Exhibit 10.37

SECOND AMENDMENT AND WAIVER

SECOND AMENDMENT AND WAIVER (this "Amendment") dated as of August 11, 2003 among FIRST HORIZON
PHARMACEUTICAL CORPORATION (the "Borrower"), LASALLE BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and the LENDERS signatory hereto.

WHEREAS,
the Borrower, the Administrative Agent and the Lenders entered into a Credit Agreement dated as February 11, 2003 as amended by a First Amendment thereto dated as of
March 3, 2003 (as amended, the "Credit Agreement"); and

WHEREAS
the Borrower has requested that the Required Lenders amend the Credit Agreement to amend certain covenants and waive certain covenant defaults;

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Definitions.Terms defined in the Credit Agreement and not otherwise defined herein shall have the respective
meanings given to them in the Credit Agreement and terms defined in the introductory paragraphs or other provisions of this Amendment shall have the respective meanings attributed to them therein. In
addition, the following terms shall have the following meanings (terms defined in the singular having a correlative meaning when used in the plural and vice versa):



2.Amendment to Credits Agreement.



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Fiscal Quarter Ending Closest To

AmountDecember 31, 2002 through June 29, 2003

$
27,000,000September 30, 2003

$
3,800,000December 31, 2003

$
2,200,000March 31, 2004

$
17,500,000June 30, 2004

$
24,000,000September 30, 2004

$
26,500,000December 31, 2004 and thereafter

$
32,200,000




3.Waivers to Credit Agreement.The Borrower has advised the Administrative Agent and the Lenders that the
Borrower is not in compliance withSection 9.7(Capital Expenditures) for the period ended June 30, 2003; Section 9.8(Consolidated Interest
Coverage Ratio) for the Test Period ended March 31, 2003; and Section 9.9(Minimum Consolidated EBITDA) for the Test Periods ended March 31, 2003 and June 30, 2003. Subject to the
terms and
conditions of this Amendment, on the Effective Date, the Administrative Agent and the Lenders hereby waive the Borrower's non-compliance with the aforementioned covenants of the Credit
Agreement as specifically described above in thisSection 3. The Administrative Agent's and the Lenders' waiver of non-compliance
with such Sections is limited to the specific instances of failure described above in thisSection 3and shall not be deemed a waiver of or
consent to any other failure to comply with the terms of such Sections or any other provisions of the Credit Documents. Such waiver shall not prejudice any right or remedies which the Administrative
Agent or the Lenders may have or be entitled to with respect to any such other breach of such Sections or any other breach of any provision of the Credit Documents.

4.Bailee Letters.Borrower acknowledges that it has failed to deliver to the Administrative Agent bailee
letters substantially in the form attached asExhibit Ohereto from each of the bailees listed on Schedule Ihereto and identified as missing a
bailee letter. Borrower represents that Schedule Ihereto is a complete list of all bailees holding its or its Subsidiaries (other than International Subsidiaries) Inventory as of the
date hereof. Notwithstanding any prior course of performance or dealing by the Administrative Agent and the Borrower contrary to the Credit Agreement, beginning on October 31, 2003, any
Inventory of the Borrower or its Subsidiaries (other than International

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Subsidiaries)
that is stored with a bailee, warehouseman or similar party and not covered by an acknowledged bailee letter or otherwise meeting the requirements of the definition of Eligible Inventory
in the Credit Agreement shall not be considered Eligible Inventory and shall be excluded from the calculation of the Borrowing Base.

5.Conditions to Effective Date.The occurrence of the Effective Date shall be subject to the satisfaction, on
and as of the Effective Date, of the following conditions precedent:



6.Effective Date Notice.Promptly following the occurrence of the Effective Date, the Administrative Agent
shall give notice to the parties of the occurrence of the Effective Date, which notice shall be conclusive, and the parties may rely thereon; provided, that such notice shall not waive or otherwise
limit any right or remedy of the Administrative Agent or the Lenders arising out of any failure of any condition precedent set forth inSection 5to be satisfied.

7.Ratification.The parties agree that the Credit Agreement and the other Credit Documents have not lapsed or
terminated, are in full force and effect, and are and from and after the Effective Date shall remain binding in accordance with their respective terms, as amended hereby.

8.Representations and Warranties.To induce the Administrative Agent and the Lenders to enter into this
Amendment, the Borrower represents and warrants that:



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9.Certain Usages.From and after the Effective Date, each reference to the Credit Agreement in the agreements,
documents or instruments referred to or provided for in or delivered under the Credit Agreement shall be deemed to refer to the Credit Agreement, as amended hereby.

10.Successors and Assigns.This Amendment shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent, the Lenders and their respective successors and assigns, except that the Borrower may not transfer or assign any of its rights or interest hereunder.

11.Governing Law.This Amendment shall be governed by, and construed and interpreted in accordance with, the
internal laws of the State of Illinois.

12.Counterparts.This Amendment may be executed in any number of counterparts and each party hereto may execute
any one or more of such counterparts, all of which shall constitute one and the same document. Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be as
effective as delivery of a manually executed counterpart of this Amendment.

13.Expenses.Whether or not the Effective Date shall occur, without limiting the obligations of the Borrower
under the Credit Agreement, the Borrower agrees to pay, or to reimburse on demand, all reasonable costs and expenses incurred by the Administrative Agent in connection with the negotiation,
preparation, execution, delivery, modification, amendment or enforcement of this Amendment and the other agreements, documents and instruments referred to herein, including the reasonable fees and
expenses of Gardner Carton & Douglas LLP, special counsel to the Administrative Agent.

[Signature Page Follows.]

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IN
WITNESS WHEREOF, this Amendment has been executed as of the date first above written.

| |  | FIRST HORIZON PHARMACEUTICAL CORPORATION                                  
| |  | --------------------------------------------------------------------------
| |  | By:                                                                       
| |  |                                                                           
| |  | LASALLE BANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent
| |  | By                                                                        
| |  |                                                                           
| |  | LASALLE BANK NATIONAL ASSOCIATION, as a Lender                            
| |  | By:                                                                       
| |  |                                                                           

Accepted
and Agreed for purposes of
its Guaranty:

|FIRST HORIZON SERVICES, LLC | 
|--------------------------- | 
|By:                         | 
|By:                         | 
|                            | 

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