SecProbe.io

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 August 25, 2025

John Hamm
Chief Financial Officer
Cumberland Pharmaceuticals
1600 West End Avenue, Suite 1300
Nashville, TN 37203

 Re: Cumberland Pharmaceuticals
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-33637
Dear John Hamm:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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 Document SUITE 2000 • 1600 WEST END AVENUE • NASHVILLE, TENNESSEE 37203 • 615.726.5600 • bakerdonelson.com Tonya Mitchem Grindon, Shareholder Direct Dial : 615.726.5607 Direct Fax : 615.744.5607 E-Mail Address : tgrindon@bakerdonelson.com August 15, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Vanessa Robertson Tracie Mariner Re: Cumberland Pharmaceuticals Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-33637 To whom it may concern: This letter is submitted on behalf of Cumberland Pharmaceuticals Inc. (the “Company”) in response to the comment letter (the “Comment Letter”) from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 4, 2025, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), filed with the Commission on March 7, 2025. For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in the Comment Letter, and we have set forth below, in italics, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter. Form 10-K for the Fiscal Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Research and development, page 68 Comment: 1. Please provide revised disclosure to be included in future filings to break out research and development expenses by clinical program or by indication. For amounts that are not tracked by program, provide other quantitative or qualitative disclosure that provides more transparency as to the type of research and development expenses incurred (i.e. by nature or type of expense) for each period presented which should reconcile to total research and development expense on the Statements of Operations. ALABAMA • FLORIDA • GEORGIA • LOUISIANA • MARYLAND • MISSISSIPPI • NEW JERSEY NORTH CAROLINA • SOUTH CAROLINA • TENNESSEE • TEXAS • VIRGINIA • WASHINGTON, D.C. US Securities and Exchange Commission Page 2 August 15, 2025      Response: The Company respectfully advises the Staff that it does not track all its research and development costs by program given that it incurs expenses in support of both its portfolio of commercial brands and its growing pipeline of new product candidates. The Company manages its research and development efforts dynamically, taking into account activities needed to support and expand its commercial brands, as well as those involved in its efforts to develop new product candidates that address unmet medical needs.  These activities include product formulation, preclinical testing, clinical studies, data analysis, pharmacovigilance and regulatory submissions. The Company is able to accurately track research and development expenses by certain expense categories. The Company can identify and provide information by external and internal costs. The Company’s external research and development expenses primarily consist of expenses for clinical development, regulatory and others including research activities and non-clinical studies. The Company’s internal research and development expenses primarily consist of personnel-related costs, including salaries, bonuses, benefits, payroll taxes and stock-based compensation for employees engaged in research and development functions. The Company respectfully advises the Staff that the Company will include, beginning with its third quarter 2025 and all future filings, disclosures consistent with the table set forth below and provide a break down by nature or type of research and development expenses incurred (specifically, internal development costs and external development costs), which the Company will reconcile to total research and development expense on the Statements of Operations. The Company intends to include a similar table to that set forth below in each Quarterly Report on Form 10-Q and Annual Report on Form 10-K on a prospective basis, beginning with its Form 10-Q for the quarter ended September 30, 2025. Such a table will be included in the section titled  Management’s Discussion and Analysis of Financial Condition and Results of Operations .     Months Three Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 External R&D Expenses                       Clinical Development $           $         Regulatory Expenses                       Other External                       Subtotal - external expenses $           $         Internal R&D Expenses                       Personnel costs $           $         Other Internal                       Subtotal - internal expenses $           $         Total R&D expenses $       $       US Securities and Exchange Commission Page 3 August 15, 2025      Notes to Consolidated Financial Statements (2) Significant Accounting Policies, page F-10 Comment: 2. Please confirm that you will provide the segment disclosures required by ASC 280-10-50, as amended by ASU 2023-07, in your future filings. Refer to ASC 280-10-50- 20 for single reportable segment entity requirements. Response: The Company acknowledges the Staff’s comment and will expand its operating segment disclosure to include the title of the chief operation decision maker (CODM) and provide a table summarizing select financial information of the Company’s single operating segment, as set forth below under “Operating Segments.” The Company would propose to include this additional information in future applicable filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, to include all disclosures required by ASC 280-10-50, as amended by ASU 2023-07. Operating Segments The Company has one reportable segment which is specialty pharmaceutical products. The Company's chief operating decision maker (“CODM”) is its chief executive officer. The CODM uses consolidated, single segment financial information for purposes of evaluating performance, planning and forecasting future period financial results, and allocating resources. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the consolidated statement of operations as net income or loss. The measure of segment assets is reported on the consolidated balance sheet as total assets.  The following table summarizes selected financial information of the Company’s single operating segment for the three and nine months ended September 30, 2025 and 2024. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net revenues $ $ Costs and expenses: Cost of products sold $ $ Selling and marketing Research and development General and administrative Amortization Segment operating expenses $ $ Operating income (loss) $ $ Interest income US Securities and Exchange Commission Page 4 August 15, 2025      Interest expense Net income (loss) $ $     If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (615) 726-5607. Sincerely, /s/ Tonya Mitchem Grindon Tonya Mitchem Grindon cc: A.J. Kazimi, Chief Executive Officer John M. Hamm, Chief Financial Officer

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 August 4, 2025

John Hamm
Chief Financial Officer
Cumberland Pharmaceuticals
1600 West End Avenue, Suite 1300
Nashville, TN 37203

 Re: Cumberland Pharmaceuticals
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-33637
Dear John Hamm:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Research and development, page 68

1. Please provide revised disclosure to be included in future filings to
break out research
 and development expenses by clinical program or by indication. For
amounts that are
 not tracked by program, provide other quantitative or qualitative
disclosure that
 provides more transparency as to the type of research and development
expenses
 incurred (i.e. by nature or type of expense) for each period presented
which should
 reconcile to total research and development expense on the Statements of
Operations.
Notes to Consolidated Financial Statements
(2) Significant Accounting Policies, page F-10

2. Please confirm that you will provide the segment disclosures required by
ASC 280-
 10-50, as amended by ASU 2023-07, in your future filings. Refer to ASC
280-10-50-
 August 4, 2025
Page 2

 20 for single reportable segment entity requirements.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Vanessa Robertson at 202-551-3649 or Tracie Mariner at
202-551-
3744 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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CUMBERLAND PHARMACEUTICALS, INC.

1600 West End Avenue, Suite 1300

Nashville, Tennessee 37203

December 21, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

                Re:          Cumberland Pharmaceuticals, Inc.

                                Registration Statement on Form S-3

                                File Number 333-276052

                                REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cumberland Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of the registration statement on Form S-3 (File No. 333-276052) to 4:00 p.m., Eastern Time, on December 26, 2023 or as soon as practicable thereafter.

In connection with this request, the Registrant acknowledges that:

•should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact our legal counsel, Tonya Mitchem Grindon, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (615) 726-5607, if you have any questions concerning this request.

Very truly yours,

Cumberland Pharmaceuticals, Inc.

By:         /s/ John Hamm

Name:    John Hamm

Title:       Chief Financial Officer

United States securities and exchange commission logo
December 19, 2023
John Hamm
Chief Financial Officer
Cumberland Pharmaceuticals Inc.
1600 West End Avenue, Suite 1300
Nashville, Tennessee 37203
Re:Cumberland Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed December 14, 2023
File No. 333-276052
Dear John Hamm:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tonya Mitchem Grindon, Esq.

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2525 West End Avenue, Suite 950

Nashville, Tennessee 37203

January 6, 2021

VIA EDGAR

Mr. Chris Edwards

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:    Cumberland Pharmaceuticals, Inc.

        Registration Statement on Form S-3

        File Number 333-251308

        Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cumberland Pharmaceuticals, Inc. (the “Registrant”) hereby requests acceleration of the registration statement on Form S-3 (File No. 333-251308) to 4:00 p.m., Eastern Time, on January 8, 2021 or as soon as practicable thereafter.

In connection with this request, the Registrant acknowledges that:

•should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact our legal counsel, Tonya Mitchem Grindon, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (615) 726-5607, if you have any questions concerning this request.

Very truly yours,

Cumberland Pharmaceuticals, Inc.

By:  /s/ A.J. Kazimi

Name:  A.J. Kazimi

Title:  Chairman of the Board and Chief Executive Officer

United States securities and exchange commission logo
December 16, 2020
Michael Bonner
Chief Financial Officer
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203
Re:Cumberland Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed December 11, 2020
File No. 333-251308
Dear Mr. Bonner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher M. Douse, Esq.

United States securities and exchange commission logo
October 20, 2020
Michael Bonner
Senior Director Accounting & Finance, Chief Financial Officer
CUMBERLAND PHARMACEUTICALS INC
2525 West End Avenue, Suite 950
Nashville, TN 37203
Re:CUMBERLAND PHARMACEUTICALS INC
Form 10-K for the Fiscal Year Ended December 31, 2019
File No. 001-33637
Dear Mr. Bonner:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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October 16, 2020

VIA EDGAR CORRESPONDENCE

Ms. Jeanne Baker

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:      Cumberland Pharmaceuticals Inc.

Form 10-K for the Fiscal year Ended December 31, 2019 and Form 8-K filed May 20, 2020

File No. 001-33637

Dear Ms. Baker:

This letter is provided on behalf of Cumberland Pharmaceuticals Inc. (the “Company”), in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 8, 2020 to Michael Bonner with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2019, File No. 001-33637, which was filed by the Company on March 20, 2020 (“Form 10-K”), and Form 8-K, File No. 001-33637, which was filed by the Company on May 20, 2020 (“Form 8-K”). This letter is a follow up to the response letters provided by the Company to the Staff on July 22, 2020 and September 18, 2020.

The Commission’s numbered comments are set forth below in italics, with the Company’s responses immediately following. Defined terms used herein and not otherwise defined herein have the meanings given to them in the Form 10-K.

* * * * *

Item 2.02 Form 8-K filed May 20, 2020

Exhibit 99.1, page 10

Comment:  We note your response to our oral comment issued on August 17, 2020 related to your non-GAAP earnings measure. In light of the fact that you acquired the Vibativ brand with cash, we continue to believe that you should not refer to the impact of the Vibativ inventory sold during the periods presented as non-cash. In addition, the adjustment that you historically included in your non-GAAP earnings measure appeared to reflect the sale of Vibativ at a zero cost basis rather than at a cost basis had the inventory been manufactured or purchased in the ordinary course of business. We believe that any discussion of the impact of the Vibativ inventory sold during the periods presented should be limited to the impact of the fair value adjustment that was recorded during purchase accounting.

Response:  In response to the Staff’s comments and the Company’s conversations with the Staff, the Company’s response is as follows. In light of the fact that the Company acquired the Vibativ brand and the associated Vibativ inventory on the acquisition date with cash, the Company will no longer refer to the impact of the Vibativ inventory sold during the periods presented as non-cash.  Future disclosure will remove any appearance that the sale of Vibativ was at a zero cost basis rather than at the cost basis had the inventory been manufactured or purchased in the ordinary course of business. As such, the impact of the Vibativ inventory sold during the periods presented will include disclosure of the impact of the fair value adjustment that was recorded during purchase accounting.

* * * * *

The Company acknowledges that:

•the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            We trust that Company has been responsive to the Commission’s comments.  If you have any questions or would like further information concerning the Company’s responses to your comment letter, please do not hesitate to contact me at (615) 255-0068.

                                                                        Sincerely,

                                                                        CUMBERLAND PHARMACEUTICALS, INC.

                                                                        /s/ Michael Bonner

                                                                        Name: Michael Bonner

                                                                        Title: Chief Financial Officer

United States securities and exchange commission logo
September 22, 2020
Michael Bonner
Senior Director Accounting & Finance, Chief Financial Officer
CUMBERLAND PHARMACEUTICALS INC
2525 West End Avenue, Suite 950
Nashville, TN 37203
Re:CUMBERLAND PHARMACEUTICALS INC
Form 10-K for the Fiscal Year Ended December 31, 2019
File No. 001-33637
Dear Mr. Bonner:
            We have reviewed your September 19, 2020 response to our August 17, 2020 oral
comment and have the following comment.  In our comment, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Item 2.02 Form 8-K filed May 20, 2020
Exhibit 99.1, page 10
1.We note your response to our oral comment issued on August 17, 2020 related to your
non-GAAP earnings measure.  In light of the fact that you acquired the Vibativ brand
with cash, we continue to believe that you should not refer to the impact of the Vibativ
inventory sold during the periods presented as non-cash.   In addition, the adjustment that
you historically included in your non-GAAP earnings measure appeared to reflect the sale
of Vibativ at a zero cost basis rather than at a cost basis had the inventory been
manufactured or purchased in the ordinary course of business.  We believe that any
discussion of the impact of the Vibativ inventory sold during the periods presented should
be limited to the impact of the fair value adjustment that was recorded during purchase
accounting.
            You may contact Jeanne Baker, Staff Accountant, at 202-551-369 or Terence O'Brien,
Branch Chief, at 202-551-3355 if you have questions.

 FirstName LastNameMichael Bonner
 Comapany NameCUMBERLAND PHARMACEUTICALS INC
 September 22, 2020 Page 2
 FirstName LastName
Michael Bonner
CUMBERLAND PHARMACEUTICALS INC
September 22, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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September 18, 2020

VIA EDGAR CORRESPONDENCE

Ms. Jeanne Baker

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:      Cumberland Pharmaceuticals Inc.

Form 10-K for the Fiscal year Ended December 31, 2019 and Form 8-K filed May 20, 2020

File No. 001-33637

Dear Ms. Baker:

This letter is provided on behalf of Cumberland Pharmaceuticals Inc. (the “Company”), in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 8, 2020 to Michael Bonner with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2019, File No. 001-33637, which was filed by the Company on March 20, 2020 (“Form 10-K”), and Form 8-K, File No. 001-33637, which was filed by the Company on May 20, 2020 (“Form 8-K”). This letter is a follow up to the response letter provided by the Company to the Staff on July 22, 2020.

The Commission’s numbered comments are set forth below in italics, with the Company’s responses immediately following. Defined terms used herein and not otherwise defined herein have the meanings given to them in the Form 10-K.

* * * * *

Item 2.02 Form 8-K filed May 20, 2020

Exhibit 99.1, page 10

Comment:  Please explain how you determine the adjustment for the “impact of Vibativ cost of product sold” to arrive at your non-GAAP measure, Adjusted Earnings from continuing operations. For example, clarify whether the adjustment relates to the entirety of the $21,550,000 of inventory acquired that is allocated to cost of sales for the periods presented. Explain to us how it represents a non-cash impact and why you characterize the inventory as being acquired at no additional cost to the consideration paid to Theravance. Please tell us the remaining amount of inventory you expect to impact this measure in future periods and how long you expect it to be a material adjustment. Tell us how you considered Rule 100(b) of Regulation G in evaluating the propriety of the adjustment, given the net revenue for Vibativ included in net income and adjusted earnings from the sale of this inventory in the periods presented.

Response:  In response to the Staff’s comments and the Company’s conversations with the Staff, the Company is respectfully providing the following additional information and response.

In management’s calculations of Adjusted Earnings, beginning  with the fourth quarter of 2018, there has been an adjustment for the “impact of Vibativ® cost of product sold” related to the amount of finished goods inventory that was allocated as a “costs of sales” expense associated with shipments of Vibativ. This is a non-cash item, as a significant amount of finished goods inventory was included in the payment for the assets acquired when the Company purchased the Vibativ brand from Theravance Biopharma (“Theravance”) during 2018. The finished goods are being expensed as a cost of sales during each period as the inventory is sold. Because it represents a non-cash expense, the Company had previously added it back in the calculation of Adjusted Earnings.

Management had additional discussions with the Staff on Rule 100(b) of Regulation G, after the Company’s July 22, 2020 response letter.  Based on these discussions, the Company will include descriptions, discussions and quantifications of the non-cash Vibativ cost of product sold in future earnings reports and commentary on operating results, rather that include the impact of Vibativ cost of product sold as an add-back to the calculation of Adjusted Earnings in future filings with the Commission. Management makes this change given the recurring nature of the non-cash Vibativ cost of product sold expense.  The Company will make this change beginning with our reporting of results for the quarter ended September 30, 2020.

* * * * *

The Company acknowledges that:

•the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            We trust that Company has been responsive to the Commission’s comments.  If you have any questions or would like further information concerning the Company’s responses to your comment letter, please do not hesitate to contact me at (615) 255-0068.

                                                                        Sincerely,

                                                                        CUMBERLAND PHARMACEUTICALS, INC.

                                                                        /s/ Michael Bonner

                                                                        Name: Michael Bonner

                                                                        Title: Chief Financial Officer

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July 22, 2020

VIA EDGAR CORRESPONDENCE

Ms. Jeanne Baker

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Cumberland Pharmaceuticals Inc.

Form 10-K for the Fiscal year Ended December 31, 2019 and Form 8-K filed May 20, 2020

File No. 001-33637

Dear Ms. Baker:

This letter is provided on behalf of Cumberland Pharmaceuticals Inc. (the “Company”), in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated July 8, 2020 to Michael Bonner with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2019, File No. 001-33637, which was filed by the Company on March 20, 2020 (“Form 10-K”), and Form 8-K, File No. 001-33637, which was filed by the Company on May 20, 2020 (“Form 8-K”).

The Commission’s numbered comments are set forth below in italics, with the Company’s responses immediately following. Defined terms used herein and not otherwise defined herein have the meanings given to them in the Form 10-K.

* * * * *

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 9A – Controls and Procedures, page 73

1.Comment: Your conclusion refers to only a portion of the definition of disclosure controls and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e). In this regard, it appears your conclusion applies only to the portion referred to. Please confirm to us and revise to clarify, if true, that your conclusion is in regard to the entirety of disclosure controls and procedures as defined.

Response:  In response to the Staff’s comments, the Company respectfully advises the Staff that the Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures include, without

U.S. Securities and Exchange Commission

July 22, 2020

Page 2

limitation, controls and procedures designed to ensure that the information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

The Company will more fully articulate the information above in future filings.

Item 2.02 Form 8-K filed May 20, 2020

Exhibit 99.1, page 10

Comment:  Please explain how you determine the adjustment for the “impact of Vibativ cost of product sold” to arrive at your non-GAAP measure, Adjusted Earnings from continuing operations. For example, clarify whether the adjustment relates to the entirety of the $21,550,000 of inventory acquired that is allocated to cost of sales for the periods presented. Explain to us how it represents a non-cash impact and why you characterize the inventory as being acquired at no additional cost to the consideration paid to Theravance. Please tell us the remaining amount of inventory you expect to impact this measure in future periods and how long you expect it to be a material adjustment. Tell us how you considered Rule 100(b) of Regulation G in evaluating the propriety of the adjustment, given the net revenue for Vibativ included in net income and adjusted earnings from the sale of this inventory in the periods presented.

Response:  In response to the Staff’s comments, the Company is respectfully providing the following additional information requested.

In the calculation of Adjusted Earnings, an adjustment for the “impact of Vibativ® cost of product sold” relates to the amount of finished goods inventory that was allocated as a “costs of sales” expense associated with shipments of Vibativ during each period presented.  This is a non-cash item, as a significant amount of finished goods inventory was included in the payment for the assets acquired when the Company purchased the Vibativ brand from Theravance Biopharma (“Theravance”) in 2018. The fair value of these finished goods included in the transaction totaled $6,624,000 of the $21,550,000 inventory acquired.  The remaining $14.9 million in inventory represents raw materials and work in process.

The $6.6 million of finished goods is being expensed as a cost of sales during each period as the inventory is sold. Because it represents a non-cash expense, the Company is adding it back in

U.S. Securities and Exchange Commission

July 22, 2020

Page 3

the calculation of Adjusted Earnings. This inventory is being sold over a multi-year period and the Company has been consistently including it as a component in the Adjusted Earnings calculation and plans to continue to do so until it is depleted.

The Company acquired Vibativ, which is approved by the Food and Drug-Administration (“FDA”), based on the product’s revenue, operating results and market share.  When Cumberland determined the purchase price for this FDA-approved brand, it was based on Vibativ’s operating results and the operating margins that Vibativ provided to Theravance.  As part of the acquisition, Theravance also provided inventory (finished goods, work in process and raw materials), as Theravance would no longer be selling units of Vibativ following the closing. Therefore, Cumberland viewed the transfer of inventory as assets acquired by the Company for the consideration paid to Theravance.

As part of the purchase price allocation and the fair value GAAP rules surrounding inventory, Cumberland was required to increase (step up) to fair value the finished goods inventory to approximately $6.6 million.  This value represented a significant increase compared to Theravance’ s,  as prior to the divestiture of the product, Theravance had a $3 million book value for these same finished goods.  Had the value for this inventory been instead assigned to intellectual property, which is an amortizable intangible asset, the use of the associated assets would have been expensed as amortization.  Amortization is a component of the non-GAAP measure, Adjusted Earnings from continuing operations.  As a result of the above, the Company considers the sale of these units as non-cash and notes the inventory was acquired at no additional cost.

As of March 31, 2020, the remaining inventory obtained from Theravance was comprised of approximately $2.7 million in Vibativ finished goods and approximately $7.3 million in substantially completed Vibativ work in process inventory. The Company expects that these non-cash cost of sales associated with this inventory will continue to impact its Adjusted Earnings measure, throughout the balance of 2020.  The Company expects that the adjustments will continue through 2021 and potentially part of 2022, depending on how rapidly the inventory is sold.

The Company expects that once new supplies of the product are manufactured, its future costs of products sold for Vibativ will be lower than it is currently experiencing. In those future periods, the Company expects that it will incur cash expenses, rather than the current non-cash expense, and it will have an improved gross margin.

Cumberland evaluated the financial impact of the inventory acquired at no additional costs and management believes that this adjustment provides meaningful information to investors about Cumberland’s Vibativ operations and provides comparability of results in the historical and future periods presented.

U.S. Securities and Exchange Commission

July 22, 2020

Page 4

For these reasons, Cumberland believes that this adjustment will make the Adjusted Earnings measure more meaningful to the users of its financial statements in understanding the performance of its business over time.  As a result, Adjusted Earnings that includes an adjustment for the impact of Vibativ cost of product sold results in transparent disclosure that reflects the Company’s ongoing operations. The Company notes that Rule 100(b) of Regulation G only precludes the use of non-GAAP measures that are deemed misleading. The Company believes that the consistent presentation of Adjusted Earnings with the appropriate disclosure labelling the nature and purposes of the measure are not misleading to investors.

* * * * *

The Company acknowledges that:

•the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        We trust that Company has been responsive to the Commission’s comments.  If you have any questions or would like further information concerning the Company’s responses to your comment letter, please do not hesitate to contact me at (615) 255-0068.

             Sincerely,

             CUMBERLAND PHARMACEUTICALS, INC.

             /s/ Michael Bonner

             Name: Michael Bonner

             Title: Chief Financial Officer

Enclosure

United States securities and exchange commission logo
July 8, 2020
Michael Bonner
Senior Director Accounting & Finance, Chief Financial Officer
CUMBERLAND PHARMACEUTICALS INC
2525 West End Avenue, Suite 950
Nashville, TN 37203
Re:CUMBERLAND PHARMACEUTICALS INC
Form 10-K for the Fiscal Year Ended December 31, 2019
File No. 001-33637
Dear Mr. Bonner:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 9A - Controls and Procedures, page 73
1.Your conclusion refers to only a portion of the definition of disclosure controls and
procedures in Exchange Act Rules 13a-15(e) and 15d-15(e). In this regard, it appears your
conclusion applies only to the portion referred to. Please confirm to us and revise to
clarify, if true, that your conclusion is in regard to the entirety of disclosure controls and
procedures as defined.
Item 2.02 Form 8-K filed May 20, 2020
Exhibit 99.1, page 10
2.Please explain how you determine the adjustment for the “impact of Vibativ cost of
product sold” to arrive at your non-GAAP measure, Adjusted Earnings from continuing
operations. For example, clarify whether the adjustment relates to the entirety of the
$21,550,000 of inventory acquired that is allocated to cost of sales for the periods

 FirstName LastNameMichael Bonner
 Comapany NameCUMBERLAND PHARMACEUTICALS INC
 July 8, 2020 Page 2
 FirstName LastName
Michael Bonner
CUMBERLAND PHARMACEUTICALS INC
July 8, 2020
Page 2
presented. Explain to us how it represents a non-cash impact and why you characterize the
inventory as being acquired at no additional cost to the consideration paid to Theravance.
Please tell us the remaining amount of inventory you expect to impact this measure in
future periods and how long you expect it to be a material adjustment. Tell us how you
considered Rule 100(b) of Regulation G in evaluating the propriety of the adjustment,
given the net revenue for Vibativ included in net income and adjusted earnings from the
sale of this inventory in the periods presented.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

            You may contact Jeanne Baker, Staff Accountant, at 202-551-3691 or Terence
O'Brien, Accounting Branch Chief, at 202-551-3355 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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January 11, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-7010

Attention: Ms. Suzanne  Hayes

 Re:

 Cumberland Pharmaceuticals Inc.

 Registration Statement on Form S-3

 Filed November 7, 2017, amended on December 19, 2017 and January 8, 2018

 File No. 333-221402

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Cumberland Pharmaceuticals Inc. (the “Company”) hereby requests, with respect to the above-captioned Registration Statement, that the effective date for the Registration Statement be declared effective at 10:00 a.m. Eastern Standard Time on January 16, 2018, or as soon thereafter as possible.

In making the request, the Company hereby acknowledges that: (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of such effectiveness by a telephone call to Michael Bonner, Chief Financial Officer, at (615) 255-0068.

Sincerely,

CUMBERLAND PHARMECEUTICALS INC.

/s/ Michael P. Bonner

Michael P. Bonner

Chief Financial Officer

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ADAMS AND REESE LLP

December 29, 2017

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re:

 Cumberland Pharmaceuticals Inc.

 Registration Statement on Form S-3

 Filed November 7, 2017

 File No. 333-221402

Dear Ms. Hayes:

On behalf of Cumberland Pharmaceuticals Inc. ("Cumberland" or the "Company"), we are responding to comments of the Securities and Exchange Commission (the "Staff') set forth in the letter from the Staff dated November 17, 2017 (the "November 17, 2017 Letter"), with respect to the above-referenced Registration Statement on Form S-3 (the "S-3") and the comments of the Staff received telephonically on December 20, 2017 (the “Telephonic Comments”), with respect to the above-referenced Amendment No. 1 to Form S-3 (the “Amendment”).

For your convenience, we have repeated in bold type the comments and requests for additional information as set forth in your letter. Cumberland’s response follows each applicable comment or request.

Amendment No. 1 to Form S-3 Filed December 18, 2017

5.    Please tell us whether this sales method satisfies the "at the market offering" definition under Rule 415. If any sales method does not constitute a sales method that is deemed to be an "at the market offering" as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, please confirm that you will file an additional prospectus supplement at the time of such sales or tell us why such additional filing would not be necessary.

Response:  We believe that the sales method to be utilized satisfies the “at the market offering” definition under Rule 415.  If any material information with respect to a particular offering has been omitted the company confirms that it will file an additional prospectus supplement at the time of any such sales.

 We would welcome the opportunity to discuss any questions you may have with the Commission staff. I can be reached, at your convenience, at (601) 292-0745.

Sincerely,

ADAMS AND REESE, LLP

/s/ Phillip Buffington, Jr.

Phillip Buffington, Jr.

cc:

 Mr. A.J. Kazimi

 Chief Executive Officer

 Cumberland Pharmaceuticals, Inc.

 Mr. Michael Bonner

 Chief Financial Officer

 Cumberland Pharmaceuticals, Inc.

CORRESP
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		Document

ADAMS AND REESE LLP

December 18, 2017

Ms. Suzanne Hayes

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re:

 Cumberland Pharmaceuticals Inc.

 Registration Statement on Form S-3

 Filed November 7, 2017

 File No. 333-221402

Dear Ms. Hayes:

On behalf of Cumberland Pharmaceuticals Inc. (“Cumberland” or the “Company”), we are responding to comments of the Securities and Exchange Commission (the “Staff”) set forth in the letter from the Staff dated November 17, 2017 (the “November 17, 2017 Letter”), with respect to the above-referenced Registration Statement on Form S-3 (the “S-3”).

For your convenience, we have repeated in bold type the comments and requests for additional information as set forth in your letter. Cumberland’s response follows each applicable comment or request.

Form S-3 Filed November 7, 2017

Cover Page

1.

 Footnote (1) of your Calculation of Registration Fee table states that "separate consideration may or may not be received for the securities being registered...." To the extent that separate consideration is to be received, please confirm that the maximum aggregate amount of such consideration is included in the maximum aggregate offering price of $100,000,000 million of all securities sold.

Response: The maximum aggregate amount of consideration is included in the maximum aggregate offering price of $100,000,000.00 for all securities sold.

2.

 Footnote (3) of your Calculation of Registration Fee table indicates that your common stock includes preferred share purchase rights, which may be triggered by certain prescribed events. Please revise your filing to register these rights, describe the rights as required by Item 202 of Regulation S-K, incorporate by reference the Form 8-A relating to the rights, and file any agreements related to the rights as exhibit to the registration statement. Please also have counsel revise the legal opinion to provide an opinion that the rights are binding obligations of the registrant under the state law governing the rights.

Response: The Company has amended page 7 and 8 of the registration statement to add a description of the existing Series A Preferred Stock and Exhibit 4.2 was added with the detailed terms. There are no preferred share purchase rights included in the offering.  The Company has amended Footnote (3) to the Calculation

of Registration Fee to reflect this correction and the Legal Opinion has been amended to reflect this correction too.  There are no preferred stock purchase rights and no preferred stock purchase rights agreements.

Information Incorporated by Reference, page 22

3.

 Please incorporate by reference your Forms 8-K filed on January 13, 2017, January 20, 2017, February 3, 2017, and February 10, 2017.

Response: The Company has amended page 23 and S-11 of the registration statement to incorporate by reference the Form 10-Q for the quarter ended September 30, 2017, filed on November 8, 2017; Form 8-K filed by the Company on January 13, 2017, January 20, 2017, February 3, 2017 and February 10, 2017.

In addition the Company has amended page 23 and S-11 of the registration statement to incorporate by reference the Form 8-K filed by the Company on November 8, 2017 and December 8, 2017.

Plan of Distribution, page S-9

4.

 Please revise your sales agreement prospectus supplement to clarify that B. Riley FBR "is" or "will be deemed" rather than "may be deemed" an underwriter.

Response: The Company has amended page S-9 of the registration statement to incorporate the change request by adding the phrase B. Riley FBR “will be deemed” to be an underwriter.

5.

 You state in the prospectus supplement that B. Riley FBR may effect sales "to or through dealers." Please tell us whether this sales method satisfies the "at the market offering" definition under Rule 415. If any sales method does not constitute a sales method that is deemed to be an "at the market offering" as defined in Rule 415 or if any material information with respect to a particular offering has been omitted, please confirm that you will file an additional prospectus supplement at the time of such sales or tell us why such additional filing would not be necessary.

Response: The Company has amended page S-9 of the registration statement to delete the sentence; “B. Riley FBR may also effect sales to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from B. Riley FBR and/or purchasers of shares of common stock from whom they may act as agent or to whom they may sell as principal.”

We have also updated the date and amount being used as the closing price for the company’s common stock, as reported by Nasdaq has been updated to use December 12, 2017 and a price of $7.48 per share.  That has changed the cover page of the Registration Prospectus, the cover page for the Common Shares Prospectus and page S-4. With that change, the dilution discussion on page S-5 and S-8 had corresponding changes.  In addition, there were some minor changes to the Index to Exhibits, to reflect the amendments discussed above.  Finally, there were changes to the signature page to reflect signature as Power of Attorney.

We would welcome the opportunity to discuss any questions you may have with the Commission staff. I can be reached, at your convenience, at (601) 292-0745.

Sincerely,

ADAMS AND REESE, LLP

/s/ Phillip Buffington, Jr.

Phillip Buffington, Jr.

cc:

 Mr. A.J. Kazimi

 Chief Executive Officer

 Cumberland Pharmaceuticals, Inc.

 Mr. Michael Bonner

 Chief Financial Officer

 Cumberland Pharmaceuticals, Inc.

November 17, 2017
A.J. Kazimi
Chairman of the Board and Chief Executive Officer
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203
Re:Cumberland Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 7, 2017
File No. 333-221402
Dear Mr. Kazimi:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 Filed November 7, 2017
Cover Page
1.Footnote (1) of your Calculation of Registration Fee table states that "separate
consideration may or may not be received for the securities being registered...."  To the
extent that separate consideration is to be received, please confirm that the maximum
aggregate amount of such consideration is included in the maximum aggregate offering
price of $100,000,000 million of all securities sold.
2.Footnote (3) of your Calculation of Registration Fee table indicates that your common
stock includes preferred share purchase rights, which may be triggered by certain

 FirstName LastNameA.J.  Kazimi
 Comapany NameCumberland Pharmaceuticals Inc.
 June 16, 2017 Page 2
 FirstName LastName
A.J.  Kazimi
Cumberland Pharmaceuticals Inc.
November 17, 2017
Page 2
prescribed events.  Please revise your filing to register these rights, describe the rights as
required by Item 202 of Regulation S-K, incorporate by reference the Form 8-A relating
to the rights, and file any agreements related to the rights as exhibit to the registration
statement.  Please also have counsel revise the legal opinion to provide an opinion that
the rights are binding obligations of the registrant under the state law governing the
rights.
Information Incorporated by Reference, page 22
3.Please incorporate by reference your Forms 8-K filed on January 13, 2017, January 20,
2017, February 3, 2017, and February 10, 2017.
Plan of Distribution, page S-9
4.Please revise your sales agreement prospectus supplement to clarify that B. Riley FBR
"is" or "will be deemed" rather than "may be deemed" an underwriter.
5.You state in the prospectus supplement that B. Riley FBR may effect sales "to or through
dealers."  Please tell us whether this sales method satisfies the "at the market offering"
definition under Rule 415.  If any sales method does not constitute a sales method that is
deemed to be an "at the market offering" as defined in Rule 415 or if any material
information with respect to a particular offering has been omitted, please confirm that
you will file an additional prospectus supplement at the time of such sales or tell us why
such additional filing would not be necessary.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Erin Jaskot at 202-551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Phillip Buffington

Mail Stop 4720

September 23, 2015

Via E -mail
Rick S. Greene
Chief Financial Officer
Cumberland Pharmaceuticals, Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

Re: Cumberland Pharmaceuticals, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 9, 2015
File No. 001 -33637

Dear Mr. Greene :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Bryan J. Pitko for

Suzanne Hayes
Assistant Director

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September 14, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ms. Suzanne Hayes

Re:    Cumberland Pharmaceuticals Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed March 9, 2015

File No. 001-33637

Ladies and Gentlemen:

On behalf of Cumberland Pharmaceuticals Inc. (“Cumberland” or the “Company”), we are responding to comments of the Securities and Exchange Commission (the “Staff”) set forth in the letter from the Staff dated August 31, 2015 (the “August 31, 2015 Letter”), with respect to the above-referenced Form 10-K for Fiscal Year Ended December 31, 2014 (the “10-K”).

Please find enclosed the Trademarks and Patents discussion from the 10-K with our proposed revisions (clean and marked) to be included in future filings for your review.  The revised disclosure gives effect to the comments in the August 31, 2015 Letter.

For your convenience, we have repeated in bold type the comment and requests for additional information as set forth in the August 31, 2015 Letter.  Cumberland’s response follows the comment or request.

1.

 Trademarks and Patents, page 12

We note that you have provided patent information for Acetadote and Caldolor. Please expand your disclosure to provide material patent information for your other products, including:

•

 Specific products to which such patents or patent applications relate;

•

 Whether the patents are owned or licensed from third parties and from whom;

Ms. Suzanne Hayes

September 14, 2015

Page 2 of 2

•

 Type of patent protection such as composition of matter, use or process for your issued patents and patent applications;

•

 Patent expiration dates and expected expiration dates for patent applications;

•

 The jurisdictions where patents are issued and patent applications are pending; and

•

 Any contested proceedings and/or third party claims.

Response:

Cumberland intends to include the following additional disclosure in its future filings.

Vaprisol

We own numerous U.S. patents and related international patents for Vaprisol.  These patents were acquired in our February 2014 acquisition of certain product rights, intellectual property and related assets of Vaprisol from Astellas.  The primary patent is U.S. Patent No. 5,723,606 (the “606 Vaprisol Patent”) which includes composition of matter claims that encompass the Vaprisol formulation as well as methods for the intravenous treatment of patients with euvolemic hyponatremia.  The 606 Vaprisol Patent is listed in the FDA Orange Book and expires in December 2019.

Remaining Products

We have no issued patents for our Kristalose or Omeclamox-Pak products.  We have patent applications relating to our Hepatoren and Boxaban products pending with the USPTO.

Pursuant to the Staff’s request, the Company hereby acknowledges that it is the policy of the Commission that:

•

 The Company is responsible for adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments concerning this correspondence, please contact the undersigned at (615) 259-1405.

Ms. Suzanne Hayes

September 14, 2015

Page 3 of 3

Very truly yours,

ADAMS AND REESE LLP

 /s/ Kolin B. Holladay

Kolin B. Holladay

cc:

 A.J. Kazimi

 Chief Executive Officer

 Cumberland Pharmaceuticals Inc.

TRADEMARKS AND PATENTS

We own all the trademarks for each of our branded pharmaceutical products as well as for our corporate name and logo. We have applied for trademark registration for various other names and logos.  Over time, we intend to maintain registrations on trademarks that remain valuable to our business.

We seek to protect our products from competition through a combination of patents, trademarks, trade secrets, FDA exclusivity and contractual restrictions on disclosure. Proprietary rights, including patents, are an important element of our business. We seek to protect our proprietary information by requiring our employees, consultants, contractors and other advisors to execute agreements providing for protection of our confidential information upon commencement of their employment or engagement. We also require confidentiality agreements from entities that receive our confidential data or materials.

Acetadote and related litigation

We developed a new formulation of Acetadote (acetylcysteine) Injection as part of a Phase IV commitment in response to a request by the FDA to evaluate the reduction of EDTA from the product's formulation.  In April 2012, the USPTO issued U.S. Patent number 8,148,356 (the “356 Acetadote Patent”) which is assigned to us. The claims of the 356 Acetadote Patent encompasses the Acetadote formulation and includes composition of matter claims. Following its issuance, the 356 Acetadote Patent was listed in the FDA Orange Book. The 356 Acetadote Patent is scheduled to expire in May 2026, which time period includes a 270-day patent term adjustment granted by the USPTO.

Following the issuance of the 356 Acetadote Patent, we received separate Paragraph IV certification notices from InnoPharma, Inc. ("InnoPharma"), Paddock Laboratories, LLC (“Paddock”), Mylan Institutional LLC (“Mylan”), Sagent Agila LLC ("Sagent") and Perrigo Company ("Perrigo") challenging the 356 Acetadote Patent on the basis of non-infringement and/or invalidity. We responded by filing five separate infringement lawsuits, in the appropriate United States District Courts, to contest each of the challenges.

On November 12, 2012, we entered into a Settlement Agreement (the “Settlement Agreement”) with Paddock and Perrigo to resolve the challenges and the pending litigation with those two companies.  On November 1, 2013, the United States District Court filed opinions granting Sagent’s and InnoPharma’s motions to dismiss our suits and we agreed not to file an appeal or motion to reconsider, thereby resolving the challenges and the pending litigation with those two companies. The remaining infringement suit with Mylan is pending.

Under the Settlement Agreement, Paddock and Perrigo admit that the 356 Acetadote Patent is valid and enforceable and that any Paddock or Perrigo generic Acetadote product (with or without EDTA) would infringe upon the 356 Acetadote Patent. In addition, Paddock and Perrigo will not challenge the validity, enforceability, ownership or

1

patentability of the 356 Acetadote Patent through its expiration currently scheduled for May 2026. On November 12, 2012, in connection with the execution of the Settlement Agreement, we entered into a License and Supply Agreement with Paddock and Perrigo (the “License and Supply Agreement”).  Under the terms of the License and Supply Agreement, once a third party receives final approval from the FDA for an ANDA to sell a generic Acetadote product and such third party made such generic version available for purchase in commercial quantities in the United States, we supply Perrigo with an Authorized Generic version of our Acetadote product.

On May 18, 2012, we also submitted a Citizen Petition to the FDA requesting that the FDA refrain from approving any applications for acetylcysteine injection that contain EDTA, based in part on the FDA's request that we evaluate the reduction or removal of EDTA from its original Acetadote formulation. On November 7, 2012, the FDA responded to the Citizen Petition denying our request and on November 8, 2012, we learned that the FDA approved the ANDA referencing Acetadote filed by InnoPharma, Inc.  We brought suit against the FDA contesting the FDA's decision to approve the InnoPharma generic on November 13, 2012.   On September 30, 2013, the United States District Court filed an opinion granting a summary judgment in favor of the FDA regarding this suit.

As noted above, during 2012 the FDA approved the ANDA referencing Acetadote filed by InnoPharma, Inc. Upon this condition, in accordance with the License and Supply agreement with Perrigo, we began to supply Perrigo with our Authorized Generic.  On January 7, 2013, Perrigo announced initial distribution of our Authorized Generic acetylcysteine injection product.

On March 19, 2013, the USPTO issued U.S. Patent number 8,399,445 (the “445 Acetadote Patent”) which is assigned to us. The claims of the 445 Acetadote Patent encompass the use of the 200 mg/ml Acetadote formulation to treat patients with acetaminophen overdose. On April 8, 2013, the 445 Acetadote Patent was listed in the FDA Orange Book. The 445 Acetadote Patent is scheduled to expire in August 2025. Following the issuance of the 445 Acetadote Patent we received separate Paragraph IV certification notices from Perrigo, Sagent Pharmaceuticals, Inc., and Mylan challenging the 445 Acetadote Patent on the basis of non-infringement, unenforceability and/or invalidity.

On June 10, 2013, we became aware of a Paragraph IV certification notice from Akorn, Inc. challenging the 445 Acetadote Patent and the 356 Acetadote Patent on the basis of non-infringement. On July 12, 2013, we filed a lawsuit for infringement of the 356 Acetadote Patent against Akorn, Inc. in United States District Court.

On February18, 2014, the USPTO issued U.S. Patent number 8,653,061 (the “061 Acetadote Patent”) which is assigned to the Company. The claims of the 061 Acetadote Patent encompass the use of the 200 mg/ml Acetadote formulation to treat patients with acetaminophen overdose.  Following its issuance, the 061 Acetadote Patent was listed in the FDA Orange Book. The 061 Acetadote Patent is scheduled to expire in August 2025.

On May 13, 2014, the USPTO issued U.S. Patent number 8,722,738 (the “738 Acetadote Patent”) which is assigned to Cumberland.  The claims of the 738 Acetadote Patent encompass administration methods of acetylcysteine injection, without specification of the presence or lack of EDTA in the injection. Following its issuance, the 738 Acetadote Patent was listed in the FDA Orange Book and it is scheduled to expire in April 2032.

2

On December 11, 2014 and March 3, 2015, the Company became aware of Paragraph IV certification notices from Aurobindo Pharma Limited and Zydus Pharmaceuticals (USA) Inc., respectively, challenging the 356, 445, 061, and 738 Acetadote Patents on the basis of non-infringement.

We are considering our legal options and intend to continue to vigorously defend and protect our Acetadote product and related intellectual property rights.

We also have additional patent applications relating to Acetadote which are pending with the USPTO.

Caldolor

We are the owner of U.S. Patent No. 6,727,286, which is directed to ibuprofen solution formulations, methods of making the same, and methods of using the same, and which expires in 2021. This U.S. patent is associated with our completed international application No. PCT/US01/42894. We have filed for international patent protection in association with this PCT application in various countries, some of which have been allowed and some of which remain pending.

We have an exclusive, worldwide license to clinical data for intravenous ibuprofen from Vanderbilt University, in consideration for royalty obligations related to Caldolor.  During 2014, we obtained additional patents for the brand. On May 27, 2014, the USPTO issued U.S. Patent number 8,735,452 (the “452 Caldolor Patent”) which is assigned to us.  The claims of the 452 Caldolor Patent encompass methods of treating pain using intravenous ibuprofen.  Following its issuance, the 452 Caldolor Patent was listed in the FDA Orange Book and is scheduled to expire in September 2029.

On October 28, 2014, the USPTO issued U.S. Patent number 8,871,810 (the “810 Caldolor Patent”) which is assigned to us.  The claims of the 810 Caldolor Patent encompass methods of treating pain using intravenous ibuprofen.   Following its issuance, the 810 Caldolor Patent was listed in the FDA Orange Book and is scheduled to expire in September 2029. We also have additional patent applications related to Caldolor which are pending with the USPTO.

Vaprisol

We own numerous U.S. patents and related international patents for Vaprisol.  These patents were acquired in our February 2014 acquisition of certain product rights, intellectual property and related assets of Vaprisol from Astellas.  The primary patent is U.S. Patent No. 5,723,606 (the “606 Vaprisol Patent”) which includes composition of matter claims that encompass the Vaprisol formulation as well as methods for the intravenous treatment of patients with euvolemic hyponatremia.  The 606 Vaprisol Patent is listed in the FDA Orange Book and expires in December 2019.

Remaining Products

We have no issued patents for our Kristalose or Omeclamox-Pak products.  We have patent applications relating to our Hepatoren and Boxaban products pending with the USPTO.

3

TRADEMARKS AND PATENTS

We own all the trademarks for each of our branded pharmaceutical products as well as for our corporate name and logo. We have applied for trademark registration for various other names and logos.  Over time, we intend to maintain registrations on trademarks that remain valuable to our business.

We seek to protect our products from competition through a combination of patents, trademarks, trade secrets, FDA exclusivity and contractual restrictions on disclosure. Proprietary rights, including patents, are an important element of our business. We seek to protect our proprietary information by requiring our employees, consultants, contractors and other advisors to execute agreements providing for protection of our confidential information upon commencement of their employment or engagement. We also require confidentiality agreements from entities that receive our confidential data or materials.

Acetadote and related litigation

We developed a new formulation of Acetadote (acetylcysteine) Injection as part of a Phase IV commitment in response to a request by the FDA to evaluate the reduction of EDTA from the product's formulation.  In April 2012, the USPTO issued U.S. Patent number 8,148,356 (the “356 Acetadote Patent”) which is assigned to us. The claims of the 356 Acetadote Patent encompasses the Acetadote formulation and includes composition of matter claims. Following its issuance, the 356 Acetadote Patent was listed in the FDA Orange Book. The 356 Acetadote Patent is scheduled to expire in May 2026, which time period includes a 270-day patent term adjustment granted by the USPTO.

Following the issuance of the 356 Acetadote Patent, we received separate Paragraph IV certification notices from InnoPharma, Inc. ("InnoPharma"), Paddock Laboratories, LLC (“Paddock”), Mylan Institutional LLC (“Mylan”), Sagent Agila LLC ("Sagent") and Perrigo Company ("Perrigo") challenging the 356 Acetadote Patent on the basis of non-infringement and/or invalidity. We responded by filing five separate infringement lawsuits, in the appropriate United States District Courts, to contest each of the challenges.

On November 12, 2012, we entered into a Settlement Agreement (the “Settlement Agreement”) with Paddock and Perrigo to resolve the challenges and the pending litigation with those two companies.  On November 1, 2013, the United States District Court filed opinions granting Sagent’s and InnoPharma’s motions to dismiss our suits and we agreed not to file an appeal or motion to reconsider, thereby resolving the challenges and the pending litigation with those two companies. The remaining infringement suit with Mylan is pending.

Under the Settlement Agreement, Paddock and Perrigo admit that the 356 Acetadote Patent is

Mail Stop 4720

August 31 , 2015

Via E -mail
Rick S. Greene
Chief Financial Officer
Cumberland Pharmaceuticals , Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

Re: Cumberland Pharmaceuticals, Inc .
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 9 , 2015
File No. 001-33637

Dear Mr. Greene :

We have reviewed your filing an d have the following comments.  Please respond to these
comments  within ten busine ss days by providing the requested information or advis e us as soon
as possible when you will respond.  If you do not believe our comments apply to your facts and
circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Trademarks and Patents, page 12

1. We note that you have provided patent information for Acetadote and Caldolor.  Please
expand your disclosure to provide material patent information for your other products,
including:

 Specific products to which such patents or patent applications relate;
 Whether the patents are owned or licensed from third parties and from whom;
 Type of patent protection such as composition of matter, use or process for your
issued patents and patent ap plications;
 Patent expiration dates and expected expiration dates for patent applications;
 The jurisdictions where patents are issued and patent applications are pending;
and
 Any contested proceedings and/or third party claims.

Rick S. Greene
Cumberland Pharmaceuticals, Inc.
August 31 , 2015
Page 2

 We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Johnny Gharib  at (202) 551 -3170 or me at (202) 551 -3675  with any
questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Suzanne Hayes
Assistant Director

CORRESP
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filename1.htm

ACCELERATION  REQUEST

 [Cumberland Pharmaceuticals Letterhead]

November 14, 2012

Via EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549-7010

Attention: Mr. Jeffrey P. Riedler

Re:

Cumberland Pharmaceuticals Inc.

Registration Statement on Form S-3

Filed on September 25, 2012, and amended on October 26, 2012

Commission File No. 333-184091 (the “Registration Statement”)

 Ladies and Gentlemen:

 Cumberland Pharmaceuticals Inc. (the “Company”) hereby requests, with respect to the above-captioned Registration Statement, that the effective date for the Registration Statement be accelerated
so that it be declared effective at 10:00 a.m. Eastern Standard Time on November 15, 2012, or as soon thereafter as possible.

 In making the request, the Company hereby acknowledges that: (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Sincerely,

CUMBERLAND PHARMECEUTICALS INC.

By:

/s/ Rick S. Greene

Rick S. Greene

Vice President & Chief Financial Officer

cc:

Kolin B. Holladay, Esq.

Adams and Reese LLP

A.J. Kazimi

Cumberland Pharmaceuticals Inc.

CORRESP
1
filename1.htm

SEC Response Letter

 October 26, 2012

 Via E-mail and FedEx

 Mr. Jeffrey P. Riedler

Assistant Director

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
Cumberland Pharmaceuticals Inc.

Registration Statement on Form S-3

Filed September 25, 2012

File No. 333-184091

 Dear
Mr. Riedler:

 On behalf of Cumberland Pharmaceuticals Inc. (“Cumberland” or the “Company”), we are
responding to comments of the Securities and Exchange Commission (the “Staff”) set forth in the letter from the Staff dated October 1, 2012 (the “October 1, 2012 Letter”), with respect to the above-referenced Registration
Statement on Form S-3 (the “S-3”).

 For your convenience, we have repeated in bold type the comments and requests
for additional information as set forth in your letter. Cumberland’s response follows each applicable comment or request.

1.
Please amend page 15 of your registration statement to incorporate by reference the Form 8-K filed by the company on
April 11, April 20, May 18, May 24, June 29, and September 19, 2012. Please refer to Item 12(a)(2) of Form S-3. See also, General Instruction B to Form 8-K, and Items 5.02 and 5.07 of Form 8-K.

 Response: The Company has amended page 15 of the registration statement to incorporate by reference
the Form 8-K filed by the Company on April 11, April 20, May 18, May 24, June 29, and September 19, 2012.

2.
It appears that the registrant has a pending request for confidential treatment. Please be advised that we will not be in a position to consider a request for
acceleration of effectiveness of the registration statement until we resolve all issues concerning the confidential treatment request.

 Mr. Jeffrey P. Riedler

 October 26, 2012

  Page
 2

 Response: The Company respectfully notes your comments regarding requests for
confidential treatment and acceleration of effectiveness of the registration statement. The Company acknowledges that you will not be in a position to consider a request for acceleration of effectiveness of the registration statement until all
issues concerning the confidential treatment request are resolved.

 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) 259-1405.

 Very
truly yours,

 ADAMS AND REESE LLP

Kolin B. Holladay

cc:
A.J. Kazimi

Chief Executive Officer

Cumberland Pharmaceuticals, Inc.

Octo ber 1, 2012

Via E -mail
Mr. A. J. Kazimi
Chairman  and Chief Executive Officer
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 36203

Re: Cumberland Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  September 25 , 2012
  File No.  333-184091

Dear Mr. Kazimi :

We have limited our review of your registration statement to the issue s we have
addressed in our comment s.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why i n your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Registration Statement on Form S -3

1. Please amend page 15 of your registration statement to incorporate by reference the Form
8-K filed by the company on A pril 11, April 20, May 18, May 24, June 29, and September
19, 2012.  Please re fer to Item 12(a)(2) of Form S -3.  See also, General Instruction B to
Form 8 -K, and Items 5.02 and 5.07  of Form 8 -K.

Pending Confidential Treatment Application

2. It appears that the registrant has a pending request for confidential treatment.  Please be
advised that we will not be in a position to consider a request for acceleration of
effectiveness of the registration statement until we resolve all issues concerning the
confidential treatment request.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and

Mr. A.J. Kazimi
Cumberland Pharmaceuticals, Inc.
October  1, 2012
Page 2

 all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John Krug  at (202) 551 -3262 , Dan Greenspan, Branch Chief, at (202)
551-3623,  or me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel Greenspan

 Jeffrey P. Riedler
Assistant Director

cc: Kolin B. Holladay , Esq.
Adams and Reese LLP
Fifth Third Financial Center
424 Church Street, Suite 2700
Nashville, Tennessee 37219

CORRESP
1
filename1.htm

Correspondence Letter

 May 9, 2012

 Via Email

 Ms. Christina Chalk

Senior Special Counsel

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:  Cumberland Pharmaceuticals Inc.

 Schedule TO-I

Filed April 24, 2012

 Dear
Ms. Chalk:

 As you know, we filed a response on May 7, 2012 to the comments set forth in the letter from the Securities and Exchange
Commission (the “Staff”) dated May 3, 2012 (the “May 3 Letter”), with respect to the above-referenced issuer tender offer statement (the “Schedule TO-I”). As a follow up to our telephone conversation yesterday, I
wanted to clarify Cumberland Pharmaceuticals Inc.’s (“Cumberland” or the “Company”) responses filed on May 7, 2012 in our correspondence filing. Specifically, I wanted to clarify our responses to Comment 1 and Comment 4
of the May 3 Letter. All capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Offer to Exchange.

 Cumberland is not intending to restrict the participation of any of the option holders in connection with the exchange program (the “Exchange Program”). In connection with Comment 1 and Comment
4 set forth in the May 3 Letter, we are not aware of anyone in any jurisdiction that could not accept the opportunity to exchange “underwater” options for restricted stock (the “Offer to Exchange”). In addition, we are not
mailing or distributing materials related to the Exchange Program into any jurisdiction where the Company is aware that such Offer to Exchange is illegal.

 Pursuant to the Staff’s request, the Company hereby acknowledges that it is the policy of the Commission that:

•

 The Company is responsible for adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

 Ms. Christina Chalk

 May 9, 2012

 Page 2 of 2

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions or comments concerning these comments, please contact the undersigned at
(615) 259-1450.

 Very truly yours,

 Adams and Reese LLP

 Kolin B. Holladay

cc:   A.J. Kazimi

Chief Executive Officer

 Cumberland Pharmaceuticals Inc.

CORRESP
1
filename1.htm

Correspondence to the SEC

 May 7, 2012

 Via Email

 Ms. Christina Chalk

Senior Special Counsel

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:

Cumberland Pharmaceuticals Inc.

Schedule TO-I

Filed April 24, 2012

 Dear Ms. Chalk:

 On behalf of Cumberland Pharmaceuticals Inc. (“Cumberland” or the “Company”), we are responding to comments of the Securities and Exchange Commission (the “Staff”) set forth
in the letter from the Staff dated May 3, 2012, with respect to the above-referenced issuer tender offer statement (the “Schedule TO-I”). As you are aware the Schedule TO-I was filed in connection with an exchange program (the
“Exchange Program”), whereby eligible participants were presented with the opportunity to exchange “underwater” options for restricted stock (the “Offer to Exchange”).

In addition to responding to your comments, contemporaneous with this communication, the Company has submitted its Schedule TO/A containing certain
amendments to the Exchange Program (the “Schedule TO/A”). In addition to the amendments described in our responses below, the Schedule TO/A amends the chart in Section 1 of Part III of the Offer to Exchange to insert an inadvertently
omitted conversion rate of 0.2501 for options granted on March 26, 2010 with a grant price of $11.29 for options with a five year term.

For your convenience, we have repeated in bold type the comments and requests for additional information as set forth in your letter. Cumberland’s
response follows each applicable comment or request. All capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Offer to Exchange.

 Offer to Exchange—Important Notice, page 1

1.
The disclosure here states that the “Exchange Program is not being made to, and we will not accept any election to exchange Eligible Option Grants from or on
behalf of, option holders in any jurisdiction in which our making the Offer to Exchange or accepting any tendered options for exchange is or would be illegal. However, we may in our sole discretion take the actions we deem necessary for us to make
this Offer to Exchange to option holders in such jurisdiction.” Please provide your analysis as to how limiting participation in this manner is consistent with Rule 13e-4(f)(8)(i). See Section II.G.1 of Securities Exchange Act Release
No. 58597 (September 19, 2008).

 Response:

At the outset, it should be noted that the Company inserted the language quoted above out of an abundance of caution. At this time the
Company is aware of no offeree that resides in a jurisdiction that prohibits the actions contemplated in the Exchange Program.

If the Company had been aware of any offeree residing in a jurisdiction that prohibits tender offers such as the Exchange Program, the
Company would have crafted the Exchange Offer to exclude such offeree from the Exchange Program.

 Therefore, in order to ensure
that the Company’s intent is clear, the Schedule TO/A deletes the language referenced above and inserts the following in its place: “The Exchange Program is not being made to any option holders in any jurisdiction where the Company is
aware of a law, regulation or judicial order that would prohibit the Offer to Exchange, or the acceptance of any tendered options for exchange.”

 Ms. Christina Chalk

 May 4, 2012

 Page 2 of 3

 Administration and Timing of Exchange Program, Page 8

2.
In your response letter, tell us why you have limited the means of electing to participate in the Exchange Program to electronic means only. Explain why, in the
context of the relationship between the Company and the eligible option holders who may tender into this offer, this is not a practical limitation on the ability to accept. Alternatively, consider providing an alternate means of tender. We may have
additional comments.

 Response:

The Company believes that the Exchange Program’s limitation of the means of electing to participate to electronic means only does not
constitute a practical limitation on the ability of any offeree to accept. Nevertheless, the Exchange Program as amended by the Schedule TO/A now permits election by other means.

The Exchange Program’s limitation of the means of electing to participate to electronic means only does not constitute a practical
limitation on the ability of any offeree to accept, because each of the offerees has access to the means to elect to participate by electronic means. The majority of the offerees are officers or employees of the Company. As such, these offerees have
access to Company issued information technology equipment, including all equipment necessary to accept electronically, and are expected to make electronic communication on a regular basis in the normal course of their duties. Furthermore, the
Company is not aware of any offeree that is unable to use electronic communications as required in the Schedule TO-I. Thus, the Company has reason to believe that the Exchange Program’s limitation of the means of electing to participate to
electronic means only does not constitute a practical limitation on the ability of any offeree to accept.

 Nevertheless, to
ensure that the Exchange Program avoids any and all barriers to participation, the Exchange Program has been amended by the Schedule TO/A to permit election by mail.

3.
See our last comment above. Tell us how the offer materials were disseminated. If by electronic means only, provide the same supplemental analysis.

 Response:

 The Exchange Program’s offer materials were disseminated to each offeree on April 24, 2012 either by hand delivery or via overnight courier. The Company believes that such dissemination was
reasonable and effective.

 Is the Company required to Accept my Eligible Option Grant for exchange?, page 9

4.
See comment 1 above with respect to the disclosure here on your ability to reject tenders that you determine are “unlawful.”

Response:

As described in our response to Question 1, the Company did not intend to exercise discretion over the acceptance of tendered options,
rather it merely wished to avoid illegality. Therefore, the Company has amended the language of this section to reflect the language of our response to Question 1.

 Ms. Christina Chalk

 May 4, 2012

 Page 3 of 3

 Who can I talk to if I have questions about the offer?, page 12

5.
The disclosure here indicates that you intend to hold question and answer sessions about the Exchange Program. Please file any written materials used in these
sessions as offer materials.

 Response:

The Company will file any written materials used in question and answer sessions upon the scheduling of such sessions and the
determination of the materials to be used in such sessions.

 Pursuant to the Staff’s request, the Company hereby acknowledges that it is
the policy of the Commission that:

•

 The Company is responsible for adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions or comments concerning these comments, please contact the undersigned at
            .

 Very truly yours,

Adams and Reese LLP

 Kolin B. Holladay

 cc:

A.J. Kazimi

Chief Executive Officer

Cumberland Pharmaceuticals, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 3, 2012

Via Email
Kolin Holladay Adams and Reese LLP Fifth Third Center 424 Church Street, Suite 2700 Nashville, Tennessee 37219
Re:  Cumberland Pharmaceuticals, Inc.
Schedule TO-I Filed April 24, 2012

Dear Mr. Holladay:
The staff in the Office of Mergers and Ac quisitions in the Division of Corporation
Finance has conducted a limited review of th e filing listed above. The scope of our
review is limited to the matters identifie d below. All defined terms have the same
meaning as in your filing, unless otherwise noted. Please respond to this letter promptly by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  In some of our comments, we may ask you to provide us w ith information so we may better understand
your disclosure.

Offer to Exchange  - Important Notice, page 1

 1. The disclosure here states that the “Exc hange Program is not being made to, and
we will not accept any election to exchange  Eligible Option Grants from or on
behalf of, option holders in any jurisd iction in which our making the Offer to
Exchange or accepting any tendered options fo r exchange is or would be illegal.
However, we may in our sole discretion take the actions we deem necessary for us to make this Offer to Exchange to opti on holders in such jurisdiction.”  Please
provide your analysis as to how limiting participation in this manner is consistent

Kolin Holladay, Esq.
Adams and Reese LLP May 3, 2012 Page 2

 with Rule 13e-4(f)(8)(i).  See Sec tion II.G.1 of Securities Exchange Act
Release No. 58597 (September 19, 2008).
Administration and Timing of Exchange Program, page 8

2. In your response letter, te ll us why you have limited the means of electing to
participate in the Exchange Program to electronic means only. Explain why, in the
context of the relationship between the Company and the eligible option holders
who may tender into this offer, this is not a practical limitation on the ability to
accept. Alternatively, consider providing an alternate means of tender. We may have additional comments.
3. See our last comment above. Tell us how th e offer materials were disseminated. If
by electronic means only, provide the same supplemental analysis.

Is the Company required to Accept my Elig ible Option Grant for exchange?, page 9

 4.  See comment 1 above with respect to the di sclosure here on your ability to reject
tenders that you determine are “unlawful.”
Who can I talk to if I have que stions about the offer?, page 12

5. The disclosure here indicate s that you intend to hold question and answer sessions
about the Exchange Program. Please file  any written materials used in these
sessions as offer materials.
 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Exchange Act of 1934 and all app licable Exchange Act rules require. Since
Scientific Games Corporation and its ma nagement are in possession of all facts
relating to a company’s disclosure, they  are responsible for the accuracy and
adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the
company acknowledging that:
 the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;

Kolin Holladay, Esq.
Adams and Reese LLP May 3, 2012 Page 3

  staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect
to the filing; and
 the Company may not assert sta ff comments as a defense in any
proceeding initiated by the Comm ission or any person under the
federal securities laws of the United States.
 Please do not hesitate to contact me at 202- 551-3263 with any questi ons about the above
comments or any other matters  related to your filing.

Sincerely,   /s/ Christina Chalk  Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions

CORRESP
1
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SEC Acceleration Request / Cumberland

CUMBERLAND PHARMACEUTICALS INC.

2525 West End Avenue

Suite 950

Nashville, TN 37203

August 5, 2009

Via Facsimile (202-772-9217) and EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Jeffrey Riedler, Esq.

    Re:

    Cumberland Pharmaceuticals Inc.

    Registration Statement on Form S-1

    Commission File No. 333-142535 (the “Registration Statement”)

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cumberland
Pharmaceuticals Inc. hereby requests, with respect to the above-captioned registration statement
(“Registration Statement”), that the effective date for the Registration Statement be accelerated
so that it be declared effective at 3:00 p.m. EDT on Monday, August 10, 2009, or as soon thereafter
as possible.

     The Registrant acknowledges that (i) should the Commission or the staff of the Commission,
acting pursuant to delegated authority, declare the filing effective, such declaration does not
foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and (iii) the Registrant may not assert the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Sincerely,

CUMBERLAND PHARMACEUTICALS INC.

    By:
         /s/ A.J. Kazimi

         A.J. Kazimi

         Chief Executive Officer

    cc:

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

Martin Brown, Esq., Adams and Reese LLP

Donald J. Murray, Esq., Dewey & LeBoeuf LLP

August 5, 2009

BY FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Cumberland Pharmaceuticals Inc.

Registration Statement on Form S-1

File No. 333-142535

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the
representatives of the prospective underwriters of the proposed sale of Common Stock of Cumberland
Pharmaceuticals Inc. (the “Company”), hereby join in the request of the Company that the
effectiveness of the Registration Statement on Form S-1 (File No. 333-142535) relating to such
shares be accelerated so that the Registration Statement will become effective by 3:00 P.M. Eastern
Time on Monday, August 10, 2009, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the
foregoing, please note that we have effected to date approximately the following distribution of
the Preliminary Prospectus dated July 29, 2009:

    5,101

    to

    2,680

    institutions/individuals

    9,600

    to

    4

    prospective underwriters

    0

    to

    0

    others.

* * *

    Very truly yours,

    UBS Securities LLC
 Jefferies
and Company, Inc.
 Wells
Fargo Securities, LLC
 Morgan
Joseph & Co. Inc.

    By: UBS Securities LLC

    By: /s/ Daniel H. Klausner

    Name: Daniel H. Klausner
Title:
Executive Director

    By: /s/ Kristen Kusmierz

    Name: Kristen Kusmierz
Title:
Director

Mail Stop 4720
July 29, 2009
 A.J. Kazimi  Chairman and Chief Executive Officer Cumberland Pharmaceuticals Inc. 2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

Re:  Cumberland Pharmaceuticals Inc.
Amendment No. 19 to Registrati on Statement on Form S-1/A
Supplemental Response Filed July 28, 2009
File No. 333-142535

Dear Mr. Kazimi:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

A.J. Kazimi
Cumberland Pharmaceuticals Inc.
July 29, 2009
Page 2

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

Prospectus Summary

Recent Developments, page 3

1. Have all closing procedures been comp leted, including recording adjustments for
expense accruals and taxes?  If closing procedures have not been completed, then
the preliminary unaudited results do not a ppear to be in conformity with GAAP
and should be removed from the document.

If all closing procedures have been  completed and the results are in
conformity with GAAP, then please revi se to present net income, and present
expected net revenue, operating income a nd net income per share, rather than
ranges.

*  *  *  *  *
  As appropriate, please amend your filing in response to these comments. You may
wish to provide us with marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that  we may have additional comments after
reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings revi ewed by the staff to be certain  that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not relieve the company

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 29, 2009
Page 3

from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert this ac tion as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

In addition, please be advise d that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a conf irmation of the fact that t hose requesting acceleration are
aware of their respective responsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, gran t acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request
at least two business days in advanc e of the requested effective date.

You may contact Donald Abbott at (202) 551-3608 if you have questions
regarding comments on the financial statements  and related matters. Please contact Rose
Zukin at (202) 551-3239, Suzanne Hayes at  (202) 551-3675, or me  at (202) 551-3715
with any other questions.
Sincerely,

Jeffrey P. Riedler Assistant Director
 cc:  Martin S. Brown, Esq.
Adams and Reese LLP 424 Church Street, Suite 2800 Nashville, Tennessee 37219

CORRESP
1
filename1.htm

SEC Response Letter

(LETTERHEAD OF ADAMS & REESE LLP)

July 29, 2009

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey Riedler

    Re:

    Cumberland Pharmaceuticals Inc.

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

Supplemental Response Filed July 28, 2009

File No. 333- 142535

Ladies and Gentlemen:

     We
are responding to the comment received in a letter dated July 29, 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 comment
contained in Mr. Riedler’s letter of July 29, 2009.

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

Prospectus Summary

Recent Developments, page 3

    1.

    Have all closing procedures been completed, including recording adjustments for expense
accruals and taxes? If closing procedures have not been completed, then the preliminary
unaudited results do not appear to be in conformity with GAAP and should be removed from the
document.

United States Securities and Exchange Commission

July 29, 2009

Page 2

         If all closing procedures have been completed and the results are in conformity
with GAAP, then please revise to present net income, and present expected net
revenue, operating income and net income per share, rather than ranges.

    Response: The Company will comply with this comment by omitting the proposed
disclosure section entitled “RECENT DEVELOPMENTS” from the Prospectus Summary of
Amendment 20 of the Company’s Registration Statement.

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/jf

    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

CORRESP
1
filename1.htm

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

Mail Stop 4720
July 23, 2009
  A.J. Kazimi Chairman and CEO Cumberland Pharmaceuticals Inc. 2525 West End Avenue, Suite 950 Nashville, Tennessee 37203
 Re: Cumberland Pharmaceuticals Inc.
  Registration Statement on Form S-1, Amendment 19
  Filed July 17, 2009   File No. 333-  142535

Dear Mr. Kazimi:   We have reviewed your filing and have the following comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

A. J. Kazimi
Cumberland Pharmaceuticals, Inc. July 23, 2009 Page 2

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.
 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 clar ify 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.
 Liquidity and Capital Resources, page 43

3. Please revise 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.
 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.

* * *
  As appropriate, please amend your registration statement in response to these comments.  You may wish to provide us with marked copies of the amendment to

A. J. Kazimi
Cumberland Pharmaceuticals, Inc. July 23, 2009 Page 3

expedite our review.  Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.   You may contact Don Abbott at (202) 551-3608 if you have questions regarding comments on the financial statements and related matters.  Please contact Rose Zukin at (202) 551-3239 or Suzanne Hayes at ( 202) 551-3675 with any other questions.
         S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Martin S. Brown, Esq.  Virginia Boulet, Esq.  Adams and Reese LLP  424 Church Street, Suite 2800  Nashville, Tennessee 37219

CORRESP
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CORRESP

July 17, 2009

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. Jeffrey P. Riedler

    Assistant Director

    Re:

    Cumberland Pharmaceuticals Inc.

    Form S-1 Registration Statement

    File No. 333-142535

Ladies and Gentlemen:

     We represent Cumberland Pharmaceuticals Inc. (the “Company”) in connection with its filing of
a Registration Statement on Form S-1 (File No. 333-142535). In response to Comment No. 48 of a
comment letter of the Commission Staff dated June 8, 2007, we submitted letters dated June 22 and
June 29, 2007, in which we provided a reconciliation of the difference between the strike price of
stock options granted by the Company in 2007 and what we anticipated to be the range of value of
the Company’s stock to be sold to investors in the public offering that year. In anticipation of
similar concerns in regard to options granted by the Company in 2009, we are providing this
supplemental letter.

     The Company’s board of directors determined the fair market value of the Company’s common
stock to be $13.00 per share in January 2009. The board made this determination based, in part,
upon a December 2008 analysis by the firm of Morgan Joseph & Co. Inc. In its analysis, Morgan
Joseph applied a valuation methodology based on projected free cash flows and trading multiples of
comparable public companies, taking into account that there was no public trading market for the
Company’s common stock. In January and February 2009, the Company issued options to purchase
108,340 shares of common stock at a per-share exercise price of $13.00, the fair market value per
share. On February 16, 2009, the Company issued options to exercise 30,000 shares at 110% of the
fair market value, or $14.30 per share, to one shareholder who beneficially owned more than 10% of
the total combined voting power of all classes of stock of the Company.

Adams And Reese llp

United States Securities and Exchange Commission

July 17, 2009

Page 2

     Amendment 19 of the Company’s Registration Statement contains an expected price range for the
offering of $19.00 to $21.00 per share. The difference in value between the exercise prices for
options issued in January and February 2009 and the price range estimated in Amendment 19 is
attributable to several factors:

    Ø

    In June 2009, the FDA approved Caldolor, which we believe is our most
significant product opportunity to date, for treatment of pain and fever, and a
marketing launch of Caldolor is imminent and expected to occur later this year.

    Ø

    Sales of Acetadote have continued to increase.

    Ø

    The Company has continued development of new products and new markets for
existing products.

     Another factor in the valuation difference between January 2009 and July 2009 is that the
price per share of Cadence Pharmaceuticals Inc., a listed company with a pharmaceutical product
under development for treatment of pain and fever and a comparable company to the Company, has
increased more than 50%, year-to-date in 2009.

     The higher price range for the IPO also reflects improvement in general stock market
conditions, as reflected in the increases in the market indices during the past seven months. The
NASDAQ Composite Index and Standard and Poor’s 500 Composite Stock Price Index have risen 20.2% and
5.7%, respectively, year-to-date in 2009. In addition, the IPO market, although choppy, has shown
the ability to finance companies and is slowly opening.

     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 Virginia Boulet.

    Sincerely yours,

    ADAMS AND REESE LLP

    /s/  Martin S. Brown, Jr.

    cc:

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

Suzanne Hayes, Esq., United States Securities and Exchange Commission

A.J. Kazimi, Cumberland Pharmaceuticals Inc.

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

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filename1.htm

SEC CORRESP

(LETTERHEAD OF ADAMS AND REESE LLP)

May 7, 2009

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rose Zukin, Esq.

              Re:

    Cumberland Pharmaceuticals Inc.

Registration Statement on Form S-1/A, Amendment No. 17

Filed April 9, 2009

File No. 333- 142535

Dear Ms. Zukin:

     This letter is in response to comments received on April 22, 2009 by telephone with respect to
Amendment No. 17 to the Registration Statement on Form S-1/A of Cumberland Pharmaceuticals filed
April 9, 2009 (the “Registration Statement”).

     While Cumberland Pharmaceuticals Inc. establishes corporate objectives and individual
objectives for its named executive officers on an annual basis, it does not set quantifiable
targets related to those objectives to determine compensation. Accordingly, it proposes to revise
the paragraph beginning on page 76 and ending on page 77 of the Registration Statement in order to
notify investors that it does not use such targets in setting compensation. The proposed revisions
are blacklined in the following paragraph:

In making compensation determinations, our compensation committee considers
published survey data to guide compensation decisions and then considers the
performance of each named executive officer through a review of annual corporate and
individual objectives. In 2008 and previous years, the committee has used the
Radford Global Life Sciences Survey of approximately 650 pharmaceutical and
biotechnology companies to ensure that our compensation practices are competitive
relative to our industry and size based on number of employees. The survey provides
benchmarking data for base salary, annual bonuses and long-term equity incentive
awards, and we target the midpoint in the range of reported compensation for
positions held by each named executive officer. The committee then determines
adjustments in each element of compensation paid to our named executive officers
based on a review of annually

ADAMS AND REESE LLP

United States Securities and Exchange Commission

May 7, 2009

Page 2

established
corporate and individual objectives. These annual objectives ^ help us identify achievements made by our executive officers and
are not related to any quantifiable targets for determining compensation ^. Increases or decreases in compensation in relation to
the midpoint of the range ^ identified in the Radford survey are ^ based on our compensation committee’s subjective
review of each individual’s performance, as well as other factors including the
committee’s assessment of the executive officer’s past experience, knowledge, future
potential and the scope of his or her responsibilities.

     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

    /s/ Martin S. Brown, Jr.

    Martin S. Brown, Jr.

    MSB/jf

    cc:

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

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

CORRESP
1
filename1.htm

SEC CORRESP

(LETTERHEAD OF ADAMS AND REESE LLP)

April 9, 2009

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey Riedler

    Re:

    Cumberland Pharmaceuticals Inc.

Amendment No. 16 to Registration Statement on Form S-1/A

File No. 333-142535

Filed March 18, 2009

Ladies and Gentlemen:

     We are responding to comments received in a letter dated March 30, 2009 from Mr. Jeff Riedler
to A.J. Kazimi of Cumberland Pharmaceuticals Inc. with respect to Amendment No. 16 to Registration
Statement on Form S-1/A filed March 18, 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 Inc. (the
“Company”) to the comments contained in Mr. Riedler’s letter of March 30, 2009.

Amendment No. 16 to Registration Statement on Form S-1/A

Compensation

Compensation Discussion and Analysis, page 75

Our executive compensation programs, page 77

    1.

    We note your response to Comment 4 and reissue the comment in part. We note your
statement on page 77, “[t]he committee then determines adjustments in each element of
compensation paid to our named executive officers based on a review of annually established
corporate and individual objectives.” Please revise to provide a more specific discussion
of the corporate objectives and each officer’s individual objectives. If the objectives
included targets or were quantified, then the discussion should be quantified and/or should
identify the

Adams And Reese llp

United States Securities and Exchange Commission

April 9, 2009

Page 2

    targets. Please state whether these targets were achieved, and how this information was
used by the compensation committee to adjust each element of compensation paid.

     Response: The Company has complied with this request by inserting three new paragraphs
on page 77 to provide a more specific discussion of corporate and individual objectives and
performance and evaluation of these issues by the compensation committee.

     We would welcome the opportunity to discuss any questions you may have. I can be reached, at
your convenience, at (615) 259-1479. In my absence, please ask to speak with Kolin Holladay or
Virginia Boulet.

Sincerely,

ADAMS AND REESE LLP

/s/ Martin S. Brown, Jr.

Martin S. Brown, Jr.

    MSB/jf

Enclosure

    cc:

    Ms. Rose Zukin, United States Securities and Exchange Commission

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

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

Mail Stop 6010
March 30, 2009
 A.J. Kazimi  Chairman and Chief Executive Officer Cumberland Pharmaceuticals Inc. 2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

Re:  Cumberland Pharmaceuticals Inc.
Amendment No. 16 to Registrati on Statement on Form S-1/A
Filed March 18, 2009
File No. 333-142535

Dear Mr. Kazimi:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

A.J. Kazimi
Cumberland Pharmaceuticals Inc.
March 30, 2009
Page 2

Amendment No. 16 to Registration Statement on Form S-1/A

Compensation

Compensation Discussion and Analysis, page 75

Our executive compensation programs, page 77

1. We note your response to Comment 4 and re issue the comment in part.  We note
your statement on page 77, “[t]he committee then determines adjustments in each
element of compensation paid to our name d executive officers based on a review
of annually established corporate and indi vidual objectives.”  Please revise to
provide a more specific discussion of th e corporate objectives and each officer’s
individual objectives.  If the objectives in cluded targets or were quantified, then
the discussion should be quantified and/or s hould identify the targets.  Please state
whether these targets were achieved, and how this information was used by the compensation committee to adjust each element of compensation paid.

*  *  *  *  *

 As appropriate, please amend your filing in response to these comments. You may
wish to provide us with marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that  we may have additional comments after
reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings revi ewed by the staff to be certain  that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

A.J. Kazimi
Cumberland Pharmaceuticals Inc. March 30, 2009
Page 3

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing eff ective, does not relieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert this ac tion as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

In addition, please be advise d that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a conf irmation of the fact that t hose requesting acceleration are
aware of their respective responsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, gran t acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request
at least two business days in advanc e of the requested effective date.

You may contact Donald Abbott at (202) 551-3608 if you have questions
regarding comments on the financial statements  and related matters. Please contact Rose
Zukin at (202) 551-3239, Suzanne Hayes at  (202) 551-3675, or me  at (202) 551-3715
with any other questions.
Sincerely,

Jeffrey P. Riedler Assistant Director
 cc:  Martin S. Brown, Esq.
Adams and Reese LLP 424 Church Street, Suite 2800 Nashville, Tennessee 37219

CORRESP
1
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SEC Corresp

(LETTERHEAD
OF ADAMS AND REESE LLP)

March 18, 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. 15

Filed February 18, 2009

File No. 333- 142535

Ladies and Gentlemen:

We are responding to comments received in a letter dated March 5, 2009 from Mr. Jeffrey Riedler to
A.J. Kazimi of Cumberland Pharmaceuticals Inc. with respect to Amendment No. 15 to the Registration
Statement on Form S-1/A of Cumberland Pharmaceuticals filed February 18, 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. We enclose a copy of Amendment No. 16 to the
Registration Statement filed today, which is marked to reflect the changes made to Amendment No.
15.

The following paragraphs set forth the responses of Cumberland Pharmaceuticals to the comments
contained in Mr. Riedler’s letter of March 5, 2009. Page references in our responses are to page
locations in Amendment No. 15.

General

    1.

    We note you intend to request confidential treatment for portions of exhibit
10.16, the Third Amended and Restated Loan Agreement with Bank of America. Please file
your confidential treatment request as soon as possible. We will not be in a position
to declare your registration statement effective until the confidential treatment
request has been reviewed and any issues have been resolved.

United States Securities and Exchange Commission

March 18, 2009

Page 2

        Response: The Company complied with this request by submitting a confidential treatment
request to the Commission on February 18, 2009 and by sending the Commission a duplicate copy of
the original submission on March 11, 2009.

Management

Officers and Directors, page 66

    2.

    Please refer to the first sentence of this subsection, which reads “[t]he
following table sets forth the names and ages of our directors, executive and key
managers as of January 31, 2008.” Please update your table to a more recent date.

        Response: The table on page 66 of Amendment No. 15 includes names and ages of the individuals
listed as of January 31, 2009. To comply with this comment, the Company changed the date
immediately above the table on Page 67 of Amendment No. 16 to January 31, 2009.

Compensation

Compensation Discussion and Analysis, page 75

Our executive compensation programs, page 76

    3.

    We note your statement on page 76, “[i]n 2009, adjustments to our executive
officer’s total compensation were made based on an analysis of current market pay
levels of peer companies and in published surveys.” To the extent you used peer
companies and surveys and engaged in bench marketing to determine executive salaries in
2008, please identify the peer companies and surveys you used. If you did not engage
in bench marking, please explain how you used the data from the peer companies and
surveys to determine salaries.

        Response: The Company has complied with this comment by inserting a second paragraph
under the heading “Our executive compensation programs” on page 77 of Amendment No. 16 in
order to identify the survey used to determine executive salaries in 2008 and to explain how
the Company used the data to determine salaries.

    4.

    We note your disclosure on pages 76 through 78 relating to long term equity
compensation, the 1999 Stock Option Plan, the 2007 Long Term Incentive Compensation
Plan and discretionary bonuses. Your discussion does not provide a sufficient
analysis. Please revise the discussion to provide the Board’s analysis in determining
the amount of equity incentives and cash bonuses. To the extent the Board identified
any corporate and/or individual

United States Securities and Exchange Commission

March 18, 2009

Page 3

    goals, targets, or thresholds these items should be identified and described. The
discussion should clarify which goals, if any, were met and how this information was
used to determine awards to each named executive officer.

     Response: The Company has complied with this comment by amending the disclosure on
pages 77 through 78 of Amendment No. 16 to provide the additional analysis requested by the
Commission.

     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

/s/ Martin S. Brown, Jr.

Martin S. Brown, Jr.

    MSB/smm

    cc:

    Ms. Rose Zukin, United States Securities and Exchange Commission

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

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

Mail Stop 6010
March 5, 2009
 A.J. Kazimi  Chairman and Chief Executive Officer Cumberland Pharmaceuticals Inc. 2525 West End Avenue, Suite 950  Nashville, Tennessee 37203
Re:  Cumberland Pharmaceuticals Inc.
Amendment No. 15 to Registration Statement on Form S-1/A Filed February 18, 2009 File No. 333-142535

Dear Mr. Kazimi:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our  comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. A.J. Kazimi
March 5, 2009 Page 2

 General

1. We note you intend to request confidential treatment for portions of exhibit 10.16,
the Third Amended and Restated Loan Agreement with Bank of America.  Please file your confidential treatment request as soon as possible.  We will not be in a position to declare your registration statement effective until the confidential treatment request has been reviewed and any issues have been resolved.
 Management

 Officers and Directors, page 66

2. Please refer to the first sentence of this subsection, which reads “[t]he following
table sets forth the names and ages of our directors, executive officers and key managers as of January 31, 2008.”  Please update your table to a more recent date.
 Compensation

 Compensation Discussion and Analysis, page 75

 Our executive compensation programs, page 76

3. We note your statement on page 76, “[i]n 2009, adjustments to our executive
officers’ total compensation were made based on an analysis of current market pay levels of peer companies and in published surveys.”  To the extent you used peer companies and surveys and engaged in bench marking to determine executive salaries in 2008, please identify the peer companies and surveys you used.  If you did not engage in bench marking, please explain how you used the data from the peer companies and surveys to determine salaries.

4. We note your disclosure on pages 76 through 78 relating to long term equity
compensation, the 1999 Stock Option Plan, the 2007 Long Term Incentive Compensation Plan and discretionary bonus es.  Your discussion does not provide
a sufficient analysis.  Please revise the discussion to provide the Board’s analysis in determining the amount of equity incentives and cash bonuses.  To the extent the Board identified any corporate and/or individual goals, targets, or thresholds these items should be identified and described.  The discussion should clarify which goals, if any, were met and how this information was used to determine awards to each named executive officer.

*  *  *  *  *
 As appropriate, please amend your filing in response to these comments. You
may wish to provide us with marked copies of the amendment to expedite our review.

Mr. A.J. Kazimi
March 5, 2009 Page 3

Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.

Mr. A.J. Kazimi
March 5, 2009 Page 4

Please contact Rose Zukin at (202)  551-3239, Suzanne Hayes at (202) 551-3675,
or me at (202) 551-3715 with any questions.
Sincerely,

Jeffrey P. Riedler Assistant Director
 cc:  Martin S. Brown, Esq.
Adams and Reese LLP 424 Church Street, Suite 2800 Nashville, Tennessee 37219

Mail Stop 6010
June 17, 2008
 A.J. Kazimi  Chairman and Chief Executive Officer Cumberland Pharmaceuticals Inc. 2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

Re:  Cumberland Pharmaceuticals Inc.
Amendment No. 11 to Registrati on Statement on Form S-1/A
Filed June 9, 2008
File No. 333-142535

Dear Mr. Kazimi:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as detailed  as necessary in your explanation. In some
of our comments, we may ask you to provide us with supplemental information so we
may better understand your disclosure. After re viewing this information, we may or may
not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to  working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at  the telephone numbers listed at the end of this letter.
 Amendment No. 11 to Registration Statement on Form S-1/A

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Si gnificant Judgments and Estimates

A.J. Kazimi
Cumberland Pharmaceuticals Inc.
June 17, 2008 Page 2  Stock-Based Compensation, page 33

1. You disclose that one of the factors in establishing the fair value of your common
stock is the review of third-party valu ation reports secured from time to time by
management.  Please name the third part y that provided valu ation reports to
management and provide their consent in the registration statement.  If Morgan
Joseph & Co. Inc. provided the third-part y valuation reports, please clarify your
disclosure and provide a currently dated consent from this firm.
 Business

 International Sales and Marketing, page 59

2. Please disclose the aggregate potential milestone payments receivable pursuant to
your agreements with Alveda Pharmaceuticals, Hospira Singapore, and Phebra.

Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm, page F-2

3. The report of KPMG LLP is missing a signa ture.  Please have KPMG LLP revise
their report to include a signature as re quired by Rule 2-02(a) of Regulation S-X.

*  *  *  *  *

As appropriate, please amend your filing in response to these comments. You may
wish to provide us with marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested supplemental information. Detailed cover letters greatly
facilitate our review. Please understand that  we may have additional comments after
reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings revi ewed by the staff to be certain  that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

A.J. Kazimi
Cumberland Pharmaceuticals Inc. June 17, 2008 Page 3
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not relieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert this ac tion as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

In addition, please be advise d that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a conf irmation of the fact that t hose requesting acceleration are
aware of their respective responsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, gran t acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request
at least two business days in advanc e of the requested effective date.

You may contact Donald Abbott at (202) 551-3608 if you have questions
regarding comments on the financial statements  and related matters. Please contact Rose
Zukin at (202) 551-3239, Suzanne Hayes at  (202) 551-3675, or me  at (202) 551-3715
with any other questions.

Sincerely,

Jeffrey P. Riedler Assistant Director
 cc:  Martin S. Brown, Esq.
Adams and Reese LLP
424 Church Street, Suite 2800
Nashville, Tennessee 37219

CORRESP
1
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CORRESP

August 6, 2007

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, Amendment 4

    Filed July 23, 2007

    File No. 333- 142535

Ladies and Gentlemen:

     We are responding to comments received in a letter dated August 3, 2007 from Mr.
Jeffrey Riedler to A.J. Kazimi of Cumberland Pharmaceuticals Inc. with respect to Amendment
No. 4 to the Registration Statement on Form S-1 of Cumberland Pharmaceuticals filed July 23,
2007. For ease of review, we have repeated in bold type the comments and requests for
additional information exactly as set forth in Mr. Riedler’s letter. We enclose a marked
copy of Amendment No. 5 to the Registration Statement.

     The following paragraphs set forth the responses of Cumberland Pharmaceuticals to the
comments contained in Mr. Riedler’s letter of August 3, 2007. Page references in our
responses are to Amendment No. 5.

FORM S-1

General

    1.

    We received the revised confidential treatment application in response to
comment 1. However, it requests confidential treatment only through July 18,
2007. Since that date is now passed, please submit unredacted versions of the
letters on EDGAR.

    Response:

    In compliance with this comment, the Company has filed today
unredacted copies of our letters to the Commission Staff dated June 22, 2007
and June 29, 2007.

Adams And Reese llp

United States Securities and Exchange Commission

August 6, 2007

Page 2

     Dilution, page 27

    2.

    You quantify total consideration from existing shareholders as
$12,223,208 which appears to be inconsistent with the amounts for preferred
and common stock in your condensed consolidated balance sheet at March 31,
2007. Please revise the introductory paragraph to the table on page 28 to
clarify how the total consideration from existing shareholders is calculated.

    Response:

    The Company has complied with this comment by amending the table
on page 28 to reflect the actual aggregate receipts by the Company for shares
sold to existing shareholders (as reported on the Company’s March 31, 2007
balance sheet).

     Exhibit 23.3 — Consent of Morgan Joseph & Co. Inc.

    3.

    Since you have revised the disclosure related to your
valuation analysis at December 2006 that Morgan Joseph & Co. Inc. assisted
management in its preparing the valuation analysis for board review, please
file a currently dated consent from Morgan Joseph & Co. Inc.

    Response: The Company has complied with this comment by filing with
Amendment No. 5 a currently dated consent of Morgan Joseph & Co. Inc.

     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 Virginia Boulet.

Sincerely,

ADAMS AND REESE LLP

/s/ Martin S. Brown, Jr.

MSB:jad

    cc:

    Greg Belliston, Esq., United States Securities and Exchange Commission

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

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

    Virginia Boulet, Esq., Adams and Reese LLP

Mail Stop 6010

        August 3, 2007

A.J. Kazimi
Chairman and CEO
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

 Re: Cumberland Pharmaceuticals Inc.
  Registration Statement on Form S-1, Amendment 4
  Filed July 23, 2007
  File No. 333-  142535

Dear Mr. Kazimi:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-1

General

1. We received the revised confidential tr eatment application in response to
comment 1.  However, it requests conf idential treatment only through July 18,
2007.  Since that date is now passed, pl ease submit unredacted versions of the
letters on EDGAR.

A.J. Kazimi
Cumberland Pharmaceuticals Inc. August 3, 2007 Page 2
Dilution, page 27

2. You quantify total consideration from  existing shareholders as $12,223,208 which
appears to be inconsistent  with the amounts for pref erred and common stock in
your condensed consolidated balance sheet at March 31, 2007. Please revise the introductory paragraph to the table on  page 28 to clarify how the total
consideration from existing shareholders is calculated.

Exhibit 23.3 – Consent of Morgan Joseph & Co. Inc.

3. Since you have revised the disclosure re lated to your valuation analysis at
December 2006 that Morgan Joseph & Co. Inc. assisted management in its preparing the valuation analysis for boar d review, please file a currently dated
consent from Morgan Joseph & Co. Inc.

* * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

 You may contact Todd Sherman at (202)  551-3665 or James Rosenberg at (202)
551-3679 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Martin S. Brown, Esq.
 Adams and Reese LLP
 424 Church Street, Suite 2800
 Nashville, Tennessee 37219

CORRESP
1
filename1.htm

CORRESP

CUMBERLAND PHARMACEUTICALS INC.

2525 West End Avenue

Suite 950

Nashville, TN 37203

August 3, 2007

Via Facsimile (202-772-9217) and EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Jeffrey Riedler, Esq.

    Re:

    Cumberland Pharmaceuticals Inc.

    Registration Statement on Form S-1

    Commission File No. 333-142535 (the “Registration Statement”)

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cumberland
Pharmaceuticals Inc. hereby requests, with respect to the above-captioned registration statement
(“Registration Statement”), that the effective date for the Registration Statement be accelerated
so that it be declared effective at 2:00 p.m. EDT on Tuesday, August 7, 2007, or as soon thereafter
as possible.

     The Registrant acknowledges that (i) should the Commission or the staff of the Commission,
acting pursuant to delegated authority, declare the filing effective, such declaration does not
foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and (iii) the Registrant may not assert the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Sincerely,

CUMBERLAND PHARMACEUTICALS INC.

    By:
    /s/ A.J. Kazimi

    A.J. Kazimi

    Chief Executive Officer

    cc:

    Greg Belliston, Esq., United States Securities and Exchange Commission

    Martin Brown, Esq., Adams and Reese LLP

    Virginia Boulet, Esq., Adams and Reese LLP

    Donald J. Murray, Esq., Dewey Ballantine LLP

CORRESP
1
filename1.htm

CORRESP

Attorneys
at Law
Baton Rouge

    Birmingham

    Houston

    Jackson

    Memphis

    Mobile

    Nashville

    New Orleans

    Washington, DC

August 3, 2007

Martin S. Brown, Jr.

Direct (615) 259-1479

E-Fax (615) 259-1470

martin.brown@arlaw.com

Via Facsimile (202-772-9217)

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Jeffrey Riedler, Esq.

    Re:

    Cumberland Pharmaceuticals Inc.

    Registration Statement on Form S-1

    Commission File No. 333-142535 (the “Registration Statement”)

Dear Mr. Riedler:

     In connection with the above-referenced Registration Statement, we are transmitting to you by
facsimile a request from Cumberland Pharmaceuticals Inc. to accelerate the effective time of the
Registration Statement to 2:00 p.m. EDT on Tuesday, August 7, 2007, or as soon thereafter as
possible.

     We very much appreciate your kindness in expediting the required approvals to have the
Registration Statement declared effective. If you have any questions or comments, I can be reached
at (615) 259-1450. In my absence, please ask to speak with Virginia Boulet.

    Sincerely,

    ADAMS AND REESE LLP

    /s/ Martin S. Brown, Jr.

    cc:

    Greg Belliston, Esq., United States Securities and Exchange Commission

Mr.
A.J. Kazimi

    Virginia Boulet, Esq., Adams and Reese LLP

    Donald J. Murray, Esq., Dewey Ballantine LLP

CORRESP
1
filename1.htm

CORRESP

August 3, 2007

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:

    Cumberland Pharmaceuticals Inc.

    Registration Statement on Form S-1

    File No. 333-142535

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the
representatives of the prospective underwriters of the proposed sale of Common Stock of Cumberland
Pharmaceuticals Inc. (the “Company”), hereby join in the request of the Company that the
effectiveness of the Registration Statement on Form S-1 (File No. 333-142535) relating to such
shares be accelerated so that the Registration Statement will become effective by 2:00 P.M. Eastern
Time on Tuesday, August 7, 2007, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the
foregoing, please note that we have effected to date approximately the following distribution of
the Preliminary Prospectus dated July 23, 2007:

    3,837 to 2,304

    institutions/individuals

    1,000 to 1,000

    prospective underwriters

    5,421 to 3,262

    others.

* * *

    Very truly yours,

UBS Securities LLC

Jefferies and Company, INC.

Wachovia Capital markets, LLC

Morgan Joseph & Co. INC.

    By:
    UBS Securities LLC

    By:
    /s/ Stephen Helfeld

    Name:
    Stephen Helfeld

    Title:
    Director

    By:
    /s/ Ashish Chabria

    Name:
    Ashish Chabria

    Title:
    Executive Director

CORRESP
1
filename1.htm

SEC Response Letter

July 23, 2007

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, Amendment 2

    Filed July 6, 2007

    File No. 333- 142535

Ladies and Gentlemen:

     We are responding to comments received in a letter dated July 17, 2007 from Mr. Jeffrey
Riedler to A.J. Kazimi of Cumberland Pharmaceuticals Inc. with respect to Amendment No. 2 to
the Registration Statement on Form S-1 of Cumberland Pharmaceuticals filed July 6, 2007.
For ease of review, we have repeated in bold type the comments and requests for additional
information exactly as set forth in Mr. Riedler’s letter. We enclose a marked copy of
Amendment No. 2 to the Registration Statement.

     The following paragraphs set forth the responses of Cumberland Pharmaceuticals to the
comments contained in Mr. Riedler’s letter of July 17, 2007. Page references in our
responses are to Amendment No. 2.

FORM S-1

General

    1.

    We note that pursuant to comment 1, you submitted the June 22, 2007 letter
on EDGAR on July 11, 2007, and you redacted certain portions. You also
submitted an additional correspondence on July 11, 2007 with certain
redactions. We received a confidential treatment request pursuant to Rule 406
under the Securities Act that covers these two letters. However, confidential
treatment requests for supplemental correspondence, as opposed to exhibits to
a registration statement, should be submitted through the process outlined in
Rule 83 under the Freedom of Information Act, not Rule 406 under the
Securities Act. Please revise your confidential treatment application in
accordance with Rule 83 and re-submit it.

Adams And Reese llp

United States Securities and Exchange Commission

July 23, 2007

Page 2

    Response:

    The Company has complied with this comment by revising the
Confidential Treatment Application in accordance with Rule 83 and resubmitting
it.

     Management’s Discussion and Analysis of Financial Condition and Results of Operations

     Critical Accounting Policies and Significant Judgments and Estimates Revenue

     Recognition. page 32

    2.

    Refer to your response to prior comment 7. Please disclose the
amount, if any, of your current provision for sales-related accruals that
related to sales made in prior periods.

    Response:

    The Company has complied with this comment by including the requested
amounts on page 32.

     Stock-Based Compensation, page 34

    3.

    We have read your response to prior comment 8; however, we
were unable to locate any disclosure that stated that the measurement models
used were to determine enterprise value. Please provide this disclosure or
advise us further. Also, it is not clear from your disclosure why all shares
were valued equally. Please expand your disclosure to explain why preferred
and common shares were valued equally. It appears that preferred shares have
certain economic or control rights that differ from common shares that would
result in the allocation of enterprise value to preferred and common
shares based on their relative economic and control rights.

    Response:

    The Company has complied with this comment by amending the paragraph
beginning at the bottom of page 34 and continuing at the top of page 35 in
order to disclose how the Company determined enterprise value and to explain
why common and preferred shares were valued equally.

     Manufacturing, page 60

    4.

    We note that in response to comment 11, you state that you
“will also file documentation to verify that Mayne assumed all of the rights
and obligations of F.H. Faulding & Co. Limited under the Strategic Alliance
Agreement dated July 21, 2000, between the Company and F. H. Faulding & Co.
Limited (previously filed as Exhibit 10.8 to the Registration Statement).”
Please file this documentation, as it does not appear to be filed with
amendment 2 or amendment 3 to your registration statement.

Adams And Reese llp

United States Securities and Exchange Commission

July 23, 2007

Page 3

    Response:

    The Company has complied with this comment by amending Exhibit 10.8
to include documentation of the assignment of the Strategic Alliance Agreement
by F.H. Faulding and Co. Limited to Mayne Pharma Pty. Ltd.

     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 Virginia Boulet.

Sincerely,

ADAMS AND REESE LLP

/s/ Martin S. Brown, Jr.

     MSB:jad

    cc:

    Greg Belliston, Esq., United States Securities and Exchange Commission

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

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

    Virginia Boulet, Esq., Adams and Reese LLP

Mail Stop 6010

        July 17, 2007

A.J. Kazimi
Chairman and CEO
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

 Re: Cumberland Pharmaceuticals Inc.
  Registration Statement on Form S-1, Amendment 2
  Filed July 6, 2007
  File No. 333-  142535

Dear Mr. Kazimi:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-1

General

1. We note that pursuant to comment 1, you submitted the June 22, 2007 letter on
EDGAR on July 11, 2007, and you redacted certain portions.  You also submitted an additional correspondence on July 11, 2007 with certain redactions.  We
received a confidential treatment re quest pursuant to Rule 406 under the
Securities Act that covers these two letters.  However, confidential treatment requests for supplemental correspondence, as opposed to exhibits to a registration

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 17, 2007 Page 2
statement, should be submitted through the process outlined in Rule 83 under the Freedom of Information Act, not Rule 406 under the Securities Act.  Please revise
your confidential treatment application in accordance with Rule 83 and re-submit it.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Si gnificant Judgments and Estimates

Revenue Recognition, page 32

2. Refer to your response to prior comment 7.  Please disclose th e amount, if any, of
your current provision for sales-related accruals  that related to sales made in prior
periods.

Stock-Based Compensation, page 34

3. We have read your response to prior comment 8; however, we were unable to
locate any disclosure that stated that the measurement models used were to
determine enterprise value.  Please provide this disclosure or advise us further.
Also, it is not clear from your disclosure  why all shares were valued equally.
Please expand your disclosure to explain why preferred and common shares were valued equally.  It appears that preferre d shares have certain economic or control
rights that differ from common shares th at would result in the allocation of
enterprise value to preferred and comm on shares based on their relative economic
and control rights.

Manufacturing, page 60

4. We note that in response to comment 11, you state that you “will also file documentation to verify that Mayne assume d all of the rights and obligations of
F.H. Faulding & Co. Limited under the St rategic Alliance Agreement dated July
21, 2000, between the Company and F. H. Faulding & Co. Limited (previously filed as Exhibit 10.8 to the Registrati on Statement).”  Please file this
documentation, as it does not appear to be  filed with amendment 2 or amendment
3 to your registration statement.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 17, 2007 Page 3
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Todd Sherman at (202)  551-3665 or James Rosenberg at (202)
551-3679 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Martin S. Brown, Esq.
 Virginia Boulet, Esq.
 Adams and Reese LLP
 424 Church Street, Suite 2800
 Nashville, Tennessee 37219

CORRESP
1
filename1.htm

CORRESP

Certain
portions of this correspondence have been omitted pursuant to a
request
 for confidential treatment which has been filed separately
with the SEC.

June 29, 2007

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. Jeffrey P. Riedler

    Assistant Director

    Re:

    Cumberland Pharmaceuticals Inc.

    Form S-1 Registration Statement

    File No. 333-142535

Ladies and Gentlemen:

     We represent Cumberland Pharmaceuticals Inc. (the “Company”) in connection with its filing of
a Registration Statement on Form S-1 (File No. 333-142535). On June 22, 2007, we responded to a
comment letter of the Commission Staff dated June 8, 2007. In our response to Comment No. 48, we
committed to provide the Staff by a supplemental letter with a reconciliation of the difference
between the strike price of stock options recently granted by the Company and what we anticipate to
be the range of value of the Company’s stock sold to investors in the public offering.

     In January and February 2007, the Company issued options to purchase 45,460 common shares
(less than 1% of the weighted average shares outstanding as of March 31, 2007). These options were
given a strike price of $22.00 per share, which the Company’s board of directors determined to be
the fair market value of a share of the Company’s common stock as of January 16, 2007. The board
made this determination based, in part, upon a December 2006 analysis by the firm of Morgan Joseph.
In its analysis, Morgan Joseph applied a valuation methodology based on projected free cash flows
and trading multiples of comparable public companies, taking into account that there was no public
trading market for the Company’s common stock. The $22.00 per share price equates to approximately
$220 million total equity value.

     In preliminary discussions with the underwriters in the public offering, the underwriters have
indicated that the pre-money valuation of the Company will be in the
range of $[***] to $[***].

     The difference in value between the January 2007 and the preliminary valuation range estimated
by the underwriters today is attributable to several factors but is primarily due to an

Adams And Reese llp

United States Securities and Exchange Commission

June 29, 2007

Page 2

increase in the Company’s projected net revenue, operating income and cash flows over the next five
years. The following factors contributed to the changes in the revised financial forecast:

    •

    Sales of Acetadote have been strong and changes in the market for Acetadote have
caused the Company to raise its forecasts. Clinical studies of Acetadote to
explore other potential indications for the product are underway.

    •

    Marketing of Kristalose has progressed considerably, and Miralax and Zelnorm,
two competitors of Kristalose, have left the U.S. prescription laxative market.

    •

    The Company has enrolled patients in new clinical trials for Amelior that have
commenced since January and are progressing towards completion.

    •

    The Company has continued development of new products and new markets for
existing products.

     Another factor in the valuation difference between January 2007 and June 2007 is that there
was a slightly greater assumed illiquidity discount in the January 2007 valuation.

     The higher price range for the IPO also reflects improvement in stock market conditions, as
reflected in the increases in the market indices during the past six months. The Dow Jones
Industrial Average, NASDAQ Composite Index, and Standard and Poor’s 500 Composite Stock Price Index
have risen eight percent, eight percent, and six percent, respectively, year-to-date in 2007.

     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 Virginia Boulet.

Sincerely yours,

ADAMS AND REESE LLP

/s/
Martin S. Brown, Jr.

    cc:

    Greg Belliston, Esq., United States Securities and Exchange Commission

    A.J. Kazimi, Cumberland Pharmaceuticals Inc.

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

CORRESP
1
filename1.htm

CORRESP

Certain
portions of this correspondence have been omitted pursuant to a
request
 for confidential treatment which has been filed separately
with the SEC.

June 22, 2007

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. Jeffrey P. Riedler

    Assistant Director

    Re:

    Cumberland Pharmaceuticals Inc.

    Form S-1 Registration Statement

    File No. 333-142535

Ladies and Gentlemen:

     We are responding supplementally to comments received in a letter dated June 8, 2007 from Mr.
Jeffrey P. Riedler to Mr. A.J. Kazimi with respect to the Form S-1 Registration Statement of
Cumberland Pharmaceuticals Inc. filed on May 1, 2007.

     1) To fulfill our response to your Comment No. 8, we hereby provide the Commission a copy of
the article entitled “An update of N- acetylcysteine treatment for acute acetaminophen toxicity in
children” by Laurie Marzullo, published by Lippincott Williams & Wilkins, Curr Opin Pediatr
17:239-245, 2005.

     2) To fulfill our response to your Comment No. 28, we hereby advise the Commission Staff that
the Company considers the following public companies to be its peers: Myriad Genetics, Inc.
(“MYGN”), Bradley Pharmaceuticals, Inc. (“BDY”), Nabi Biopharmaceuticals (“NABI”), Forest
Laboratories, Inc. (“FRX”) and Salix Pharmaceuticals, Ltd (“SLXP”).

     3) To fulfill our response to your Comment No. 48, we hereby provide the following itemized
chronological schedule covering all equity instruments issued by the Company since January 1, 2006:

Securities and Exchange Commission

June 22, 2007

Page 2

CUMBERLAND PHARMACEUTICALS INC

COMMON STOCK CERTIFICATES

    Certificate

    Issued

    Number of

    Issue

    Value of Shares

    Number

    Name

    Related Party

    Price

    Shares

    Date

    Transacted

    Nature of Grant

    389

    [***]

    Board member

    $
    18.00

    6,000

    2/1/2006

    108,000.00

    Services

    390

    [***]

    Sr V.P. and Medical
Director

    $
    18.00

    1,350

    2/1/2006

    24,300.00

    Services

    415

    [***]

    Board member

    $
    22.00

    1,091

    12/29/2006

    24,002.00

    Services

    416

    [***]

    Board member

    $
    22.00

    1,091

    12/29/2006

    24,002.00

    Services

    417

    [***]

    Board member

    $
    22.00

    1,091

    12/29/2006

    24,002.00

    Services

    418

    [***]

    Board member

    $
    22.00

    3,136

    12/29/2006

    68,992.00

    Services

    425

    [***]

    Board member

    $
    22.00

    2,200

    2/1/2007

    48,400.00

    Services

    426

    [***]

    Board member

    $
    22.00

    3,318

    2/1/2007

    72,996.00

    Services

    427

    [***]

    Consultant

    $
    22.00

    2,500

    2/1/2007

    55,000.00

    Services

    428

    [***]

    Sr V.P. and Medical
Director

    $
    22.00

    2,600

    2/1/2007

    57,200.00

    Services

    429

    [***]

    HR Consultant

    $
    22.00

    1,000

    2/1/2007

    22,000.00

    Services

OPTIONS GRANTED

    Underlying

    Exercise price

    Number of

    Grant

    Term

    Number

    Name

    Related Party

    Stock Value

    Stock Value

    Shares

    Date

    (in years)

    Nature of Grant

    N-104

    [***]

    Consultant

    $
    18.00

    $
    18.00

    10,000

    1/31/2006

    60 days after vest

    Services

    N-105

    [***]

    CET consultant

    $
    18.00

    $
    18.00

    2,000

    1/31/2006

    10

    Services

    I-45

    [***]

    employee

    $
    18.00

    $
    19.80

    10,000

    6/30/2006

    5

    Employee incentives

    I-46

    [***]

    employee

    $
    18.00

    $
    18.00

    6,500

    6/30/2006

    10

    Employee incentives

    I-47

    [***]

    employee

    $
    18.00

    $
    18.00

    5,500

    6/30/2006

    10

    Employee incentives

    I-48

    [***]

    employee

    $
    18.00

    $
    18.00

    1,300

    6/30/2006

    10

    Employee incentives

    I-49

    [***]

    employee

    $
    18.00

    $
    18.00

    1,000

    6/30/2006

    10

    Employee incentives

    I-50

    [***]

    employee

    $
    18.00

    $
    18.00

    7,500

    7/17/2006

    10

    Employee incentives

    I-51

    [***]

    employee

    $
    18.00

    $
    18.00

    1,575

    9/1/2006

    10

    Employee incentives

    I-52

    [***]

    employee

    $
    18.00

    $
    18.00

    1,200

    10/15/2006

    10

    Employee incentives

    I-53

    [***]

    employee

    $
    18.00

    $
    18.00

    1,400

    10/15/2006

    10

    Employee incentives

    I-54

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-55

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-56

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-57

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-58

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-59

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-60

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-61

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-62

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

Securities and Exchange Commission

June 22, 2007

Page 3

    Underlying

    Exercise price

    Number of

    Grant

    Term

    Number

    Name

    Related Party

    Stock Value

    Stock Value

    Shares

    Date

    (in years)

    Nature of Grant

    I-63

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-64

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-65

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-66

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    1/1/2007

    10

    Employee incentives

    I-67

    [***]

    employee

    $
    22.00

    $
    22.00

    6,000

    2/2/2007

    10

    Employee incentives

    I-68

    [***]

    employee

    $
    22.00

    $
    22.00

    6,000

    2/2/2007

    10

    Employee incentives

    I-69

    [***]

    employee

    $
    22.00

    $
    22.00

    5,000

    2/2/2007

    10

    Employee incentives

    I-70

    [***]

    employee

    $
    22.00

    $
    22.00

    5,000

    2/2/2007

    10

    Employee incentives

    I-71

    [***]

    employee

    $
    22.00

    $
    22.00

    4,000

    2/2/2007

    10

    Employee incentives

    I-72

    [***]

    employee

    $
    22.00

    $
    22.00

    3,000

    2/2/2007

    10

    Employee incentives

    I-73

    [***]

    employee

    $
    22.00

    $
    22.00

    2,000

    2/2/2007

    10

    Employee incentives

    I-74

    [***]

    employee

    $
    22.00

    $
    22.00

    500

    2/2/2007

    10

    Employee incentives

    N-106

    [***]

    CET consultant

    $
    22.00

    $
    22.00

    7,000

    2/2/2007

    10

    Services

    I-75

    [***]

    employee

    $
    22.00

    $
    22.00

    460

    2/26/2007

    10

    Employee incentives

WARRANTS GRANTED

    Underlying

    Exercise price

    Number of

    Grant

    Term

    Number

    Name

    Related Party

    Stock Value

    Stock Value

    Shares

    Date

    (in years)

    Nature of Grant

    W-3

    Bank of America, N.A.

    NO

    $
    18.00

    $
    18.00

    1,979

    4/6/2006

    10

    Loan Agreement Fee

     If you have any additional questions, please call the undersigned at (615) 259-1479.

Sincerely yours,

ADAMS AND REESE LLP

/s/
Martin S. Brown, Jr.

    cc:

    Mary K. Fraser, Esq., United States Securities and Exchange Commission

    A.J. Kazimi, Cumberland Pharmaceuticals Inc.

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

Enclosure

CORRESP
1
filename1.htm

CORRESP

June 28, 2007

VIA FED EX

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. Jeffrey P. Riedler

    Assistant Director

    Re:

    Cumberland Pharmaceuticals Inc. (the “Company”)

    Form S-1 Registration Statement

    File No. 333-142535

Ladies and Gentlemen:

     We are responding supplementally to comments received in a letter dated June 8, 2007 from Mr.
Jeffrey P. Riedler to Mr. A.J. Kazimi with respect to the Form S-1 Registration Statement of
Cumberland Pharmaceuticals Inc. filed on May 1, 2007.

     Please note that the Company has determined that it no longer intends to include graphic
materials in the prospectus. Accordingly, we will not be providing the Commission with a copy of
any graphic materials in connection with this Registration Statement.

     If you have any additional questions, please call the undersigned at (615) 259-1479.

Sincerely yours,

ADAMS AND REESE LLP

/s/
Martin S. Brown, Jr.

    cc:

    Greg Belliston, United States Securities and Exchange Commission

    A.J. Kazimi, Cumberland Pharmaceuticals Inc.

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

CORRESP
1
filename1.htm

SEC Response Letter

Attorneys at Law

Baton Rouge

Birmingham

Houston

Jackson

Memphis

Mobile

Nashville

New Orleans

Washington, DC

July 6, 2007

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, Amendment 1

    Filed June 22, 2007

    File No. 333- 142535

Ladies and Gentlemen:

     We are responding to comments received in a letter dated July 2, 2007 from Mr. Jeffrey
Riedler to A.J. Kazimi of Cumberland Pharmaceuticals Inc. with respect to Amendment No. 1 to
the Registration Statement on Form S-1 of Cumberland Pharmaceuticals filed June 22, 2007.
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. We enclose a copy of Amendment
No. 2 to the Registration Statement filed today, which is marked to reflect the changes made
to Amendment No. 1.

     The following paragraphs set forth the responses of Cumberland Pharmaceuticals to the
comments contained in Mr. Riedler’s letter of July 2, 2007. Page references in our
responses are to Amendment No. 2.

FORM S-1

General

    1.

    Please submit on EDGAR the supplemental correspondence and
other information dated June 22, 2007 that you submitted with your response
letter. These documents respond to comments 8, 28, and 48, and you did not
request confidential treatment for them.

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 2

     Response:

     The
Company will comply with this request by submitting the supplemental
correspondence dated June 22, 2007 on EDGAR next week. The Company will file an Application for Confidential Treatment with the Commission
related to this supplemental correspondence.

     Prospectus Summary, page 1

    2.

    We note your response to comment 8. Please cite in the filing
the source or sources that support your assertion that “NAC is accepted
worldwide as the standard of care for treating acetaminophen overdose.”

     Response:

     The
Company has complied with this comment by adding a reference to an article
printed in Current Opinion in Pediatrics to the first sentence of the third paragraph discussing
Acetadote on page 2 of the Prospectus Summary.

    3.

    We note your response to comment 5. Please disclose your
accumulated deficit in the “Risks Affecting Us” discussion on page 3.

     Response:

     The Company has complied with this comment by adding a new sentence to the end of the
Prospectus Summary section entitled “Risks Affecting Us” on page 3.

     Summary Consolidated Financial Data, page 5

    4.

    Please revise your table to only present pro forma net income
per share amounts for the most recent fiscal year and interim period presented.
Please refer to Rule 11-01(a) of Regulation S-X.

     Response:

     The Company has complied with this comment by revising the table on page 5 of Amendment No. 2
to include only the information required by Rule 11-01(a) of Regulation S-X.

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 3

     Use of Proceeds, page 24

    5.

    We note the revisions pursuant to comment 21. You are registering the
sale of up to $115 million in common stock, and you state specific uses of $32
million. Please state the planned uses for the remainder of the proceeds.

     Response:

     The Company has complied with this comment by amending the second paragraph on page 24 with
new disclosure that further clarifies that, while no assurances can be given and the Company is not
currently involved in discussions regarding a material acquisition, the Company hopes to use the
proceeds of this offering to acquire additional products for its sales forces to sell. The Company
has also complied with this comment by inserting a new bullet point in the third paragraph on page
24.

    6.

    We note the revisions pursuant to comment 22. Since Amelior
is in phase III trials, please state whether you expect the $4 million you
plan to spend on this drug candidate to be sufficient to complete the
product’s development and file a new drug application.

     Response:

     The Company has complied with this comment by changing the second bullet point in the third
paragraph of the “Use of proceeds” section on page 24 to clarify that it anticipates that $4.0
million will be sufficient to develop Amelior through the date that the Company submits an NDA on
Amelior to the FDA.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Significant Judgments and Estimates

Revenue Recognition, page 32

    7.

    Refer to your response to prior comment 26. We continue to
believe that your disclosure related to estimates that reduce gross revenue
such as chargebacks, discounts, rebates and product returns could be
improved. Please revise your disclosure and include the following:

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 4

    a.

    A roll forward of the accrual for each estimate for each
period presented showing the following:

    •

    Beginning balance,

    •

    Current provision related to sales made in current period,

    •

    Current provision related to sales made in prior periods,

    •

    Actual returns or credits in current period related to sales made
in current period,

    •

    Actual returns or credits in current period related to sales made
in prior periods, and

    •

    Ending balance.

     Response:

     The Company has complied with this comment by including a new table on page 33 of Amendment
No. 2 which includes the requested information with respect to its accruals related to gross
revenue.

     Stock-Based Compensation, page 34

    8.

    Please refer to your response to prior comment 27. Expand
your disclosure to provide the following information:

    a.

    Please clarify, if true, that the various
measurement models disclosed were used to determine your enterprise
value. Disclose how management selects the amount within the range of
values to determine your enterprise value as of each grant date.

     Response:

     The Company has complied with this comment by clarifying that various measurement models were
used to determine enterprise value and by adding a sentence to the second paragraph of the section
entitled “Stock-Based Compensation” on page 35 to clarify how management formulates its
recommendation to its Board of Directors with respect to the pricing of stock related compensation.

    b.

    As previously requested, please disclose the
method used to allocate enterprise value to the outstanding equity to
determine the fair value of the underlying common stock.

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 5

     Response:

     The Company has complied with this comment by amending the second paragraph of the section
entitled “Stock-Based Compensation” on page 35 to clarify that, in determining share value and
option exercise prices, enterprise value is assigned to all shares equally.

    c.

    State whether the valuations prepared by
independent third parties were performed contemporaneous or
retrospective.

     Response:

     The Company has complied with this comment by adding a sentence to the second paragraph of
the section entitled “Stock-Based Compensation” on page 35 of Amendment No. 2 indicating that
such valuations were performed contemporaneously with stock issuances and/or option grants.

    d.

    Disclose the name of the independent third
party valuation firm and provide their consent in the registration
statement.

     Response:

     The
Company has complied with this comment by amending the second paragraph of the section
entitled “Stock-Based Compensation” on page 35 of Amendment
No. 2 to identify Morgan Joseph & Co. Inc. as the third party which
assisted management in preparing a valuation analysis, and we have
included a consent of Morgan Joseph & Co. Inc. as Exhibit 23.3 to
Amendment No. 2.

    9.

    Refer to your response to prior comment 28. Please tell us on
a supplemental basis specifically why you determined these public companies
to be similar. Please address each company individually. Also explain to us
how you determined your expected volatility for 2006 and 2007 based on an
analysis of these companies.

     Response:

     There are several factors the Company considers when identifying other companies that it
believes are the most comparable to it for purposes of assigning a likely volatility factor to its
common stock. Specifically, the Company has based its stock volatility analysis on the following
companies for the reasons indicated:

     Myriad Genetics — due to this company’s industry segment (pharmaceutical) and its focus on
development of novel healthcare products, as well as its focus in generating revenue from

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 6

existing
products. Like Cumberland Pharmaceuticals, Myriad has a pipeline for early stage drug candidates
and develops late-stage (Phase III) development products. Additionally, Myriad is similar to the
Company in that its existing products are ‘mid-sized’ revenue generators. Like Cumberland
Pharmaceuticals, Myriad also has stock-based compensation expense, including stock option grants.

     Bradley Pharmaceutical — due to this company’s focus as a specialty pharmaceutical company
that provides product in niche specialty markets including gastroenterology, an area in which the
Company operates. Bradley is similar to the Company in that it has demonstrated a steady growth in
revenues and profitability. Bradley is also similar in that its revenue is generated by small
and/or mid-sized products, as compared with companies that generate the majority of their revenue
from large, block-buster type products.

     Nabi Pharmaceutical — due to this company’s industry segment (pharmaceuticals) and its focus
on niche and underserved markets, a similar approach to the Company. Like Cumberland
Pharmaceuticals, Nabi has research capabilities to develop drugs as well as having established
marketplace products. Nabi’s business strategy is similar to the Company’s in that both companies
are focused on optimizing the value of their current operations, building value through strategic
partnerships and commercial alliances and providing growth and value through research and
development of late-stage product candidates.

     Forest Laboratories — due to this company’s industry segment, its marketing strategy and its
development strategy and capabilities. Although significantly larger than the Company, Forest
demonstrates a similar business approach. Specifically, both Forest and Cumberland Pharmaceuticals
conduct clinical studies, manage the regulatory approval process, and market products to
physicians. Both companies also co-promote products as well as owning products outright.
Additionally, like Cumberland Pharmaceuticals, Forest incurs stock-based compensation expense
including stock option grants.

     Salix Pharmaceuticals — due to this company’s industry segment, and its focus on specialty
pharmaceuticals in the gastroenterology market. Like Cumberland Pharmaceuticals, Salix focuses
primarily on the U.S. market. Salix’ approach to research and development aims to identify
late-stage proprietary products, an approach also used by the Company. Both companies outsource
manufacturing and have focused specialty sales forces. Both Salix and Cumberland Pharmaceuticals
have demonstrated top line growth in revenue while forging ahead with development activities. Both
companies use stock-based compensation as a method of compensating their employees. Salix and
Cumberland Pharmaceuticals are both focused on growing their business by adding new products to
their portfolios via expanding the indications

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 7

for their current products, acquiring new products
and/or co-promoting selected third-party products.

     With respect to determining its stock volatility in 2006 and 2007, the Company calculated the
volatility for each of these companies based on the term of the option granted. The Company then
took an average of the volatility calculated for these peer companies and used that average as its
volatility rate.

     Liquidity and Capital Resources, page 41

    10.

    We note the revisions pursuant to comment 32. Please
disclose separately the minimum purchase amounts applying to
Kristalose and Acetadote.

     Response:

     The
Company has complied with this comment by amending the sixth paragraph on page 43 of
Amendment No. 2 to disclose minimum purchase requirements for each product.

     Business, page 47

    11.

    We note your response to comment 37.

    •

    Please clarify what type of “data on the use of intravenous
ibuprofen” the license from Vanderbilt University covers, as discussed
at the top of page 54. Also, describe the consideration you are
required to pay to Vanderbilt. This information would appear to be
material to investors.

     Response:

     The Company has complied with this comment by amending the paragraph beginning at the bottom
of page 53 and continuing at the top of page 54 in order to describe the data in more detail and
to set forth the consideration it is required to pay to Vanderbilt.

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 8

    •

    We note from the bullet point at the bottom of page 59 that Mayne
Pharma Pty. Ltd. is your exclusive manufacturer for Amelior and will
continue to be the exclusive manufacturer after FDA approval. Please
disclose the aggregate development, regulatory, and inspection and
audit costs you have paid to date. Also, please file this agreement as
an exhibit.

     Response:

     The Company has complied with this comment by amending the first bullet point on page 60 to
address the development, regulatory, inspection and audit costs that it has paid to date to Mayne
pursuant to this agreement. Cumberland Pharmaceuticals will also file documentation to verify that
Mayne assumed all of the rights and obligations of F.H. Faulding & Co. Limited under the Strategic
Alliance Agreement dated July 21, 2000, between the Company and F. H. Faulding & Co. Limited
(previously filed as Exhibit 10.8 to the Registration Statement).

    •

    Please revise to disclose the terms of the release between
you and Bertek Pharmaceuticals.

     Response:

     The Company has complied with this comment by amending the second full paragraph in the
“Kristalose” section on page 56 to describe the release entered into by Bertek and the
Company.

    •

    Regarding the agreement with Inventiv Commercial Services, we
understand from a June 27, 2007 conversation with your counsel that the
agreement is currently filed as exhibits 10.4 and 10.5, and it was
assigned to Inventiv by way of exhibit 10.6. Exhibit 10.6 is not yet
filed, but the description of exhibit 10.6 in the exhibit index does
not mention Inventiv. Please ensure that you have filed all agreements,
amendments, and assignments related to this relationship.

     Response:

     The Company has complied with this comment by amending its description of Exhibit 10.6 in both
Part II and the Exhibit Index to describe the contractual relationship with Inventiv Commercial
Services.

Adams And Reese llp

United States Securities and Exchange Commission

July 6, 2007

Page 9

    •

    Please disclose the monthly fee you pay to Inventiv, as mentioned
at the bottom of page 58. Also disclose the aggregate amount you have
reimbur

Mail Stop 6010

        July 2, 2007

A.J. Kazimi
Chairman and CEO
Cumberland Pharmaceuticals Inc.
2525 West End Avenue, Suite 950
Nashville, Tennessee 37203

 Re: Cumberland Pharmaceuticals Inc.
  Registration Statement on Form S-1, Amendment 1
  Filed June 22, 2007
  File No. 333-  142535

Dear Mr. Kazimi:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-1

General

1. Please submit on EDGAR the supplemental correspondence and other information dated June 22, 2007 that you submitted with your response letter.  These documents respond to comments 8, 28, and 48, and you did not request confidential treatment for them.

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 2, 2007 Page 2
Prospectus Summary, page 1

2. We note your response to comment 8.  Pleas e cite in the filing the source or
sources that support your assertion that  “NAC is accepted worldwide as the
standard of care for treating acetaminophen overdose.”

3. We note your response to comment 5.  Pleas e disclose your accumulated deficit in
the “Risks Affecting Us” discussion on page 3.

Summary Consolidated Fi nancial Data, page 5

4. Please revise your table to only present pro forma net income per share amounts
for the most recent fiscal year and interi m period presented.  Please refer to Rule
11-01(a) of Regulation S-X.

Use of Proceeds, page 24

5. We note the revisions pursua nt to comment 21.  You are registering the sale of up
to $115 million in common stock, and you state specific uses of $32 million.  Please state the planned uses for the remainder of the proceeds.

6. We note the revisions pursuant to comment 22.  Since Amelior is in phase III trials, please state whether you expect th e $4 million you plan to spend on this
drug candidate to be sufficient to comple te the product’s development and file a
new drug application.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Si gnificant Judgments and Estimates

Revenue Recognition, page 32

7. Refer to your response to prior comment 26.  We continue to  believe that your
disclosure related to estimates that re duce gross revenue such as chargebacks,
discounts, rebates and produc t returns could be improved.  Please revise your
disclosure and include the following:

a. A roll forward of the accrual for each estimate for each period presented showing the following:
• Beginning balance,
• Current provision related to sales made in current period,
• Current provision related to sales made in prior periods,
• Actual returns or credits in current period related to sales made in current period,

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 2, 2007 Page 3
• Actual returns or credits in current period related to sales made in prior periods, and
• Ending balance.

Stock-Based Compensation, page 34

8. Please refer to your response to prior comment 27.  Expand your disclosure to
provide the following information:

a. Please clarify, if true, that the various measurement models disclosed were used to determine your enterprise valu e.  Disclose how management selects
the amount within the range of values to  determine your enterprise value as of
each grant date.
b. As previously requested, please disc lose the method used to allocate
enterprise value to the outstanding equity to determine the fair value of the underlying common stock.
c. State whether the valuations prepared  by independent third parties were
performed contemporaneous or retrospective.
d. Disclose the name of the independent third party valuation firm and provide
their consent in the registration statement.

9. Refer to your response to prior comment  28.  Please tell us on a supplemental
basis specifically why you determined th ese public companies to be similar.
Please address each company individua lly.  Also explain to us how you
determined your expected volatility fo r 2006 and 2007 based on an analysis of
these companies.

Liquidity and Capital Resources, page 41

10. We note the revisions pursua nt to comment 32.  Please disclose separately the
minimum purchase amounts applying  to Kristalose and Acetadote.

Business, page 47

11. We note your response to comment 37.

• Please clarify what type of “data on the use of intravenous ibuprofen” the
license from Vanderbilt Univ ersity covers, as discusse d at the top of page 54.
Also, describe the consideration you are required to pay to Vanderbilt.  This information would appear to be material to investors.
• We note from the bullet point at the bottom of page 59 that Mayne Pharma
Pty. Ltd. is your exclusive ma nufacturer for Amelior a nd will continue to be
the exclusive manufacturer after FDA a pproval.  Please disclose the aggregate

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 2, 2007 Page 4
development, regulatory, and inspection a nd audit costs you have paid to date.
Also, please file this agreement as an exhibit.
• Please revise to disclose the terms of  the release between you and Bertek
Pharmaceuticals.
• Regarding the agreement with Inventiv  Commercial Services, we understand
from a June 27, 2007 conversation with your counsel that the agreement is
currently filed as exhibits 10.4 and 10.5, and it was assigned to Inventiv by way of exhibit 10.6.  Exhibit 10.6 is not yet filed, but the description of
exhibit 10.6 in the exhibit index does not me ntion Inventiv.  Please ensure that
you have filed all agreements, amendmen ts, and assignments related to this
relationship.
• Please disclose the monthly fee you pay to Inventiv, as mentioned at the bottom of page 58.  Also disclose the aggregate amount you have reimbursed Inventiv for bonuses and expense reimbursements to date.

Business Development, page 57

12. Please revise this discussion to clarify that the agreement with Vanderbilt University relating to the CET product candi dates and agreements with University
of Mississippi and University of Tennessee are not material.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

(8) Shareholder’s Equity, page F-22
(9) Stock Options, page F-23

13. We acknowledge your response to prior comment 48 and look forward to your response to the last section of this comment.

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

A.J. Kazimi
Cumberland Pharmaceuticals Inc. July 2, 2007 Page 5

 You may contact Todd Sherman at (202)  551-3665 or James Rosenberg at (202)
551-3679 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Martin S. Brown, Esq.
 Virginia Boulet, Esq.
 Adams and Reese LLP
 424 Church Street, Suite 2800
 Nashville, Tennessee 37219

CORRESP
1
filename1.htm

Cumberland Pharmaceuticals Inc.

[A&R Letterhead]

June 22, 2007

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. Jeffrey P. Riedler

    Assistant Director

    Re:

    Cumberland Pharmaceuticals Inc.

    Form S-1 Registration Statement

    File No. 333-142535

Ladies and Gentlemen:

     We are responding to comments received in a letter dated June 8, 2007 from Mr. Jeffrey P.
Riedler to Mr. A.J. Kazimi with respect to the Form S-1 Registration Statement of Cumberland
Pharmaceuticals Inc. filed on May 1, 2007. 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. On
the date hereof, we have filed Amendment No. 1 to the Registration Statement reflecting all changes
discussed herein.

     The following paragraphs set forth the responses of Cumberland Pharmaceuticals Inc. to the
comments contained in Mr. Riedler’s letter of June 8, 2007. All page references below are to page
numbers in the Registration Statement, filed May 1, 2007, except as otherwise set forth herein. For
your convenience, a marked copy of Amendment No. 1, comparing Amendment No. 1 to the Registration
Statement, is enclosed herewith.

Comments Applicable to the Entire Document

    1.

    We note that your filing contains numerous omissions throughout the prospectus which relate
to the offering price range or the number of shares you will sell. These omissions include
but are not limited to:

    •

    Summary Financial Data

    •

    The Option Grants Table

    •

    Use of Proceeds

    •

    Shares Eligible for Future Sale

    •

    Capitalization

    •

    The Principal Stockholders Table

    •

    Dilution

    •

    Description of Capital Stock

Rule 430A requires you to include this information in your filing based upon an estimate of
the offering price within a bona fide range you disclose on the cover page

Securities and Exchange Commission

June 22, 2007

Page 2

and based upon an estimate of the number of shares you will sell. We consider a bona fide
range to be $2 if the price is under $20 and 10% if it is above $20.
You should
include the required information in an amendment prior to circulating a “red herring”
prospectus.

Response:

     The Company will comply with this comment by filing an amendment containing all of the
information required by Rule 430A at the time that the “red herring” prospectus is filed, and prior
to the road show.

    2.

    Provide us with copies of all the graphic, photographic or artistic materials you intend to
include in the prospectus prior to its printing and use. Please note that we may have
comments. Please also note that all textual information in the graphic material should be
brief and comply with the plain English guidelines regarding jargon and technical language.

Response:

     By separate cover, the Company is providing the Commission Staff copies of the graphic
materials that the Company proposes to include in the prospectus.

    3.

    Comments on your application for confidential treatment will follow under separate cover. We
will not consider a request for acceleration of effectiveness of the registration statement
until any comments we may have on the application are resolved.

Response:

     We will await receipt of your comments regarding the Company’s request for confidential
treatment of certain proprietary information.

    4.

    Please update your interim financial statements and related financial information as required
by Rule 3-12 of Regulation S-X.

Response:

     The Company has complied with this comment by updating the interim financial statements and
related financial information in Amendment No. 1 to include financial statements as of March 31,
2007 and covering the three months ended March 31, 2006 and March 31, 2007.

Securities and Exchange Commission

June 22, 2007

Page 3

Prospectus Summary

    5.

    Please disclose your accumulated deficit.

Response:

     The Company has complied with this comment by inserting in the tables on pages 5 and 27 of the
Registration Statement (pages 5 and 30 of Amendment No. 1) an accumulated deficit line item as of March 31, 2007 of $6,620,820.

    6.

    Please revise your statement that you expect Amelior to be the first injectable product
approved for pain and fever. You should not assume you will receive FDA approval. Similarly,
revise page 45.

Response:

     The Company has complied with this comment by deleting the fourth full paragraph on page 1 and
substituting, in lieu thereof, a revised paragraph (page 1 of Amendment No. 1). Corresponding
changes have been made on page 39 (page 47 of Amendment
No. 1) and page 45 (page 53 of Amendment No. 1).

    7.

    Please delete the statement that you believe Amelior is a safe and effective treatment.
Safety and efficacy is still being tested and are determinations made by the FDA.

Response:

     The Company has complied with this comment by deleting the sentence as requested.

    8.

    Please provide third party support for your statement that NAC is accepted as the worldwide
standard of care for treating acetaminophen overdose.

Response:

     In making this assertion, the Company is relying in part on an article, entitled “An update of
N- acetylcysteine treatment for acute acetaminophen toxicity in children” by Laurie Marzullo,
published by Lippincott Williams & Wilkins, Curr Opin Pediatr 17:239-245, 2005. On page 240, Ms.
Marzullo states that “The accepted antidote for ingestion of toxic levels of acetaminophen is N-
acetylcysteine (NAC), as published by Prescott et al.”

     The
Company is furnishing to the Commission Staff a copy of the article
by separate cover. Other articles support the Company’s position that NAC is the protocol for
treatment of acetaminophen overdose. If the Commission Staff would like supplemental support for
this position, we would be happy to supply additional support at its request.

Securities and Exchange Commission

June 22, 2007

Page 4

    9.

    Please provide your basis for your belief that you can continue to expand your market share
of Acetadote. Since Acetadote is the only intravenous formulation of N-acetylcysteine, how
are your defining the market?

Response:

     The Company defines the market for Acetadote to include users of both the intravenous
formulation and the oral formulation of N-acetylcysteine, or NAC. According to a survey by the
American Association of Poison Control Centers’ Toxic Exposure Surveillance System, approximately
66% of people treated with NAC in 2005 were given an oral formulation. This survey is not
comprehensive of total NAC use in the U.S. and the Company believes that oral NAC was used in an
even greater percent of cases nationwide during that year based on an internal analysis of oral NAC
sales from data provided by Wolters Kluwer. The Company believes that intravenously administered
Acetadote has clinical and financial benefits relative to orally administered NAC, including ease
of administration, minimizing nausea and vomiting associated with oral NAC, accurate dosage
control, shorter treatment protocol and reduction in overall cost of acetaminophen overdose
management, as discussed on page 47 of the Registration Statement
(page 55 of Amendment No. 1). The Company believes that Acetadote also offers significant
cost advantages to both patients and hospitals by reducing the treatment regimen, usually from
three days to one day. For these reasons, the Company feels that the use of Acetadote will
continue to grow as patients and hospitals increasingly favor Acetadote over orally administered
NAC.

    10.

    We note your discussion related to early-stage product candidates, please clarify what you
meant by “early-stage.” For example, do you mean are these products in pre-clinical trials,
Phase I trials, or have they not yet reached the pre-clinical trial stage?

Response:

     The Company has complied with this comment by amending the first sentence of the fourth full
paragraph on page 2 (page 2 of Amendment No. 1). Additionally, the Company has complied with
this comment by amending similar language on page 40 (page 48 of Amendment No. 1).

Summary Consolidated Financial Data — page 5

    11.

    Please provide pro forma net income per share amounts for the most recent fiscal year and
interim period to give effect to the conversion of preferred stock into common stock. Please
refer to Rule 11-01(a) of Regulation S-X.

Response:

Securities and Exchange Commission

June 22, 2007

Page 5

     The Company has complied with this comment by including pro forma net income per share
information in the table on page 5 (page 5 of Amendment No. 1).

Risk Factors — page 6

    12.

    Please revise the introductory paragraph to eliminate the reference to other unforeseen
risks. You should not caution against risks that are not identified and described.

Response:

     The Company has complied with this comment by amending the introductory paragraph on page 6
(page 6 of Amendment No. 1) to delete the third sentence.

We currently market two products, Acedote and Kristalose. An adverse development regarding
either of these products could have a material and adverse impact on us. — page 7

    13.

    This discussion is too broad. Please revise this risk factor to more specifically identify
the types of changes that could have and adverse impact and the likely impact.

Response:

     The Company has complied with this comment by deleting the existing risk factor and replacing
it with a revised risk factor on page 7 (page 7 of Amendment No. 1).

    14.

    If there have been any reports of adverse effects from these products, please specifically
identify them.

Response:

     The
Company has complied with this comment by inserting a new
paragraph at the end of the risk
factor described in Comment No. 13.

If any manufacturer we rely on 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 Amelior, or may
be unable to meet demand for the product supplied by the manufacturer and may lose potential
revenues. — page 7

    15.

    Does your agreement with Bioniche allow you to obtain Acetadote from another source if they
are unable to supply sufficient quantities of Acetadote? If it does not,

Securities and Exchange Commission

June 22, 2007

Page 6

please revise the discussion to specifically state this information. Similarly, state
whether you can obtain Kristalose from any party other than Inalco.

Response:

     The Company’s agreement with Bioniche allows the Company to obtain Acetadote from another
source if Bioniche is unable to supply sufficient quantities of Acetadote. The Company’s agreement
with Inalco does not expressly authorize the Company to obtain Kristalose from a party other than
Inalco if Inalco is unable to supply sufficient quantities of Kristalose. Accordingly, the Company
has complied with this comment by revising the language in the risk
factor on page 7 (page 8 of
Amendment No. 1).

Competitive pressures could reduce our revenues and profits. — page 9

    16.

    Please revise the risk factor to identify the two competing laxative products and their
manufacturers as well as the identity of the company developing the intravenous acetaminophen
product.

Response:

     The Company has complied with this comment by revising the second paragraph of this risk
factor as set forth on page 9 (page 9 of Amendment No. 1).

Our future growth depends on our ability to identify and acquire rights to products. If we do
not successfully identify and acquire rights to products and successfully integrate them into our
operations, our growth opportunities would be limited. — page 9

    17.

    In the last paragraph of this risk factor you indicate that you are not precluded from
engaging in a large acquisition in the future, including an acquisition that entails the
investment of substantially all of the proceeds from this offering. Please disclose whether
you are currently contemplating, discussing or negotiating an acquisition. If so, you should
provide appropriate disclosure in the relevant places in the prospectus, including the “Use of
Proceeds” section. If you do not have such plans, please state that you have no current
acquisition plans.

Response:

     The Company advises the Commission Staff that while we continually screen and evaluate
potential acquisitions of product candidates, intellectual property
rights or companies that complement our business, we have no current
commitments or agreements for such acquisitions. The Company has
stated this on page 10 of Amendment No. 1.

The size of our organization and our activities are growing, and we may experience difficulties
in managing growth. — page 11

Securities and Exchange Commission

June 22, 2007

Page 7

    18.

    It is unclear whether the number of employees disclosed includes the sales staff you recently
acquired from Cardinal. Please clarify the disclosure.

Response:

     The Company has complied with this comment by amending the first sentence of this risk factor
as set forth on page 11 (page 12 of Amendment No. 1).

Our strategy to secure and extend marketing exclusivity or patent rights may provide only
limited protection from competition. — page 14

19. Please explain what the terms “priority filing date” and “orphan drug” mean.

Response:

     The Company has complied with this comment by eliminating the reference to the technical term
“priority filing date” and has amended the third sentence
of the last paragraph on page 14 (page 15 of Amendment No. 1) and has added an additional explanatory paragraph regarding orphan drug
designation.

     We refer the Commission Staff to the Orphan Drug Designation paragraph under the “Business”
section on page 57 (page 66 of Amendment No. 1) for a full explanation of orphan drug designation.

20. Please tell us you basis for market exclusivity for Amelior.

Response:

     The Company is basing its claim for market exclusivity for Amelior upon the Hatch-Waxman Act,
which provides three years of marketing exclusivity for the approval of new and supplemental NDAs,
including Section 505(b)(2) NDAs, for, among other things, new indications, dosages or strengths of
an existing drug, if new clinical investigations that were conducted or sponsored by the applicant
are essential to the approval of the application. The Company explains this legal provision in
paragraph 1 on page 58 (page 66 of Amendment No. 1) entitled The Hatch-Waxman Act under the Business section of the Registration
Statement.

Use of Proceeds — page 23

    21.

    Please expand the disclosure in this section to identify the amount of proceeds you intend to
spend on each identified purpose. Also, please be more specific about what the purposes are.

Response:

Securities and Exchange Commission

June 22, 2007

Page 8

     The Company has complied with this comment by deleting the second paragraph of the Use of
proceeds section on page 23 and replacing it with several
additional paragraphs (page 24 of
Amendment No. 1).

    22.

    You say that you may use a portion of the proceeds for product development and expansion.
Please identify the products you intend to develop with proceeds from this offering. Disclose
the amount of proceeds you intend to spend on development of each product and discuss how far
along in the development process the proceeds will take you. Disclose the amount of
additional funds you anticipate will be necessary to complete development and market the
product. If additional funds will be required disclose the source you anticipate obtaining
the funds from, as w

Mail Stop 6010

         June 8, 2007

A.J. Kazimi
Chief Executive Officer and Chairman of the Board
Cumberland Pharmaceuticals, Inc.
2525 West End Avenue – Suite 950
Nashville, Tennessee  37203

Re:   Cumberland Pharmaceuticals, Inc.
Form S-1 Registration Statement
 File No. 333-142535

Dear Mr. Kazimi:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Comments Applicable to the Entire Document

1. We note that your filing contains numerous omissions throughout the prospectus which relate to the offering price range or the number of shares you will sell.  These omissions include but are not limited to:

• Summary Financial Data
• Use Of Proceeds
• Capitalization • The Option Grants Table
• Shares Eligible For Future Sale
• The Principal Stockholders Table

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 2
• Dilution • Description of Capital Stock

 Rule 430A requires you to include this information in your filing based upon an estimate of the offering price within a bona fide range you disclose on the cover page and based upon an estimate of the number of shares you will sell.  We consider a bona fide range to be $2 if the price is under $20 and 10% if it is above $20.  You should include the required information in an amendment prior to circulating a “red herring” prospectus.

2. Provide us with copies of all the graphic, photographic or artistic materials you intend to include in the prospectus prior to its printing and use.  Please note that we may have comments.  Please also note that all textual information in the graphic material should be brief and comply with the plain English guidelines regarding jargon and technical language.

3. Comments on your application for confidential treatment will follow under separate cover.  We will not consider a request for acceleration of effectiveness of the registration statement until any comments we may have on the application are resolved.

4. Please update your interim financial statements and related financial information as required by Rule 3-12 of Regulation S-X.

Prospectus Summary

5. Please disclose your accumulated deficit.

6. Please revise your statement that you expect Amelior to be the first injectable product approved for pain and fever.  You should not assume you will receive FDA approval.  Similarly, revise page 45.

7. Please delete the statement that you believe Amelior is a safe and effective treatment.  Safety and efficacy is still being tested and are determinations made by the FDA.

8. Please provide third party support for your statement that NAC is accepted as the worldwide standard of care for treating acetaminophen overdose.

9. Please provide your basis for your belief that you can continue to expand your market share of Acetadote.  Since Acetadote is the only intravenous formulation of N-acetylcysteine, how are you defining the market?

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 3
10. We note your discussion related to early-stage product candidates, please clarify what you meant by “early-stage.”  For example, do you mean are these products in pre-clinical trials, Phase I trials, or have they not yet reached the pre-clinical trial stage?

Summary Consolidated Financial Data - page 5

11. Please provide pro forma net income per share amounts for the most recent fiscal year and interim period to give effect to the conversion of preferred stock into common stock.  Please refer to Rule 11-01(a) of Regulation S-X.

Risk Factors – page 6

12. Please revise the introductory paragraph to eliminate the reference to other unforeseen risks.  You should not caution against risks that are not identified and described.

We currently market two products, Acedote and Kristalose.  An adverse development regarding
either of these products could have a material and adverse impact on us. – page 7

13. This discussion is too broad.  Please revise this risk factor to more specifically identify the types of changes that could have and adverse impact and the likely impact.

14. If there have been any reports of adverse effects from these products, please specifically identify them.

If any manufacturer we rely on 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 Amelior, or
may be unable to meet demand for the product supplied by the manufactjurer and may lose
potential revenues. – page 7

15. Does your agreement with Bioniche allow you to obtain Acetadote from another source if they are unable to supply sufficient quantities of Acetadote?  If it does not, please revise the discussion to specifically state this information.  Similarly, state whether you can obtain Kristalose from any party other than Inalco.

Competitive pressures could reduce our revenues and profits. – page 9

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 4

16. Please revise the risk factor to identify the two competing laxative products and their manufacturers as well as the identity of the company developing the intravenous acetaminophen product.

Our future growth depends on our ability to identify and acquire rights to products.  If we4 do no
successfully identify and acquire rights to products and successfully integrate them into our
operations , our growth opportunities would be limited. – page 9

17. In the last paragraph of this risk factor you indicate that you are not precluded from engaging in a large acquisition in the future, including an acquisition that entails the investment of substantially all of the proceeds from this offering.  Please disclose whether you are currently contemplating, discussing or negotiating an acquisition.  If so, you should provide appropriate disclosure in the relevant places in the prospectus, including the “Use of Proceeds” section.  If you do not have such plans, please state that you have no current acquisition plans.

The size of our organization and our activities are growing, and we may experience difficulties
in managing growth. – page 11

18. It is unclear whether the number of employees disclosed includes the sales staff you recently acquired from Cardinal.  Please clarify the disclosure.

Our strategy to secure and extend marketing exclusivity or patent rights may provide only
limited protection from competition. – page 14

19. Please explain what the terms “priority filing date” and “orphan drug” mean.

20. Please tell us you basis for market exclusivity for Amelior.

Use of Proceeds – page 23

21. Please expand the disclosure in this section to identify the amount of proceeds you intend to spend on each identified purpose.  Also, please be more specific about what the purposes are.

22. You say that you may use a portion of the proceeds for product development and expansion.  Please identify the products you intend to develop with proceeds from this offering.  Disclose the amount of proceeds you intend to spend on development of each product and discuss how far along in the development process the proceeds will take you.

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 5
Disclose the amount of additional funds you anticipate will be necessary to complete development and market the product.  If additional funds will be required disclose the source you anticipate obtaining the funds from, as well as the timeframe involved in completing the development process.

23. Disclose the amount of indebtedness you have and the amount you intend to repay using proceeds from this offering.  Also disclose the uses of the borrowed funds.  Please refer to the instructions to Item 504 of Regulation S-K.

24. You indicate that you may use proceeds from this offering to finance acquisitions.  Identify the business or product you intend to acquire, if known, or if not known, the nature of the business or other acquisitions to be sought, the status of any negotiations with respect to the acquisition and a brief discussion of the business.

25. Please clarify whether you intend to use proceeds from this offering to pay the deferred portion of the purchase price for Kristalose.

Management’s Discussion and Analysis – page 28

Critical Accounting Policies and Significant Judgments and Estimates

Revenue Recognition, page 29

26. We believe that your disclosure related to estimates that reduce gross revenue such as chargebacks, discounts, rebates and product returns could be improved.  Please revise your disclosure and include the following:

a. The nature and amount of each accrual at the balance sheet date and the effect that could result from using other reasonably likely assumptions than what you used to arrive at each accrual such as a range of reasonably likely amounts or other type of sensitivity analysis.
b. The factors that you consider in estimating each accrual such as historical return of products, levels of inventory in the distribution channel, estimated remaining shelf life, price changes from competitors and introductions of generics and/or new products.
c. To the extent that information you consider in b) is quantifiable, disclose both quantitative and qualitative information and discuss to what extent information is from external sources, such as end-customer prescription demand, third-party market research data comparing wholesaler inventory levels to end-customer demand. For example, in discussing your estimate of product that may be

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 6
returned, explain, preferably by product and in tabular format, the total amount of product in sales dollars that could potentially be returned as of the balance sheet date and disaggregated by expiration period.
d. If applicable, any shipments made as a result of incentives and/or in excess of your customer’s ordinary course of business inventory level.  Disclose your revenue recognition policy for such shipments.
e. A roll forward of the accrual for each estimate for each period presented showing the following:
• Beginning balance,
• Current provision related to sales made in current period,
• Current provision related to sales made in prior periods,
• Actual returns or credits in current period related to sales made in current period,
• Actual returns or credits in current period related to sales made in prior periods, and
• Ending balance.

f. Regarding your discussion of results of operations for the period to period net sales comparisons, the amount of and reason for fluctuations for each type of reduction of gross sales, i.e. product returns, rebates and discounts, including the effect that changes in your estimates of these items had on your net sales and operations.

Stock-Based Compensation, page 30

27. Please disclose the approach used to determine your enterprise value at each grant date and the method used to allocate enterprise value to the outstanding equity to determine the fair value of the underlying common stock.  Disclose whether or not the valuation used to determine the fair value of the equity instruments was contemporaneous or retrospective.

28. Please expand your disclosure to clarify w hy you reviewed the historical volatility of
similar public companies to determine your expected volatility.  Disclose the factors considered to determine which public companies were similar.  Tell us on a supplemental basis the names of the similar public companies used to estimate expected volatility.

Results of Operations, page 32

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 7
General

29. In certain areas of your disclosures, such as your discussion of net revenues, you make references to specific factors that contributed  to the change from period to period. Please
revise your disclosures to quantify each factor that resulted in significant increases or decreases in financial statement line items. Refer to Financial Reporting Codification Section 501.04.

Year ended December 31, 2005 compared to year ended December 31, 2004

30. You disclose that the decrease in net revenues in 2005 was primarily due to promotional costs owed to a wholesaler.  Please clarify why you recorded these costs as a reduction of revenue.  If the decrease was primarily a result of an increase in product promotion and fee service costs, please discuss why these fees increased in 2005 over 2004.

31. Your financial statements show a gain on an insurance recovery in 2004.  Please expand your disclosure to discuss the facts and circumstance surrounding this insurance recovery.

Liquidity and Capital Resources – page 35

32. Please expand the disclosure on page 36 to include the amount of your minimum purchase obligations under your agreements with Bioniche and Kristalose.

33. Please name the third party referenced in the first paragraph of page 37, identify the specific pharmaceutical drug and disclose the maximum aggregate amount you could be required to pay pursuant to this agreement.

Contractual Obligations, page 37

34. Please revise your table to include a total column.  Please refer to Rule 303(a)(5) of Regulation S-K.

35. It appears that scheduled interest payments on long-term debt are excluded from the table. Please revise the table to include scheduled interest payments or disclose and explain to us, why interest payments are excluded.  If you believe that interest payments should be excluded from the table, please expand your liquidity and capital resources disclosures to discuss the amount and timing of interest payments necessary to understand your future cash requirements.  Please refer to section IV of Financial Reporting Release 72.

A.J. Kazimi Cumberland Pharmaceuticals, Inc. June 8, 2007 Page 8

Quantitative and Qualitative Disclosures of Market Risks, page 38

36. It appears that your term loan and revolving line of credit are subject to interest rate risk.  Also you do not appear to provide any quantitative or qualitative disclosure regarding your foreign currency exchange rate risk.  Please provide the disclosures required by Rule 305 of Regulation S-K.  If you believe cer tain market risks are not material please
disclose this fact.

Business – page 39

37. Please include a discussion of the material terms of your agreements with the following parties:

• Vanderbilt University, both the intravenous ibuprofen license and the collaboration agreement;
• Mayne Pharma Pty, Ltd – for the manufacture of commercial supplies of Amelior and the license agreement;
• Bertek – exclusive rights to commercialize Kristalose;
• University of Mississippi – the collaboration agreement;
• University of Tennessee – collaboration agreement;
• Advogent Group – sales force agreement; and
• Alveda Pharmaceuticals – license agreement

The discussion should include each parties’ rights and obligations, amounts paid/received to date, existence of royalty provisions, amounts paid/received to date, aggregate potential milestone payments; duration and termination provisions and any