  This is in addition to any remediesspecifically set forth elsewhere in this Agreement. Notwithstanding the foregoingindemnification obligation, AmerisourceBergen shall have no obligation toindemnify Supplier for Claims to the extent resulting from or caused bynegligence, willful misconduct or breach of this Agreement by Supplier or itsagents, representatives or subsidiaries. Supplier hereby agrees to defend, indemnify and hold AmerisourceBergenand each of its subsidiaries harmless against any Claims  to the extent arising as a result 

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of(a) actual or alleged violation of Applicable Laws by virtue of which Productsat the time of shipment from Supplier are adulterated, misbranded or otherwise not in full compliance with or incontravention of Applicable Laws, (b) possession, distribution, sale and/or useof any Products of Supplier, including any prosecution or action by anygovernmental body or agency or by any private party for misbranded oradulterated Product within the meaning of Applicable Laws, including claims ofbodily injury, death or property damage, (c) any actual or asserted claim thatSupplier’s Products infringe any proprietary or intellectual property rights ofany person, including infringement of any trademarks or service names, tradenames, trade secrets, inventions, patents or violation of any copyright laws orany other applicable federal, state or local laws, and (d) any actual orasserted claim of negligence, willful misconduct or material breach of thisAgreement.  Notwithstanding the foregoingindemnification obligation, Supplier shall have no obligation to indemnifyAmerisourceBergen for Claims to the extent resulting from or caused bynegligence, willful misconduct or breach of this Agreement by AmerisourceBergenor its agents, representatives or subsidiaries.

Supplierfurther agrees to maintain primary and noncontributing Products LiabilityInsurance of not less than U.S. $5,000,000.00 per occurrence, Combined SingleLimit (Bodily Injury and Property Damage) including AmerisourceBergenCorporations and its subsidiary companies as Additional insureds, including aBroad Form Vendors Endorsement, with provision for at least 30 days’ priorwritten notice to the additional insureds in the event of cancellation ormaterial reduction of coverage, and upon request promptly submit satisfactoryevidence of such insurance.  Allinsurance coverage must be with a carrier with at least an A. M. Best rating ofA VII including any deductible or self-insurance risk retained byGuarantors.  In combination withsignificant excess liability insurance, any retained risk must be commerciallyreasonable, actuarially sound, and acceptable to AmerisourceBergen Corporation,at its sole discretion.** **. In combination with liability insurance, any retained risk must becommercially reasonable and actuarially sound. Supplier warrants that its assets are sufficient to cover anyself-insurance liability it assumes under this Agreement.

**14.          MISCELLANEOUS**

a.               Notice. Any notice required or permittedhereunder shall be deemed given when deposited, postage prepaid, certified,return receipt requested, in the United States mail addressed to the receivingparty at its address indicated on page 1 of this Agreement or to such otheraddress as such party shall have indicated by written notice. A copy of anynotice provided to AmerisourceBergenmust also be sent to AmerisourceBergen’sGeneral Counsel at the AmerisourceBergenaddress listed on page 1.

b.              Assignment. This Agreement may not beassigned by either party without the prior written consent of the otherparty.  Notwithstanding the foregoing,either party  may assign its rights andobligations hereunder without the consent of the other party  to a subsidiary or affiliate or to an entitywhich purchases all or substantially all of the assigning party’s stock or assets or acquires control of theassigning party , whether by merger, consolidation or any other means.

c.               GoverningLaw/Interpretation. The Agreement shall be governed by and construed inaccordance with the internal laws of the Commonwealth of Pennsylvania. The parties have jointly negotiated thisAgreement and, thus, neither this Agreement nor any provision will beinterpreted for or against any party on the basis that it or its attorneydrafted the Agreement or the provision at issue.  Headings of the various Sections are not partof the context of this Agreement, and are only labels to assist in locatingthose Sections, and will be ignored in construing this Agreement.  When this Agreement requires approval of oneor more parties, such approval may not be unreasonably withheld ordelayed.  Words, regardless of the numberand gender specifically used, will be construed to include any other number,singular or plural, and any gender, masculine, feminine, or neuter, as thecontext requires.  “And” includes “or.”  “Or” is disjunctive but not necessarilyexclusive.  “Including” means “includingbut not limited to.”  The parties herebyconsent to jurisdiction of Pennsylvania’s courts and, for any litigation thatmay arise out of this Agreement, stipulate to venue in the state and federalcourts serving Chester County, Pennsylvania, as the sole proper venue.

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d.              Legal Compliance. It is the intent of theparties to this Agreement to comply now, and hereafter during the term of thisagreement, with all federal, state, professional and other laws, statutes,regulations, rules, policies and protocols applicable to the subject matter ofthe Agreement and the relationship of the parties, including, withoutlimitation, any reporting obligations (such as Average Selling Price) under anystate or federal law. In the event there is any change in law, regulation orinterpretation thereof that has the effect of prohibiting any right orobligation of a party under the agreement or materially affects such right orobligation, then such party may upon notice to the other party immediatelyterminate this agreement in whole or in part.

e.               Force Majeure. Each party’s obligationunder this Agreement will be excused to the extent any delay is caused bystrikes or other labor disturbance, acts of God, war, or other conditionsbeyond the reasonable control of that party, but only during the duration ofsuch condition.

f.                 Benefits. This Agreement shall be bindingupon and inure to the benefit of the parties and their respective successorsand permitted assigns.

g.              Complete Agreement. This Agreementcontains the entire agreement between the parties and supersedes any prioragreement or understanding concerning the subject matter herein between theparties.

h.  Modification. ThisAgreement may be modified, or rights hereunder waived, only in a writing signedby both parties that expressly references this Agreement.

i                     Publicity. Neither party shall have the right to issue a press release, statementor publication regarding the terms and conditions of or the existence of thisAgreement.

IN WITNESSWHEREOF, the parties have executed this Agreement by their duly authorizedrepresentatives.
| **SCIELE PHARMA, INC.** |                | **AMERISOURCEBERGEN  DRUG CORPORATION** |
|-------------------------|---------------------|-----------------------------------------|
|                    |                |                                    |   |   |   |
| By:                     | /s/ Darrell  Borne  |                                    | By: | /s/ Anthony T.  Jackson |   |
|                    |                |                                    |   |   |   |
| Title:                  | Darrell Borne,  CFO |                                    | Title: | VP Brand RX |   |
|                    |                |                                    |   |   |   |
| Date:                   | 07/12/06            |                                    | Date: | 07/19/06 |   |

 

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**Exhibit A**

# DataElements for Inventory and Sales Reports

1.                                       Currentinventory quantity available - indicates the quantity available to be sold orshipped by distribution center for All Distribution Centers

2.                                       Quantityon order, not yet received - total quantity expected to be received fromSupplier for current reporting period, but not yet received by distributioncenter for All Distribution Centers

3.                                       Quantitysold by distribution center for All Distribution Centers

4.                                       Quantityout of stock

5.                                       Additionaldemand quantity - sums the last three months of order quantity from orderdetail file, subtracts the sum of the last three months of credit quantity fromcredit detail file, and divides by number of days over past three months

6.                                       Plannedinventory quantity for replenishment purposes

7.                                       MorgueReports shall be generated monthly and sent to First Horizon by distributioncenter for All Distribution Centers

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**EXHIBIT C - Services Fee**

AService Fee will be paid annually based on purchases made by AmerisourceBergenduring the term of the Agreement at the price of the Product at the time ofpurchase.

Theterm “**Service Fee**” shall mean the *********** **** fee that will be paid to AmerisourceBergen by Supplier in eachyear based upon the total dollar volume of Product purchased byAmerisourceBergen during such year.

**Credits on Service Fee****:**

Supplierwill receive Credits towards the Service Fee for the Economic Benefit receivedor realized by AmerisourceBergen.  “**Economic Benefit**” means the total savings received or realizedby Amerisource Bergen including the economic benefit derived from priceappreciation on Aggregate Inventory after a Supplier’s pricing action.  In the event AmerisourceBergen elects toparticipate in Post Price Increase Buy In Allocations; discounts; off invoiceallowances; or any other promotional deals or discounts offered by Supplier(collectively “**Discounts**”) , any economic benefitreceived or realized by AmerisourceBergen from Discounts shall be creditedtoward the Service Fee.

ServiceFee shall be calculated based upon the following formula:

**ServiceFee Formula:**

(TotalAmerisourceBergen purchases) X **** less Credits

AmerisourceBergen shall invoice Suppliersemi-annually for the previous two calendar quarters.  Such invoices shall be delivered to Supplieron or before the July 15th andJanuary 15th.

Invoices shall include sufficient detail toallow Supplier to verify and audit AmerisourceBergen’s calculation set forth inthe invoice. Supplier shall pay undisputed invoice amounts within forty-five (45)days of Supplier’s receipt of invoice.

 

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Exhibit D

Minimum Order Quantities

 
| Product                    | ** ** | **NDC #**  | ** ** | **Order Qty** |
|----------------------------|------------|------------|------------|---------------|
| Robinul 100’s         |       | 5963020010 |       | **            |
| Robinul Forte              |       | 5963020510 |       | **            |
| Nitrolingual Pumpspray 200 |       | 5963030020 |       | ***           |
| Nitrolingual Pumpspray 60  |       | 5963030065 |       | **            |
| Ponstel 100’s         |       | 5963040010 |       | **            |
| Tanafed DP 4oz             |       | 5963046504 |       | **            |
| Tanafed DP 16oz            |       | 5963046516 |       | **            |
| Tanafed DMX 4 oz           |       | 5963047004 |       | **            |
| Tanafed DMX 16oz           |       | 5963047016 |       | **            |
| Sular 10mg                 |       | 5963044010 |       | **            |
| Sular 20mg                 |       | 5963044110 |       | **            |
| Sular 30mg                 |       | 5963044210 |       | **            |
| Sular 40mg                 |       | 5963044310 |       | **            |
| Cognex 10                  |       | 5963019012 |       | **            |
| Cognex 20                  |       | 5963019112 |       | **            |
| Cognex 30                  |       | 5963019212 |       | **            |
| Cognex 40                  |       | 5963019312 |       | **            |
| Furadantin 470 mL          |       | 5963045016 |       | *             |
| Prenate Elite 90’s    |       | 5963041190 |       | **            |
| Optinate 30s               |       | 5963041230 |       | **            |
| Zoto                       |       | 5963013503 |       | **            |
| Fortamet 1000mg            |       | 6202257560 |       | **            |
| Fortamet 500mg             |       | 6202257460 |       | **            |
| Altoprev 20mg              |       | 6202262830 |       | **            |
| Altoprev 40mg              |       | 6202262930 |       | **            |
| Altoprev 60mg              |       | 6220226303 |       | **            |
| Triglide 50mg              |       | 5963048090 |       | **            |
| Triglide 160mg             |       | 5963048590 |       | **            |

 

 

12

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Exhibit E

RETURN GOODS POLICY

 

13

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