Exhibit
10.1


First
Amendment to Agreement and Plan of Merger


This First
Amendment to Agreement and Plan of Merger (“First Amendment”) is entered
into as of June 12, 2007 by and among Sciele Pharma, Inc., a Delaware
corporation (the “Parent”), SP Acquisition Corp., a Georgia  corporation (the “Merger Sub”), Alliant
Pharmaceuticals, Inc., a Georgia corporation (the “Company”), the
Shareholders of the Company and John N. Kapoor, Ph.D., as representative of the
Company and the Shareholders (the “Shareholder Representative”) and
amends the Agreement and Plan of Merger entered into by such parties on April
24, 2007 (the “Merger Agreement”).


Capitalized terms
not otherwise defined in this First Amendment shall have meaning given to them
in the Merger Agreement.


Recitals


Due to certain
developments impacting the business of the Company, the Parties have agreed to
adjust the Purchase Price and the Performance Payment algorithm so as to
reflect the adjusted value of the Company resulting from such developments.


Now therefore,
in consideration of the mutual representations, warranties, covenants and
agreements herein contained, and upon and subject to the terms and the
conditions hereinafter set forth, the parties do hereby agree as follows:


1.             Section
3.1 shall be amended by replacing “$122,250,000” with “$109,750,000”.


2.             Section 2 of Exhibit 7.18
(Performance Payment) shall be amended by replacing “$2.78” with”$3.61” and by
replacing “$25,000,000” with “$32,500,000.”


3.             Except as expressly amended hereby,
the Merger Agreement shall remain and continue in full force and effect in
accordance with its terms.


4.             This Amendment shall be governed by
Article XII (Miscellaneous Provisions) of the Merger Agreement, which such
Article XII is incorporated herein by this reference and made an operative part
of this Amendment.


[Signatures
on Following Page]











In
witness whereof, the Parties have caused this Agreement to be
duly executed, as of the date first above written.


	
  

  	
  PARENT:

  	
   

  
	
   

  	
  SCIELE PHARMA, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Fourteau

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Patrick Fourteau

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERGER SUB:

  SP ACQUISITION CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darrell Borne

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Darrell Borne

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMPANY:

  	
   

  	
   

  
	
   

  	
  ALLIANT PHARMACEUTICALS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Pugh

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mark W. Pugh

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDER REPRESENTATIVE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Kapoor

  	
   

  	
   

  
	
   

  	
  John N. Kapoor, Ph.D.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Kapoor

  	
   

  	
   

  
	
   

  	
  By John N. Kapoor, Ph.D., as attorney-in-fact for
  each Shareholder pursuant to Section 12.1 of the Merger Agreement