POSASR

As filed with the Securities and Exchange Commission on November 3, 2011

Registration No. 333-162227

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

AmerisourceBergen Corporation

(Exact name of registrant as specified in its charter)

Delaware	23-3079390
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1300 Morris Drive

Chesterbrook, PA 19087

(610) 727-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

See Table of Additional Registrants Below

John G. Chou, Esq.

Executive Vice President, General Counsel and Secretary

AmerisourceBergen Corporation

1300 Morris Drive

Chesterbrook, PA 19087

(610) 727-7000

(Name, address, including zip code, and telephone number,including area code, of agent for service)

Please address a copy of all communications to:

James W. McKenzie, Jr., Esq.

Andrew T. Budreika, Esq.

Robert E. Brown, III, Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

(215) 963-5000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:     x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Guarantees of Debt Securities (1)	(2)	(2)	(2)	(1)(2)

(1) Guarantees of Debt Securities may be issued by those direct and indirect subsidiaries of AmerisourceBergen Corporation listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees.

(2) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. Securities registered hereunder may be issued in primary offerings or upon exercise, conversion or exchange of other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrants *	Jurisdiction of Incorporation		I.R.S. Employer Identification Number		Primary Standard Industrial Classification Code Number
IntrinsiQ Holdings, Inc.		Delaware		20-4957718		8742
IntrinsiQ, LLC		Delaware		20-4957517		8742
Premier Source Diagnostics Inc.		Delaware		26-3698607		8742
Premier Source, LLC		California		68-0579065		8742

* Each additional registrant is a direct or indirect subsidiary of AmerisourceBergen Corporation. The address and telephone number of each additional registrant’s principal executive offices is c/o AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087, telephone (610) 727-7000. The name, address, and telephone number of the agent for service for each additional registrant is John G. Chou, Esq., Executive Vice President, General Counsel and Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087, telephone (610) 727-7000.

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the Registration Statement on Form S-3 (Registration No. 333-162227) of AmerisourceBergen Corporation is being filed to: (i) add those direct and indirect subsidiaries of AmerisourceBergen Corporation listed on the preceding page under the caption “Table of Additional Registrants” (such subsidiaries are referred to herein as the “Subsidiary Guarantors”) as co-registrants to the Registration Statement to allow such Subsidiary Guarantors to guarantee Debt Securities of AmerisourceBergen Corporation covered by the Registration Statement (such guarantees are referred to herein as “Guarantees of Debt Securities”), (ii) add such Guarantees of Debt Securities to the Registration Statement, (iii) update the information in Part II with respect to the addition of the Subsidiary Guarantors, and (iv) file or incorporate by reference additional exhibits to the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below are the estimated fees and expenses (other than underwriting discounts and commissions) to be incurred by the registrant in connection with the issuance and distribution of the securities registered hereby:

SEC registration fee	$	(1	)
Rating agencies’ fees		(2	)
Legal fees and expenses		(2	)
Accounting fees and expenses		(2	)
Trustees’ fees and expenses		(2	)
Printing expenses		(2	)
Blue sky fees and expenses		(2	)
Miscellaneous		(2	)
Total	$	(2	)

(1) Under Rules 456(b) and 457(r) under the Securities Act of 1933, applicable SEC registration fees have been deferred and will be paid at the time of any particular offering of securities under this registration statement, and are therefore not estimable at this time.

(2) Estimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate fees and expenses in connection with the issuance and distribution of securities offered hereby will be included in the prospectus supplement applicable to such offering.

Item 15. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the certificate of incorporation and bylaws of AmerisourceBergen Corporation.

As permitted by the Delaware General Corporation Law (“DGCL”), our Amended and Restated Certificate of Incorporation, as amended, provides that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the repurchase or redemption of stock, or (iv) for any transaction from which the director derives an improper personal benefit. In addition, our Amended and Restated Certificate of Incorporation provides for indemnification of our officers and directors to the fullest extent permitted under Delaware law. Section 145 of the DGCL provides that a corporation may indemnify any persons, including officers and directors, who were or are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may

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indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The law of the state of incorporation and/or the provisions of the certificates of incorporation, the bylaws or the limited liability company agreements, as applicable, of all of the Subsidiary Guarantors listed in the “Table of Additional Registrants” included in the Registration Statement, provide for the limitation of liability and indemnification of officers, directors, managers and persons performing similar functions, as applicable, of the Subsidiary Guarantors similar to those described above.

AmerisourceBergen Corporation maintains insurance policies under which its directors and officers and the directors and officers of the Subsidiary Guarantors are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of AmerisourceBergen Corporation or the Subsidiary Guarantors.

In addition, we currently provide indemnification to the officers and other individuals that serve on the committee that administers our employee benefit plans for liabilities that they may incur in such capacity.

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Item 16. Exhibits

Exhibit Number	Description of Exhibit
1.1	Form of Underwriting Agreement *
4.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended by the Certificate of Amendment dated February 7, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 filed on May 6, 2011)
4.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2011)
4.3	Form of Certificate of Designations of Preferred Stock *
4.4	Indenture, dated as of November 19, 2009, among the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 23, 2009)
4.5	Form of Debt Security *
4.6	Form of Depositary Agreement *
4.7	Form of Depositary Receipt *
4.8	Form of Warrant Agreement *
4.9	Form of Warrant *
4.10	Form of Purchase Contract *
4.11	Form of Unit Agreement *
5.1	Opinion of Morgan, Lewis & Bockius LLP **
5.2	Opinion of Morgan, Lewis & Bockius LLP **
5.3	Opinion of Morgan, Lewis & Bockius LLP **
5.4	Opinion of Morgan, Lewis & Bockius LLP regarding the Guarantees of Debt Securities
12.1	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP
23.2	Consent of Morgan, Lewis & Bockius LLP (included in Exhibits 5.1, 5.2, 5.3 and 5.4 hereto)
24.1	Power of Attorney (included on signature pages to the Registration Statement)
25.1	Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture **

* To be filed, if necessary, by an amendment to the Registration Statement or as an exhibit to a document filed by the registrant and incorporated herein by reference.

** Previously filed as an exhibit to the Registration Statement, or with respect to the Statement of Eligibility on Form T-1, with the U.S. Securities and Exchange Commission under electronic form type “305B2” on November 4, 2009.

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Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

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(5) that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the following registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Chesterbrook, Commonwealth of Pennsylvania, on November 3, 2011.

AMERISOURCEBERGEN CORPORATION
By:	/s/    Steven H. Collis
Name:	Steven H. Collis
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

The undersigned do hereby constitute and appoint Steven H. Collis, President and Chief Executive Officer of the registrant, Michael D. DiCandilo, Executive Vice President and Chief Financial Officer of the registrant, and John G. Chou, Executive Vice President, General Counsel and Secretary of the registrant, and each of them acting singly, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/    Steven H. Collis Steven H. Collis	President, Chief Executive Officer and Director (Principal Executive Officer)	November 3, 2011
/s/    Michael D. DiCandilo Michael D. DiCandilo	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 3, 2011
* Richard C. Gozon	Director and Chairman	November 3, 2011
* Charles H. Cotros	Director	November 3, 2011

Signature	Title	Date
* Richard W. Gochnauer	Director	November 3, 2011
* Edward E. Hagenlocker	Director	November 3, 2011
* Jane E. Henney, M.D.	Director	November 3, 2011
* Michael J. Long	Director	November 3, 2011
* Henry W. McGee	Director	November 3, 2011
* Kathleen W. Hyle	Director	November 3, 2011
*       John G. Chou, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors and officers of the registrant pursuant to powers of attorney duly executed by such persons.

By:	/s/    John G. Chou
	John G. Chou Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Chesterbrook, Commonwealth of Pennsylvania, on November 3, 2011.

INTRINISQ HOLDINGS, INC.
By:	/s/    Steven H. Collis
Name:	Steven H. Collis
Title:	President and Chief Executive Officer

The undersigned do hereby constitute and appoint Steven H. Collis, President and Chief Executive Officer of AmerisourceBergen Corporation, Mike D. DiCandilo, Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, and John G. Chou, Executive Vice President, General Counsel and Secretary of AmerisourceBergen Corporation, and each of them acting singly, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with the Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/    Steven H. Collis Steven H. Collis	President, Chief Executive Officer and Director (Principal Executive Officer)	November 3, 2011
/s/    Michael D. DiCandilo Michael D. DiCandilo	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 3, 2011
/s/    John G. Chou John G. Chou	Director	November 3, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Chesterbrook, Commonwealth of Pennsylvania, on November 3, 2011.

INTRINSIQ, LLC
By:	/s/    Steven H. Collis
Name:	Steven H. Collis
Title:	Chief Executive Officer

The undersigned do hereby constitute and appoint Steven H. Collis, President and Chief Executive Officer of AmerisourceBergen Corporation, Mike D. DiCandilo, Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, and John G. Chou, Executive Vice President, General Counsel and Secretary of AmerisourceBergen Corporation, and each of them acting singly, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with the Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/    Steven H. Collis Steven H. Collis	Chief Executive Officer and Manager (Principal Executive Officer)	November 3, 2011
/s/    Michael D. DiCandilo Michael D. DiCandilo	Executive Vice President, Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	November 3, 2011
/s/    John G. Chou John G. Chou	Manager	November 3, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Chesterbrook, Commonwealth of Pennsylvania, on November 3, 2011.

PREMIER SOURCE DIAGNOSTICS INC.
By:	/s/    Steven H. Collis
Name:	Steven H. Collis
Title:	Chief Executive Officer

The undersigned do hereby constitute and appoint Steven H. Collis, President and Chief Executive Officer of AmerisourceBergen Corporation, Mike D. DiCandilo, Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, and John G. Chou, Executive Vice President, General Counsel and Secretary of AmerisourceBergen Corporation, and each of them acting singly, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with the Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/    Steven H. Collis Steven H. Collis	Chief Executive Officer and Director (Principal Executive Officer)	November 3, 2011
/s/    Michael D. DiCandilo Michael D. DiCandilo	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 3, 2011
/s/    John G. Chou John G. Chou	Director	November 3, 2011

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Chesterbrook, Commonwealth of Pennsylvania, on November 3, 2011.

PREMIER SOURCE, LLC
By:	/s/    Steven H. Collis
Name:	Steven H. Collis
Title:	Chief Executive Officer

The undersigned do hereby constitute and appoint Steven H. Collis, President and Chief Executive Officer of AmerisourceBergen Corporation, Mike D. DiCandilo, Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, and John G. Chou, Executive Vice President, General Counsel and Secretary of AmerisourceBergen Corporation, and each of them acting singly, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with the Registration Statement; and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/    Steven H. Collis Steven H. Collis	Chief Executive Officer (Principal Executive Officer)	November 3, 2011
/s/    Michael D. DiCandilo Michael D. DiCandilo	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 3, 2011
/s/    Steven H. Collis Steven H. Collis	Chief Executive Officer of AmerisourceBergen Consulting Services, Inc., the Sole Manager	November 3, 2011

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.1	Form of Underwriting Agreement *
4.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended by the Certificate of Amendment dated February 7, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 filed on May 6, 2011)
4.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2011)
4.3	Form of Certificate of Designations of Preferred Stock *
4.4	Indenture, dated as of November 19, 2009, among the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 23, 2009)
4.5	Form of Debt Security *
4.6	Form of Depositary Agreement *
4.7	Form of Depositary Receipt *
4.8	Form of Warrant Agreement *
4.9	Form of Warrant *
4.10	Form of Purchase Contract *
4.11	Form of Unit Agreement *
5.1	Opinion of Morgan, Lewis & Bockius LLP **
5.2	Opinion of Morgan, Lewis & Bockius LLP **
5.3	Opinion of Morgan, Lewis & Bockius LLP **
5.4	Opinion of Morgan, Lewis & Bockius LLP regarding the Guarantees of Debt Securities
12.1	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP
23.2	Consent of Morgan, Lewis & Bockius LLP (included in Exhibits 5.1, 5.2, 5.3 and 5.4 hereto)
24.1	Power of Attorney (included on signature pages to the Registration Statement)
25.1	Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture **

* To be filed, if necessary, by an amendment to the Registration Statement or as an exhibit to a document filed by the registrant and incorporated herein by reference.

** Previously filed as an exhibit to the Registration Statement, or with respect to the Statement of Eligibility on Form T-1, with the U.S. Securities and Exchange Commission under electronic form type “305B2” on November 4, 2009.

EX-5.4

Exhibit 5.4

[Morgan, Lewis & Bockius LLP Letterhead]

November 3, 2011

AmerisourceBergen Corporation

1300 Morris Drive

Chesterbrook, Pennsylvania 19087-5594

RE: AmerisourceBergen Corporation

Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (File No. 333-162227)

Ladies and Gentlemen:

We have acted as counsel to AmerisourceBergen Corporation, a Delaware corporation (the “Company”), the entities listed on Schedule I hereto (the “Existing Guarantors”) and the additional registrants listed on Schedule II hereto (the “New Guarantors” and together with the Existing Guarantors, the “Guarantors”) in connection with the filing of the referenced Registration Statement on September 30, 2009 (the “Form S-3”), the Post-Effective Amendment No. 1 thereto on November 4, 2009 (“Amendment No. 1”), the Post-Effective Amendment No. 2 thereto on December 1, 2010 (“Amendment No. 2”) and the Post-Effective Amendment No. 3 (“Amendment No. 3” and together with Amendment No. 1, Amendment No. 2 and the Form S-3, the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the potential offer and sale, from time to time, as set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and as shall be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”) of, among other securities: (i) one or more series of the Company’s unsecured senior or subordinated debt securities (the “Debt Securities”) and (ii) guarantees of the Debt Securities by the Guarantors (the “Guarantees”), including guarantees of the Debt Securities by the New Guarantors (the “New Guarantees”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws (collectively, the “Company Organizational Documents”), (ii) certain resolutions of the Company’s Board of Directors (the “Company’s Board”) relating to the Registration Statement, (iii) the certificate of incorporation and bylaws or the certificate of formation/articles of organization and limited liability company agreement, as applicable, of each of the New Guarantors (with respect to each New Guarantor, the “New Guarantor Organizational Documents”), (iv) certain resolutions of the board of directors, the managers or sole manager, as applicable, of each of the New Guarantors (with respect to each New Guarantor, the “New Guarantor’s Board”), relating to the Registration Statement, (v) the Indenture, dated as of November 19, 2009, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), which is filed as Exhibit 4.4 to the Registration Statement (the “Indenture”), pursuant to which the Debt Securities and the Guarantees are to be issued from time to time, and (vi) such other documents, records and instruments of the Company and the New Guarantors as we have deemed appropriate for purposes of the opinions set forth herein.

AmerisourceBergen Corporation

November 3, 2011

Page 2 of 4

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers or other authorized representatives of the Company and the New Guarantors, representations made by the Company and the New Guarantors in documents examined by us and representations of officers or other authorized representatives of the Company and the New Guarantors. We have also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set forth below.

For the purpose of the opinions set forth below, we have also assumed, without independent investigation or verification, that:

• the issuance, sale, number or amount, as the case may be, and the terms of the New Guarantees and the Debt Securities to which such New Guarantees relate to be offered from time to time pursuant to the Registration Statement (including the Prospectus and applicable Prospectus Supplement) will be duly authorized and established by authorizing resolutions of the Company’s Board (or authorized committee thereof) and each New Guarantor’s Board, as applicable, in accordance with the Company Organizational Documents and the New Guarantor Organizational Documents, respectively, and applicable law (each, a “Corporate Action”), and will not conflict with or constitute a breach of the terms of any agreement, instrument or order to which the Company or any New Guarantor is subject;

• the New Guarantees and each series of Debt Securities to which such New Guarantees relate will be issued under the Indenture and one or more amendments or supplements thereto by and among the Company, the Guarantors and the Trustee providing for the issuance of the New Guarantees under the Indenture (hereinafter all references to “Indenture” shall include any applicable amendment or supplement thereto) and the execution, delivery and performance of the Indenture will be duly authorized by all requisite Corporate Action, and will not conflict with or constitute a breach of the terms of any agreement, instrument or order to which the Company or any New Guarantor is subject;

• to the extent that the obligations of the New Guarantors or the Company under the Indenture may depend upon such matters, the Trustee will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee will be duly qualified to engage in the activities contemplated by the Indenture and be qualified to serve as Trustee under the terms of the Indenture; that the Indenture will constitute the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee will be in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee will have the requisite organizational and legal power and authority to perform its obligations under the Indenture;

AmerisourceBergen Corporation

November 3, 2011

Page 3 of 4

• the Registration Statement and any amendments thereto will have become effective and such effectiveness shall not have been terminated or rescinded and will comply with all applicable federal and state laws at the time any New Guarantees or the Debt Securities to which such New Guarantees relate are offered and issued as contemplated by the Registration Statement;

• all New Guarantees and the Debt Securities to which such New Guarantees relate will be issued and sold in compliance with applicable federal and state securities laws;

• a definitive purchase, underwriting or similar agreement (each, a “Definitive Agreement”) with respect to the New Guarantees and the Debt Securities to which such New Guarantees relate will have been duly authorized and validly executed and delivered by each of the Guarantors, the Company and the other parties thereto, and the applicable Definitive Agreement will not conflict with or constitute a breach of the terms of any agreement, instrument or order to which the Company or any Guarantor or any other party thereto is subject; and

• a Prospectus Supplement will have been prepared, delivered (including through compliance with Rule 172 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”)) and filed with the Commission describing the New Guarantees and the Debt Securities to which such New Guarantees relate offered thereby and will comply with all applicable laws at the time such New Guarantees and Debt Securities are offered and issued as contemplated by the Registration Statement.

Subject to the foregoing and the other matters set forth herein, we are of the opinion that, as of the date hereof, when (i) the specific terms of a particular issuance of New Guarantees and the Debt Securities to which such New Guarantees relate have been duly authorized by all requisite Corporate Action and are in accordance with the terms of the Indenture and (ii) such New Guarantees and Debt Securities have been duly executed, authenticated, completed, issued and delivered, against payment of consideration for such New Guarantees and Debt Securities in accordance with the terms and provisions of the Indenture and the applicable Definitive Agreement, the terms of the requisite Corporate Action and as contemplated by the Registration Statement and the applicable Prospectus Supplement, and, if applicable, upon the conversion, exchange or exercise of any other securities of the Company in accordance with their respective terms, such New Guarantees will constitute valid and binding obligations of each of the New Guarantors.

The opinion set forth above is subject to the effect of (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, (ii) general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy, or (iv) requirements that a claim with respect to any New Guarantees or the Debt Securities to which such New Guarantees relate in denominations other than in United States dollars (or a judgment denominated other than into United States dollars in respect of the claim) be converted into United States dollars at a rate of exchange prevailing on a date determined by applicable law.

AmerisourceBergen Corporation

November 3, 2011

Page 4 of 4

Under applicable law, guarantors may be entitled to certain rights or protections which as a matter of statutory or common law may not be waived or altered. We express no opinion herein as to any provisions of the New Guarantees or the Debt Securities to which such New Guarantees relate, which purport to waive or alter such rights or protections, except to the extent permitted by law.

The foregoing opinions are limited to the laws of the Commonwealth of Pennsylvania, the State of New York, the Corporations Code of the State of California and the General Corporation Law and Limited Liability Company Act of the State of Delaware, and we express no opinion with respect to the laws of any other state or jurisdiction. Although the New Guarantees and the Debt Securities to which such New Guarantees relate may be issued from time to time on a delayed or continuous basis, the opinions expressed herein are limited to the laws, including rules and regulations, as in effect on the date hereof.

We hereby consent to the use of this opinion as Exhibit 5.4 to the Registration Statement and to the reference to us under the caption “Validity of Securities” in the Prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Schedule I

List of Existing Guarantors

Ambulatory Pharmaceutical Services, Inc.

AmerisourceBergen Consulting Services, Inc.

AmerisourceBergen Drug Corporation

AmerisourceBergen Holding Corporation

AmerisourceBergen Services Corporation

AmerisourceBergen Specialty Group, Inc.

AmeriSource Health Services Corporation

AmeriSource Heritage Corporation

Anderson Packaging, Inc.

APS Enterprises Holding Company, Inc.

ASD Specialty Healthcare, Inc.

AutoMed Technologies, Inc.

Bellco Drug Corp.

Clinical Outcomes Resource Application Corporation

Dialysis Purchasing Alliance, Inc.

Health Services Capital Corporation

I.G.G. of America, Inc.

IHS Acquisition XXX, Inc.

Imedex, LLC

Integrated Commercialization Solutions, Inc.

International Oncology Network Solutions, Inc.

International Physician Networks, L.L.C.

Liberty Acquisition Corp.

Medical Initiatives, Inc.

Pharm Plus Acquisition, Inc.

Pharmacy Healthcare Solutions, Ltd.

Solana Beach, Inc.

Specialty Pharmacy, Inc.

Specialty Pharmacy of California, Inc.

Telepharmacy Solutions, Inc.

The Lash Group, Inc.

US Bioservices Corporation

Value Apothecaries, Inc.

Xcenda, L.L.C.

Schedule II

List of New Guarantors

IntrinsiQ Holdings, Inc., a Delaware corporation

IntrinsiQ, LLC, a Delaware limited liability company

Premier Source Diagnostics Inc., a Delaware corporation

Premier Source, LLC, a California limited liability company

EX-12.1

Exhibit 12.1

AmerisourceBergen Corporation

Computation of Ratio of Earnings to Fixed Charges

	Fiscal Year Ended September 30,											Nine Months Ended June 30,
(in thousands, except ratios)	2006			2007		2008		2009		2010		2011
Determination of earnings:
Income from continuing operations before income taxes	$	684,807		$	753,489	$	761,338	$	824,074	$	1,027,769	$	904,116
Add:
(Income) loss on equity investments		(1,837	)		779		—		1,109		700		587
Fixed charges (excluding capitalized interest)		76,510			87,024		85,278		72,915		84,059		64,793
Amortization of capitalized interest		271			820		1,014		1,024		1,098		895
Total earnings available for fixed charges	$	759,751		$	842,112	$	847,630	$	899,122	$	1,113,626	$	970,391
Fixed charges:
Interest expense	$	65,874		$	75,706	$	75,153	$	63,502	$	74,805	$	58,717
Capitalized interest		2,176			49		748		2,984		6,618		3,143
Estimated interest portion of rent expense		10,636			11,318		10,125		9,413		9,254		6,076
Total fixed charges	$	78,686		$	87,073	$	86,026	$	75,899	$	90,677	$	67,936
Ratio of earnings to fixed charges		9.7			9.7		9.9		11.8		12.3		14.3

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 No. 333-162227) and related Prospectus, as amended with the filing of this Post-Effective Amendment No. 3, of AmerisourceBergen Corporation for the registration of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, units and guarantees of debt securities and to the incorporation by reference therein of our reports dated November 23, 2010, with respect to the consolidated financial statements and schedule of AmerisourceBergen Corporation, and the effectiveness of internal control over financial reporting of AmerisourceBergen Corporation, included in its Annual Report (Form 10- K) for the year ended September 30, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

November 3, 2011