exv10w3






Exhibit 10.3




AMENDMENT NO. 6 RELATING TO

SPONSORED RESEARCH AND LICENSE AGREEMENT

BETWEEN CORNERSTONE THERAPEUTICS INC., FORMERLY KNOWN AS

CRITICAL THERAPEUTICS, INC.

AND

THE FEINSTEIN INSTITUTE FOR MEDICAL RESEARCH

DATED JANUARY 1, 2003




     THIS AMENDMENT NO. 6 is made the 3rd day of August, 2010.



     BETWEEN:




	 	(1)	 	Cornerstone Therapeutics Inc., formerly known as Critical Therapeutics, Inc., a
Delaware corporation (“CTI”); and
	 
	 	(2)	 	The Feinstein Institute for Medical Research, a New York not-for-profit
corporation (“Feinstein”).





     RECITALS:




	 	(A)	 	CTI and Feinstein entered into a Sponsored Research and License Agreement,
dated January 1, 2003.
	 
	 	(B)	 	The said Sponsored Research and License Agreement was modified by that
certain Letter Agreements between CTI and Feinstein dated February 3, 2004, and
was amended by each of Amendment No. 1 dated September 18, 2006,
Amendment No. 2 dated January 8, 2007, Amendment No. 3 dated June 29, 2007,
that certain letter agreement effective September 26, 2007 (the “September 2007
Letter”), Amendment No.4 dated August 3, 2010, and Amendment No. 5 dated
August 3, 2010. The Sponsored Research and License Agreement as so modified
and so amended is referred to herein as the “Original Agreement”.
	 
	 	(C)	 	CTI and Feinstein have agreed to amend the Original Agreement by and upon the
terms of this Amendment No. 6.





     OPERATIVE PROVISIONS:



     1. Introduction, Definitions and Interpretation




	 	1.1	 	This Amendment No. 6 is supplemental to the Original Agreement.
	 
	 	1.2	 	In this Amendment, the expression “this Amendment No. 6” shall mean this
Amendment No. 6, including its recitals and schedules.







 






			
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	 	1.3	 	Except where expressly provided to the contrary in this
Amendment No. 6:






	 	1.3.1	 	All capitalized terms used in this Amendment
No. 6 shall have the same meanings as are assigned thereto in the
Original Agreement, as amended by this Amendment No. 6; and,
	 
	 	1.3.2	 	This Amendment No. 6 shall be interpreted in
the same manner as the Original Agreement.






	 	1.4	 	Reference to clauses and Articles herein are to clauses and
Articles of the Original Agreement.





     2. Amendments




	 	 	NOW THEREFORE, in consideration of the mutual covenants contained in the Original Agreement
and in this Amendment No. 6 and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree that, with effect from the
Amendment No. 6 Date (as defined below), the Original Agreement is hereby amended as
follows:






	 	2.1	 	Article 1 of the Original Agreement shall be amended by
insertion of the following additional definition after Article 1.2(f):
	 
	 	 	 	“1.2(g). “Amendment No. 6 Date” shall mean 3rd August, 2010.”
	 
	 	2.2	 	Article 4.2.1 of the Original Agreement (entitled “Minimum
Royalties”) shall be deleted in its entirety and replaced with “Reserved”.
	 
	 	2.3	 	Article 4.2.4 of the Original Agreement (entitled “Sublicense
Income”) shall be deleted in its entirety and replaced with the following:






4.2.4 Sublicense Income. In the event that CTI or its Affiliates
grants one or more sublicense, CTI shall pay or cause its
Affiliates to pay, as the case may be, to Feinstein an amount equal
to:




(i) [***] percent ([***]%) of all royalty payments received from
sublicensees by CTI or its Affiliates that are based on
sublicensees’ net sales; and




(ii) [***] percent ([***]%) of all payments received from
sublicensees
by CTI or its Affiliates that result from the sublicensees’
recoveries from a lawsuit; and




(iii) [***] percent ([***]%) of all other consideration received
from







 






			
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sublicensees by CTI or its Affiliates in any form, net of any
payments required to be made by CTI or its Affiliates to any third
party pursuant to any intellectual property license between CTI or
its Affilaites and such third party because of the receipt of such
other consideration by CTI or its Affiliates, provided, however,
that




(iv) Notwithstanding paragraph (ii) above, upon execution of the
Targacept Sublicense Agreement and the receipt by CTI of the Initial
License Fee referenced in Article 5.1(a) in the Targacept Sublicense
Agreement, CTI’s obligations under this Section 4.2.4 with respect to
such Initial License Fee and any obligation of CTI under section
4.2.1 outstanding as of such time, shall be
considered fully satisfied upon payment to Feinstein of [***] Dollars
($[***]).




	 	2.4	 	Article 4.3 of the Original Agreement (entitled “Milestone Payments”) shall be
amended by adding the following proviso at the end of the Article, which shall
apply to all the paragraphs and subparagraphs of Article 4.3:
	 
	 	 	 	”...Provided, however, that the Milestone payments shall be
payable only when the applicable milestone is passed by CTI or an Affiliate,
and if a milestone is passed by a sublicensee of CTI, the
only obligation of CTI to Feinstein shall be to treat any payment
that CTI receives in connection with such event as “other
consideration” subject to Article 4.2.4 (iii) above, and to pay
Feinstein the percentage of such payment that Feinstein is due
under such Article.”
	 
	 	2.5	 	The following shall be added to the end of Article 4.1 of the
Original Agreement:
	 
	 	 	 	“CTI’s obligations to pay to Feinstein [***] Dollars
($[***]) within [***] month of written notification to CTI of the
issuance of any U.S. Patent which is included in the definition of
Feinstein Patent Rights pursuant to Article 1.7(2) shall cease after
CTI has made a total of [***] ([***]) such payment to Feinstein.”






3. No Other Amendments; Confirmation




Save as amended by this Amendment No. 6, the parties confirm that the Original Agreement
shall continue in full force and effect in all respects.




4. Counterparts





 






			
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This Amendment No. 6 may be signed in any number of counterparts with the same effect as if
the signatures to each counterpart were upon a single instrument, and all such counterparts
together shall be deemed an original of this Amendment No. 6.




5. Governing Law and Jurisdiction




This Amendment No. 6 shall be governed by and considered in accordance with the laws of the
State of New York without regard to any conflict of laws provision thereof.


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 6 as of the
Amendment No. 6 Date.




CORNERSTONE THERAPEUTICS INC.




	 	 	 	 	 
	 	 	 
	By:  	
/s/ Andrew Powell
 	 	 
	 	Name:  	Andrew Powell 	 	 
	 	Title:  	Executive Vice President 	 	 
	 



THE
FEINSTEIN INSTITUTE FOR MEDICAL 
RESEARCH




	 	 	 	 	 
	 	 	 
	By:  	/s/ Kirk R. Manogue, PhD
 	 	 
	 	Name:  	Kirk R. Manogue, PhD 	 	 
	 	Title:  	Vice President