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ASSET PURCHASE
AGREEMENT
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” ).
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 and by that certain Second Amendment to
Asset Purchase Agreement dated as of November ___, 2006 (together,
the “Agreement” ).
WHEREAS:
Under the Agreement, Vintage has the exclusive right to manufacture
and market an authorized generic version of the Product(s);
and
WHEREAS:
the parties desire to enable Cornerstone to market and sell an
authorized generic version of the Product(s) directly or by
contract with a third party; and
WHEREAS:
Vintage supplies Cornerstone with the Product(s) pursuant to a
Manufacturing Agreement entered into concurrent with the Agreement;
and
WHEREAS:
the parties desire for Vintage to manufacture and sell and for
Cornerstone to purchase a generic version of the Product(s) under
the Manufacturing Agreement.
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 3.05. Section 3.05 of the Asset
Purchase Agreement shall be modified by adding the following
s
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