**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K/AAmendment No. 1**

| **(MARK  ONE)**                                                                                                                                                                                                                                               | ** **                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| x                                                                                                                                                                                                                                                             | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
| **For the  fiscal year ended December 31, 2005**                                                                                                                                                                                                         |
| **or**                                                                                                                                                                                                                                                        |
| o                                                                                                                                                                                                                                                             | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| **For the  transition period from                  to                  ** |

 

**CommissionFile No. 000-30123**

**FIRST HORIZON PHARMACEUTICAL CORPORATION**

(Exact name of registrantas specified in its charter)

| **Delaware**                                                     |   | **58-2004779**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |

 

**6195 Shiloh Road,Alpharetta, Georgia 30005**

(Address of principalexecutive offices) (Zip code)

Registrant’s telephonenumber, including area code: **(770) 442-9707**

Securities registeredpursuant to Section 12(b) of the Act:

| **Title of each class** | ** ** | **Name of  each exchange  on which registered** |
|-------------------------|------------|-------------------------------------------------|
| None                    |       | None                                            |

 

Securities registered pursuant to Section 12(g) of the Act: **Common Stock, $0.001 par value**

Indicate by check markwhether the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes x No o

Indicate by check markwhether the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o  No x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes x  No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K. x

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o      Acceleratedfiler x      Non-acceleratedfiler o

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o No x

Common shares of theregistrant outstanding as of February 17, 2006 were 35,107,376. Theaggregate market value, as of June 30, 2005, of common shares held bynon-affiliates of the registrant was approximately $523,564,000 based upon thelast sales price reported that date on the Nasdaq Stock Market of $19.04 pershare. (Aggregate market value estimated solely for the purposes of thisreport. For purposes of this calculation, all executive officers, directors and10% stockholders are classified as affiliates.)

**DOCUMENTS INCORPORATED BYREFERENCE**

None.

 

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**TABLEOF CONTENTS**

| ** ** |   | **PART III       **                                     |   |   |   |
|------------|--------|-------------------------------------------------------------------------------------------------|--------|--------|--------|
| ITEM 10.   |   | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                              |   | 1      |   |
| ITEM 11.   |   | EXECUTIVE COMPENSATION                                                                          |   | 6      |   |
| ITEM 12.   |   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT AND RELATED STOCKHOLDER MATTERS |   | 9      |   |
| ITEM 13.   |   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                  |   | 12     |   |
| ITEM 14.   |   | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                          |   | 12     |   |
| ** ** |   | **PART IV       **                                      |   |   |   |
| ITEM 15.   |   | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                         |   | 13     |   |

 

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**PART III**

**ITEM 10.**         DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

Ourdirectors and executive officers are as follows:

| **Name**                   | ** ** | ** ** | ** ** | **Age**                                                                     | ** ** | **Position** |
|----------------------------|------------|------------|------------|-----------------------------------------------------------------------------|------------|--------------|
| Patrick P. Fourteau        |       | 58         |       | Chief Executive Officer,  President and Director                            |
| Darrell Borne              |       | 44         |       | Executive Vice  President, Chief Financial Officer, Secretary and Treasurer |
| Edward J. Schutter         |       | 54         |       | Executive Vice  President, Chief Commercial Officer                         |
| Larry M. Dillaha           |       | 42         |       | Executive Vice  President, Chief Medical Officer                            |
| Michael Mavrogordato       |       | 54         |       | Executive Vice President  of Global Business Development                    |
| Leslie Zacks               |       | 37         |       | Vice President of Legal  and Administration                                 |
| John N. Kapoor, Ph.D.  (1) |       | 62         |       | Chairman of the Board                                                       |
| Jerry N. Ellis (2)(3)      |       | 68         |       | Director                                                                    |
| Pierre Lapalme (1)(2)(4)   |       | 65         |       | Director                                                                    |
| William J. Robinson(1)     |       | 58         |       | Director                                                                    |
| Jon S. Saxe (2)(3)(4)      |       | 69         |       | Director                                                                    |
| Patrick J. Zenner (3)(4)   |       | 57         |       | Director                                                                    |

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(1)*         *Member of the Mergers and AcquisitionsCommittee.

(2)*         *Member of the Audit Committee.

(3)*         *Member of Nominating and CorporateGovernance Committee.

(4)*         *Member of the Compensation Committee.

The Board of Directors is divided into three classes,with each class holding office for staggered three-year terms. Class A andClass B consist of two directors. Class C consists of three directors.The terms of our Class A Directors, Dr. John N. Kapoor and Jerry N.Ellis, expire in 2006. The terms of Class B Directors, Patrick P.Fourteau and John S. Saxe, expire in 2007 and the terms of the Class CDirectors, Pierre Lapalme, William J. Robinson and Patrick J. Zenner, expire in2008. All executive officers of First Horizon are chosen by the Board ofDirectors and serve at its discretion. There are no family relationships amongFirst Horizon’s officers and directors.

*Jerry N. Ellis*was elected a director in November 2000. Histerm as director will expire at the annual meeting of stockholders to be heldin 2006. Mr. Ellis has over 30 years of auditing and accounting experience.From 1994 to 2000, Mr. Ellis was a consultant to Arthur Andersen LLP forservices focusing on international auditing, audit committee practices,business risk management and training. From 1973 to 1994, he was a partner atArthur Andersen LLP in their Dallas, Madrid and Chicago offices. From 1962 to1973, Mr. Ellis was an auditor at Arthur Andersen LLP. Mr. Ellis is adirector of Akorn, Inc. Mr. Ellis is also an Adjunct Professor ofAdvanced Auditing at the University of Iowa. Mr. Ellis is a CertifiedPublic Accountant and received a B.B.A. and an M.B.A. degree from theUniversity of Iowa.

*John N. Kapoor, Ph.D.* was elected a director in December 1996 and hasserved as the non-executive chairman of the board since May 2003. His termas director will expire at the annual meeting of stockholders to be held in2006. Dr. Kapoor has over 25 years of experience in the healthcare fieldthrough his ownership and management of healthcare-related businesses. In 1990,Dr. Kapoor founded Kapoor-Pharma Investments, L.P., First Horizon’s largeststockholder, and its managing partner, E.J. Financial Enterprises, Inc.,of which he is the president and sole stockholder. E.J. Financial providesgeneral funds and strategic advice to healthcare businesses. Dr. Kapoor isthe Chairman of Optioncare, Inc., Akorn, Inc. 

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*andIntrogen Therapeutics, Inc. Dr. Kapoor is a director of NeoPharm, Inc.and Duska Therapeutics, Inc. Dr. Kapooris the trustee of the John N. Kapoor Trust, dated September 30, 1989,which is a partner in Kapoor-Pharma Investments, L.P. Dr. Kapoor is aChairman of several private companies and a director of several other privatecompanies. Dr. Kapoor received a B.S. degree from Bombay University and aPh.D. degree in Medicinal Chemistry from the State University of New York.*

*Patrick P. Fourteau*was elected a director in May 2004, andhis current term as director will expire at the annual meeting of stockholdersto be held in 2007. He was appointed Chief Executive Officer in November 2003after serving as President and Chief Operating Officer since May 2003.Mr. Fourteau is a seasoned pharmaceutical industry executive having over25 years of industry experience, with particular expertise in executing salesstrategies for pharmaceutical products. Mr. Fourteau most recently servedas President of Ventiv Health Sales from 2002 to 2003. His prior experienceincludes service as President of various divisions of St. Jude Medical from1995 to 2000 and served as an executive with Eli Lilly prior to 1995. He holdsa B.A. and a Masters in Mathematics from UC Berkeley and an M.B.A. from HarvardUniversity.

*Jon S. Saxe* was elected a directorin January 2000, and his current term as director will expire at the annualmeeting of stockholders to be held in 2007. He also serves as a director of PDLBioPharma, Inc. of which he served as President from 1995 to 1999. In addition,he is a director of Questcor Pharmaceuticals Inc. through May 18, 2006, InsiteVision, SciClone Pharmaceuticals, Inc., Durect Corporation, Entelos, Inc.(chairman, which is a UK publicly traded company on the London Stock Exchange)and several private companies. Prior to 1995, Mr. Saxe served as a Principal ofSaxe Associates, the President, Chief Executive Officer and a director ofSynergen, Inc. and various positions including Vice President of Licensing andCorporate Development and Head of the Patent Law Department forHoffmann-LaRoche, Inc.  Mr. Saxe receiveda B.S. Ch.E. degree from Carnegie-Mellon University, a J.D. degree from GeorgeWashington University School of Law and an L.L.M. degree from New YorkUniversity School of Law.

*Pierre Lapalme*was elected a director in April 2000. Histerm as director will expire at the annual meeting of stockholders to be heldin 2008. Mr. Lapalme served as the President and Chief Executive Officerof Ethypharm Inc. (North America), a global drug delivery systems company,from 1991 through July 2003. He is non-executive chairman of the board ofDiagnoCure Inc. He is the chairman of the board of directors of BioMarinPharmaceutical Inc., International Wex Technologies and Bioxel Pharma Inc. andis a former member of the Board of Directors of the National PharmaceuticalCouncil U.S.A. and of the Pharmaceutical Manufacturers Association of Canada(PMAC). From 1979 to 1990, Mr. Lapalme was Chief Executive Officer andPresident of Rhone-Poulenc Canada Inc. and Rhone-Poulenc PharmaceuticalsNorth America. He was appointed Senior Vice President and General ManagerRhone-Poulenc Rorer North America in 1990 and served in that position until1994. Mr. Lapalme attended both the University of Western Ontario andINSEAD France.

*William J. Robinson* was elected a director in April 2005. His termas director will expire at the annual meeting of stockholders to be held in2008. In addition to being a director, Mr. Robinson serves as theExecutive Vice President of Global Operations for the UCB Group. Mr. Robinsonbegan his employment with the UCB Group in April 2005. Prior to beingelected as a director, from 2004 to 2005 Mr. Robinson served as theInterim Vice President of Commercial Organizational Development. From 2000 to2004, Mr. Robinson served as the Vice President of Sales and Marketing(USA) of Eli Lilly and Company (“Eli Lilly”). From 1998 to 2000, Mr. Robinsonserved as Vice President of Lilly Research Labs and team leader of the Prozacproduct team. From 1997 to 1998, Mr. Robinson served as Area Director AsiaPacific region Singapore for Eli Lilly. From 1976 to 1997, Mr. Robinsonserved in various other capacities at Eli Lilly.

*Patrick J. Zenner*waselected a director in May 2002. His term as director will expire at theannual meeting of stockholders to be held in 2008. From 1993 to 2001, Mr. Zennerserved as President and Chief Executive Officer of Hoffmann-LaRoche Inc.and served on its Global Pharmaceutical Executive 

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*Committee.From 1969 to 1993, Mr. Zenner held various positions at Hoffmann-LaRocheincluding sales representative and Vice President and General Manager of RocheLaboratories. He is a director of Dendrite International, PraecisPharmaceuticals Inc., Genron Corporation, Exact Sciences, Inc., WestPharmaceutical Services, Arqule, Inc., CuraGen Corp., and Xoma Ltd.and is also a director of two private companies. Mr. Zenner received aB.S.B.A. from Creighton University and an M.B.A. from Fairleigh DickinsonUniversity.*

*Executive Officers*

*Patrick P. Fourteau*(Biographical information provided above).

*Darrell Borne*was appointed Chief Financial Officer in December 2002and Treasurer and Secretary in January 2003 and made an Executive VicePresident in March 2006. From 2000 to 2002, Mr. Borne worked for ElasticNetworks, Inc., where he most recently served as Chief Financial Officer.Mr. Borne also worked from 1996 to 2000 for Rollins, Inc., where hemost recently served as Vice President of Finance. Mr. Borne haspreviously held financial management positions at Rockdale Hospital, MobilCorporation and Advanced Technology, Inc. Mr. Borne holds a B.A. inAccounting from the University of South Florida and an M.B.A. from MarymountUniversity.

*Edward J. Schutter*was appointed Executive Vice President, ChiefCommercial Officer on April 1, 2006. From 1990 to 2005, Mr. Schutterworked at Solvay Pharmaceuticals, Inc. where he was Vice President, GlobalBusiness Development and Licensing from 2003 to 2005. Prior to that, Mr. Schutterheld various positions within Solvay Pharmaceuticals, Inc. includingDirector, Business Development, from 2001 to 2002, National Sales Director,Primary Care/Cardiovascular from 1999 to 2000, Western Area Sales Director from1997 to 1998, Director, Business Information from 1995 to 1996, Director,Managed Care from 1993 to 1995 and Senior Product Manager, Women’s Health from1991 to 1992. Mr. Schutter holds a B.S. in Pharmacy from Mercer Universityand an M.B.A. from Kennesaw State University.

*Larry M. Dillaha* was appointed Executive Vice President, Chief MedicalOfficer on April 26, 2006. From 2003 until joining the Company,Mr. Dillaha served as the Director, Medical Affairs for Sanofi-Aventis. Mr. Dillahaalso served as the Medical Therapeutic Liaison for Sanofi-Synthelabo from 2002until 2003. From 2000 to 2002, Mr. Dillaha was the Medical Director atBaptist Hospital Outpatient Primary Care Clinics. Mr. Dillaha earned hisM.D. degree from the University of Tennessee. He also holds a B.A. in Biologyfrom the University of Tennessee.

*Michael Mavrogordato*was appointed Executive Vice President ofGlobal Business Development in March 2006. Prior to that Mr. Mavrogordatoserved the Company as Vice President of Business Development and Managed Caresince January 2005. Mr. Mavrogordato had been employed by First Horizonsince June 2003 in a management capacity. Prior to joining First Horizon, Mr. Mavrogordatoserved as Senior Vice President of Business Development at Merck-Medco from2000 to 2003. Mr. Mavrogordato also served as Senior Vice President ofBusiness Development at PCS Health Systems from 1995 to 2000. Before enteringinto the managed care industry, Mr. Mavrogordato worked at Eli Lilly for17 years in several domestic and international managerial functions. His lastposition was Corporate Treasurer of Eli Lilly. He holds a B.A. in History andEconomics from Lake Forest College and an M.B.A. from the University ofChicago.

*Leslie Zacks*was appointed the Vice President of Legal andAdministration in December 2004, becoming effective in January 2005.Mr. Zacks has been an attorney in Atlanta, Georgia since 1994. From2002 to 2004, Mr. Zacks worked at Hunton & Williams LLPwhere he was a partner in the Intellectual Property Litigation department.Mr. Zacks is a registered patent attorney who haslitigated commercial and intellectual property disputes since 2000.  Mr. Zacks has held associate positionsfrom 2000 to 2002 at Powell, Goldstein, Frazer & Murphy LLP and from1994 to 2000 at Webb, Carlock, Copeland, Semler and Stair, P.C. Mr. Zacks holdsa J.D. and a B.A. in English from the University of Florida.

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CERTAIN LEGAL PROCEEDINGS

First Horizon, along with certain former and currentofficers and directors, aredefendants in a consolidated securities lawsuit initiated on August 22,2002 in the United States District Court for the Northern District of Georgia. Plaintiffsin the class action alleged in general terms that First Horizon violated Sections 11 and 12(a) of theSecurities Act of 1933 and Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934 and Rule 10b-5 promulgated thereunder. In anamended complaint, Plaintiffs claimthat First Horizon issued aseries of materially false and misleading statements to the market inconnection with First Horizon’spublic offering on April 24, 2002 and thereafter relating to alleged “channel stuffing” activities. The amended compliant also alleged controllingperson liability on behalf of certain officers of First Horizon under Section 15 of the Securities Act of1933 and Section 20 of the Securities Exchange Act of 1934. Plaintiffs seek an unspecified amount ofcompensatory damages to be proven at trial.

On September 29, 2004, the U.S. District Courtfor the Northern District of Georgia dismissed, without prejudice, the classaction lawsuit. Although the class action lawsuit was dismissed, the courtgranted the plaintiffs the opportunity to amend their complaint provided thatthe plaintiffs pay all of the defendants’ fees and costs associated with filingthe motions to dismiss the lawsuit. Plaintiffs did not file a second amendedcomplaint as permitted, but instead filed a motion asking the District Court toreconsider its September 29, 2004 order and lift the condition that theymust pay defendants’ fees and costs before further amendment. On June 22,2005, the District Court denied plaintiffs’ motion and gave them anotheropportunity to amend if they pay defendants’ fees and costs. Plaintiffs chosenot to file a second amended complaint. Instead, plaintiffs filed an appeal tothe United States Court of Appeals for the Eleventh Circuit. This appealcurrently is pending. Although the outcome of this proceeding is not certain, an adverse judgment against us in thislitigation could have a material adverse effect on our results of operationsand liquidity.

AUDIT COMMITTEE

The Board of Directors maintains an Audit Committeethat is responsible for: (i) serving as an independent and objective partyto review the financial statements and management’s discussion and analysis offinancial condition and results of operations contained in First Horizon’sAnnual Reports on Form 10-K and Quarterly Reports on Form 10-Q,(ii) reviewing and appraising the audit efforts of First Horizon’sindependent public auditors, (iii) providing an open avenue ofcommunication among the independent public auditors, financial and seniormanagement and the Board of Directors, (iv) pre-approving all audit andpermissible non-audit services to be performed for First Horizon by itsindependent registered public accountants, and (v) the appointing,compensating, overseeing and, if applicable, replacing the independent publicauditors which audit First Horizon’s financial statements. The current membersof the Audit Committee are Jon S. Saxe, Jerry N. Ellis and Pierre Lapalme.

During 2005, the Audit Committee held seven meetingsand also took action by written consent. First Horizon’s Board of Directors hasdetermined that the members of our Audit Committee are independent as definedin Rules 4200(a)(15) and 4350(c) of the NASD Listing Standards forNasdaq-listed companies and have the knowledge and experience required by Rule 4350(d).The Board of Directors has also determined that Jerry N. Ellis is an auditcommittee financial expert, as defined by the regulations promulgated by theSEC.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE

Section 16(a) of the Exchange Act requiresFirst Horizon’s executive officers, directors and 10% stockholders to filereports regarding their initial ownership of First Horizon’s common stock andchanges in ownership with the SEC and the Nasdaq Stock Market. Executiveofficers, directors and 10% stockholders are required by SEC regulations tofurnish First Horizon with copies of all Forms 3, 4 and 5 and any amendmentsthereto filed with the SEC or a written representation that the person is notrequired 

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to file a Form 5. Basedsolely on its review of copies of such documents, First Horizon believes thatwith respect to 2005, all Section 16(a) filing requirementsapplicable to its executive officers, directors and greater than 10% beneficialowners were complied with.

CODES OF ETHICS

First Horizon has adopted a Code of Ethics for itsChief Executive Officer and senior financial officers. First Horizon has alsoadopted a Code of Business Conduct and Ethics for all directors, officers andemployees. Copies of each of these codes may be found at the following website,www.fhrx.com. You will find the codes by clicking “Investor Relations” and then“Corporate Governance.”  First Horizonintends to satisfy the disclosure requirement under Item 10 of Form 8 K byposting such information on its website. The information set forth on thiswebsite should not be deemed filed with, and is not incorporated by referenceinto, this proxy statement or any of First Horizon’s other filings under theSecurities Act or the Exchange Act, except to the extent that First Horizonspecifically so provides.

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**ITEM 11.**         EXECUTIVECOMPENSATION

EXECUTIVE COMPENSATION

Thefollowing table provides certain summary information concerning compensationpaid by First Horizon to (i) the individual serving as Chief ExecutiveOfficer during the year ended December 31, 2005 and (ii) the otherfour most highly compensated individuals serving as executive officers at theend of the year ending on December 31, 2005 (the “Named Executive Officers”).

|                                                | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Long-Term  Compensation** | ** ** | ** **                     | ** ** |
|------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|-----------------------------|------------|--------------------------------|------------|
| **Name and Principal Position** | ** ** | ** ** | ** ** | **Year**   | ** ** | **Salary** | ** ** | **Bonus**                   | ** ** | **Restricted  Shares  Awards** | ** ** | **Shares  Underlying  Options  Awards** | ** ** | **All Other  Compensation** | ** ** |
| Patrick P. Fourteau                            |       | 2005       |       | $          | 285,000    |       | $          | 273,743                     |       | $                              | 2,886,000  |   |   | — |   |   |   | $ | 43,298 | (1) |   |
| Chief Executive Officer                        |       | 2004       |       | $          | 225,000    |       | $          | 150,750                     |       | $                              | —     |   |   | 100,000 |   |   |   | $ | 41,152 | (1) |   |
| and President                                  |       | 2003       |       | $          | 130,625    |       | $          | 70,000                      |       | $                              | —     |   |   | 710,000 |   |   |   | $ | 15,024 | (1) |   |
| Darrell Borne                                  |       | 2005       |       | $          | 200,000    |       | $          | 135,600                     |       | $                              | 2,164,500  |   |   | — |   |   |   | $ | 12,978 | (2) |   |
| Executive Vice President,                      |       | 2004       |       | $          | 160,000    |       | $          | 107,200                     |       | $                              | —     |   |   | 50,000 |   |   |   | $ | 11,565 | (2) |   |
| Chief Financial Officer,                       |       | 2003       |       | $          | 144,125    |       | $          | 52,150                      |       | $                              | —     |   |   | 207,500 |   |   |   | $ | 13,494 | (2) |   |
| Secretary and Treasurer                        |       |       |       |       |       |       |       |                        |       |                           |       |   |   |   |   |   |   |
| Michael Mavrogordato                           |       | 2005       |       | $          | 150,000    |       | $          | 75,000                      |       | $                              | 577,200    |   |   | — |   |   |   | $ | 41,631 | (3) |   |
| Executive Vice President of Global             |       | 2004       |       | $          | 131,250    |       | $          | 30,000                      |       | $                              | —     |   |   | 55,000 |   |   |   | $ | 26,803 | (3) |   |
| Business Development                           |       | 2003       |       | $          | —     |       | $          | —                      |       | $                              | —     |   |   | — |   |   |   | $ | — |   |   |
| Leslie Zacks                                   |       | 2005       |       | $          | 180,684    |       | $          | 90,000                      |       | $                              | 360,750    |   |   | 50,000 |   |   |   | $ | 17,360 | (4) |   |
| Vice President of Legal                        |       | 2004       |       | $          | —     |       | $          | —                      |       | $                              | —     |   |   | — |   |   |   | $ | — |   |   |
| and Administration                             |       | 2003       |       | $          | —     |       | $          | —                      |       | $                              | —     |   |   | — |   |   |   | $ | — |   |   |
| Sam F. Gibbons                                 |       | 2005       |       | $          | 180,000    |       | $          | 90,000                      |       | $                              | 360,750    |   |   | — |   |   |   | $ | 9,845 | (5) |   |
| Vice President of Sales                        |       | 2004       |       | $          | 25,227     |       | $          | —                      |       | $                              | —     |   |   | 80,000 |   |   |   | $ | 5,101 | (5) |   |
|                                                |       | 2003       |       | $          | —     |       | $          | —                      |       | $                              | —     |   |   | — |   |   |   | $ | — |   |   |
|                                                |            |            |            |            |            |            |            |                             |            |                                |            |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)          Represents$4,790, $5,116 and $4,987 contributed under First Horizon’s 401(k) plan in2003, 2004 and 2005, respectively, $375, $255 and $376 for group term lifeinsurance in 2003, 2004 and 2005, respectively, $2,354, $6,256 and $9,114 forgroup health insurance in 2003, 2004 and 2005, respectively, and $399, $828 and$1,830 for short term disability insurance in 2003, 2004 and 2005, respectively.In addition, $7,106 for consultant fees for services rendered prior to becomingan employee in 2003 as well as $28,697 and $26,991 in commuting expenses in2004 and 2005, respectively, for travel between his home and the home office.

(2)          Represents$5,861, $4,226 and $2,310 contributed under First Horizon’s 401(k) plan in2003, 2004 and 2005, respectively, $345, $255 and $264 for group term lifeinsurance in 2003, 2004 and 2005, respectively, $4,037, $6,256 and $9,114 forgroup health insurance in 2003, 2004 and 2005, respectively, and $684, $828 and$1,290 for short term disability insurance in 2003,  2004 and 2005, respectively. In addition,$2,567 for a company car in 2003.

(3)          Represents$6,998 contributed under First Horizon’s 401(k) plan in 2005, $102 and$198 for group term life insurance in 2004 and 2005, respectively, and $756 forshort term disability insurance in 2005. In addition, $26,701 and $33,679 incommuting expenses in 2004 and 2005, respectively, for travel between his homeand the home office.

(4)          Represents $7,255contributed under First Horizon’s 401(k) plan in 2005, $232 for group termlife insurance in 2005, $9,114 for group health insurance in 2005, and $759 forshort term disability insurance in 2005.

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(5)          Represents $8,250contributed under First Horizon’s 401(k) plan in 2005, $32 and $239 forgroup term life insurance in 2004 and 2005, respectively,  $600 for group health insurance in 2005, $69and $756 for short term disability insurance in 2004 and 2005, respectively,and a $5,000 signing bonus in 2004.

**Stock Option Grants**

The following tables show for the year ended December 31,2005, information regarding options granted to, exercised by, and held at yearend by the Named Executive Officers.

Amounts reported in thepotential realizable value column below are hypothetical values that may berealized upon exercise of the options immediately prior to the expiration oftheir term, calculated by assumingthat the underlying stock price on the date of grant appreciates at theindicated annual rate compounded annually for the entire term of the option (7 years**)**. The 5% and 10% assumed rates of appreciation are mandatedby the rules of the SEC and do not represent our estimate or projection ofthe future common stock price.

**OptionGrants in Fiscal Year 2005**

| ** **   | ** ** | **Individual Grants** | ** ** | **Potential Realizable  Value at Assumed  Annual Rates of  Stock Price Appreciation  for Option Term** | ** ** |
|--------------|------------|----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Name**     | ** ** | ** **                 | ** ** | **Number  of Securities  Underlying   Options  Granted**                                                                                  | ** ** | **Percentage of  Total Options  Granted To  Employees In  Fiscal Year (1)** | ** ** | **Exercise Price  Per Share** | ** ** | **Expiration  Date** | ** ** | **5%** | ** ** | **10%** | ** ** |
| Leslie Zacks |       |                       | 25,000     |                                                                                                                                                |       |   | 6.9 | % |   |   | $ | 21.82 | (2) |   |   | 1/3/2012 |   |   | $ | 222,074 |   | $ | 517,525 |   |
|         |       |                       | 25,000     |                                                                                                                                                |       |   | 6.9 | % |   |   | $ | 21.82 | (3) |   |   | 1/3/2012 |   |   | $ | 222,074 |   | $ | 517,525 |   |
|              |            |                            |            |                                                                                                                                                     |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)          In 2005, options topurchase a total of 361,500shares of common stock were granted.

(2)          The stock option vestsin 25% increments beginning on the first anniversary of the grant and on eachanniversary thereafter.

(3)          The stock options vest onthe fifth anniversary of the date of the grant, subject to early vesting basedon First Horizon meeting certain performance based metrics.

The following table setsforth information concerning the exercise of options during 2005 by each ofFirst Horizon’s Named Executive Officers and the number and value ofunexercised options held by each of First Horizon’s Named Executive Officers onDecember 31, 2005. The fair market value of First Horizon’s common stockis based on a price of $17.40per share which was the average of the high and low sale price on December 30,2005 as reported on the Nasdaq National Market.

**AggregatedOption Exercises in Fiscal 2005 and Year-End Option Values**

| ** **            | ** ** | **Shares Acquired ** | ** ** | ** **             | ** ** | **Number of Shares  Underlying Unexercised  Options at Year Ended  December 31, 2005** | ** ** | **Value of Unexercised  in-the-Money Options  at Year Ended  December 31, 2005** | ** ** |
|-----------------------|------------|--------------------------------|------------|------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|
| **Name**              | ** ** | ** **                     | ** ** | **Upon Exercise** | ** ** | **Realized Value**                                                                                                        | ** ** | **Exercisable**                                                                                                     | ** ** | **Unexercisable** | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| Patrick P.  Fourteau  |       |                           | —     |                   |       |                                                                                                                           | $          | —                                                                                                              |       |   |   | 405,000 |   |   |   | 205,000 |   |   | $ | 2,334,288 |   |   | $ | 2,255,925 |   |   |
| Darrell Borne         |       |                           | —     |                   |       |                                                                                                                           | $          | —                                                                                                              |       |   |   | 93,750 |   |   |   | 53,750 |   |   | $ | 494,488 |   |   | $ | 714,338 |   |   |
| Michael  Mavrogordato |       |                           | —     |                   |       |                                                                                                                           | $          | —                                                                                                              |       |   |   | 43,750 |   |   |   | 11,250 |   |   | $ | 15,094 |   |   | $ | 45,281 |   |   |
| Leslie Zacks          |       |                           | —     |                   |       |                                                                                                                           | $          | —                                                                                                              |       |   |   | 25,000 |   |   |   | 25,000 |   |   | $ | — |   |   | $ | — |   |   |
| Sam F. Gibbons        |       |                           | —     |                   |       |                                                                                                                           | $          | —                                                                                                              |       |   |   | 42,500 |   |   |   | 37,500 |   |   | $ | — |   |   | $ | — |   |   |
|                       |            |                                |            |                        |            |                                                                                                                                |            |                                                                                                                     |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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EXECUTIVE OFFICERS’ EMPLOYMENT AGREEMENTS

On February 12, 2003, First Horizon entered intoan employment agreement with Darrell Borne, as amended and restated on June 12,2003, September 17, 2003, and January 24, 2006 under which Mr. Borneis serving as Executive Vice President, Chief Financial Officer, Secretary andTreasurer. On May 16, 2003, First Horizon entered into an employmentagreement with Patrick P. Fourteau, as amended and restated on September 17,2003, and January 24, 2006, under which Mr. Fourteau is serving asPresident and Chief Executive Officer. On October 16, 2004, First Horizon entered into an employmentagreement with Sam F. Gibbons under which Mr. Gibbons is serving as VicePresident of Sales.  On October 27,****2004, First Horizon entered into an employmentagreement with Michael Mavrogordato under which Mr. Mavrogordato isserving as Executive Vice President of Global Business Development. On December 30,****2004, First Horizon entered into an employmentagreement with Leslie Zacks under which Mr. Zacks is serving as VicePresident of Legal and Administration.

Each of the above employment agreements may beterminated by First Horizon with or without cause. The officers may terminateemployment upon 60 days’ written notice to First Horizon. Upon termination of Messrs. Fourteauand Borne without cause, as defined in the employment agreements, or upondeath, each officer or his estate will be entitled to receive his salary fortwelve months following termination, a lump sum equal to 100% of the bonus hereceived the preceding calendar year, if any, continued health insurance coverage substantially equivalent tothat provided to him prior to termination for a period of twelve monthsfollowing termination, and all of his unvested options will immediately vestand become exercisable. If Messrs. Mavrogordato, Gibbons or Zacks are terminated without cause,as defined in their employment agreements, or upon their death, each officeror, in the event of his death, his estate, will be entitled to receive theofficer’s salary for six months following termination, a lump sum equal to 50%of the bonus that the officer received in the preceding calendar year, if any, continued health insurance coveragesubstantially equivalent to that provided to him prior to termination for aperiod of six months following termination, and all of the officer’s unvestedoptions will immediately vest and become exercisable, however, in the case ofMr. Mavrogordato only those unvested options issued afterOctober 24, 2004 shall so vest.

Upon termination by First Horizon for cause ortermination by the officer, each officer or his estate will be entitled toreceive all accrued but unpaid salary as of the date of termination.

The employment agreements provided for the followingminimum annual base salaries in 2005: $285,000 for Mr. Fourteau, $200,000for Mr. Borne, $150,000 for Mr. Mavrogordato, $180,000 forMr. Zacks and $180,000 for Mr. Gibbons. These employment agreementsentitle each officer to receive a bonus based upon criteria determined by theCompensation Committee. The Board of Directors retains the right to awardadditional compensation to each officer based on the officer’s contributions toFirst Horizon.

The agreements provide that in the event oftermination within one year following a change of control, as defined in theagreements, all options and shares of restricted stock become fully vested forMessrs. Fourteau, Borne, Gibbons, Mavrogordato and Zacks. In the case ofMessrs. Fourteau and Borne the employment agreements restrict each officer fromdirectly or indirectly performing services for a competing businesssubstantially similar to those he performs for First Horizon during thatofficer’s employment with First Horizon and for twelve months followingtermination of employment. A business is a competing business if it is engagedin the development, marketing or sale of prescription drug products, includinggeneric and non-generic drug products, which are competitive with(1) those products being marketed by First Horizon at the time of theexecutive’s termination; or (2) those products that the executive wasaware were under development by First Horizon and expected to be marketedwithin two years of the executive’s termination.

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The employment agreements also restrict each officerfrom soliciting First Horizon’s current suppliers, customers or clients withwhom the executive dealt, or with whom anyone in the executive’s direct chainof command dealt, on behalf of First Horizon within the year preceding theexecutive’s termination of employment, for the purpose of purchasing drugproducts (or ingredients of drug products) or selling or marketing drugproducts, including generic and nongeneric drug products, which are competitivewith (1) those products being marketed by First Horizon at the time of theexecutive’s termination; or (2) those products that the executive wasaware were under development by First Horizon and expected to be marketedwithin two years of the executive’s termination. These employment agreementsincorporate a document which prohibits each officer from disclosing any ofFirst Horizon’s trade secrets, confidential information or ideas that theofficer may have acquired or developed relating to First Horizon’s business forfive years following termination of employment.

DIRECTOR COMPENSATION

First Horizon reimburseseach member of the Board of Directors for out-of-pocket expenses incurred inconnection with attending meetings of the Board of Directors. In 2006, eachdirector who is not an employee will receive a fee of $30,000 per year, $1,500for each meeting of the Board of Directors attended and $750 for participationon each telephonic conference of the Board of Directors. The Chairman of theAudit Committee, the Compensation Committee, the Nominating and CorporateGovernance Committee and the Mergers and Acquisitions Committee will eachreceive a chairmanship fee of $5,000 per year, the Chairman of the Board ofDirectors will receive a chairmanship fee of $10,000 per year and the AuditCommittee Financial Expert will receive a fee of $5,000 per year. Each directorwho is not an employee and not affiliated with a greater than 10% stockholder,namely each director other than Dr. Kapoor and Mr. Fourteau, receivesoptions to purchase 5,000 shares of First Horizon’s common stock and 2,500shares of restricted common stock upon election to the Board of Directors andat each subsequent annual meetings of stockholders.

**ITEM 12.**         SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT

The following table sets forth certain informationregarding the beneficial ownership of First Horizon’s common stock as of April 21,2006 by all persons known by First Horizon to own beneficially more than fivepercent (5%) of the common stock of First Horizon, each director, each of thepersons named as a Named Executive Officer in the Summary Compensation Table inthis Proxy Statement, and all directors and executive officers as a group.

Unless otherwise indicated, each person or entitynamed in the table has sole voting power and investment power, or shares votingand/or investment power with his or her spouse, with respect to all shares ofcommon stock listed as owned by that person or entity. Except as otherwisenoted below, the address of each person listed below is First Horizon’saddress.

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Thenumber of shares beneficially owned by each stockholder is determined under rules promulgatedby the SEC. The information is not necessarily indicative of beneficialownership for any other purpose. Under these rules, beneficial ownershipincludes any shares as to which the individual has sole or shared voting poweror investment power and any shares as to which the individual has the right toacquire beneficial ownership within 60 days of April 21, 2006****through the exercise of any stock option,warrant or other right. The inclusion in the following table of those shares,however, does not constitute an admission that the named stockholder is adirect or indirect beneficial owner of those shares.

| Title of Class | ** ** | ** **                                             | ** ** | **Name and Address of Beneficial Owner** | ** ** | **Amount and  Nature of Shares  Beneficially Owned** | ** ** | **Percent  of Class** | ** ** |
|--------------------------|------------|--------------------------------------------------------|------------|-------------------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|----------------------------|------------|
| Common Stock             |       | John N. Kapoor                                         |       |                                                              | 5,406,374  |                                                                     |       |                       | 15.0       | % |   |
|                          |       | 225 E. Deerpath, Suite 250  Lake Forest, IL 60045 |       |                                                              |       |                                                                     |       |                       |       |   |   |
| Common Stock             |       | The Vanguard Group, Inc.                          |       |                                                              | 2,076,493  |                                                                     |       |                       | 5.7        | % |   |
|                     |       | 100 Vanguard Blvd.  Malvern, PA 19355                  |       |                                                              |       |                                                                     |       |                       |       |   |   |
| Common Stock             |       | JPMorgan Chase & Co.                          |       |                                                              | 2,228,000  |                                                                     |       |                       | 6.2        | % |   |
|                          |       | 270 Park Ave.  New York, NY 10017                      |       |                                                              |       |                                                                     |       |                       |       |   |   |
| Common Stock             |       | Delaware Management Holdings                           |       |                                                              | 2,642,393  |                                                                     |       |                       | 7.3        | % |   |
|                     |       | 2005 Market Street  Philadelphia, PA 19103             |       |                                                              |       |                                                                     |       |                       |       |   |   |
| Common Stock             |       | Lazard Asset Management LLC                            |       |                                                              | 1,966,800  |                                                                     |       |                       | 5.4        | % |   |
|                          |       | 30 Rockefeller Plaza  New York, NY 10112               |       |                                                              |       |                                                                     |       |                       |       |   |   |
| Common Stock             |       | Kornitzer Capital  Management, Inc.               |       |                                                              | 2,303,150  |                                                                     |       |                       | 6.4        | % |   |
|                     |       | 5420 West 61st  Place  Shawnee Mission, KS 66205       |       |                                                              |       |                                                                     |       |                       |       |   |   |

 

The following table sets forth information withrespect to all persons who are known to First Horizon to be the beneficialowner of more than five percent of the outstanding Common Stock as of April 21,2006.

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Thefollowing table sets forth the shares of Common Stock beneficially owned as of April 21,2006 by the Corporation’s directors and nominees, its Named Executive Officers andits directors and executive officers as a group. Except as otherwise noted,such persons have sole investment and voting power over the shares. 

| **Title of Class** | ** ** | ** **                                                                  | ** ** | **Name of Beneficial Owner** | ** ** | **Amount & Nature  of Shares  Beneficially Owned** | ** ** | **Percent  of Class** | ** ** |
|------------------------------|------------|-----------------------------------------------------------------------------|------------|---------------------------------------------|------------|----------------------------------------------------------------------------|------------|----------------------------|------------|
| **Common Stock**             |       |                                                                        |       |                                        |       |                                                                       |       |                       |       |   |   |
| ** **                   |       | John N. Kapoor,  Ph.D. (1)                                                  |       |                                        | 5,406,374  |                                                                       |       |                       | 15.0       | % |   |
|                         |       | Jerry N. Ellis  (2)                                                         |       |                                        | 26,875     |                                                                       |       |                       | *          |   |   |
|                         |       | Pierre Lapalme  (3)                                                         |       |                                        | 28,100     |                                                                       |       |                       | *          |   |   |
|                         |       | William J.  Robinson (4)                                                    |       |                                        | 11,875     |                                                                       |       |                       | *          |   |   |
|                         |       | Jon S. Saxe (5)                                                             |       |                                        | 41,875     |                                                                       |       |                       | *          |   |   |
|                         |       | Patrick J. Zenner  (6)                                                      |       |                                        | 46,925     |                                                                       |       |                       | *          |   |   |
|                         |       | Patrick P.  Fourteau (7)                                                    |       |                                        | 585,715    |                                                                       |       |                       | 1.6        | % |   |
|                         |       | Darrell Borne (8)                                                           |       |                                        | 101,516    |                                                                       |       |                       | *          |   |   |
|                         |       | Michael  Mavrogordato (9)                                                   |       |                                        | 49,750     |                                                                       |       |                       | *          |   |   |
|                         |       | Leslie Zacks (10)                                                           |       |                                        | 31,501     |                                                                       |       |                       | *          |   |   |
|                         |       | Sam F. Gibbons  (11)                                                        |       |                                        | 42,750     |                                                                       |       |                       | *          |   |   |
|                         |       | All current directors  and executive officers as a group  (13 persons) |       |                                        | 6,373,256  |                                                                       |       |                       | 17.6       | % |   |

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*                    Representsless than one percent ownership.

(1)          Includes 4,386,942shares of common stock owned by Kapoor-Pharma Investments, L.P., of which Dr. Kapoor,the Chairman of the Board, is the president and sole stockholder of itsmanaging general partner. Also included are 819,432 shares of common stockowned by the John N. Kapoor Trust dated September 20, 1998, of which Dr. Kapooris the sole trustee and sole beneficiary and 200,000 shares of common stockowned by a family member trust of which Dr. Kapoor is the trustee. In suchcapacities, Dr. Kapoor has the authority to vote and dispose of the sharesowned by Kapoor-Pharma Investments, the John N. Kapoor Trust and the familymember trust and is therefore deemed the beneficial owner of those shares.

(2)          Includes 26,250 shares of common stock issuable uponexercise of stock options exercisable within 60 days.

(3)          Includes 27,250 sharesof common stock issuable upon exercise of stock options exercisable within60 days.

(4)          Includes 11,250 sharesof common stock issuable upon exercise of stock options exercisable within60 days.

(5)          Includes 35,250 sharesof common stock issuable upon exercise of stock options exercisable within60 days.

(6)          Includes 33,800 sharesof common stock issuable upon exercise of stock options exercisable within60 days.

(7)          Includes 457,500 sharesof common stock issuable upon exercise of stock options exercisable within60 days.

(8)          Includes 95,625 sharesof common stock issuable upon exercise of stock options exercisable within 60 days.

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(9)          Includes 47,500 sharesof common stock issuable upon exercise of stock options exercisable within 60 days.

(10) Includes31,250 shares of common stock issuable upon exercise of stock optionsexercisable within 60 days.

(11)   Includes42,500 shares of common stock issuable upon exercise of stock optionsexercisable within 60 days.

**ITEM 13.**         CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

None.

**ITEM 14.**         PRINCIPALACCOUNTING FEES AND SERVICES

AUDIT AND NON-AUDIT FEES

Thefollowing table shows the aggregate fees billed to the Company for professionalservices by BDO Seidman, LLP for fiscal year 2005 and Deloitte &Touche LLP for fiscal year 2004:

| ** **          | ** ** | **2005** | ** ** | **2004** | ** ** |
|---------------------|------------|----------|------------|----------|------------|
| Audit Fees          |       | $        | 461,431    |     | $          | 922,705 |   |
| Audit Related  Fees |       | $        | —     |     | $          | — |   |
| Tax Fees            |       | $        | —     |     | $          | — |   |
| All Other Fees      |       | $        | —     |     | $          | — |   |
| Total Fees          |       | $        | 461,431    |     | $          | 922,705 |   |

 

Audit fees include the aggregate fees billed forprofessional services rendered for the audits of the Corporation’s consolidatedfinancial statements for fiscal years 2005 and 2004, for the reviews of thefinancial statements included in the Corporation’s quarterly reports onForm 10-Q during fiscal years 2005 and 2004, and for services that arenormally provided by the independent registered public accounting firm inconnection with statutory and regulatory filings or engagements for therelevant fiscal years. The principal accountants did not employ an additionalaccounting firm to assist in the completion of the audit for the most recentfiscal year.

Audit Related Fees include fees associated withassurance and related services that are reasonably related to the performanceof the audit or review of First Horizon’s financial statements. This categoryincludes fees related to consultations regarding generally accepted accountingprinciples, reviews and evaluations of the impact of new regulatorypronouncements, general assistance with implementation of the new SEC andSarbanes-Oxley Act of 2002 requirements and audit services not required bystatute or regulation. Audit related fees also include the review ofinformation systems and general internal controls unrelated to the audit of thefinancial statements.

Tax Fees primarily include fees associated with taxaudits, tax compliance, tax consulting, as well as domestic and internationaltax planning. This category also includes other services related to taxdisclosure and filing requirements.

All Other Fees primarily include fees associated withproducts and services provided by the principal accountant, other than thosethat are included in “Audit Fees,” “Audit Related Fees” and “Tax Fees.”

The Audit Committee has considered whether theprovision of services described above under “Audit Related Fees,” “Tax Fees,”and “All Other Fees” is compatible with maintaining the independence of BDO Seidman,LLP, and has concluded that it is so compatible.

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PRE-APPROVAL POLICY

The Audit Committee hasadopted procedures for pre-approving all audit and non-audit services providedby the independent auditor. All Audit Fees, Audit Related Fees, Tax Fees andAll Other Fees incurred by First Horizon in 2005 were approved by the AuditCommittee in accordance with the foregoing pre-approval process. Theseprocedures include reviewing a detailed budget for audit and permittednon-audit services. The budget includes a description and scope of, and abudgeted amount for, the particular categories of services that are anticipatedat the time the budget is submitted. Audit Committee approval is required toexceed the budget amount for a particular category of service and to engage theindependent auditor for, or expand the scope of, any service not specificallyincluded in the budget. In approving the budget, the Audit Committee considerswhether such services are consistent with the SEC’s rules on auditorindependence. The Audit Committee also considers whether the independentauditor is best positioned to provide the most effective and efficient service,for reasons such as its familiarity with First Horizon’s business, people,culture, accounting systems, risk profile, and whether the services enhanceFirst Horizon’s ability to manage or control risks and improve audit quality. TheAudit Committee may delegate pre-approval authority to one or more members ofthe Audit Committee. The Audit Committee periodically monitors the servicesrendered and actual fees paid to the independent registered public accountingfirm to ensure that such services are within the parameters approved by theAudit Committee.

**PART IV**

**ITEM 15.**         EXHIBITS,FINANCIAL STATEMENT SCHEDULES

(a)           Documentsfiled as a part of this report:
|       | Exhibit   Number | ** ** | ** ** | ** **                                                                    | ** ** | **Description** |
|-------|------------------|------------|------------|-------------------------------------------------------------------------------|------------|-----------------|
| 31.1* |             | —     |       | Certification of  Chief Executive Officer and President                       |
| 31.2* |             | —     |       | Certification of  Chief Financial Officer                                     |
| 32.1* |             | —     |       | Certification  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* |             | —     |       | Certification pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 |

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*                    Filedherewith.

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**SIGNATURES**

Pursuantto the requirements Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.
|                  | ** ** | **FIRST HORIZON PHARMACEUTICAL CORPORATION** |
|------------------|------------|----------------------------------------------|
| May 1, 2006 |       | By:                                          |   | /s/  PATRICK P. FOURTEAU |
|             |       |                                         |   | Patrick P.  Fourteau*Chief Executive Officer and President* |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and the dates indicated:

| /s/ PATRICK P. FOURTEAU      |   | Director, Chief Executive Officer and                                                    |   | May 1, 2006 |
|------------------------------|--------|------------------------------------------------------------------------------------------|--------|------------------|
| Patrick P.  Fourteau         |   | President (principal executive officer)                                                  |   |             |
| /s/  DARRELL BORNE           |   | Executive Vice  President, Chief                                                         |   | May 1, 2006 |
| Darrell Borne                |   | Financial Officer, Treasurer and Secretary  (principal financial and accounting officer) |   |             |
| /s/  DR. JOHN N. KAPOOR |   | Chairman of the Board                                                                    |   | May 1, 2006 |
| Dr. John N.  Kapoor     |   |                                                                                     |   |             |
| /s/  JON S. SAXE             |   | Director                                                                                 |   | May 1, 2006 |
| Jon S. Saxe                  |   |                                                                                     |   |             |
| /s/  PIERRE LAPALME          |   | Director                                                                                 |   | May 1, 2006 |
| Pierre Lapalme               |   |                                                                                     |   |             |
| /s/  JERRY N. ELLIS          |   | Director                                                                                 |   | May 1, 2006 |
| Jerry N. Ellis               |   |                                                                                     |   |             |
| /s/  PATRICK J. ZENNER       |   | Director                                                                                 |   | May 1, 2006 |
| Patrick J. Zenner            |   |                                                                                     |   |             |
| /s/  WILLIAM J. ROBINSON     |   | Director                                                                                 |   | May 1, 2006 |
| William J.  Robinson         |   |                                                                                     |   |             |

 

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