EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of 03/01/2006 (the “Effective Date”) by and between Cornerstone BioPharma, Inc., a Delaware corporation (the “Company”), and Steven Lutz (the “Executive”), an individual residing in North Carolina.
SECURITY AGREEMENTSecurity Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
THIS SECURITY AGREEMENT is made and entered into this 25th day of June, 2008, by and among Aristos Pharmaceuticals, Inc. (hereinafter called the “Grantor” whether one or more in number, a corporation, partnership, another legal entity or an individual), whose address is 2000 Regency Parkway, Suite 255, Cary NC 27518, and Cornerstone Biopharma Holdings, Inc. (hereafter called the “Debtor”), whose address is 2000 Regency Parkway, Suite 255, Cary NC 27518 and Paragon Commercial Bank (hereinafter called the “Secured Party”), a North Carolina banking Corporation, whose address is 3535 Glenwood Avenue, Raleigh, NC 27612.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 200___ between Cornerstone BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CORNERSTONE BIOPHARMA, INC. AGREEMENT REGARDING EMPLOYMENT, EMPLOYEE DUTIES, OWNERSHIP OF EMPLOYEE DEVELOPMENTS, AND CONFIDENTIALITYEmployment Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of March 3, 2008, is entered into by and between Cornerstone BioPharma, Inc. and/or its affiliates (“Cornerstone” or “Company”), a Nevada corporation with offices at 2000 Regency Parkway, Suite 255, Cary, North Carolina 27511 and George Esgro (“Employee”).
SECURITY AGREEMENTSecurity Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
Cornerstone Biopharma Holdings, Inc., referred to herein as the “Debtor, the Debtor who is or who expects to be either directly or indirectly obligated to Paragon Commercial Bank, referred to herein as the “Bank” or the “Secured Party,” agrees as follows:
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Second Amendment”) is entered into as of November 16, 2005, by and between CORNERSTONE PHARMACEUTICALS LTD., an Anguilla company (“Cornerstone”), and VINTAGE PHARMACEUTICALS, LLC, a Delaware limited liability company (“Vintage”).
AMENDED AND RESTATED PRODUCTS DEVELOPMENT AGREEMENTProducts Development Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • New York
This Amended and Restated Products Development Agreement (this “Agreement”) is made and dated as of December 29, 2006 (the “Effective Date”), and amended and restated as of the 27th day of August, 2008, by and between Cornerstone Biopharma, Inc., a Nevada corporation (“Cornerstone”), and Neos Therapeutics, L.P., a Texas limited partnership (“Neos”) (Cornerstone and Neos are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
Cornerstone Biopharma, Inc.Termination and Mutual Release Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Maryland
This letter will serve to reflect our agreement regarding an amendment of the above-referenced license agreement (the “Agreement”). As you know, Cornerstone Biopharma, Inc. (“Cornerstone”) exercised its right under Section 6.03 of the Agreement to terminate the Agreement with respect to the Licensed Product referenced in Section 1.10(ii) (Allerx HC) by providing written notice to Pharmaceutical Innovations, LLC on December 22, 2007 of such intent. The parties wish to amend the Agreement to reflect such partial termination as well as make other modifications to the Agreement.
PATHEON PROPOSAL :CBP-FCL1-1300-0707-ROCornerstone Therapeutics Inc • November 5th, 2008 • Pharmaceutical preparations • Puerto Rico
[***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission.
MODIFICATION AGREEMENTModification Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
CORNERSTONE BIOPHARMA, INC. Executive Retention AgreementRetention Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
THIS EXECUTIVE RETENTION AGREEMENT by and between Cornerstone BioPharma, Inc., a Delaware corporation (the “Company”), and Craig A. Collard (the “Executive”) is made as of February 8, 2006 (the “Effective Date”).
ADDENDUM #1Cornerstone Therapeutics Inc • November 5th, 2008 • Pharmaceutical preparations
ADDENDUM #1 made this 18th day of January 2005, between REGENCY PARK CORPORATION, a North Carolina corporation having its principal place of business in Cary, North Carolina (the “Landlord”) and CORNERSTONE BIOPHARMA, INC, a Nevada corporation having its principal place of business in Cary, North Carolina (the “Tenant”).
MODIFICATION AGREEMENTModification Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
THIS MODIFICATION AGREEMENT is made as of this 31st day of July, 2007, between PARAGON COMMERCIAL BANK, a banking corporation organized under the laws of the State of North Carolina (hereinafter “Bank”), Cornerstone Biopharma Holdings, Inc. (the “Borrower”, whether one or more in number), and, if a deed of trust is modified, Charles W. Cleary of Wake County, North Carolina (the “Trustee”).
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Alabama
This Third Amendment to Asset Purchase Agreement (this “Amendment”), is entered into as of December 7, 2006 by and between Cornerstone BioPharma, Inc., a Nevada corporation (“Cornerstone”), and Vintage Pharmaceuticals, LLC, a Delaware limited liability company (“Vintage”).
LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
Meiji Seika Kaisha, Ltd., a company organized and existing under the laws of Japan and having its principal place of business at 4-16, Kyobashi 2-chome, Chuo-ku, Tokyo 104-8002 Japan (hereinafter referred to as “Licensor”), and
CORNERSTONE LICENSE AGREEMENTConfidential Disclosure Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Maryland
This Agreement (the “Agreement”) is made and entered into effective as of the 31st day of August, 2006, by and between Pharmaceutical Innovations, LLC. (hereinafter referred to as “PI”) and Cornerstone Biopharma, Inc. (hereinafter referred to as “Cornerstone”).
FIRST AMENDMENT TO COPROMOTION AGREEMENTCopromotion Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
This FIRST AMENDMENT TO COPROMOTION AGREEMENT (the “First Amendment”) is made and entered into as of July 1, 2008 (the “Amendment Date”) by and between Atley Pharmaceuticals, Inc., having a place of business at 10511 Old Ridge Road, Ashland, VA 23005 (“Atley”), and Cornerstone BioPharma Holdings, Inc., a Delaware corporation that sometimes does business as Cornerstone BioPharma, Inc. (“Cornerstone”), having a place of business at 2000 Regency Parkway, Cary, NC 27518.
AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
This amendment (the “Amendment”) to that certain License and Supply Agreement dated October 12, 2006 (the “License Agreement”) is made by and between Cornerstone Biopharma Inc., a corporation organized and existing under the laws of the State of Nevada and having its principal office at 2000 Regency Parkway, Suite 255 Cary, North Carolina, 27511 USA, and Meiji Seika Kaisha, Ltd., a company organized and existing under the laws of Japan and having its principal place of business at 4-16, Kyobashi 2-chome, Chuo-ku, Tokyo 104-8002 Japan. Capitalized terms not defined herein shall have the meanings ascribed to them in the License Agreement.
Re: License and Supply AgreementCornerstone Therapeutics Inc • November 5th, 2008 • Pharmaceutical preparations
This letter is to confirm the mutual understanding and agreement between Meiji Seika Kaisha, Ltd. (“Meiji”) and Cornerstone Biopharma Inc. (“Cornerstone”) with respect to the License and Supply Agreement dated October 12, 2006 regarding Cefditoren Pivoxil as amended by the Amendment No. 1 dated July 27, 2007 (the “License Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Alabama
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of July 20, 2004, by and between Cornerstone Pharmaceuticals Ltd., an Anguilla company with offices located at 8000 Regency parkway, Suite 430, Cary, North Carolina 27511 (“Cornerstone”) and Vintage Pharmaceuticals, LLC, a Delaware limited liability company with offices located at 130 Vintage Drive, Huntsville, Alabama 35811 (“Vintage”).
Supply and Marketing Agreement ARISTOS PHARMACEUTICALS, INC. and SOVEREIGN PHARMACEUTICALS, LTD agree as follows:Quality Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
CORNERSTONE BIOPHARMA HOLDINGS, INC. Amended and Restated Restricted Stock Agreement Granted Under 2005 Stock Incentive PlanRestricted Stock Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
This AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of August 20, 2008, and amended and restated as of October 31, 2008 (the “Amendment Date”), between Cornerstone BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and David Price (the “Participant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 20, 2008, by and between Cornerstone BioPharma Holdings, Inc. (the “Company”) and David Price (the “Executive”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of May 20th, 2005, by and between CORNERSTONE PHARMACEUTICALS LTD., an Anguilla company (“Cornerstone”), and VINTAGE PHARMACEUTICALS, LLC, a Delaware limited liability company (“Vintage”).
ADDENDUM TO LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
THIS ADDENDUM made on this 14th day of August, 2008 (the “Effective Date”) by and between Meiji Seika Kaisha, Ltd. (“Licensor”) and Cornerstone BioPharma, Inc. (“Licensee”) with respect to the License and Supply Agreement dated October 12, 2006 regarding Cefditoren Pivoxil, as amended by Amendment No. 1 dated July 27, 2007 (the “License Agreement”).
CORNERSTONE BIOPHARMA, INC. PROPRIETARY INFORMATION, INVENTIONS, NON- COMPETITION AND NON-SOLICITATION AGREEMENTCornerstone Biopharma • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
This Proprietary Information, Inventions, Non-competition, and Non-solicitation Agreement (“Agreement’) is made [in consideration for my employment/engagement — for new employees/consultants/directors] [in consideration of an option grant attached as Schedule 1 hereto or for the payment of $ 100.00 — for existing employees/consultants/directors] by Cornerstone BioPharma, Inc., a Delaware corporation, or its subsidiaries or affiliates (the “Company”), and the compensation now and hereafter paid to me. I hereby agree as follows:
LEASE AGREEMENTLease Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
THIS LEASE AGREEMENT dated the 11th day of August, 2004 and entered into between REGENCY PARK CORPORATION, a North Carolina corporation having its principal place of business in Cary, North Carolina (the “Landlord”), and Cornerstone BioPharma, a Nevada corporation having its principal place of business in Cary, North Carolina (the “Tenant”).
MEIJI SEIKA KAISHA, LTD. INTERNATIONAL HEADQUARTERS, PHARMACEUTICALSCornerstone Therapeutics Inc • November 5th, 2008 • Pharmaceutical preparations
This refers to a letter agreement dated July 27, 2007 made between Meiji Seika Kaisha., Ltd. (“Meiji”) and Cornerstone Biopharma Inc. (“Cornerstone”) with respect to the License and Supply Agreement dated October 12, 2006 regarding Cefditoren Pivoxil as amended by the Amendment No. l dated July 27, 2007 (“Letter Agreement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the said License and Supply Agreement and the Letter Agreement. In accordance with Paragraph 4 of the Letter Agreement, Meiji and Cornerstone had discussions at Meiji’s Headquarters on December 13, 2007 with respect to allocation of expenses for the development of Once-Daily Product and Pediatric Product. As a result of such discussions, both parties hereby confirm and agree that:
First Amendment to Cornerstone License AgreementCornerstone License Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
This First Amendment to Cornerstone License Agreement (“Amendment”) is made and entered into on August, 10, 2007 (“Effective Date”), by and between Pharmaceutical Innovations, LLC (hereinafter referred to as “PI”) and Cornerstone Biopharma, Inc. (hereinafter referred to as “Cornerstone”).
CORNERSTONE BIOPHARMA HOLDINGS, INC. Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive PlanCornerstone Therapeutics Inc • November 5th, 2008 • Pharmaceutical preparations
MEIJI SEIKA KAISHA, LTD. INTERNATIONAL HEADQUARTERS, PHARMACEUTICALS 4-16, Kyobashi 2 chome, Chuo-ku, Tokyo, 104-8002 Japan TELEPHONE:(03)3272 6511 FAX: (03)3281 • 4058 (03)3278-6551 JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
Meiji Seika Kaisha, Ltd., a company organized and existing under the laws of Japan and having its principal place of business at 4-16, Kyobashi 2-chome, Chuo-ku, Tokyo 104-8002 Japan (hereinafter referred to as “Meiji Seika”), and
DEVELOPMENT AND MANUFACTURING AGREEMENTDevelopment and Manufacturing Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND MANUFACTURING AGREEMENT (this “Agreement”) is made effective the 27th day of February, 2008, among Cornerstone BioPharma, Inc., a Delaware corporation (“Company”), NEOS Therapeutics, L.P., a Texas limited partnership (“Manufacturer”) and Coating Place, Inc., a Wisconsin corporation (“Supplier”). Manufacturer, Supplier, and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DEVELOPMENT, LICENSE AND SERVICES AGREEMENT ([***]/METHSCOPOLAMINE PRODUCT)Development, License and Services Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • New York
This Development, License and Services Agreement (including all Schedules hereto, this “Agreement) is made and dated as of March 19, 2008 (the “Effective Date”), by and between Cornerstone BioPharma, Inc., a Delaware corporation (“Cornerstone”), and Neos Therapeutics, L.P., a Texas limited partnership (“Neos” and together with Cornerstone, the “Parties”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Alabama
This Second Amendment to Asset Purchase Agreement (this “Amendment”), is entered into as of November 13th, 2006 by and between Cornerstone BioPharma, Inc., a Nevada corporation (“Cornerstone”), and Vintage Pharmaceuticals, LLC, a Delaware limited liability company (“Vintage”).
MANUFACTURING AGREEMENT By and between VINTAGE PHARMACEUTICALS, LLC. And CORNERSTONE PHARMACEUTICALS, INC. Dated July 20, 2004Manufacturing Agreement • November 5th, 2008 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Alabama
This contract is made this 20th day of July, 2004 (Effective Date) by and between Cornerstone Pharmaceuticals, Inc. (“CORNERSTONE”) a corporation organized and existing under the laws of the State of Nevada and having an office and place of business at 8000 Regency Parkway, Suite 430 Cary, NC 27511, and Vintage Pharmaceuticals, LLC (“VINTAGE”), a limited liability company organized and existing under the laws of the State of Alabama and having an office and place of business at 130 VINTAGE Drive, Huntsville, AL 35811.
