FOURTH AMENDMENT TO SERVICE AGREEMENT

EXHIBIT 10.6.2

FOURTH AMENDMENT TO
SERVICE AGREEMENT

     This Fourth Amendment (the “Fourth Amendment”) dated as of April 1, 2009 (the “Effective Date”), by and between VENTIV COMMERCIAL SERVICES, LLC, a New Jersey limited liability company (“Ventiv”) and CUMBERLAND PHARMACEUTICALS, INC., a Tennessee corporation (“Client”). Ventiv and Client may each be referred to herein as a “Party” and collectively, the “Parties”.

WITNESSETH:

     WHEREAS, Ventiv, as successor in interest to Cardinal Health PTS, LLC, and Client are parties to that certain Contract Sales and Service Agreement dated as of May 16, 2006, as amended, by that First Amendment to Contract Sales and Service Agreement dated as of July 19, 2006, a Second Amendment to Contract Sales and Service Agreement dated as of June 1, 2007, and a Third Amendment to Contract Sales and Service Agreement dated as of March 26, 2008 (collectively, the “Service Agreement”).

     WHEREAS, Ventiv and Client desire to supplement and amend the Service Agreement as set forth herein.

     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows:

     1. Except as provided in this Fourth Amendment, the terms and conditions set forth in the Service Agreement shall remain unaffected by execution of this Fourth Amendment. To the extent any provisions or terms set forth in this Fourth Amendment conflict with the terms set forth in the Service Agreement, the terms set forth in this Fourth Amendment shall govern and control. Terms not otherwise defined herein, shall have the meanings set forth in the Service Agreement.

     2. Commencing on the Effective Date, the total number of Representatives providing services on Client’s behalf is reduced from thirty-eight (38) to thirty-two (32). The total number of Managers shall remain at four (4).

     3. Commencing on the Effective Date, Section I (Fixed Fees) of Schedule 3.1 (Compensation - Implementation Fees, Fixed Fees and Pass-Through Costs and Billing Terms) is amended to provide for Client to pay Ventiv a fixed monthly fee as follows:

PERIOD		FIXED MONTHLY FEE
The Effective Date through March 31, 2010		$	392,595

     4. This Fourth Amendment may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Fourth Amendment by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Fourth Amendment by such party. Such facsimile copies shall constitute enforceable original documents.

     5. The terms of this Fourth Amendment are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. The Parties further intend that this Fourth Amendment constitute the complete and exclusive statement of its terms and shall supersede any prior agreement with respect to the subject matter hereof.

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     WHEREFORE, the Parties hereto have caused this Fourth Amendment to be executed by their duly authorized representatives.

		VENTIV COMMERCIAL SERVICES, LLC
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		President, inVentiv Selling Solutions
		CUMBERLAND PHARMACEUTICALS, INC.
		By:		/s/ X.X. Xxxxxx
		Name:		X.X. Xxxxxx
		Title:		Chief Executive Officer

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