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Non-competition And Severance Agreement

NonCompetition Agreement

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Governing Law: Tennessee     Date: 2/11/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

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                                                                   EXHIBIT 10.10






     This Agreement is made and entered into as of the 1st of June, 2004, by and

between CHATTEM, INC., a Tennessee corporation (the "Company") and Theodore K.

Whitfield Jr. (the "Executive").





     WHEREAS, the Company is desirous of assuring itself of continuity of

management through the hiring and retention of certain key executives, and to

foster their unbiased and analytical assessment of any offer to acquire control

of the Company; and


     WHEREAS, the Company desires to impose upon the Executive obligations of

confidentiality and to restrict his ability to obtain employment with certain

competitors of the Company; and


     WHEREAS, the Executive is willing to accept obligations of confidentiality

and non-competition in exchange for specified severance benefits;


     NOW, THEREFORE, the Company and the Executive do hereby agree as follows:


     1.    Term. The term of this Agreement shall commence as of the day and year

first above written and continue indefinitely thereafter for a period ending

three (3) years after the termination of the Executive's employment with the



     2.    Confidentiality Obligations. During the term of this Agreement the

Executive agrees to maintain all confidential information and trade secrets

obtained during the course of his employment with the Company as confidential

and to disclose the same to no one, other than in the furtherance of the

Company's business in the normal course or to a fellow employee with a

reasonable need to know, unless the Executive can demonstrate by documentary

evidence that such information was (1) known to him prior to his employment with

the Company; (2) subsequently became part of the public domain through no fault

of his own; or (3) was subsequently disclosed to him by a third party not in

violation of any obligation of confidentiality and non-use with the Company.



     3.    Non-Compete. In the event of a Change in Control (as hereinafter

defined) while Executive is employed by the Company and during the term of this

Agreement, Executive will not accept compensation or anything of value from, nor

offer or provide any services, including consulting services, to any person,

company, partnership, joint venture or other entity which has or does a

significant business involving, in whole or in part, health and beauty aid

products sold over the counter. This provision applies only to entities selling

the above specified products in competition with the Company in the United



     4.    Severance Benefits. If the Company Discharges or Constructively

Discharges the Executive during the term of this Agreement within twenty-four

(24) months after the occurrence of a Change in Control, he shall receive a

Severance Benefit. In addition, after a Change in Control, the Executive shall

be entitled to resign his position with the Company and elect to receive the

Severance Benefit (the "Election") at any time during the period commencing

one-hundred and eighty (180) days after the Change in Control and ending

two-hundred and forty (240) days after the Change in Control notwithstanding

that the fact that no Discharge or Constructive Discharge has occurred. These

terms are hereby defined as follows:


          A.    "Change in Control":


                    (i) Change of one-third (1/3) or more of any directors of

               the Company within any twelve (12) month period; or


                    (ii) Change of one-half (1/2) or more of the directors of

               the Company within any twenty-four (24) month period; or


                    (iii) Acquisition by any person of the ownership or right to

               vote of thirty-five (35%) percent or more of the Company's

               outstanding voting shares. "Person" shall mean any person,

               corporation, partnership, or any entity and any affiliate or

               associate thereof. "Affiliate" and "associate" shall have the

               meanings assigned to them in Rule 12(b)(2) of the General Rules

               and Regulations under the Securities Exchange Act of 1934.


          B.    "Discharges": terminates the Executive for any reason other than

               indictment or conviction for a felony or other crime involving

               substantial moral turpitude, disability, death, alcoholism, drug

               addiction or the gross, active misfeasance of the Executive with

               regard to his duties with the Company.








          C.    "Constructively Discharges": changes location or reduces the

               Executive's status, duties, responsibilities or direct or

               indirect compensation, (including future increases commensurate

               with those given other managers of the Company), or so alters the

               style or philosophy of the conduct of the Company's business, in

               the opinion of the Executive, as to cause it to be undesirable to

               the Executive to remain in the employ of the Company.


          D.    "Severance Benefit": a payment equal to two-hundred (200%)

               percent of the Executive's average annual includible compensation

               from the Company during the five (5) most recently completed

               taxable years before the date on which the Change in Control

               occurs. Any partial taxable years shall be annualized. If the

               event that the Executive's employment is less than five (5)

               years, t

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