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EXHIBIT 10.2

EXECUTION COPY

NOVATION AGREEMENT

     This Novation Agreement (as amended, supplemented, restated or otherwise modified from time to time, this “Novation Agreement”) is made as of January 27, 2006 between:

BIONICHE LIFE SCIENCES INC., a corporation organized
under the laws of Canada
(“ BLSI ”),

and

CUMBERLAND PHARMACEUTICALS INC., a corporation
organized under the laws of the United States
(the “CPI” ),

and

BIONICHE PHARMA GROUP LIMITED, a corporation
organized under the laws of Ireland
(“Pharma”) .

(hereinafter collectively referred to as the “Parties”)

RECITALS

A. BLSI and the CPI have entered into a Strategic Alliance Agreement dated January 15, 2002 and a Manufacturing and Supply Agreement for N-Acetylcysteine dated January 15, 2002 copies of which are annexed as Schedules “A” and “B” attached hereto (such agreements and contracts, together with all notices, certificates, Agreement, instruments and other documents delivered or entered into in connection therewith, as amended, supplemented, restated or otherwise modified from time to time, are collectively referred to herein as the “Agreements" ).

B. BLSI desires to be released and discharged from its obligations to the CPI under the Agreements and the CPI has agreed to release and discharge BLSI.

C. The Parties have agreed that as and from the date of this Novation Agreement (the “Effective Date”), the Agreements shall be novated to Pharma so that from the Effective Date Pharma shall be bound by the terms of the Agreements in place of BLSI and agrees to acknowledge and expressly assume in the name, place and stead of BLSI all liabilities and obligations of BLSI under the Agreements.


 

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NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

SECTION 1 — NOVATION AND RELEASE

1.1 Novation

     As of the Effective Date, Pharma agrees and undertakes to perform the obligations of BLSI under the Agreements, whether arising prior to, on or subsequent


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