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First Amendment to Cornerstone
License Agreement
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”).
A. PI and
Cornerstone entered into that certain Cornerstone License Agreement
dated August 31, 2006 (“Agreement”), whereby
Cornerstone secured from PI an exclusive license in the United
States and a nonexclusive license in all other markets to
manufacture, package, market, distribute and otherwise exploit the
Licensed Products (as defined in the Agreement) on a worldwide
basis.
B. The
parties desire to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE,
the undersigned hereby agree as follows:
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1.
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The
effective date of this Amendment shall be the Effective
Date.
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2.
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Section 1.10 of the Agreement
is hereby deleted in its entirety and replaced with the
following:
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“1.10. “Licensed
Products” shall mean the following prescription day-night
products which fall within the scope of one or more valid claims of
any PI Patent: (i) a product (which may be known as AlleRx PE)
consisting of 40 mg. phenylephrine/2.5 mg. methscopolamine nitrate,
for daytime use and 10 mg. phenylephrine/8 mg. chlorpheniramine
maleate/2.5 mg. methscopolamine nitrate for nighttime use;
(ii) a product (which may be known as AlleRx HC) consisting of
[***] and (iii) a product consisting of 120 mg.
pseudoephedrine/2.5 mg. methscopolamine nitrate, for daytime use
and 8mg. chlorpheniramine maleate/2.5 mg. methscopolamine
nitrate/an attenuated dose of pseudoephedrine or phenylephrine for
nighttime use HCL for nighttime use.”
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[***]
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Confidential
portions of the exhibit have been omitted and filed separately with
the Securities and Exchange Commission.
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3.
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Section 4.03 of the Agreement
is hereby deleted in its entirety and replaced with the
following:
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“4.03.(a) With respect to the
License Product referenced in Section 1.10(i) hereof,
Cornerstone shall pay to PI Minimum Royalty Payments equal to One
Hundred Fifty Thousand Dollars ($150,000) per Calendar Year for the
term of this Agreement beginning with Calendar Year 2007 and ending
at the beginning of the Seven Year Period (such Minimum Royalty
Payments to be pro rated for periods of less than twelve
months.)
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4.03(b) With respect to the Licensed
Products referenced in Section 1.10(ii) and Section 1.10(iii)
hereof, Cornerstone shall pay to PI (A) no Minimum Royalty
Paym
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