Exhibit 10.31

EMPLOYMENT AGREEMENT

This
AGREEMENT is made and entered into as of the 27th day of October, 2004, by and between FIRST HORIZON PHARMACEUTICAL CORPORATION, a Delaware corporation (the "Company"), and Michael
Mavrogordato ("Executive").

WITNESSETH:

NOW, THEREFORE, in consideration of Executive's continued employment, the covenants and mutual agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.Employment.Throughout the Term (as defined in Section 2 below), the Company shall employ Executive as
provided herein, and Executive hereby accepts such employment. In accepting such employment, Executive states that, to the best of his knowledge, he is not now, and by accepting such employment, will
not be, under any restrictions in the performance of the duties contemplated under this Agreement as a result of the provisions of any prior employment agreement or non-compete or similar
agreement to which Executive is or was a party.

2.Term of Employment.Subject to approval of this Agreement by the Company's Board of Directors, the term of
Executive's employment by the Company hereunder shall commence on January 3, 2005 (the "Effective Date") and shall continue thereafter unless sooner terminated as a result of Executive's death
or in accordance with the provisions of Section 6 below (the "Term").

3.Duties.Throughout the Term, and except as otherwise expressly provided herein, Executive shall be employed
by the Company as the Vice President of Business Development of the Company. Executive shall devote his full time to the performance of his duties in this position in accordance with the Company's
By-laws, this Agreement and the directions of the Company's Board of Directors and any executive officer of the Company who is senior to Executive. Without limiting the generality of the
foregoing, throughout the Term, Executive shall faithfully perform his duties at all times so as to promote the best interests of the Company. In addition, subject to approval of this Agreement
notices by the Board of Directors, the Board of Directors shall elect Executive as an officer of the Company at its first board meeting after the Effective Date.

4.Compensation.



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5.Benefits and Other Rights.In consideration for Executive's performance under this Agreement, the Company
shall provide to Executive the following benefits:



6.Termination of the Term.



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7.Effect of Expiration or Termination of the Term.Promptly following the termination of the Term, and except
as otherwise expressly agreed to by the Company in writing, Executive shall:



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8.Executive's Covenant Not to Solicit.Executive hereby covenants and agrees with the Company that, for so long
as Executive is employed by the Company and for a period of twelve (12) months after the termination of such employment for any reason (the "Restricted Period"), Executive shall not, without
the prior written consent of the Company, which consent shall be within the sole and exclusive discretion of the Company, either directly or indirectly, on his own account or on behalf of any other
person or entity, solicit any current or prospective Company supplier, customer, client, or other person or entity through whom sales are facilitated with whom Executive had material contact on behalf
of the Company within the twelve (12) months preceding Executive's termination of employment, for the purpose of seeking any contract or arrangement for the purchase, sale, promotion,
marketing, or placement on formulary or preferred listing of drug products (or ingredients of drug products), including generic and nongeneric drug products, which are competitive with Company
products. For purposes of this provision, "material contact" shall be defined as two or more written or oral communications for the purpose of seeking any contract or arrangement for the purchase,
sale, promotion, marketing, or placement on formulary or preferred listing of drug products (or ingredients of drug products). Executive may seek the Company's consent to solicit suppliers that have
excess capacity or specific customers, clients, or other persons or entities through whom sales are facilitated with respect to specific products as reasonably determined by the Company.

9.Confidentiality.Attached to this Agreement as Exhibit A is the form of the Employee/Independent
Contractor Confidentiality and Non-Solicitation Agreement (the "Confidentiality Agreement") which the Company requires all employees, including, but not limited to, the Executive, to
execute and which is a part of each employee's terms of employment. By signing this Agreement, Executive acknowledges having received, read, executed and delivered to the Company a copy of the
Confidentiality Agreement and agrees that the terms of the Confidentiality Agreement shall be incorporated by reference into this Agreement and shall be considered as part of the terms and conditions
of Executive's continued employment with the Company.

10.Remedies.



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11.Enforcement Costs.If any legal action or other proceeding is brought for the enforcement of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeal and other post judgment
proceedings), incurred in that action or proceeding, in addition to any other relief to which
such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other reasonable charges
billed by the attorney to the prevailing party.

12.Notices.Any and all notices necessary or desirable to be served hereunder shall be in writing and shall be:



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Either
party hereto may amend the addresses for notices to such party hereunder by delivery of a written notice thereof served upon the other party hereto as provided herein. Any notice
sent by certified mail as provided above shall be deemed delivered on the third (3rd) business day next following the postmark date which it bears.

13.Entire Agreement.This Agreement sets forth the entire agreement of the parties hereto with respect to the
subject matter hereof, and all prior negotiations, agreements and understandings are merged herein. This Agreement may not be modified or revised except pursuant to a written instrument signed by the
party against whom enforcement is sought.

14.Severability.The invalidity or unenforceability of any provision hereof shall not affect the enforceability
of any other provision hereof, and except as otherwise provided in Section 10 above, any such invalid or unenforceable provision shall be severed from this Agreement.

15.Waiver.Failure to insist upon strict compliance with any of the terms or conditions hereof shall not be
deemed a waiver of such term or condition, and the waiver or relinquishment of any right or remedy hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or
remedy at any other time or times.

16.Arbitration.Any claims, disputes or controversies arising out of or relating to this Agreement between the
parties (other than those arising under Section 10) shall be submitted to arbitration by the parties. The arbitration shall be conducted in Atlanta, Georgia in accordance with the rules of the
American Arbitration Association then in existence and the following provisions: Either party may serve upon the other party by guaranteed overnight delivery by a nationally recognized express
delivery service, written demand that the dispute, specifying in detail its nature, be submitted to arbitration. Within seven business days after the service of such demand, each of the parties shall
appoint an arbitrator and serve written notice by guaranteed overnight delivery by a nationally recognized express delivery service, of such appointment upon the other party. The two arbitrators
appointed shall appoint a third arbitrator. The decision of two arbitrators in writing under oath shall be final and binding upon the parties. The arbitrators shall decide who is to pay the expenses
of the arbitration. If the two arbitrators appointed fail to agree upon a third arbitrator within ten days after their appointment, then an application may be made by either party, upon notice to the
other party, to any court of competent jurisdiction for the appointment of a third arbitrator, and any such appointment shall be binding upon both parties.

17.Governing Law.This Agreement and the rights and obligations of the parties hereto shall be governed by and
construed in accordance with the law of the State of Delaware, without regard to its conflicts of laws provisions. Subject to Section 16, each party hereto hereby (a) agrees that the
Georgia state or superior courts for the county of Forsyth or federal courts of the Northern District of Georgia,

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shall
be acceptable fora or venues for any litigation which may be initiated with respect to this Agreement or to enforce rights granted hereunder and (b) consents to the personal jurisdiction
and venue of such courts for such purposes.

18.Benefit and Assignability.This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns. The rights and obligations of Executive hereunder are personal to him, and are not subject to voluntary or involuntary alienation, transfer, delegation or assignment.

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IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year first above written.

|EXECUTIVE:                                        |  |                                   
|------------------------------------------------- |  | ----------------------------------
|/s/MICHAEL MAVROGORDATOName: Michael Mavrogordato |  |                                   
|FIRST HORIZON PHARMACEUTICAL CORPORATION          |  |                                   
|By:                                               |  | /s/DARRELL BORNEDarrell Borne, CFO

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