EMPLOYMENT AGREEMENT

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Exhibit 10.30

EMPLOYMENT AGREEMENT

        This AGREEMENT is made and entered into as of the 30th day of December, 2004, by and between FIRST HORIZON PHARMACEUTICAL CORPORATION, a Delaware corporation (the "Company"), and Leslie B. Zacks ("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 Legal and Administration 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 as Vice President of Legal and Administration at all times so as to promote the best interests of the Company. In addition, subject to approval of this Agreement 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 .    

(a)

Salary .    For any and all services performed by Executive under this Agreement during the Term, in whatever capacity, the Company shall pay to Executive an annual salary of One Hundred Eighty Thousand Dollars ($180,000.00) per year (the "Salary") less any and all applicable federal, state and local payroll and withholding taxes. The Salary shall be paid in the same increments as the Company's normal payroll, but no less frequent than bi-monthly and prorated, however, for any period of less than a full month. The Salary will be reviewed annually by the Compensation Committee of the Board and a determination shall be made at that time as to the appropriateness of an increase, if any, thereto.

(b)

Bonus .    In addition to the Salary, Executive shall be eligible to receive from the Company an annual incentive compensation bonus (the "Bonus") based on fifty (50) percent of his Salary. The Bonus, if any, shall be determined based on such criteria as shall be determined from time to time by the Compensation Committee of the Board of Directors. The nature of the criteria and the determination as to whether the criteria have been satisfied, shall be determined by the Compensation Committee of the Board in its sole discretion. Accordingly, there is no assurance that a Bonus will be paid to Executive with respect to all or any particular year during the Term.

(i)

The Company also agrees to pay Executive five thousand dollars ($5,000.00) to compensate Executive for his reasonable moving expenses.

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

(a)

The Company will provide Executive with cash advances for or reimbursement of all reasonable out-of-pocket business expenses incurred by Executive in connection with his employment hereunder. Such reimbursement, however, is conditioned upon Executive adhering to any and all reasonable policies established by Company from time to time with respect to such reimbursements or advances, including, but not limited to, a requirement that Executive submit supporting evidence of any such expenses to the Company.

(b)

The Company will provide Executive and his family with the opportunity to receive group medical coverage under the terms of the Company's health insurance plan during the Term, but subject to completion of normal waiting periods. During any such waiting period, the Company will pay, or reimburse Executive for, the cost of COBRA coverage for Executive and his family under his prior health plan. The Company will provide Executive, at Company's expense, short-term disability and life insurance.

(c)

During the Term the Executive shall be entitled to twenty (20) days paid vacation per year, it being understood and agreed that unused vacation shall not be carried over from one year to the next. In addition, Executive shall be entitled to eight (8) paid holidays and four (4) paid personal days off.

        6.     Termination of the Term .    

(a)

The Company shall have the right to terminate the Term under the following circumstances:

(i)

Executive's death; or

(ii)

Without Cause, effective upon sixty (60) days written notice to Executive by the Company;

(iii)

With Cause; or

(iv)

Upon or within one (1) year following a Change in Control.

(b)

Executive shall have the right to terminate the Term under the following circumstances:

(i)

At any time upon sixty (60) days prior written notice to the Company; or

(ii)

For Good Reason.

(c)

For purposes of this Agreement, "Cause" shall mean:

(i)

Executive is convicted of the commission of a felony or a crime involving dishonesty, fraud or moral turpitude;

(ii)

Executive has engaged in acts of fraud, embezzlement, theft or other dishonest acts against the Company as determined by the Board of Directors in good faith;

(iii)

Executive commits an act which negatively impacts the Company or its employees including, but not limited to, engaging in competition with the Company, disclosing confidential information, or engaging in conduct that is in material violation of Company policies and standards, including but not limited to its policies and standards on equal employment opportunity, work environment, workplace conduct, or business ethics, violation of which could place the Company's interests at risk of harm;

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(iv)

Executive's gross neglect or willful misconduct in the discharge of his duties and responsibilities; or

(v)

Executive's repeated refusal to follow the lawful direction of the Board of Directors or supervising officers.

(d)

For purposes of this Agreement, "Change of Control" shall mean the occurrence of any of the following:

(i)

The acquisition (other than by direct purchase of shares form the Company) by any "person", including a "syndication" or "group", as those terms are used in Section 13(d)(3) or 14 (d)(2) of the Securities Exchange Act of 1934, as amended (other than any such person currently owning in excess of the following amount), of securities representing 20% or more of the combined voting power of the Company's then outstanding voting securities, which is any security that ordinarily possess the power to vote in the election of the Board of Directors of a corporation without the happening of any precondition or contingency;

(ii)

The Company merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation less than 80% of the outstanding voting securities of the surviving or resulting entity are then beneficially owned in the aggregate by (a) the stockholders of the Company immediately prior to such merger or consolidation, or (b) if a record date has been set to determine the stockholders of the Company entitled to vote on such merger or consolidation, the stockholders of the Company as of such record date;

(iii)

If at any time during a calendar year a majority of the directors of the Company are not persons who were directors at the beginning of the calendar year; or

(iv)

The Company transfers substantially all of its assets to another corporation which is a less than 80% owned subsidiary of the Company.

(e)

For purposes of this Agreement, "Good Reason" shall mean the occurrence of any one or more of the following events which continues uncured for a period of not less than thirty (30) days following written notice given by Executive to the Company within fifteen (15) days following the occurrence of such event, unless the Executive specifically agrees in writing that such event shall not be "Good Reason":

(i)

Any material breach of this Agreement by the Company;

(ii)

Any failure to continue the Executive as an Executive officer of the Company;

(iii)

The requirement by the Company that Executive perform his services hereunder primarily at a location outside of the metropolitan Atlanta, Georgia area; or

(iv)

The reduction of the Employee's compensation below the amount set forth in Sections 4 and 5 above without written consent of Executive.

        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:

(a)

Immediately resign from any and all other positions or committees which Executive holds or is a member of with the Company or any subsidiary of the Company including, but not limited to, as an officer and director of the Company or any subsidiary of the Company.

(b)

Provide the Company with all reasonable assistance necessary to permit the Company to continue its business operations without interruption and in a manner consistent with reasonable business practices; provided, however, that such transition period shall not exceed

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thirty (30) days after termination nor require more than twenty (20) hours of Executive's time per week and Executive shall be promptly reimbursed for all out-of-pocket Expenses.

(c)

Deliver to the Company possession of any and all property owned or leased by the Company which may then be in Executive's possession or under his control, including, without limitation, any and all such keys, credit cards, automobiles, equipment, supplies, books, records, files, computer equipment, computer software and other such tangible and intangible property of any description whatsoever. If, following the expiration or termination of the Term, Executive shall receive any mail addressed to the Company, then Executive shall immediately deliver such mail, unopened and in its original envelope or package, to the Company; and

(d)

Other than as provided in this Section 7, upon a termination of employment all other benefits and/or entitlements to participate in programs or benefits, if any, will cease as of the effective date except medical insurance coverage that may be continued at Executive's own expense as provided by applicable law or written Company policy.

(e)

Upon termination of Executive pursuant to Section 6(a)(i) or Section 6(a)(ii) without Cause, the Company shall provide Executive or Executive's estate, subject to but not in addition to Section 7(g): (i) Salary continuance for six (6) months (a "Salary Continuance"), plus (ii) a lump sum payment equal to fifty percent (50%) of the Bonus, if any, paid to Executive for the calendar year immediately preceding termination, plus (iii) twelve (12) months of COBRA coverage for Executive which shall be substantially equivalent to that provided by the Company prior to termination, plus (iv) all of Executive's then unvested options previously issued pursuant to the Company Option Plan shall immediately vest and be exercisable.

(f)

Upon termination of Executive pursuant to Section 6(a)(iii) or Section 6(b)(1), the Company shall pay Executive all Salary accrued but unpaid as of the date of such termination.

(g)

Upon termination of Executive pursuant to Section 6(a)(iv), the Company shall: (i) provide Executive with Salary continuance for twelve (12) months at the rate in effect immediately prior to termination, plus (ii) a lump sum payment equal to one hundred percent (100%) of the Bonus, if any, paid to Executive for the calendar year immediately preceding termination, plus (iii) provide COBRA coverage for Executive which shall be substantially equivalent to that provided by the Company prior to termination until the earlier of (A) twelve (12) months after the date of termination