LICENSE AGREEMENT
between
VANDERBILT UNIVERSITY
and
CUMBERLAND PHARMACEUTICALS INC.

THIS AGREEMENT, by and between VANDERBILT UNIVERSITY, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (VANDERBILT), and Cumberland Pharmaceuticals Inc., a Tennessee corporation, having a principal place of business at Nashville, Tennessee (the LICENSEE) is effective as of the 28^TH day of May , 1999 (the EFFECTIVE DATE).

RECITALS

WHEREAS, VANDERBILT represents that it holds title, by assignment, to the data, including patient records, created by Gordon R. Bernard, M.D., Professor of Medicine (the Data) relating to intravenously administered ibuprofen for treatment of sepsis and that it has all rights to the Data and VANDERBILT is willing to grant a license to the Data and any intellectual property rights associated therewith; and

WHEREAS, LICENSEE desires to acquire, and VANDERBILT desires to grant to LICENSEE, an exclusive, worldwide license to use the Data in connection with the development and production of the Product, as hereinafter defined, for which LICENSEE intends to seek necessary approvals from regulatory governmental agencies in order to market and sell such products upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed by the parties as follows:

1. DEFINITIONS

1.1 Product(s) shall mean a pharmaceutical product, consisting, in whole or part, of intravenously administered ibuprofen manufactured by or for LICENSEE based on the Data and approved by a regulatory agency for sale or other distribution in the country in which the agency has regulatory authority.

1.2 Net Sales. The term Net Sales shall mean the receipts for Products sold by LICENSEE or a sublicense during the term of this Agreement, computed quarter by quarter, less allowances for:

          (a) cash, trade, or quantity discounts and rebates,

          (b) taxes, including sales taxes and duties,

          (c) credits, returns and replacements, and

          (d) shipping and insurance charges.

     Products shall be deemed sold when paid for.

1.3 The Inventor. The term Inventor shall mean Gordon R. Bernard, M.D., Professor of Medicine.

1.4 Affiliate means, when used with reference to LICENSEE, any entity directly or indirectly controlling, controlled by or under common control with LICENSEE. For purposes of this Agreement, control means the direct or indirect ownership of over fifty percent (50%) of the outstanding voting securities of an entity, or the right to receive over fifty percent (50%) of the profits or earnings of an entity, or the right to control the policy decisions of an entity.

2. GRANT

2.0 Exclusive License. VANDERBILT hereby grants to LICENSEE and LICENSEE hereby accepts from VANDERBILT, upon the terms and conditions herein specified, an exclusive, royalty bearing, worldwide license, with the right to sublicense, to use Data for any purpose, including manufacture and sale of the Product(s) as well as submission to regulatory governmental agencies for approval to sell Product(s), except as otherwise expressly set forth herein. Upon execution of this Agreement, VANDERBILT through Gordon Bernard will promptly deliver to LICENSEE all information and data relating to intravenously administered ibuprofen to which VANDERBILT holds title.

2.1 Federal Government Rights Reserved. Notwithstanding the exclusive license granted herein, the Federal Government shall receive all the rights, if any, to the Data required by law or regulation to be reserved to the government. All rights granted in this Agreement are expressly granted subject to the rights of the Federal Government and such rights are specifically reserved to the Government by this Agreement.

2.2 Reservation of Right. VANDERBILT reserves the right to make, use and further develop the Data for its own non-commercial, educational and research purposes.

2.3 Upon receipt of regulatory approval to sell the Product, LICENSEE shall use reasonable efforts to effect introduction of the Products into the commercial market as soon as practicable, consistent with sound and reasonable business practices and judgment; thereafter, until the expiration of this Agreement, LICENSEE shall use commercially reasonable efforts to keep Products reasonably available to the public.