Cornerstone Biopharma,
Inc.
2000 Regency Parkway,
Suite 244
Cary, NC 275l8
Allan M.
Weinstein, M.D.
Pharmaceutical Innovations, LLC
3301 New Mexico Avenue, N.W., Suite 302
Washington, D.C. 20016
Re:
Cornerstone License Agreement dated August 31, 2006, as
amended — Second Amendment
This letter
will serve to reflect our agreement regarding an amendment of the
above-referenced license agreement (the “Agreement”).
As you know, Cornerstone Biopharma, Inc.
(“Cornerstone”) exercised its right under
Section 6.03 of the Agreement to terminate the Agreement with
respect to the Licensed Product referenced in Section 1.10(ii)
(Allerx HC) by providing written notice to Pharmaceutical
Innovations, LLC on December 22, 2007 of such intent. The
parties wish to amend the Agreement to reflect such partial
termination as well as make other modifications to the
Agreement.
Section 1.10 of the Agreement is hereby
deleted in its entirety and replaced with the following.
“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; and (ii) a product consisting of 120 mg.
pseudoephedrine/2.5 mg. methscopolamine nitrate, for daytime use
and 8 mg. chlorpheniramine maleate/2.5 mg. methscopolamine
nitrate/an attenuated dose of pseudoephedrine or phenylephrine for
nighttime use.
Section 4.03 of the Agreement is hereby
deleted in its entirety and replaced with the following:
“4.03
With respect to the Licensed Products referenced in
Section 1.10 hereof, Cornerstone shall pay to PI Minimum
Royalty Payments equal to Three Hundred Thousand Dollars ($300,000)
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); provided, however, that the Minimum
Royalty Payments for Calendar Year 2007 shall be One Hundred Fifty
Thousand Dollars ($150,000). To clarify regarding pro
ration, by way
of example, if the PI Patents expire on August 31, 2011, the
Minimum Royalty Payment for that Calendar Year shall be 66 2/3% of
$300,000 or $200,000.”
Please sign
where indicated below to confirm that this letter constitutes the
Second Amendment to the Agreement and that Sections 1.10 and
4.03 now read as shown above.
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Very truly
yours,
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/s/ Craig
Collard
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Craig
Collard/President & Chief Executive Officer
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Pharmaceutical
Innovations
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