AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2009 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • North Carolina
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 6, 2009, by and between Cornerstone Therapeutics Inc., a Delaware corporation (the “Company”), and Joshua Franklin (the “Executive”). This Agreement shall be effective on the Closing Date (as such term is defined in the Stock Purchase Agreement, dated the same date as this Agreement between the Company and Chiesi Farmaceutici SpA (the “Effective Date”).
LICENSE AND DISTRIBUTION AGREEMENT between CHIESI FARMACEUTICI S.p.A. and CORNERSTONE THERAPEUTICS INC. Dated May 6, 2009License and Distribution Agreement • May 12th, 2009 • Cornerstone Therapeutics Inc • Pharmaceutical preparations
This LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this 6th day of May, 2009 (the “Effective Date”) between Chiesi Farmaceutici S.p.A. a company incorporated under the laws of Italy, with its principal place of business at Via Palermo 26/A, 43100 Parma, Italy (“Chiesi”) and Cornerstone Therapeutics Inc. a corporation incorporated under the laws of Delaware, with its principal place of business at 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518, USA (“Cornerstone”, and together with Chiesi, the “Parties”, each a “Party”).
GOVERNANCE AGREEMENT by and among CORNERSTONE THERAPEUTICS INC., THE STOCKHOLDERS NAMED HEREIN (solely with respect to Sections 3.1(c), 3.4(d) and 3.4(e)) and CHIESI FARMACEUTICI SPA Dated as of May 6, 2009Governance Agreement • May 12th, 2009 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Delaware
This GOVERNANCE AGREEMENT, dated as of May 6, 2009 (this “Agreement”), is by and among CORNERSTONE THERAPEUTICS INC., a Delaware corporation, (the “Company”), and solely with respect to Sections 3.1(c), 3.4(d) and 3.4(e), LUTZ FAMILY LIMITED PARTNERSHIP, a North Carolina limited partnership, CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, CAROLINA PHARMACEUTICALS LTD., a limited liability company organized under the laws of Bermuda, CRAIG A. COLLARD and STEVEN M. LUTZ (the “Stockholders”), and CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (“Purchaser”).
VOTING AGREEMENTVoting Agreement • May 12th, 2009 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT, dated as of May 6, 2009 (this “Agreement”), is by and among CORNERSTONE THERAPEUTICS INC., a Delaware corporation (the “Company”), and CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Company Stock Purchase Agreement referred to below.
VOTING AGREEMENTVoting Agreement • May 12th, 2009 • Cornerstone Therapeutics Inc • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT, dated as of May 6, 2009 (this “Agreement”), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (“Purchaser”), each of the holders of shares of common stock, par value $0.001 per share (the “Common Stock”), of Cornerstone Therapeutics Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (collectively, the “Stockholders”), and the Company (solely with respect to Section 2(b)). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Company Stock Purchase Agreement referred to below.
