Exchange Agent Agreement

Exhibit 99.4


March , 2004

SouthTrust Bank

110 Office Park Drive

2 nd Floor

Birmingham, Alabama 35223

Attention: Judith B. Seier


Ladies and Gentlemen:


Chattem, Inc., a Tennessee corporation (the "Company"), is offering to issue, upon the terms and subject to the conditions set forth in the Prospectus to be dated on or about , 2004 (the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), up to $75,000,000 in aggregate principal amount of its registered Exchange Floating Rate Senior Notes due 2010 (the "Exchange Floating Rate Notes") and $125,000,000 in aggregate principal amount of its registered 7% Exchange Senior Subordinated Notes due 2014 (the "Exchange Fixed Rate Notes," and, together with the Exchange Floating Rate Notes, the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended, in exchange for, respectively, $75,000,000 in aggregate principal amount of its outstanding unregistered Floating Rate Senior Notes due 2010 (the "Original Floating Rate Notes") and $125,000,000 in aggregate principal amount of its outstanding unregistered 7% Senior Subordinated Notes due 2014 (the "Original Fixed Rate Notes," and, together with the Original Floating Rate Notes, the "Original Notes")). The Exchange Notes will be issued only in integral multiples of $1,000 to each tendering holder of Original Notes whose Original Notes are accepted in the Exchange Offer.

You are hereby appointed and authorized to act as agent (the "Exchange Agent") to effectuate the exchange of the Original Notes for the Exchange Notes, on the terms and subject to the conditions of this agreement (the "Agreement"). In that connection, the following documents have been delivered to you:

(i) the Prospectus;

(ii) the Letter of Transmittal to be used by the registered holders of the Original Notes; and

(iii) Notice of Guaranteed Delivery, to be used by any registered holder of the Original Notes when the Original Notes are not immediately available or time will not permit a Letter of Transmittal and the accompanying documents to reach you prior to the expiration of the Exchange Offer.

The Exchange Offer shall expire at the time and on the date specified in the Prospectus (the "Initial Expiration Date") or at any subsequent time and date to which the Company may extend the Offer. The later of the Initial Expiration Date and the latest time and date to which the Exchange Offer is so extended is referred to as the "Expiration Date."

SouthTrust Bank

March , 2004

Page 2

You are hereby requested, and you hereby agree, to act, including any actions which may be by or through your agent, as follows:


1. You are to accept, subject to any withdrawal rights, Original Notes that are accompanied by the Letter of Transmittal (or facsimile thereof), properly completed and duly executed in accordance with the instructions thereon and any requisite collateral documents and all other instruments and communications submitted to you in connection with the Exchange Offer and to hold the same upon the terms and conditions set forth in this Agreement.

2. You are to examine the Letters of Transmittal, the Original Notes, and the other documents delivered or mailed to you by or for the holders of the Original Notes as soon as practicable after receipt to ascertain whether

(i) the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) the Original Notes have otherwise been properly tendered, and

(iii) if applicable, the other documents are properly completed and duly executed.


You need not pass on the legal sufficiency of any signature or verify any signature guarantee.

3. In the event any Letter of Transmittal or other document has been improperly executed or completed or any of the Original Notes are not in proper form or have been improperly tendered, or if some other irregularity in connection with the delivery of Original Notes by a registered holder thereof exists, you shall promptly report such information to the Company and you are authorized, upon consultation with the Company and its counsel, to endeavor to take such action as may be necessary to cause such irregularity to be corrected. You are authorized, upon consultation with the Company or one of its representatives, to request from any person tendering Original Notes such additional documents or undertakings as you may deem appropriate. All questions as to the form of all documents and the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Original Notes will be determined by the Company, in its sole discretion, whose determination will be final and binding. The Company reserves the absolute right to reject any or all tenders that are not in proper form or the acceptance of any particular Original Notes that would, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Original Notes, and the Company's interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and the instructions set forth therein) will be final and binding. No tender of Original Notes will be deemed to have been properly made until all defects and irregularities have been cured or waived.


SouthTrust Bank

March , 2004

Page 3

4. Tenders of Original Notes shall be made only as set forth in the Prospectus and the Letter of Transmittal, and Original Notes shall be considered properly tendered to you only when:

(a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantee and any other required documents, are received by you at your address set forth in the Prospectus or in the Letter of Transmittal and Original Notes are received by you at such address; or a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company, with an appropriate guarantee of signature and delivery from an Eligible Guarantor Institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is received by you at or prior to the Expiration Date. For purposes of this Agreement, an "Eligible Institution" within the meaning of Rule 17Ad-15 under the Exchange Act shall mean a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a savings institution, commercial bank or trust company having an office or correspondent in the United States and which is a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchanges Medallion Program or New York Stock Exchange Medallion Signature Program). The Notice of Guaranteed Delivery may be delivered to you by hand or transm ...