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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment
No. 1 (this “ Amendment No. 1 ”) to
Agreement and Plan of Merger (the “ Merger Agreement
”), dated as of May 1, 2008, among Critical
Therapeutics, Inc., a Delaware corporation (“ Public
Company ”), Neptune Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Public Company (the
“ Transitory Subsidiary ”), Cornerstone
BioPharma Holdings, Inc., a Delaware corporation (“ Merger
Partner ”) and, for purposes of Section 8.3 and 9.13
of the Merger Agreement, Cornerstone Biopharma, Inc., shall be
effective August 7, 2008 (the “Effective Date”).
Terms that are used herein with initial capital letters and that
are not otherwise defined shall have the meanings given to them in
the Merger Agreement.
Public Company,
Transitory Subsidiary, Merger Partner, and Cornerstone Biopharma,
Inc. (collectively, the “Parties”) previously entered
into the Merger Agreement on May 1, 2008.
Section 3.16(f)
of the Merger Agreement erroneously refers to the product
Tussionex ® , which is owned by UCB Pharma, as being owned
by Merger Partner. The reference in Section 3.16(f) of the
Merger Agreement to Tussionex ® instead should have referred to
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