AMENDMENT TO STOCKHOLDERS AGREEMENT

Exhibit 10.2

AMENDMENT TO STOCKHOLDERS AGREEMENT

     This AMENDMENT TO STOCKHOLDERS AGREEMENT , dated as of June 26, 2009 (this “ Amendment ”), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy, CRAIG A. COLLARD, CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, CAROLINA PHARMACEUTICALS LTD., a limited liability company organized under the laws of Bermuda, LUTZ FAMILY LIMITED PARTNERSHIP, North Carolina limited partnership, STEVEN M. LUTZ and CORNERSTONE THERAPEUTICS INC., a Delaware corporation (the “ Company ”).

RECITALS

      WHEREAS , the parties entered into a Stockholders Agreement, dated as of May 6, 2009 (the “ Stockholders Agreement ”); and

      WHEREAS , the parties desire to amend the Stockholders Agreement in certain respects.

      NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: