Exhibit 10.1





Exhibit 10.1




PHARMACEUTICAL FINANCIAL SYNDICATE, LLC

100 Fairway Drive

Vernon Hills, IL 60061

February 3, 2010




FROST GAMMA INVESTMENTS TRUST,

SUBBARAO UPPALURI, STEVEN D. RUBIN, JANE HSIAO

4400 Biscayne Boulevard

Miami, FL 33137




Gentlemen/Ladies:



The following sets forth the principal terms of the proposed transaction (the “Agreement” or
the “Transaction(s)”) in which Pharmaceutical Financial Syndicate, LLC (“PFS”) shall acquire 100%
of the capital stock (18,399,271 shares), warrants (8,958,975
warrants) and all interests
exercisable to purchase, or convertible into, capital stock in Winston Pharmaceuticals, Inc.
(“Winston”) from Frost Gamma Investments Trust, Subbarao
Uppaluri, Steven D. Rubin and Jane Hsiao
(“Frost Group”).




	1.	 	Purchase Price: PFS will pay to the Frost Group collectively: (a) $789,500 in
cash upon the consummation of the purchase (the “Closing”) and (b) $10,263,500 plus accrued
interest, which shall be payable on the first to occur of the following milestones
(“Maturity”):






	 	a.	 	6 months after commercialization (sales) in the U.S. of the civamide patch for PHN
	 
	 	b.	 	6 months after commercialization (sales) in the U.S. of the civamide
capsule for Crohn’s Disease
	 
	 	c.	 	Sale of Winston for >$80 million in cash or in freely tradable public stock
	 
	 	d.	 	Six (6) years after the effective date of the Agreement.






Upon Closing of the Transaction and payment of the $789,500 by PFS to the Frost Group, PFS will
receive 7.143% of the Frost Group’s Shares and Warrants.




	2.	 	NOTE: At the Closing, PFS will deliver to the Frost Group a non-recourse note in the
aggregate principal amount of $10,263,500.00, which NOTE will incur 2.82% annual interest
payable at Maturity. The NOTE will be secured by 92.857% of the Frost Group Shares and
Warrants which will be held in escrow as provided below, and not released to PFS until the
NOTE is retired in full. If PFS chooses to prepay part or all of the NOTE (including accrued
interest) at any time prior to Maturity, there will be no prepayment penalty, and the number
of Frost Group shares held in escrow will be reduced proportionate to the reduction in the
amount of the remaining outstanding NOTE. If the NOTE is not retired in full upon Maturity,
the escrowed Frost Group shares will be returned to the Frost Group. The escrowed Frost Group
 shares will also be returned to the Frost Group if, in the event of a sale of Winston for
<80M in cash or freely tradable public stock, PFS fails to retire the NOTE in full
concomitant with the closing of a Winston sale, or in the event of bankruptcy or dissolution
of Winston.







 














 






	3.	 	Escrow: At the Closing, PFS and the Frost Group will execute an Escrow Agreement
which will provide for an independent escrow agent to hold 92.857% of the shares and warrants
in
Winston
held by the Frost Group and release these to PFS when the note is
retired in full.
These 92.857% of the Frost Group holdings will be returned to the Frost Group unless the NOTE
is paid in full upon the Maturity of the NOTE. In the event of such return of the escrowed
Frost Group shares and warrants, the NOTE will be cancelled and deemed satisfied both as to
principal and interest.









	4.	 	Definitive Agreements: As promptly as possible after the execution of this letter
of intent, the parties will negotiate the definitive agreements with respect to the
consummation of the Transaction (the “Definitive Agreements”). The Definitive Agreements, if
and when executed, shall include, among other things, (i) a 5-year standstill agreement for
the Frost Group both cumulatively and as individuals, (ii) the resignation of Glen Halpryn,
Rao Uppaluri and Curtis Lockshin from Winston’s Board of
Directors, (iii) mutual releases and
non-disparagement agreements between all parties to the agreement, (iv) a provision that if
Winston undertakes a registered public offering, Winston, with the agreement of the Frost
Group, will include in the offering at least 50% of the shares held in escrow, subject to
customary limitations or exclusions imposed in good faith by the underwriters. Sale of these
 shares will have precedent over the sale of any other shares by potential selling
shareholders. The net proceeds from the sale of such shares will be applied against the PFS
note, and (v) Joel and Carole Bernstein agree not to sell any of their shares in Winston as
long as the NOTE is outstanding, but their adult children will be free to sell their shares
unless one of them serves on Winston’s Board of Directors. If
Joel E. Bernstein should
predecease Carole while the NOTE is still outstanding, Carole may then sell her shares.
	 
	5.	 	Representations, Warranties and Covenants: The Definitive Agreements shall contain
representations, warranties, covenants and closing conditions customary for transactions of
the kind contemplated by this letter of intent.
	 
	6.	 	Confidentiality: PFS and the Frost Group each agree that all information and data
obtained
by it or its affiliates (and their representatives and agents) from the other, whether in
writing
or in verbal communications, is the confidential property of the other and will not be
disclosed to any third party by any of such persons for a period of 5 years from the date of
this letter, except as may be required by law.
	 
	7.	 	Closing: Closing of this transaction will be on or before a date 30 days from the
date of this
letter of intent.
	 
	8.	 	Fees and Expenses: PFS and the Frost Group shall bear their own costs and expenses
(including legal and accounting fees and expenses) with respect to this letter of intent and the
transactions contemplated hereby.






 


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Please indicate your agreement to the foregoing by signing a copy of this letter and returning it
to us.



Sincerely,




	 	 	 
	/s/ Joel E. Bernstein
 


	 	 
	PHARMACEUTICAL FINANCIAL SYNDICATE, LLC

By: Joel E. Bernstein, M.D.
	 	 
	 
	 	 
	ACCEPTED AND AGREED

FROST GAMMA INVESTMENTS TRUST:
	 	 
	 
	 	 
	/s/ Phillip Frost
 


	 	 
	Phillip Frost, M.D.
	 	 
	 
	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ Subbarao Uppaluri
 


	 	 
	Subbarao Uppaluri, Ph.D.
	 	 
	 
	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ Steven D. Rubin
 


	 	 
	Steven D. Rubin
	 	 
	 
	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ Jane Hsiao
 


	 	 
	Jane Hsiao, Ph.D.
	 	 







 


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