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ASSET PURCHASE
AGREEMENT
This Second
Amendment to Asset Purchase Agreement (this
“Amendment” ), is entered into as of
November 13 th ,
2006 by and between Cornerstone BioPharma, Inc., a Nevada
corporation ( “Cornerstone” ), and Vintage
Pharmaceuticals, LLC, a Delaware limited liability company (
“Vintage” ).
WHEREAS:
Cornerstone and Vintage have previously entered into that certain
Asset Purchase Agreement dated as of July 20, 2004, as amended
by that certain First Amendment to Asset Purchase Agreement dated
as of May 20, 2005 (together, the
“Agreement” ).
WHEREAS:
Section 7.08 of the Agreement provides that Cornerstone must
use “commercially reasonable efforts” to market,
produce and sell the Products.
WHEREAS:
Cornerstone and Vintage wish to enter into this Amendment in order
to amend Section 7.08 of the Agreement in order to redefine the
term “commercially reasonable efforts”.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual
covenants, terms and conditions herein contained, the parties
hereto hereby agree as follows:
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1.
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Defined Terms.
Capitalized terms used
but not defined herein have the meanings assigned to them in the
Agreement.
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2.
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Amendment of
Section 7.08. Section 7.08 of the Asset
Purchase Agreement shall be deleted in its entirely and replaced
with the following:
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“7.08 Marketing of the Products.
Cornerstone Agrees
to use commercially reasonable efforts to market, promote and sell
the Products. “Commercially reasonable efforts” shall
include but not be limited to: (i) Cornerstone’s
continued employment of a minimum of at least thirty
(30) sales detail field representatives ded
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