Exhibit 10.4

As Adopted by the Board of Directors
on June 12, 2003

FIRST HORIZON PHARMACEUTICAL CORPORATION  2003 NONQUALIFIED STOCK OPTION PLAN

1.Purpose.The purpose of the 2003 Nonqualified Stock Option Plan
(the"Plan") is to (a) incentize and retain persons eligible to participate in the Plan; (b) motivate participants, by means of appropriate
incentives, to achieve long-range goals; and (c) further identify participants' interests with those of the Company's shareholders through compensation that is based on the
Company's common stock to promote the long-term financial interest of the Company, including the growth in value of the Company's equity and the enhancement of shareholder return. The term
"Company" means First Horizon Pharmaceutical Corporation and its Subsidiaries. The term "Code" shall
mean the Internal Revenue Code of 1986, as amended, and any successor statute. The term "Subsidiary" shall have the meaning set forth in
Section 424(f) of the Code.

2.Types of Grants.The Plan Committee (as defined below) may, from time to time, grant
nonqualified stock options as provided in Section 8 hereof or grant stock awards as provided in Section 9 hereof.

3.Eligibility.Non-executive employees (and only non-executive
employees) of the Company shall be eligible to participate in the Plan at the discretion of the Plan Committee; provided, however, that if and to the extent any state or federal securities laws, rules
or regulations limit the eligible participants to employees of the Company or otherwise, then the eligible participants shall be so limited under this Plan.

4.Administration.The Plan shall be administered by a plan committee (the
"Plan Committee") established by the Board of Directors of First Horizon Pharmaceutical Corporation (the
"Board"), which shall appoint and remove members of the Plan Committee in its discretion subject only to the requirements set forth herein. The Plan
Committee shall consist of two or more members of the Board
who are nonemployee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, if deemed appropriate are outside
directors within the meaning of Section 162(m) of the Code. The Plan Committee shall determine the meaning and application of the provisions of the Plan and all grant agreements executed
pursuant thereto, and its decisions shall be conclusive and binding upon all interested persons. Subject to the provisions of the Plan, the Plan Committee shall have the sole authority to determine:
(a) the persons to whom grants shall be made; (b) the amount and nature of the grants; (c) the price to be paid for the Stock upon the exercise of each option; (d) the
period within which each option may be exercised; and (e) the other terms and conditions of the grants. Except to the extent prohibited by applicable law or the applicable rules of a stock
exchange, the Plan Committee may allocate all or any portion of its responsibilities to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any
person or persons selected by it. Any such allocation or delegation may be revoked or modified by the Plan Committee at any time.

5.Number of Shares Reserved under Plan.The Company has reserved for issuance under the
Plan 1,200,000 shares of Common Stock of First Horizon Pharmaceutical Corporation ("Stock") or the number of shares of Stock, which, in accordance with
the provisions of Section 6 below, shall be substituted therefor. If an option granted under the Plan shall expire or terminate for any reason without having been exercised in full or without
having been vested or a Stock award shall be forfeited, shares subject to the unexercised, unvested or forfeited portion thereof shall again be available for the purposes of the Plan.

6.Adjustment to Number of Shares and Exercise Price.In the event of changes in the
outstanding Stock by reason of stock dividends, split-ups, consolidations, recapitalizations, reorganizations or similar events (as determined by the Plan Committee), an appropriate
adjustment shall be made by the Plan

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Committee
in the number of shares reserved under the Plan, in the number of shares set forth in Section 5 above, and in the number of shares and the option price per share specified in any
stock option agreement with respect to any unpurchased shares. The determination of the Plan Committee as to what adjustments shall be made shall be conclusive. Adjustments for any options to purchase
fractional shares shall also be determined by the Plan Committee. The Plan Committee shall give prompt notice to all Optionees of any adjustment pursuant to this Section.

7.No Incentive Stock Options.Incentive stock options as defined in Section 422
of the Code may not be granted under this Plan.

8.Nonqualified Stock Options.Each nonqualified stock option granted under the Plan
shall be evidenced by a stock option agreement between the person to whom such option is granted and the Company. Such stock option agreement shall provide that the option is subject to the following
terms and
conditions and to such other terms and conditions not inconsistent therewith as the Plan Committee may deem appropriate and may be set forth in the grant agreement:



Provided,
however, that the Plan Committee may establish the "Fair Market Value" in such other manner as may be reasonably determined in good faith by the Plan Committee based on the reported sale of
the Stock on such stock exchange.



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9.Stock Awards.The Plan Committee may award Stock under the Plan as stock bonuses or a
Stock award. Stock awarded shall be subject to the terms, conditions, and restrictions determined by the Plan Committee. The restrictions may include restrictions concerning transferability, voting,
repurchase by the Company and forfeiture of the shares of Stock awarded, together with such other restrictions as may be determined by the Plan Committee. If shares of Stock are subject to forfeiture,
all dividends or other distributions paid by the Company with respect to the shares of Stock shall be retained by the Company until the shares of Stock are no longer subject to forfeiture, at which
time all accumulated amounts shall be paid to the recipient. The Plan Committee may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any
monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by
the Plan Committee. The certificates representing the shares awarded shall bear any legends required by the Plan Committee. Upon the issuance of a stock award, the number of shares of Stock reserved
for issuance under the Plan shall be reduced by the number of shares of Stock issued.

10.Nontransferability.The options granted pursuant to the Plan shall be
nontransferable except by will or the laws of descent and distribution of the state or county of the Optionee's domicile at the time of death, or, pursuant to a qualified domestic relations order
defined under the Code or Title I of the
Employee Retirement Income Security Act, and shall be exercisable during the Optionee's lifetime only by him (or in the case of a transfer pursuant to a qualified domestic relations order, by the
transferee under such qualified domestic relations order) and after Optionee's death, by Optionee's personal representative or by the person entitled thereto under Optionee's will or the laws of
intestate succession.

11.Effect of Termination of Optionee's Employment or Other Relationship with
Company.Upon termination of the Optionee's employment or other relationship with the Company, Optionee's rights to exercise vested options then held by Optionee
shall be as follows, except that to the extent such periods are more restrictive in the Optionee's agreement with the Company the shorter period specified in the agreement shall apply:



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12.Change of Control.Upon the occurrence of a Change in Control (as hereinafter
defined): All outstanding options granted under this Plan shall become fully vested and exercisable and all Stock awarded or sold under this Plan shall become fully vested.
"Change of Control" means a change in the beneficial ownership of the Company's voting stock or a change in the composition of the Board which occurs as
follows:



13.Securities Law Requirements.The Company's obligation to issue shares of its Stock
upon exercise of an option upon the grant of Stock awards, or upon the sale of Stock is expressly conditioned upon the completion by the Company of any registration or other qualification of such
shares under any state or federal law or rulings and regulations of any government regulatory body or the making of such investment representations or other representations and undertakings by the
Optionee or the recipient, as the case may be (or Optionee's legal representative, heir or legatee, as the case may be), in order to comply with the requirements of any exemption from any such
registration or other qualification of such shares which the Company in its sole discretion shall deem necessary or advisable. The Company may refuse to permit the sale or other disposition of any
shares acquired pursuant to any such representation until it is satisfied that such sale or other disposition would not be in contravention of applicable state or federal securities law.

14.Tax Matters.As a condition to the exercise of an option, the vesting or award of a
Stock bonus or the vesting or sale of shares of Stock, the Company may require the Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to
withhold. At the discretion of the Plan Committee and upon the request of an Optionee, the minimum statutory withholding tax requirements may be satisfied by the withholding of shares of Stock
otherwise issuable to the Optionee upon the exercise of an option. In the event Optionee makes an 83(b) election under Code with respect to any grant under the Plan, or disposes of an incentive stock
option in a transaction deemed to be a disqualifying disposition under Section 421 of the Code, then, within 30 days of such 83(b) election or disqualifying disposition, the Optionee
shall inform the Company of such actions.

15.Amendments to Plan.The Board of Directors may amend the Plan at any time, subject
to applicable law and the requirements of any rule or regulation (including listing regulations applicable to the Company). Except as otherwise provided in this Plan, in no event may action by the
Board or shareholders to amend this Plan alter or impair the rights of a then existing Optionee, without Optionee's consent, under any stock option, award or right previously granted to him hereunder.

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16.Effective Date of Plan; Duration of Plan.This Plan shall become effective upon the
approval of the Board (the "Effective Date"). The Plan shall have a duration of ten years from the Effective Date; provided that in the event of Plan termination, the Plan shall remain in effect as
long as any unexercised or unvested grants under it are outstanding. No grant may be made under the Plan on a date that is more than ten years from the Effective Date.

17.Grant Agreements.Each option granted and each Stock award or sale of shares of
Stock under the Plan shall be evidenced by a written agreement ("Agreement") executed by the Company and accepted by the Optionee, which (i) shall contain each of the provisions and agreements
herein specifically required to be contained therein or a copy of this Plan attached as an exhibit to the Agreement, (ii) may contain the agreement of the Optionee to remain in the employ of,
or to render services to, the Company for a period of time to be determined by the Plan Committee (or such terms may be included in a separate agreement with the Company), and (iii) may contain
such other terms and conditions as the Plan Committee deems desirable that are consistent with the Plan.

18.No Implied Right of Employment.Nothing in this Plan or in any grant hereunder shall
confer upon any recipient any right to continue in the employ of the Company or to continue to perform services for the Company, or shall interfere with or restrict in any way the rights of the
Company to discharge or terminate any officer, director, employee, advisor, independent contractor or consultant at any time for any reason whatsoever, with or without good cause.

[END
OF PLAN]

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