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SEC Response Letter

(LETTERHEAD OF ADAMS AND REESE LLP)

July 27, 2009

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey Riedler

    Re:

    Cumberland Pharmaceuticals Inc.

    Registration Statement on Form S-1/A, Amendment No. 19

    Filed July 17, 2009

    File No. 333- 142535

Ladies and Gentlemen:

     We are responding to comments received in a letter dated July 23, 2009 from Mr. Jeffrey
Riedler to A.J. Kazimi of Cumberland Pharmaceuticals Inc. with respect to Amendment No. 19 to the
Registration Statement on Form S-1/A of Cumberland Pharmaceuticals filed July 17, 2009. For your
convenience, we have repeated in bold type the comments and requests for additional information
exactly as set forth in Mr. Riedler’s letter.

     The following paragraphs set forth the responses of Cumberland Pharmaceuticals to the comments
contained in Mr. Riedler’s letter of July 23, 2009. Page references in our responses are to page
locations in the attached pages, which are marked to reflect the
changes we are making to Amendment 19. In connection with recent
developments, we are also attaching pages 3, 45, and  II-1, which are
marked to reflect changes we are making to Amendment 19.

Form S-1

Summary consolidated financial data, page 5

    1.

    Please expand your disclosure in footnote (3) to show how the pro forma
amounts, that give effect to the adjustments related to the expected Option
Transaction, are computed. This comment also applies to your disclosure in footnote
(1) to the capitalization table.

United States Securities and Exchange Commission

July 27, 2009

Page 2

               Response:
To comply with this comment, the Company plans to amend the disclosure in footnote (3)
on the attached pages 5 and 6 to show how the pro forma amounts, that give effect to the adjustments related to the
expected Option Transaction, are computed. To further comply with
this comment, the Company also plans to amend the disclosure in
footnote (1) to the Capitalization Table on the attached
pages 26 and 27 in order to show
how the pro forma amounts, that give effect to the adjustments related to the expected Option
Transaction, are computed.

Use of Proceeds, page 24

    2.

    We note your disclosure that you will use $4.2 million for the repayment of
your term loan under your loan agreement with Bank of America. Please revise the
discussion of the use of proceeds to clarify that you will enter into a new loan
agreement with Bank of America for $18 million of term debt and a $4 million credit
facility and that the proceeds of this loan will be used to pay a portion of the $29.0
million minimum statutory tax withholding requirements relating to the option exercises
by Mr. Kazimi and Ms. Marstiller.

               Response:
To comply with this comment, the Company is revising the description
of the repayment on page 24 (see attached) and inserting new
descriptions on page 25 (see attached) in order to
clarify that the Company has entered into a new loan agreement with Bank of America for $18 million
of term debt and a $4 million credit facility and that the proceeds of this loan will be used to
pay a portion of the $29.0 million minimum statutory tax withholding requirements relating to the
Option Transaction.

Liquidity and Capital Resources, page 43

    3.

    Please revise to quantify the net proceeds from the option exercises.

               Response:
To comply with this comment, the Company is revising the Liquidity and Capital Resources
section by inserting additional language on pages 43 and 44 (see
attached) in order to quantify the
net proceeds from the option exercises.

Products, page 55

    4.

    Please revise your disclosure relating to p values to explain what these values
mean.

               Response:
To comply with this comment, the Company is revising its disclosure relating to p values
in the Products section in the attached page 58 in order to explain what these values mean.

United States Securities and Exchange Commission

July 27, 2009

Page 3

Certain relationships and related party transactions, page 99

    5.

    Please revise the discussion of each of A.J. Kazimi’s and Jean M. Marstiller’s
exercises to quantify the following information:

    •

    The aggregate option exercise price paid by each individual;

    •

    The number of shares that will be repurchased from each individual, assuming
a fair market value at the midpoint of your offering range; and

    •

    The net proceeds to the company from the exercises and repurchases.

               Response:
To comply with this comment, the Company is revising its discussion of each of A.J.
Kazimi’s and Jean M. Marstiller’s exercises by amending existing language and inserting new
language in the Certain Relationships and Related Party Transaction
Section on the attached pages 99 and 100 in order to
quantify (i) the aggregate option exercise price paid by each individual; (ii) the number of shares
that will be repurchased from each individual, assuming a fair market value at the midpoint of the
offering range; and (iii) the net proceeds to the Company from the exercises and repurchases.

We would welcome the opportunity to discuss any questions you may have with the Commission staff.
I can be reached, at your convenience, at (615) 259-1450. In my absence, please ask to speak with
Kolin Holladay.

Sincerely,

ADAMS AND REESE LLP

Martin S. Brown, Jr.

    MSB/smm

    Attachments

    cc:

    Rose Zukin, Esq., United States Securities and Exchange Commission

    Mr. A.J. Kazimi, Cumberland Pharmaceuticals Inc.

    Donald J. Murray, Esq., Dewey & LeBoeuf LLP, Counsel to the underwriters

    OUR
    STRATEGY

    Our objective is to develop, acquire and commercialize branded
    pharmaceutical products for specialty physician market segments.
    Our strategy to achieve this objective includes the following
    key elements:

        Ø

        Successfully launch and commercialize Caldolor;

        Ø

        Maximize sales of our marketed products, Acetadote and
    Kristalose;

        Ø

        Expand our product portfolio by acquiring rights to additional
    marketed products and late-stage product candidates;

        Ø

        Expand our dedicated hospital and gastroenterology sales forces;
    and

        Ø

        Develop a pipeline of early-stage products through CET, our
    majority-owned subsidiary.

    RISKS AFFECTING
    US

    Our business is subject to numerous risks that could prevent us
    from successfully implementing our business strategy. These and
    other risks are discussed further in the section entitled
    “Risk factors” immediately following this prospectus
    summary, and include the following:

        Ø

        The commercial launch of Caldolor is subject to many internal
    and external challenges and if we cannot overcome these
    challenges in a timely manner, our future revenues and profits
    could be materially and adversely affected;

        Ø

        The FDA has approved Caldolor as a treatment for the reduction
    of pain and fever in adults in the U.S. and any attempt by us to
    expand the potential market for Caldolor is subject to
    limitations;

        Ø

        Sales of Acetadote and Kristalose currently generate almost all
    of our revenues. An adverse development regarding either of
    these products could have a material and adverse impact on our
    future revenues and profitability;

        Ø

        If any manufacturer we rely upon fails to produce our products
    and product candidates in the amounts we require on a timely
    basis, or fails to comply with stringent regulations applicable
    to pharmaceutical drug manufacturers, we may face delays in the
    commercialization of Caldolor, or may be unable to meet demand
    for the product supplied by the manufacturer and may lose
    potential revenues;

        Ø

        We are dependent on a variety of other third parties. If these
    third parties fail to perform as we expect, our operations could
    be disrupted and our financial results could suffer; and

        Ø

        If we are unable to maintain and build an effective sales and
    marketing infrastructure, we will not be able to successfully
    commercialize and grow our products and product candidates.

    RECENT
    DEVELOPMENTS

    Management is in the process of preparing our consolidated
    financial statements for the quarter ended June 30, 2009.
    Though our financial statements for that quarter are not yet
    complete, our preliminary internal financial information
    indicates that net revenues for the quarter were between
    $9.0 million and $10.0 million, compared to
    $8.4 million for the same period in the prior year, that
    operating income for the quarter was between $0.2 million
    and $0.65 million, compared to $1.8 million for the
    same period in 2008, and that net income per share was between
    $0.01 and $0.03 (diluted), as compared to $0.07 (diluted) for
    the same period during 2008. The increase in net revenue is
    primarily attributable to growth of Acetadote with modest growth
    from Kristalose. The decrease in operating income and net income
    per share is primarily attributable to approximately
    $2 million in milestone payments due as a result of the
    FDA’s approval of Caldolor.

    Because the second quarter is only recently ended, this
    information is, by necessity, preliminary in nature and based
    only upon preliminary information available to us as of the date
    of this prospectus. Further, developments subsequent to the end
    of the quarter can impact a reported quarter positively or

    3

    negatively. In addition, the financial information for the
    second quarter has not been subject to a quarterly review by our
    independent auditors, and therefore, is subject to change.
    Investors should exercise caution in relying on the information
    contained herein and should not draw any inferences from this
    information regarding financial or operating data that is not
    discussed herein.

    CORPORATE
    INFORMATION

    We were incorporated in Tennessee in 1999. Our principal
    executive offices are located at 2525 West End Avenue,
    Suite 950, Nashville, Tennessee 37203, and our telephone
    number is
    (615) 255-0068.
    Our website address is www.cumberlandpharma.com. The information
    on, or accessible through, our website is not part of this
    prospectus.

    3.1

    Summary consolidated
    financial data

    The tables below summarize our financial data as of the dates
    and for the periods indicated. You should read the following
    information together with the more detailed information
    contained in “Selected consolidated financial data,”
    “Management’s discussion and analysis of financial
    condition and results of operations” and our consolidated
    financial statements and the accompanying notes included
    elsewhere in this prospectus.

    The pro forma statement of income and balance sheet data below
    gives effect to the conversion of 812,749 shares of our
    preferred stock into 1,625,498 shares of common stock. The
    pro forma as adjusted balance sheet data below gives further
    effect to the sale of 5,000,000 shares of common stock that we
    are offering at an assumed initial public offering price of
    $20.00 per share, after deducting underwriting discounts and
    commissions and estimated offering expenses to be paid by us.

    Three Months

    Years Ended
    December 31,

    Ended
    March 31,

    Statement of
    income data:

    2006

    2007

    2008

    2008

    2009

    (in thousands,
    except per share data)

    (unaudited)

    Net revenues:

    Acetadote

    $

    10,722

    $

    18,817

    $

    25,439

    $

    5,799

    $

    7,133

    Kristalose

    6,511

    9,013

    9,469

    2,478

    2,229

    Other(1)

    582

    234

    167

    26

    43

    Total net
    revenues(2)

    $

    17,815

    $

    28,064

    $

    35,075

    $

    8,304

    $

    9,405

    Operating income

    $

    2,224

    $

    6,725

    $

    7,282

    $

    1,794

    $

    2,117

    Net income before income taxes

    1,708

    6,469

    7,310

    1,762

    2,037

    Net income attributable to common shareholders

    4,404

    4,044

    4,766

    1,395

    1,218

    Earnings per share attributable to common shareholders—basic

    $

    0.45

    $

    0.40

    $

    0.47

    $

    0.14

    $

    0.12

    Earnings per share attributable to common
    shareholders—diluted

    $

    0.27

    $

    0.24

    $

    0.29

    $

    0.09

    $

    0.08

    Pro forma earnings per share attributable to common
    shareholders—basic

    $

    0.41

    $

    0.10

    Pro forma earnings per share attributable to common
    shareholders—diluted

    $

    0.29

    $

    0.08

    Weighted-average shares outstanding—basic

    9,797

    10,032

    10,143

    10,094

    10,321

    Weighted-average shares outstanding—diluted

    16,454

    16,582

    16,540

    16,412

    16,127

    Pro forma weighted-average shares outstanding—basic

    11,768

    11,947

    Pro forma weighted-average shares outstanding—diluted

    16,540

    16,127

    As of
    March 31, 2009

    Pro Forma

    Balance sheet
    data:

    Actual

    Pro
    Forma

    as
    Adjusted(3)

    (in thousands)

    (unaudited)

    Cash and cash equivalents

    $

    10,072

    $

    10,072

    $

    95,006

    Working capital

    11,262

    11,262

    97,029

    Total assets

    30,986

    30,986

    115,919

    Total long-term debt and other long-term obligations (including
    current
    portion)(4)

    7,261

    7,261

    3,094

    Convertible preferred stock

    2,604

    —

    —

    Retained earnings

    2,669

    2,669

    2,669

    Total equity

    18,452

    18,452

    107,552

    (1)

    Includes revenue from products we
    are no longer selling, revenue reduction for promotional costs
    to a wholesaler, grant revenue and other miscellaneous revenue.

    (2)

    The sum of the individual amounts
    may not agree due to rounding.

    (3)

    Each $1.00 increase or decrease in
    the assumed initial public offering price of $20.00 per share
    would increase or decrease, as applicable, our cash and cash
    equivalents, working capital, total assets and total
    shareholders’ equity by approximately

    5

     $4.7 million, assuming the
    number of shares offered by us, as set forth on the cover page
    of this prospectus, remains the same and after deducting
    estimated underwriting discounts and commissions payable by us.
    These amounts exclude adjustments related to the expected Option
    Transaction as described in the section entitled “Certain
    relationships and related party transactions.” If these
    adjustments were included and if the shares to be repurchased in
    the first quarter of 2010 were repurchased on March 31,
    2009 at an assumed offering price of $20.00 per share, then as
    of March 31, 2009:

        Ø

    Cash and cash equivalents would
    have been $81,275. The adjustments include proceeds from the new
    term debt of $18.0 million less the payment of
    approximately $1.2 million of the employer’s portion
    of payroll-related taxes less the payment of approximately
    $29.0 million to repurchase shares of common stock to cover
    the optionee’s minimum statutory tax liability at the time
    of exercise less the payment of approximately $1.5 million
    to repurchase shares of common stock in the first quarter of
    2010;

        Ø

    Working capital would have been
    $81,798. The adjustments includ