STOCK PURCHASE AGREEMENT by and among CHIESI FARMACEUTICI SPA, CORNERSTONE BIOPHARMA HOLDINGS, LTD., LUTZ FAMILY LIMITED PARTNERSHIP and THE STOCKHOLDERS NAMED HEREIN AND CORNERSTONE THERAPEUTICS, INC. (solely with respect to Section 4.1) Dated as of...Stock Purchase Agreement • December 21st, 2010 • Cornerstone BioPharma Holdings, Ltd. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT, dated as of December 16, 2010 (this “Agreement”), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (“Purchaser”), CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, and LUTZ FAMILY LIMITED PARTNERSHIP, a Nevada limited partnership (collectively, the “Sellers”) and solely with respect to Section 4.1, Cornerstone Therapeutics Inc., a Delaware corporation (the “Company”) and CAROLINA PHARMACEUTICALS, LTD., a limited liability company organized under the laws of Bermuda, Craig A. Collard and Steven M. Lutz (collectively, the “Stockholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 21st, 2010 • Cornerstone BioPharma Holdings, Ltd. • Pharmaceutical preparations
Each of the undersigned hereby agrees and consents that the Schedule 13D/A filed herewith (the “Schedule 13D/A”) by Cornerstone BioPharma Holdings, Ltd. is filed on behalf of each of them pursuant to the authorization of the undersigned to make such filing and that such Schedule 13D/A is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, including Rule 13d-1(k)(1). Each of the undersigned hereby agrees that such Schedule 13D/A is, and any further amendments to the Schedule 13D/A will be, filed on behalf of each of the undersigned. Each of the persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. This agreement is effective as of December 20, 2010.
