Amendment to Second Amended and Restated Registration Rights Agreement

Exhibit 4.5

AMENDMENT TO
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     Pursuant to Sections 13.3 and 13.4 of the Second Amended and Restated Registration Rights Agreement, by and among Zars Pharma, Inc., a Delaware corporation (the “Company”), and each of the holders of the Company’s Preferred Stock set forth on Exhibit A, Exhibit B and Exhibit C thereto (the “Preferred Investors”), dated as of August 30, 2004, as amended (the “Agreement”), the Company, Zions First National Bank (“Zions Bank”) and each of the undersigned Preferred Investors hereby agree, effective as of this 7^th day of September, 2007, to the amendments (the “Amendment”) set forth below. Capitalized terms used but not defined herein have the meanings given them in the Agreement.

Recitals

     Whereas, the Company and the undersigned Preferred Investors wish to amend certain terms of the Agreement as described below;

     Whereas, pursuant to the terms of the Agreement, the Agreement may be amended by the Company and the holders of a majority of the Registrable Securities (as defined in the Agreement) (the “Required Holders”); and

     Whereas, the undersigned Preferred Investors constitute the Required Holders.

     Now, Therefore, the parties hereto agree as follows:

Agreement

     1. The definition of “Holder” set forth in Section 1 of the Agreement is hereby amended and restated to read in its entirety as set forth below:

“’Holder’ shall mean (i) Zions First National Bank, (ii) a Preferred Investor and (iii) any holder of Registrable Securities to whom the registration rights granted by this Agreement have been transferred by a Holder in compliance with Section 10 of this Agreement, in each case at any time during which such Holder holds Registrable Securities.”

     2. The definition of “Qualified IPO” set forth in Section 1 of the Agreement is hereby amended and restated to read in its entirety as set forth below:

“’Qualified IPO’ means the closing of a firm underwritten public offering of shares of the Common Stock of the Company.”

     3. The definition of “Registrable Securities” set forth in Section 1 of the Agreement is hereby amended and restated to read in its entirety as set forth below:

“’Registrable Securities’ shall mean (i) Shares issued or issuable pursuant to the conversion of Series Preferred or upon the exercise and conversion of any

warrants or options to purchase Series Preferred, (ii) Shares issued or issuable pursuant to that certain warrant to purchase 11,700 Shares issued to Zions First National Bank on June 28, 2007 and (iii) any Shares issued as a dividend, stock split or other distribution with respect to or in exchange for or in replacement of such Shares referenced in clause (i) or (ii) above; provided, however, that Registrable Securities shall not include any Shares which have previously been registered or which have been sold to the public either pursuant to a registration statement or are eligible for sale under and have been sold pursuant to Rule 144, or which have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned or are not assignable.”

     4. This Amendment may be executed in any number of counterparts, each of which may be executed by less than all of the parties hereto and each of which shall constitute one and the same instrument.

     5. The Company and the undersigned Preferred Investors consent to a restatement of the Agreement to incorporate this Amendment.

     6. This Amendment shall be effective upon its execution by the Company, Zions Bank and the Required Holders.

     7. Upon execution of this Amendment by the Company, Zions Bank and the Required Holders, Zions Bank shall become a party to the Agreement and shall be (i) included within the term “Holder” for all purposes thereof and (ii) treated as a Preferred Holder for purposes of Section 13.4 and 13.5 thereof.

     8. This Amendment shall be construed in accordance with and governed by the laws of the State of Utah, without regard to principles of conflicts of laws thereof.

[Signatures follow]

     In Witness Whereof, the parties hereto have executed this Amendment to Second Amended and Restated Registration Rights Agreement as of the date set forth in the first paragraph hereof.

Zars Pharma, Inc.		Zions First National Bank
By: /s/ Robert Lippert		By: /s/ Thomas C. Etzel
Name: Robert Lippert		Name: Thomas C. Etzel
Title: President and Chief Executive Officer		Title: Senior Vice President

Shares Held:		Stockholder:
Common Stock: -0-		Draper Associates, L.P
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 33,507		By: /s/ Timothy C. Draper
		Name: Timothy C. Draper
		Title    General Partner
		Date: August 31, 2007
Common Stock: -0-		Draper Fisher Jurvetson Eplanet Partners Fund, LLC
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 16,313
		By: /s/ John Fisher
		Name: John Fisher
		Title    Managing Member
		Date: August 31, 2007
Common Stock: -0-		Draper Fisher Jurvetson Eplanet Ventures GMBH & Co. KG
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 13,866		By: /s/ John Fisher
		Name John Fisher
		Title    Managing Director
		Date: August 31, 2007

Shares Held:		Stockholder:
Common Stock: -0-		Draper Fisher Jurvetson Eplanet Ventures L.P.
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 785,482
		By: /s/ John Fisher
		Name John Fisher
		Title    Managing Director
		Date: August 31, 2007
Common Stock: -0-		Draper Fisher Jurvetson Fund VII, L.P.
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 1,237,195		By: /s/ John Fisher
		Name John Fisher
		Title    Managing Director
		Date: August 31, 2007
Common Stock: -0-		Draper Fisher Jurvetson Partners VII, LLC
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 18,042
		By: /s/ John Fisher
		Name John Fisher
		Title    Managing Member
		Date: August 31, 2007
Common Stock: -0-		vSpring II, LP
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 481,860
		By: /s/ Dinesh Patel
		Name Dinesh Patel
		Title    Managing Director
		Date: August 31, 2007
Common Stock: -0-		vSpring Partners II, LP
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 7,537		By: /s/ Dinesh Patel
		Name Dinesh Patel
		Title    Managing Director
		Date: August 31, 2007

Shares Held:		Stockholder:
Common Stock: 1,293		Wasatch Partners II, LLC
Series A Preferred: -0-
Series B Preferred: 1,710
Series C Preferred: 3,262		By: /s/ Todd J. Stevens
		Name Todd J. Stevens
		Title    Managing Director
		Date: August 30, 2007
Common Stock: 141,152		Wasatch Venture Fund II, LLC
Series A Preferred: 102,881
Series B Preferred: -0-
Series C Preferred: -0-		By: /s/ Todd J. Stevens
		Name Todd J. Stevens
		Title    Managing Director
		Date: August 30, 2007
Common Stock: -0-		Zions SBIC, LLC
Series A Preferred: -0-
Series B Preferred: 341,880
Series C Preferred: -0-		By: /s/ Todd J. Stevens
		Name Todd J. Stevens
		Title    Managing Director
		Date: August 30, 2007

Shares Held:		Stockholder:
Common Stock: 245,773		Ted Stanley Family Limited Partnership
Series A Preferred: 102,880
Series B Preferred: -0-
Series C Preferred: -0-		By: /s/ Ted Stanley
		Name Theodore H. Stanley
		Title    General Partner
		Date: August 29, 2007
Common Stock: 40,251		Susan and Theodore H. Stanley
Series A Preferred: -0-
Series B Preferred: -0-
Series C Preferred: 163,132		/s/ Ted Stanley
		Theodore H. Stanley
		Date: August 29, 2007
Common Stock: -0-		Ellen and Theodore H. Stanley, JTWROS
Series A Preferred: 102,880
Series B Preferred: -0-
Series C Preferred: -0-		/s/ Ted Stanley
		Theodore H. Stanley
		Date: August 29, 2007
Common Stock: 166,821		Stanley Research Foundation
Series A Preferred: 51,440
Series B Preferred: -0-
Series C Preferred: 40,783		By: /s/ Ted Stanley
		Name Theodore H. Stanley
		Title    President
		Date: August 29, 2007
Common Stock: 363,000		Rigby Investments LLC
Series A Preferred: 41,152
Series B Preferred: -0-
Series C Preferred: -0-		By: /s/ Larry Rigby
		Name Larry Rigby
		Title    Manager
		Date: August 27, 2007

Shares Held:		Stockholder:
Common Stock: -0-		Nancy A. Rigby Family Living Trust
Series A Preferred: 20,576
Series B Preferred: -0-
Series C Preferred: -0-		By: Nancy A. Rigby
		Name Nancy A. Rigby
		Title
		Date: August 27, 2007
Common Stock: 202,904
Series A Preferred: 12,346		/s/ Michael Ashburn
Series B Preferred: -0-		Michael Ashburn
Series C Preferred: -0-		Date: August 28, 2007