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Exhibit 10.41    
    


November 30,
2004 


Greg
Yonko

Sr. Vice President, Purchasing

McKesson Corporation

One Post Street

San Francisco, CA 94104-5296 


	RE:
	Amendment to Inventory Management Agreement by and between Supplier and McKesson Corporation dated 6/10/03 ("Amendment")



Dear
Mr. Yonko: 


        This
letter serves to amend the above-referenced Inventory Management Agreement ("Agreement") between First Horizon ("FHPC") and McKesson Corporation ("Wholesaler") dated 6/10/2003. 


        The
Agreement shall be amended as follows: 



 Article 1  



	1.
	The
following definition shall be added in Article 1 as section 1.15.



	1.15
	"Contract Year" means the calendar year beginning on January 1st and ending December 31st.


 
	2.
	The following definition shall be added in Article 1 as section 1.16.



	1.16
	"Economic Benefit" means the total savings received or realized by Wholesaler that derive from price breaks, purchases made at the Old Price, Product
discounts, off invoice allowances, promotions, special offers, or price allowances.  



 Article 2  



	3.
	The
following paragraph shall be added in Article 2 as section 2.1.



	2.1
	[***]. Such notification shall include the following information: (i) the
Product name, Product expiration date and lot number; (ii) [***]; (iii) the dollar amount of Product being
purchased; and (iv) [***]. In any event and subject to section 2.4 Purchase Limits,
Wholesaler shall at all times maintain the Inventory Levels set forth in section 2.3 Inventory Levels.



	4.
	Delete
section 2.2 in its entirety and replace with the following language:



	2.2
	Inventory Reports. Wholesaler shall prepare inventory reports detailing the status of its Aggregate Inventory of Products by NDC
number ("Inventory Reports") and, for the duration of this Agreement, provide FHPC with monthly Inventory Reports. All such Inventory Reports shall be transmitted in EDI
(Electronic Data Interchange) format pursuant to Section 2.7 and shall include such information as reasonably requested by FHPC, including the following:



	(a)
	On hand inventory level by distribution center; includes all distribution centers and


 
	(b)
	 On order inventory level by distribution center; includes all distribution centers and


 
	(c)
	 Unit Sales report (EDI 852) which shall state sales out by distribution center; includes all distribution centers and


 
	(d)
	 Chargeback resubmission report (EDI 849) by distribution center, includes all distribution centers and


 
	(e)
	 Customer Outlet Reports (EDI 867) by distribution center, includes all distribution centers.






	5.
	The
following paragraph shall be added in Article 2 as section 2.10. 







	2.10.
	EFT Payments: Beginning March 31, 2005, Wholesaler shall remit all payments including credits to FHPCs account by 820 EFT
transmissions. In the event Wholesaler is unable to transmit the required payment at the time payment is due as a result of system failures or error, Wholesaler shall promptly notify the FHPC's
Finance Department for instructions on remitting payment.





 Article 4  



	6.
	The
following language shall be added in Article 4 as section 4.0.



	4.0.
	Wholesaler and FHPC acknowledge and agree that one of the purposes of this Agreement is for Wholesaler to receive some economic relief for a finite period of
time from price increases instituted by FHPC on a Product and as consideration for such relief Wholesaler shall provide certain reports to FHPC and maintain Inventory Levels as set forth in this
agreement. Wholesaler and FHPC agree that Wholesaler shall receive an Economic Benefit which equals at least [***] purchased by
Wholesaler during the Contract Year ("Targeted Economic Benefit").



In the event the actual Economic Benefit of a particular Product is less than the Targeted Economic Benefit of  [***], then Wholesaler shall issue an invoice to FHPC for
the difference no later then January 30th of the
following year. Such invoice shall include sufficient detail to allow FHPC to verify and audit Wholesaler's invoice. FHPC shall pay undisputed invoice amounts within 45 days of FHPC's receipt
of invoice.


        Any
capitalized terms used in this Amendment, which are not otherwise defined herein, shall have the same meanings ascribed to them in the Agreement. All other terms and conditions of
the Agreement shall remain in full force and effect and unless as otherwise modified herein, shall also apply to the subject matter of this Amendment. In the event there is any inconsistency or
conflict between the provisions in this Amendment and those in the Agreement, the provisions in this Amendment shall supersede and control. 


        Please
sign two copies of this letter agreement to acknowledge your acceptance of this amendment to the Agreement and return one signed copy to: First Horizon Pharmaceutical Corporation,
Attention: Kathy Lang, 6195 Shiloh Road, Alpharetta, GA, 30005. The second copy should be retained for your records. 



	

 	
 	

Very truly yours,
	

 	
 	

Kathy Lang

Sr. Director of Corporate Accounts





	

Michael Mavrogordato

Vice President of Business Development & Managed Care	
 	

Greg Yonko

Sr. Vice President, Purchasing
	

ACCEPTED AND AGREED:	
 	

ACCEPTED AND AGREED:
	

By:	

 	
 	

By:	

 
	 	/s/  MICHAEL MAVROGORDATO      
 Michael Mavrogordato

VP Business Development

Name & Title	 	 	/s/  GREG YONKO      
 Greg Yonko

SR VP

Name & Title
	

 	

 	
 	

 	

 
	

Dated:    11/30/04	
 	

Dated:    12/10/04













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Exhibit 10.41