SUBSCRIPTION
      AGREEMENT

    


    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
      page hereof between Cornerstone Pharmaceuticals, Inc. (the “Company”), and Aaron
      Drillick and A. Joseph Stern the undersigned (individually each a Subscriber
      and
      Jointly the “Subscribers”).
      For all
      Units purchased jointly by Subscribers 85% shall be attributed to A. Joseph
      Stern and 15% shall be attributed to Aaron Drillick. 

    


    WITNESSETH:

     

    WHEREAS,
      the parties desire that, upon the terms and conditions contained herein, the
      Company shall sell and issue and the Subscribers shall purchase up to 1,250,000
      units each consisting of four shares of the Company’s common stock, par value
      $.001 per share (“Common Stock”) and three warrants (“Warrants”) exercisable at
      $1.10 per share in accordance with the terms of the attached draft warrant
      (the
      Warrants and Common Stock are hereinafter referred to as the “Units”); and, in a
      private offering (the “Offering”); and

    


    WHEREAS,
      the purchase price for each Unit shall be $4.00; and

    


    WHEREAS,
      the Subscriber desires to purchase the Units on the terms conditions of this
      Agreement; 

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto do hereby agree as
      follows:

    


    
      	
              I.

            	
              SUBSCRIPTION
                FOR UNITS AND REPRESENTATIONS BY
                SUBSCRIBER

            


    

    


    1.1 Subject
      to the terms and conditions hereinafter set forth, from time to time and up
      until October 31, 2008 the Company may send the Subscribers written notice
      (said
      notice can be given by fax, email or by regular USPS mail) requesting that
      the
      Subscribers purchase the number of Units stated in such notice(s) at a purchase
      price of $4.00 per unit. Said notice can not be given more frequently than
      once
      per any thirty (30) day period (the “Company’s Notice”). The Subscribers hereby
      irrevocably subscribe for and agree to purchase from the Company the number
      of
      Units set forth in the Company’s Notice (up to an aggregate of 1,250,000 Units
      for all notices). In each Company Notice Company shall request that Subscriber
      purchase no less than 100,000 units and no more than 200,000 units in any given
      Notice period. Subscriber shall wire within thirty days of the receipt of the
      Company’s Notice an amount equal to the Company’s Notice. (the “Subscription
      Amount”). Within thirty (30) business days of the Company’s receipt of the
      Subscription Amount, the Company shall send to the Subscribers stock
      certificates representing the Common Stock and Warrants purchased. The Company
      hereby takes into account the 356,250 Units already subscribed for by Subscriber
      through the date of the signing of this Agreement. 

    


    1.2 The
      Subscriber recognizes that the purchase of the Units involves a high degree
      of
      risk including, but not limited to, the following: (a) the Company remains
      an
      early stage business with limited operating history and requires substantial
      funds in addition to the proceeds of the Offering; (b) an investment in the
      Company is highly speculative, and only investors who can afford the loss of
      their entire investment should consider investing in the Company and the Units;
      (c) the Subscribers may not be able to liquidate their investment; (d)
      transferability of the Units, including the Common Stock and Warrants contained
      therein and the Common Stock issuable upon the exercise of the Warrants, is
      extremely limited; (e) in the event of a disposition of the Units (or the Common
      Stock, Warrants or Common Stock issuable upon the exercise of the Warrants,
      the
      Subscribers could sustain the loss of their entire investment; (f) the Company
      has not paid any dividends since its inception and does not anticipate paying
      any dividends, and (g) the shares of the Company’s Common Stock are junior to
      the rights and preferences of the shares of Series A Preferred Stock which
      are
      currently outstanding and the Company may issue additional securities in the
      future which have rights and preferences that are senior to those of the Common
      Stock. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.3 Each
      Subscriber represents that such Subscriber is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
      the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
      the Subscriber’s responses to the questions contained in Article VII hereof, and
      that the Subscriber is able to bear the economic risk of an investment in the
      in
      the Units. The Subscriber hereby acknowledges and represents that (a) the
      Subscriber has knowledge and experience in business and financial matters,
      prior
      investment experience, including investment in securities that are non-listed,
      unregistered and/or not traded on a national securities exchange nor on the
      National Association of Securities Dealers, Inc. (the “NASD”) automated
      quotation system (“NASDAQ”), or the Subscriber has employed the services of a
“purchaser representative” (as defined in Rule 501 of Regulation D), attorney
      and/or accountant to read all of the documents furnished or made available
      by
      the Company to the Subscriber and to evaluate the merits and risks of such
      an
      investment in the Units on the Subscriber’s behalf; (b) the Subscriber
      recognizes the highly speculative nature of this investment; and (c) the
      Subscriber is able to bear the economic risk that the Subscriber hereby
      assumes.

    


    1.4 The
      Subscriber hereby acknowledges receipt and careful review of this Agreement,
      including all exhibits thereto, and any documents which may have been made
      available upon request as reflected therein (collectively referred to as the
      “Offering Materials”) and hereby represents that the Subscriber has been
      furnished by the Company during the course of the Offering with all information
      regarding the Company, the terms and conditions of the Offering and any
      additional information that the Subscriber has requested or desired to know,
      and
      has been afforded the opportunity to ask questions of and receive answers from
      duly authorized officers or other representatives of the Company concerning
      the
      Company and the terms and conditions of the Offering.

    


    1.5
      (a) In
      making
      the decision to invest in the Units the Subscriber has relied solely upon the
      information provided by the Company in the Offering Materials. To the extent
      necessary, the Subscriber has retained, at its own expense, and relied upon
      appropriate professional advice regarding the investment, tax and legal merits
      and consequences of this Agreement and the purchase of the Units hereunder.
      The
      Subscriber disclaims reliance on any statements made or information provided
      by
      any person or entity in the course of Subscriber’s consideration of an
      investment in the Units other than the Offering Materials. 

     

    
      
         

      

      
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    (b) The
      Subscriber represents that (i) the Subscriber was contacted regarding the sale
      of the Units by the Company (or an authorized agent or representative thereof)
      with whom the Subscriber had a prior substantial pre-existing relationship
      and
      (ii) no Units were offered or sold to it by means of any form of general
      solicitation or general advertising, and in connection therewith, the Subscriber
      did not (A) receive or review any advertisement, article, notice or other
      communication published in a newspaper or magazine or similar media or broadcast
      over television or radio, whether closed circuit, or generally available; or
      (B)
      attend any seminar meeting or industry investor conference whose attendees
      were
      invited by any general solicitation or general advertising.

    


    1.6 The
      Subscriber hereby represents that the Subscriber, either by reason of the
      Subscriber’s business or financial experience or the business or financial
      experience of the Subscriber’s professional advisors (who are unaffiliated with
      and not compensated by the Company or any affiliate or selling agent of the
      Company, directly or indirectly), has the capacity to protect the Subscriber’s
      own interests in connection with the transaction contemplated
      hereby.

    


    1.7 The
      Subscriber hereby acknowledges that the Offering has not been reviewed by the
      United States Securities and Exchange Commission (the “SEC”) nor any state
      regulatory authority since the Offering is intended to be exempt from the
      registration requirements of Section 5 of the Securities Act pursuant to
      Regulation D promulgated thereunder. The Subscriber understands that the Units,
      including the Common Stock, the Warrants the Common Stock issuable upon exercise
      of the Warrants (the Units, the Common Stock, the Warrants and the Common Stock
      issuable upon exercise of the Common Stock are hereinafter sometimes referred
      to
      as the “Securities”), have not been registered under the Securities Act or under
      any state securities or “blue sky” laws and agrees not to sell, pledge, assign
      or otherwise transfer or dispose of the Units unless they are registered under
      the Securities Act and under any applicable state securities or “blue sky” laws
      or unless an exemption from such registration is available.

    


    1.8 The
      Subscriber understands that the Securities have not been registered under the
      Securities Act by reason of a claimed exemption under the provisions of the
      Securities Act that depends, in part, upon the Subscriber’s investment
      intention. In this connection, the Subscriber hereby represents that the
      Subscriber is purchasing the Units for the Subscriber’s own account for
      investment and not with a view toward the resale or distribution to others.
      The
      Subscriber, if an entity, further represents that it was not formed for the
      purpose of purchasing the Units. 

    


    1.9 The
      Subscriber understands that there is no public market for the Common Stock
      or
      any other securities of the Company and that no market may develop for any
      the
      Common Stock or any other securities of the Company. The Subscriber understands
      that even if a public market develops for such Common Stock, Rule 144 (“Rule
      144”) promulgated under the Securities Act requires for non-affiliates, among
      other conditions, a one-year holding period prior to the resale (in limited
      amounts) of securities acquired in a non-public offering without having to
      satisfy the registration requirements under the Securities Act. The Subscriber
      understands and hereby acknowledges that the Company is under no obligation
      to
      register any of the Securities under the Securities Act or any state securities
      or “blue sky” laws other than as set forth in Article V. 

     

    
      
         

      

      
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    1.10 The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities that such Securities have not been registered
      under the Securities Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement. The Subscriber is aware that the Company will
      make
      a notation in its appropriate records with respect to the restrictions on the
      transferability of such Securities. The legend to be placed on each certificate
      and each Warrant shall be in form substantially similar to the
      following:

    


    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
      SKY LAWS”, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
      COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY
      HAS
      RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND
      ITS
      COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

    


    1.11 The
      Subscriber understands that the Company will review this Agreement and is hereby
      given authority by the Subscriber to call Subscriber’s bank or place of
      employment or otherwise review the financial standing of the Subscriber; and
      it
      is further agreed that the Company, at its sole discretion, reserve the
      unrestricted right, without further documentation or agreement on the part
      of
      the Subscriber.

    


    1.12 The
      Subscriber hereby represents that the address of the Subscriber furnished by
      Subscriber on the signature page hereof is the Subscriber’s principal residence
      if Subscriber is an individual or its principal business address if it is a
      corporation or other entity.

    


    1.13 The
      Subscriber represents that the Subscriber has full power and authority
      (corporate, statutory and otherwise) to execute and deliver this Agreement
      and
      to purchase the Securities. This Agreement constitutes the legal, valid and
      binding obligation of the Subscriber, enforceable against the Subscriber in
      accordance with its terms.

    


    1.14 If
      the
      Subscriber is a corporation, partnership, Limited Liability Company, trust,
      employee benefit plan, individual retirement account, Keogh Plan, or other
      tax-exempt entity, it is authorized and qualified to invest in the Company
      and
      the person signing this Agreement on behalf of such entity has been duly
      authorized by such entity to do so.

    


    1.15 The
      Subscriber acknowledges that if he or she is a Registered Representative of
      an
      NASD member firm, he or she must give such firm the notice required by the
      NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
      firm in Section 7.4 below.

     

    
      
         

      

      
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    1.16 The
      Subscriber acknowledges that at such time, if ever, as the Securities are
      registered (as such term is defined in Article V hereof), sales of the
      Securities will be subject to state securities laws.

    


    1.17 b) Subject
      to the provision below, the Subscriber hereby agrees that from the earlier
      to
      occur of (i) the date of the initial public offering of the Common Stock (the
      “IPO”) or (ii) the first date (the “Trading Date”) on which the Common Stock
      trades on a national securities exchange or (on the NASDAQ) (a “Trading Event”)
      and continuing for a period of 180 days thereafter or such longer period as
      may
      be requested by the underwriter or underwriters, in the case of an IPO (the
      “Lock-Up Period”), the Subscriber will not, without the prior written consent of
      the Company, offer, pledge, sell, contract to sell, grant any option for the
      sale of, or otherwise dispose of, directly or indirectly, the Registrable Shares
      (as defined in Section 5.1) purchased or acquired by the Subscriber. In
      addition, the Subscriber agrees that during the period from the date that
      Subscriber was first contacted with respect to the potential purchase of the
      Units through the last date upon which Subscriber holds any Units or Registrable
      Shares, the Subscriber will not directly or indirectly, through related parties,
      affiliates or otherwise sell “short” or “short against the box” (as those terms
      are generally understood) any equity security of the Company.

    


    (b) 
      RESERVED


    


    (c) In
      order
      to enforce the foregoing covenant, the Company may impose stop-transfer
      instructions with respect to the Registrable Shares (as defined below) of each
      Holder (as defined below) (and the shares or securities of every other person
      subject to the foregoing restriction) until the end of such period.

    


    1.18 c) The
      Subscriber agrees not to issue any public statement with respect to the
      Subscriber’s investment or proposed investment in the Company or the terms of
      any agreement or covenant between them and the Company without the Company’s
      prior written consent, except such disclosures as may be required under
      applicable law or under any applicable order, rule or regulation.

    


    (b) The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscribers, except as required by law; provided, that the Company
      may
      use the name of the Subscriber for any offering or in any registration statement
      filed pursuant to Article V in which the Subscriber’s shares are
      included.

    


    1.19 The
      Subscriber agrees to hold the Company and its directors, officers, employees,
      affiliates, controlling persons and agents and their respective heirs,
      representatives, successors and assigns harmless and to indemnify them against
      all liabilities, costs and expenses incurred by them as a result of (a) any
      sale
      or distribution of the Securities by the Subscriber in violation of the
      Securities Act or any applicable state securities or “blue sky” laws; or (b) any
      false representation or warranty or any breach or failure by the Subscriber
      to
      comply with any covenant made by the Subscriber in this Agreement (including
      the
      Confidential Investor Questionnaire contained in Article VII herein) or any
      other document furnished by the Subscriber to any of the foregoing in connection
      with this transaction.

     

    
      
         

      

      
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    1.21
      If
      the Subscriber is a corporation, limited partnership or limited liability
      company, such Subscriber is validly existing corporation, limited partnership
      or
      limited liability company. 

    


    1.22
      The
      Subscriber acknowledges that no person or entity shall, as a result of the
      purchase of the Units by the Subscriber, have any valid right, interest or
      claim
      against or upon the Company for any commission, fee or other compensation
      pursuant to any agreement, arrangement or understanding entered into by or
      on
      behalf of the Subscriber. 

    


    


    
      	
              II.

            	
              REPRESENTATIONS
                BY AND COVENANTS OF THE COMPANY

            


    

    


    The
      Company hereby represents and warrants to the Subscriber that:

    


    2.1 Organization,
      Good Standing and Qualification.
      The
      Company is a corporation validly existing under the laws of the State of New
      York and has full corporate power and authority to conduct its
      business.

    


    2.2 Capitalization
      and Voting Rights.
      The
      authorized, issued and outstanding capital stock of the Company is as set forth
      on Schedule 2.2 attached hereto and
      all
      issued and outstanding shares of the Company are validly issued, fully paid
      and
      nonassessable. Except as set forth in the Offering Materials, there are no
      outstanding options, warrants, agreements, convertible securities, preemptive
      rights or other rights to subscribe for or to purchase any shares of capital
      stock of the Company. Except as set forth in the Offering Materials and as
      otherwise required by law, there are no restrictions upon the voting or transfer
      of any of the shares of capital stock of the Company pursuant to the Company’s
      Amended Certificate of Incorporation (the “Certificate of Incorporation”),
      By-Laws or other governing documents or any agreement or other instruments
      to
      which the Company is a party or by which the Company is bound.

    


    2.3 Authorization;
      Enforceability.
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the (i) authorization execution, delivery and performance of this Agreement
      by
      the Company; and (ii) authorization, sale, issuance and delivery of the
      Securities contemplated hereby and the performance of the Company’s obligations
      hereunder has been taken. This Agreement has been duly executed and delivered
      by
      the Company and constitutes a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, subject
      to laws of general application relating to bankruptcy, insolvency and the relief
      of debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. The Common Stock,
      when issued and fully paid for in accordance with the terms of this Agreement,
      will be validly issued, fully paid and nonassessable. The issuance and sale
      of
      the Common Stock contemplated hereby will not give rise to any preemptive rights
      or rights of first refusal on behalf of any person which have not been waived
      in
      connection with this offering.

     

    
      
         

      

      
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    2.4 No
      Conflict; Governmental Consents.

    


    (a) The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      material law, statute, rule, regulation, order, writ, injunction, judgment
      or
      decree of any court or governmental authority to or by which the Company is
      bound, or of any provision of the Certificate of Incorporation or By-Laws of
      the
      Company, and will not conflict with, or result in a material breach or violation
      of, any of the terms or provisions of, or constitute (with due notice or lapse
      of time or both) a default under, any lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement or instrument to which the Company
      is a party or by which it is bound or to which any of its properties or assets
      is subject, nor result in the creation or imposition of any lien upon any of
      the
      properties or assets of the Company.

    


    (b) No
      consent, approval, authorization or other order of any governmental authority
      is
      required to be obtained by the Company in connection with the authorization,
      execution and delivery of this Agreement or with the authorization, issue and
      sale of the Common Stock and Warrants, except such filings as may be required
      to
      be made with the SEC, NASD, NASDAQ and with any state or foreign blue sky or
      securities regulatory authority.

    


    2.5 Litigation.
      The
      Company knows of no pending or threatened legal or governmental proceedings
      against the Company which could materially adversely affect the business,
      property, financial condition or operations of the Company or which materially
      and adversely questions the validity of this Agreement or any agreements related
      to the transactions contemplated hereby or the right of the Company to enter
      into any of such agreements, or to consummate the transactions contemplated
      hereby or thereby. The Company is not a party or subject to the provisions
      of
      any order, writ, injunction, judgment or decree of any court or government
      agency or instrumentality which could materially adversely affect the business,
      property, financial condition or operations of the Company. There is no action,
      suit, proceeding or investigation by the Company currently pending in any court
      or before any arbitrator or that the Company intends to initiate.

    


    2.6 Disclosure.
      The
      information set forth in the Offering Materials as of the date hereof contains
      no untrue statement of a material fact nor omits to state a material fact
      necessary in order to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

    


    2.7 Investment
      Company.
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.

    


    2.8 
      RESERVED 

    


    2.9 Intellectual
      Property; Employees.

    


    (i) The
      Company has not received any written communications alleging that the Company
      has violated or, by conducting its business as presently proposed to be
      conducted, would violate any of the patents, trademarks, service marks, trade
      names, copyrights or trade secrets or other proprietary rights of any other
      person or entity. 

     

    
      
         

      

      
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    (ii) The
      Company is not aware that any of its employees is obligated under any contract
      (including licenses, covenants or commitments of any nature) or other agreement,
      or subject to any judgment, decree or order of any court or administrative
      agency, that would interfere with their duties to the Company or that would
      conflict with the Company’s business as presently conducted. 

    


    (iii) Neither
      the execution nor delivery of this Agreement, nor the carrying on of the
      Company’s business by the employees of the Company, nor the conduct of the
      Company’s business as presently conducted, will, to the Company’s knowledge,
      conflict with or result in a breach of the terms, conditions or provisions
      of,
      or constitute a default under, any contract, covenant or instrument under which
      any employee is now obligated.

    


    (iv) To
      the
      Company’s knowledge, no employee of the Company, nor any consultant with whom
      the Company has contracted, is in violation of any term of any employment
      contract, proprietary information agreement or any other agreement relating
      to
      the right of any such individual to be employed by, or to contract with, the
      Company because of the nature of the business conducted by the Company; and
      to
      the Company’s knowledge the continued employment by the Company of its present
      employees, and the performance of the Company’s contracts with its independent
      contractors, will not result in any such violation. The Company has not received
      any written notice alleging that any such violation has occurred. The Company
      is
      not aware that any officer, key employee or group of employees intends to
      terminate his, her or their employment with the Company, nor does the Company
      have a present intention to terminate the employment of any officer, key
      employee or group of employees.

    


    2.10 Title
      to Properties and Assets; Liens, Etc.
      The
      Company has good and marketable title to its properties and assets, and good
      title to its leasehold estates, in each case subject to no mortgage, pledge,
      lien, lease, encumbrance or charge, other than (a) those resulting from taxes
      which have not yet become delinquent; (b) liens and encumbrances which do not
      materially detract from the value of the property subject thereto or materially
      impair the operations of the Company; and (c) those that have otherwise arisen
      in the ordinary course of business. The Company is in compliance with all
      material terms of each lease to which it is a party or is otherwise
      bound.

    


    2.11
       Use
      of
      Proceeds.
      The net
      proceeds of the sale of the Units shall be used 

    by
      the
      Company for working capital and general corporate purposes. 

     

    
      	
              III.

            	
              TERMS
                OF SUBSCRIPTION

            


    

    


    3.1 The
      Subscriber hereby authorizes and directs the Company to deliver the certificates
      representing the Securities purchased by the Subscriber pursuant to this
      Agreement directly to the Subscriber’s residential or business address indicated
      on the signature page hereto. 

    


    
      	
              IV.

            	
              CONDITIONS
                TO OBLIGATIONS OF THE SUBSCRIBERS

            


    

    


    4.1 The
      Subscriber’s obligation to purchase the Units upon receipt of the Company’s
      Notice is subject to the fulfillment as of the date of the receipt of the
      Company’s Notice of the following conditions, which conditions may be waived at
      the option of each Subscriber to the extent permitted by law:

    


    (a) Covenants.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to the date of such Closing shall have been performed
      or complied with in all material respects.

     

    
      
         

      

      
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    (b) No
      Legal Order Pending.
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.

    


    (c) No
      Law
      Prohibiting or Restricting Such Sale.
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      such sale or requiring any consent or approval of any person, which shall not
      have been obtained, to issue the Securities (except as otherwise provided in
      this Agreement).

    


    
      	
              V.

            	
              REGISTRATION
                RIGHTS

            


    

    


    5.1 Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings.

    


    (a) The
      term
“Holder” shall mean any person owning or having the right to acquire Registrable
      Shares or any permitted transferee of a Holder.

    


    (b) The
      terms
“register”, “registered” and “registration” refer to a registration effected by
      preparing and filing a registration statement or similar document in compliance
      with the Securities Act of 1933, as amended (the “Securities Act”), and the
      declaration or order of effectiveness of such registration statement or
      document.

    


    (c) The
      term
“Registrable Shares” shall mean (i) the Common Stock and (ii) the Common Stock
      issuable upon exercise of the Warrants provided, however, that securities shall
      only be treated as Registrable Securities if and only for so long as they (A)
      have not been disposed of pursuant to a registration statement declared
      effective by the Securities and Exchange Commission (“SEC”); (B) have not been
      sold in a transaction exempt from the registration and prospectus delivery
      requirements of the Securities Act so that all transfer restrictions and
      restrictive legends with respect thereto are removed upon the consummation
      of
      such sale; (C) are held by a Holder or a permitted transferee of a Holder
      pursuant to Section 5.9; and (D) may not be disposed of under Rule 144(k) under
      the Securities Act without restriction. 

    


    5.2 
      Registration Rights

    


    (a) Subject
      to the limitations set forth herein, in the event that the Company files a
      registration statement other than a registration statement on Form S-8 is
      declared effective by the Securities and Exchange Commission, at any time
      beginning six months after the date such registration statement is declared
      effective by the SEC, Subscribers may request the registration under the
      Securities Act of 1933, as amended (the “1933 Act”) for all or a part of their
      Registrable Securities then outstanding (a “Demand Registration”). The Company
      shall use its commercially reasonable efforts to file such registration
      statement under the 1933 Act within sixty days after the date any such request
      is received by the Company, however, if the request is made during the last
      forty five (45) days of the Company’s fiscal year, the Company shall not be
      required to file the registration statement until ten (10) business days after
      the Company’s Form 10-KSB has been filed with the SEC. The Company shall notify
      the Subscribers promptly when any such registration statement has been declared
      effective. The Company shall not be required to file more than one registration
      statement pursuant to this Agreement. 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (b) Notwithstanding
      any other provision of this Section 5.2, the Company may at any time, abandon
      or
      delay any registration commenced by the Company. In the event of such an
      abandonment by the Company, the Company shall not be required to continue
      registration of shares requested by the Holder for inclusion, the Holder shall
      retain the right to request inclusion of shares as set forth above and the
      withdrawn registration shall not be deemed to be a registration request for
      the
      purposes of this Section. 

    


    5.3 Registration
      Procedures.
      Whenever required under this Article V to include Registrable Shares in a
      Company registration statement, the Company shall, as expeditiously as
      reasonably possible:

    


    (a) Use
      best
      efforts to (i) cause such registration statement to become effective, and (ii)
      cause such registration statement to remain effective until the earliest to
      occur of (A) such date as the sellers of Registrable Shares (the “Selling
      Holders”) have completed the distribution described in the registration
      statement and (B) such time that all of such Registrable Shares are no longer,
      by reason of Rule 144(k) under the Act, required to be registered for the sale
      thereof by such Holders. The Company will also use its best efforts to, during
      the period that such registration statement is required to be maintained
      hereunder, file such post-effective amendments and supplements thereto as may
      be
      required by the Securities Act and the rules and regulations thereunder or
      otherwise to ensure that the registration statement does not contain any untrue
      statement of material fact or omit to state a fact required to be stated therein
      or necessary to make the statements contained therein, in light of the
      circumstances under which they are made, not misleading; provided, however,
      that
      if applicable rules under the Securities Act governing the obligation to file
      a
      post-effective amendment permits, in lieu of filing a post-effective amendment
      that (i) includes any prospectus required by Section 10(a)(3) of the Securities
      Act or (ii) reflects facts or events representing a material or fundamental
      change in the information set forth in the registration statement, the Company
      may incorporate by reference information required to be included in (i) and
      (ii)
      above to the extent such information is contained in periodic reports filed
      pursuant to Section 13 or 15(d) of the Exchange Act in the registration
      statement. 

    


    (b) Prepare
      and file with the SEC such amendments and supplements to such registration
      statement, and the prospectus used in connection with such registration
      statement, as may be necessary to comply with the provisions of the Securities
      Act with respect to the disposition of all securities covered by such
      registration statement.

    


    (c) Make
      available for inspection upon reasonable notice during the Company’s regular
      business hours by each Selling Holder, any underwriter participating in any
      distribution pursuant to such registration statement, and any attorney,
      accountant or other agent retained by such Selling Holder or underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, and cause the Company’s officers, directors and employees to supply all
      information reasonably requested by any such Selling Holder, underwriter,
      attorney, accountant or agent in connection with such registration
      statement.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (d) Furnish
      to the Selling Holders such numbers of copies of a prospectus, including a
      preliminary prospectus as amended or supplemented from time to time, in
      conformity with the requirements of the Securities Act, and such other documents
      as they may reasonably request in order to facilitate the disposition of
      Registrable Shares owned by them.

    


    (e) Use
      best
      efforts to register and qualify the securities covered by such registration
      statement under such other federal or state securities laws of such
      jurisdictions as shall be reasonably requested by the Selling Holders; provided,
      however, that the Company shall not be required in connection therewith or
      as a
      condition thereto to qualify to do business or to file a general consent to
      service of process in any such states or jurisdictions, unless the Company
      is
      already subject to service in such jurisdiction and except as may be required
      by
      the Securities Act.

    


    (f) In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering. Each Selling Holder participating
      in
      such underwriting shall also enter into and perform its obligations under such
      an agreement.

    


    (g) Notify
      each Holder of Registrable Shares covered by such registration statement, at
      any
      time when a prospectus relating thereto is required to be delivered under the
      Securities Act, (i) when the registration statement or any post-effective
      amendment and supplement thereto has become effective; (ii) of the issuance
      by
      the SEC of any stop order or the initiation of proceedings for that purpose
      (in
      which event the Company shall make every effort to obtain the withdrawal of
      any
      order suspending effectiveness of the registration statement at the earliest
      possible time or prevent the entry thereof); (iii) of the receipt by the Company
      of any notification with respect to the suspension of the qualification of
      the
      Registrable Shares for sale in any jurisdiction or the initiation of any
      proceeding for such purpose; and (iv) of the happening of any event as a result
      of which the prospectus included in such registration statement, as then in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then
      existing.

    


    (h) Cause
      all
      such Registrable Shares registered hereunder to be listed on each securities
      exchange or quotation service on which similar securities issued by the Company
      are then listed or quoted.

    


    (i) Provide
      a
      transfer agent and registrar for all Registrable Shares registered pursuant
      hereunder and, if required, CUSIP number for all such Registrable Shares, in
      each case not later than the effective date of such registration.

    


    (j) Cooperate
      with the Selling Holders and the managing underwriters, if any, to facilitate
      the timely preparation and delivery of certificates representing the Registrable
      Shares to be sold, which certificates will not bear any restrictive legends;
      and
      enable such Registrable Shares to be in such denominations and registered in
      such names as the managing underwriters, if any, shall request at least two
      business days prior to any sale of the Registrable Shares to the
      underwriters.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (k) In
      connection with an underwritten offering, cause the officers of the Company
      to
      provide reasonable assistance in the preparation of, any “road show”
presentation to potential investors as the managing underwriter may determine.
      

    


    (l) Comply
      with all applicable rules and regulations of the SEC.

    


    (m) If
      the
      offering is underwritten and at the request of any Selling Holder, use its
      best
      efforts to furnish on the date that Registrable Shares are delivered to the
      underwriters for sale pursuant to such registration: (i) opinions dated such
      date of counsel representing the Company for the purposes of such registration,
      addressed to the underwriters and the transfer agent for the Registrable Shares
      so delivered, respectively, to the effect that such registration statement
      has
      become effective under the Securities Act and such Registrable Shares are freely
      tradable, and covering such other matters as are customarily covered in opinions
      of issuer’s counsel delivered to underwriters and transfer agents in
      underwritten public offerings and (ii) a letter dated such date from the
      independent public accountants who have certified the financial statements
      of
      the Company included in the registration statement or the prospectus, covering
      such matters as are customarily covered in accountants’ letters delivered to
      underwriters in underwritten public offerings.

    


    5.4 Furnish
      Information.
      It
      shall be a condition precedent to the obligation of the Company to take any
      action pursuant to this Article V with respect to the Registrable Shares of
      any
      Selling Holder that such Holder shall furnish to the Company such information
      regarding the Holder, the Registrable Shares held by the Holder, and the
      intended method of disposition of such securities as shall be reasonably
      required by the Company to effect the registration of such Holder’s Registrable
      Shares.

    


    5.5 Registration
      Expenses.
      The
      Company shall bear and pay all Registration Expenses incurred in connection
      with
      any registration, filing or qualification of Registrable Shares with respect
      to
      registrations pursuant to Section 5.2 for each Holder, but excluding
      underwriting discounts and commissions relating to Registrable Shares and
      excluding any professional fees or costs of accounting, financial or legal
      advisors to any of the Holders.

    


    5.6 Underwriting
      Requirements.
      In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under Section 5.2 to
      include any of the Holders’ Registrable Shares in such underwriting unless they
      accept the terms of the underwriting as agreed upon between the Company and
      the
      underwriters selected by it (or by other persons entitled to select the
      underwriters), and then only in such quantity as the underwriters determine
      in
      their sole discretion will not jeopardize the success of the offering by the
      Company. If the total amount of securities, including Registrable Shares,
      requested by stockholders to be included in such offering exceeds the amount
      of
      securities sold other than by the Company that the underwriters determine in
      their sole discretion is compatible with the success of the offering, then
      the
      Company shall be required to include in the offering only that number of such
      securities, including Registrable Shares, which the underwriters determine
      in
      their sole discretion will not jeopardize the success of the offering (the
      securities so included to be apportioned pro rata among the selling stockholders
      according to the total amount of securities entitled to be included therein
      owned by each selling stockholder or in such other proportions as shall mutually
      be agreed to by such selling stockholders). For purposes of the preceding
      parenthetical concerning apportionment, for any selling stockholder who is
      a
      holder of Registrable Shares and is a partnership or corporation, the partners,
      retired partners and stockholders of such holder, or the estates and family
      members of any such partners and retired partners and any trusts for the benefit
      of any of the foregoing persons shall be deemed to be a single “selling
      stockholder”, and any pro-rata reduction with respect to such “selling
      stockholder” shall be based upon the aggregate amount of shares carrying
      registration rights owned by all entities and individuals included in such
      “selling stockholder”, as defined in this sentence.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    5.7 Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this
      Article. 

    


    5.8 Indemnification.
      In the
      event that any Registrable Shares are included in a registration statement
      under
      this Article V:

    


    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, any underwriter (as defined in the Securities Act) for such Holder
      and
      each person, if any, who controls such Holder or underwriter within the meaning
      of the Securities Act or the Exchange Act, against any losses, claims, damages,
      or liabilities (joint or several) to which they may become subject under the
      Securities Act, or the Exchange Act, insofar as such losses, claims, damages,
      or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement of a material fact contained in such
      registration statement, including any preliminary prospectus or final prospectus
      contained therein or any amendments or supplements thereto, (ii) the omission
      to
      state therein a material fact required to be stated therein, or necessary to
      make the statements therein not misleading, or (iii) any violation by the
      Company of the Securities Act, the Exchange Act, or any rule or regulation
      promulgated under the Securities Act, or the Exchange Act, and the Company
      will
      pay to each such Holder, underwriter or controlling person, as incurred, any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided, however, that the indemnity agreement contained in this Section 5.8(a)
      shall not apply to amounts paid in settlement of any such loss, claim, damage,
      liability, or action if such settlement is effected without the consent of
      the
      Company (which consent shall not be unreasonably withheld), nor shall the
      Company be liable in any such case for any such loss, claim, damage, liability,
      or action to the extent that it arises out of or is based upon a Violation
      which
      occurs in reliance upon and in conformity with written information furnished
      expressly for use in connection with such registration by any such Holder,
      underwriter or controlling person.

    


    (b) To
      the
      extent permitted by law, each Selling Holder will indemnify and hold harmless
      the Company, each of its directors, each of its officers, each person, if any,
      who controls the Company within the meaning of the Securities Act, any
      underwriter, any other Holder selling securities in such registration statement
      and any controlling person of any such underwriter or other Holder, against
      any
      losses, claims, damages, or liabilities (joint or several) to which any of
      the
      foregoing persons may become subject, under the Securities Act, or the Exchange
      Act, insofar as such losses, claims, damages, or liabilities (or actions in
      respect thereto) arise out of or are based upon any Violation, in each case
      to
      the extent (and only to the extent) that such Violation occurs in reliance
      upon
      and in conformity with written information furnished by such Holder expressly
      for use in connection with such registration; and each such Holder will pay,
      as
      incurred, any legal or other expenses reasonably incurred by any person intended
      to be indemnified pursuant to this Section 5.8(b), in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 5.8(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Holder, which consent
      shall not be unreasonably withheld; provided,
      further,
      that, in
      no event shall any indemnity under this Section 5.8(b) exceed the greater of
      the
      cash value of the (i) gross proceeds from the offering received by such Holder
      or (ii) such Holder’s investment pursuant to this Agreement as set forth on the
      signature page attached hereto.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (c) Promptly
      after receipt by an indemnified party under this Section 5.8 of notice of the
      commencement of any action (including any governmental action), such indemnified
      party shall, if a claim in respect thereof is to be made against any
      indemnifying party under this Section 5.8, deliver to the indemnifying party
      a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly notified, to assume
      the defense thereof with counsel selected by the indemnifying party and approved
      by the indemnified party (whose approval shall not be unreasonably withheld);
      provided, however, that an indemnified party (together with all other
      indemnified parties which may be represented without conflict by one counsel)
      shall have the right to retain one separate counsel, with the fees and expenses
      to be paid by the indemnifying party, if representation of such indemnified
      party by the counsel retained by the indemnifying party would be inappropriate
      due to actual or potential differing interests between such indemnified party
      and any other party represented by such counsel in such proceeding. The failure
      to deliver written notice to the indemnifying party within a reasonable time
      of
      the commencement of any such action, if prejudicial to its ability to defend
      such action, shall relieve such indemnifying party of any liability to the
      indemnified party under this Section 5.8, but the omission so to deliver written
      notice to the indemnifying party will not relieve it of any liability that
      it
      may have to any indemnified party otherwise than under this Section
      5.8.

    


    (d) If
      the
      indemnification provided for in this Section 5.8 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage, or expense referred to therein, then the indemnifying
      party, in lieu of indemnifying such indemnified party hereunder, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss, liability, claim, damage, or expense in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and of the indemnified party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage, or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      indemnifying party and of the indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the alleged omission to state a material fact relates to
      information supplied by the indemnifying party or by the indemnified party
      and
      the parties’ relative intent, knowledge, access to information, and opportunity
      to correct or prevent such statement or omission.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

    


    (f) The
      obligations of the Company and Holders under this Section 5.8 shall survive
      the
      completion of any offering of Registrable Shares in a registration statement
      under this Article V, and otherwise.

    


    5.9 Permitted
      Transferees.
      The
      rights to cause the Company to register Registrable Shares granted to the
      Holders by the Company under this Article V may be assigned in full by a Holder
      in connection with a transfer by such Holder of its Registrable Shares if:
      (a) such Holder gives prior written notice to the Company; (b) such
      transferee agrees to comply with the terms and provisions of this Agreement;
      (c) such transfer is otherwise in compliance with this Agreement and
      (d) such transfer is otherwise effected in accordance with applicable
      securities laws. Except as specifically permitted by this Section 5.9, the
      rights of a Holder with respect to Registrable Shares as set out herein shall
      not be transferable to any other Person, and any attempted transfer shall cause
      all rights of such Holder therein to be forfeited. 

    


    5.10 Termination
      of Registration Rights
      The
      right of any Holder to request inclusion in any registration pursuant to Section
      5.2 shall terminate if all shares of Registrable Shares held by such Holder
      may
      immediately be sold under Rule 144(k).

    


    5.11 Removal
      of Shares from Registration Statement In
      the
      event that any Registration Statement (the “Original Registration Statement”)
      filed pursuant to this Agreement will not be declared effective due to comments
      from the Securities and Commission, the Company in its sole reasonable
      discretion may remove from Registration Statement all or any portion of the
      number of shares of the Holder’s shares of Registrable Securities from such
      Original Registration Statement as the Company in its reasonable discretion
      deems appropriate. 

     

    
      	
              VI.

            	
              MISCELLANEOUS
                

            


    

    


    6.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      or
      delivered by hand against written receipt therefor, addressed as
      follows:

    


    if
      to the
      Company, to it at:

    Cornerstone
      Pharmaceuticals, Inc.

    570
      Seventh Avenue

    New
      York,
      NY 10018

    Attn:
      David Polinsky, Esq.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      NY 10018

    Attn:
      Marc Ross, Esq.

    


    if
      to the
      Subscriber, to the Subscriber’s address indicated on the signature page of this
      Agreement.

    


    Notices
      shall be deemed to have been given or delivered on the date of mailing, except
      notices of change of address, which shall be deemed to have been given or
      delivered when received.

    


    6.2 Except
      as
      otherwise provided herein, this Agreement shall not be changed, modified or
      amended except by a writing signed by the parties to be charged, and this
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writing signed by the party to be charged.

    


    6.3 Subject
      to the provisions of Section 5.9, this Agreement shall be binding upon and
      inure
      to the benefit of the parties hereto and to their respective heirs, legal
      representatives, successors and assigns. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.

    


    6.4 Upon
      the
      execution and delivery of this Agreement by the Subscriber, this Agreement
      shall
      become a binding obligation of the Subscriber with respect to the purchase
      of
      Shares as herein provided, subject, however, to the right hereby reserved by
      the
      Company to enter into the same agreements with other subscribers and to add
      and/or delete other persons as subscribers. 

    


    6.5 NOTWITHSTANDING
      THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
      THE
      PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
      WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT
      A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES
      ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF THE STATE
      OF NEW YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL COURTS FOR SUCH
      STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY
      IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.
      

    


    6.6 In
      order
      to discourage frivolous claims the parties agree that unless a claimant in
      any
      proceeding arising out of this Agreement succeeds in establishing his claim
      and
      recovering a judgment against another party (regardless of whether such claimant
      succeeds against one of the other parties to the action), then the other party
      shall be entitled to recover from such claimant all of its/their reasonable
      legal costs and expenses relating to such proceeding and/or incurred in
      preparation therefor.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    6.7 The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect. If any provision of
      this
      Agreement shall be declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, such provision
      shall
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof shall nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions shall be deemed dependent upon any other covenant or provision unless
      so expressed herein. Moreover, said provision shall be replaced with language
      that is as similar in business purpose and intent and one that shall be legal,
      valid and enforceable

    


    .It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

    


    6.8 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

    


    6.9 This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument. This Agreement may also be executed via facsimile, which shall
      be
      deemed an original. 

    


    6.10 Nothing
      in this Agreement shall create or be deemed to create any rights in any person
      or entity not a party to this Agreement, except for the holders of Registrable
      Shares.

    


    6.12
      The
      obligations of each Subscriber under this Agreement are several and not joint
      with the obligations of any other Subscriber, and no Subscriber shall be
      responsible in any way for the performance of the obligations of any other
      Subscriber under this Agreement. The decision of each Subscriber to purchase
      the
      Shares pursuant to this Agreement has been made by such Subscriber independently
      of any other Subscriber. Nothing contained herein and no action taken by any
      Subscriber pursuant thereto, shall be deemed to constitute the Subscribers
      as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Subscribers are in any way acting in concert
      or as
      a group with respect to such obligations or the transactions contemplated by
      this Agreement. Each Subscriber acknowledges that no other Subscriber has acted
      as agent for such Subscriber in connection with making its investment hereunder
      and that no Subscriber will be acting as agent of such Subscriber in connection
      with monitoring its investment in the Securities or enforcing its rights under
      this Agreement. Each Subscriber shall be entitled to independently protect
      and
      enforce its rights, including, without limitation, the rights arising out of
      this Agreement and it shall not be necessary for any other Subscriber to be
      joined as an additional party in any proceeding for such purpose. 

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
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    CONFIDENTIAL
      INVESTOR QUESTIONNAIRE

    


    7.1 The
      Subscriber represents and warrants that he, she or it comes within one category
      marked below, and that for any category marked, he, she or it has truthfully
      set
      forth, where applicable, the factual basis or reason the Subscriber comes within
      that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
      CONFIDENTIAL. The undersigned agrees to furnish any additional information
      which
      the Company deems necessary in order to verify the answers set forth
      below.

    

      
        	
                Category
                  A

              	
                ____

              	
                 

              	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  whose
                  individual net worth, or joint net worth with his or her spouse,
                  presently
                  exceeds $1,000,000.

              
	 	 	 	 
	 	 	 	
                Explanation.
                  In calculating net worth you may include equity in personal property
                  and
                  real estate, including your principal residence, cash, short-term
                  investments, stock and securities. Equity in personal property
                  and real
                  estate should be based on the fair market value of such property
                  less debt
                  secured by such property.

              
	 	 	 	 
	
                Category
                  B  

              	
                ____

              	 	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  who
                  had an income in excess of $200,000 in each of the two most recent
                  years,
                  or joint income with his or her spouse in excess of $300,000 in
                  each of
                  those years (in each case including foreign income, tax exempt
                  income and
                  full amount of capital gains and losses but excluding any income
                  of other
                  family members and any unrealized capital appreciation) and has
                  a
                  reasonable expectation of reaching the same income level in the
                  current
                  year.

              
	 	 	 	 
	
                Category
                  C 

              	
                
                  ____

                

              	 	
                The
                  undersigned is a director or executive officer of the Company which
                  is
                  issuing and selling the Shares.

              
	 	 	 	 
	
                Category
                  D 

              	
                
                  ____

                

              	 	
                The
                  undersigned is a bank; a savings and loan association; insurance
                  company;
                  registered investment company; registered business development
                  company;
                  licensed small business investment company (“SBIC”); or employee benefit
                  plan within the meaning of Title 1 of ERISA and (a) the investment
                  decision is made by a plan fiduciary which is either a bank, savings
                  and
                  loan association, insurance company or registered investment advisor,
                  or
                  (b) the plan has total assets in excess of $5,000,000 or (c) is
                  a self
                  directed plan with investment decisions made solely by persons
                  that are
                  accredited investors. (describe entity)

              
	 	 	 	 
	 	 	 	    

	 	 	 	     

	 	 	 	 
	
                Category
                  E  

              	
                ____

              	
                 

              	
                The
                  undersigned is a private business development company as defined
                  in
                  section 202(a)(22) of the Investment Advisors Act of 1940. (describe
                  entity) 

              
	 	 	 	 
	 	 	 	     

	 	 	 	    



      

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      
        	
                Category
                  F  

              	
                ____

              	 	
                The
                  undersigned is either a corporation, partnership, Massachusetts
                  business
                  trust, or non-profit organization within the meaning of Section
                  501(c)(3)
                  of the Internal Revenue Code, in each case not formed for the specific
                  purpose of acquiring the Shares and with total assets in excess
                  of
                  $5,000,000. (describe entity)

              
	 	 	 	 
	 	 	 	    

	 	 	 	   

	 	 	 	 
	
                Category
                  G  

              	
                ____

              	 	
                The
                  undersigned is a trust with total assets in excess of $5,000,000,
                  not
                  formed for the specific purpose of acquiring the Shares, where
                  the
                  purchase is directed by a “sophisticated investor” as defined in
                  Regulation 506(b)(2)(ii) under the Act.

              
	 	 	 	 
	 	 	 	 
	
                Category
                  H  

              	
                ____

              	 	
                The
                  undersigned is an entity (other than a trust) in which all of the
                  equity
                  owners are “accredited investors” within one or more of the above
                  categories. If relying upon this Category alone, each equity owner
                  must
                  complete a separate copy of this Agreement. (describe
                  entity)

              
	 	 	 	 
	 	 	 	   

	 	 	 	 
	
                Category
                  I  

              	
                ____

              	 	
                The
                  undersigned is not within any of the categories above and is therefore
                  not
                  an accredited investor.

              
	 	 	 	 
	 	 	 	
                The
                  undersigned agrees that the undersigned will notify the Company
                  at any
                  time on or prior to the Closing Date in the event that the representations
                  and warranties in this Agreement shall cease to be true, accurate
                  and
                  complete.

              


      

    

     

    7.2 SUITABILITY
      (please
      answer each question)

    


    (a) For
      an
      individual Subscriber, please describe your current employment, including the
      company by which you are employed and its principal business:

     

      
        

      

    

    
      

      

      

    

     

    (b) For
      an
      individual Subscriber, please describe any college or graduate degrees held
      by
      you:

     

    
      
        

      

      
        

        

        

      

    

     

    (c) For
      all
      Subscribers, please list types of prior investments:

     

    
      
        

      

      
        

        

        

      

    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (d) For
      all
      Subscribers, please state whether you have you participated in other
private
      placements
      before:

    


    
      	 	
              YES_______

            	
              NO_______

            	 


    

     

    (e) If
      your
      answer to question (d) above was “YES”, please indicate frequency of such prior
      participation in private
      placements
      of:

     

    
      	 	
              Public

              Companies

            	 	
              Private

              Companies

            	 	
              Public
                or Private

              Biotechnology
                Companies

            
	 	 	 	 	 	 
	
              Frequently

            	  
	 	  
	 	  

	
              Occasionally

            	   
	 	  
	 	  

	
              Never

            	  
	 	  
	 	  



    

    


    (f) For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:

    
      


      
        	 	
                YES_______

              	
                NO_______

              	 


      

       

    

    (g) For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:


    
      


      
        	 	
                YES_______

              	
                NO_______

              	 


      

       

    

    (h) For
      all
      Subscribers, do you have any other investments or contingent liabilities which
      you reasonably anticipate could cause you to need sudden cash requirements
      in
      excess of cash readily available to you: 

     

    
      
        	 	
                YES_______

              	
                NO_______

              	 


      

       

    

    (i) For
      all
      Subscribers, are you familiar with the risk aspects and the non-liquidity of
      investments such as the securities for which you seek to subscribe?

    
      


      
        	 	
                YES_______

              	
                NO_______

              	 


      

       

    

    (j) 
      For all
      Subscribers, do you understand that there is no guarantee of financial return
      on
      this investment and that you run the risk of losing your entire
      investment?

    
      


      
        	 	
                YES_______

              	
                NO_______

              	 


      

    

    


    7.3 MANNER
      IN WHICH TITLE IS TO BE HELD.
      (circle
      one)

    


    
      	
            	(a)	
              Individual
                Ownership

            


    

    
      	
            	(b)	
              Community
                Property

            


    

    
      	
            	(c)	
              Joint
                Tenant with Right of 

              
                Survivorship
                  (both parties

                must
                  sign)

              

            



    
      	
            	(d)	
              Partnership*

            


    

    
      	
            	(e)	
              Tenants
                in Common

            


    

    
      	
            	(f)	
              Company*

            


    

    
      	
            	(g)	
              Trust*

            


    

    
      	
            	(h)	
              Other

            


    

     

    *If
      Shares are being subscribed for by an entity, the attached Certificate of
      Signatory must also be completed.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    7.4 NASD
      AFFILIATION.

    


    Are
      you
      affiliated or associated with an NASD member firm (please check
      one):

    Yes
      _________  No
      __________

     

    If
      Yes,
      please describe:

    _________________________________________________________

    _________________________________________________________

    _________________________________________________________

    


    *If
      Subscriber is a Registered Representative with an NASD member firm, have the
      following acknowledgment signed by the appropriate party:

    


    The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

    


    _________________________________

    Name
      of
      NASD Member Firm

    


    By:
      ______________________________

    Authorized
      Officer

    


    Date:
      ____________________________

    


    7.5 The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained in this Article VII and such answers have been provided under the
      assumption that the Company will rely on them.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    

      
        	
                  
                  

              	
                 

              	
                  
                  

              
	
                Signature

              	 	
                Signature
                  (if purchasing jointly)

              
	 	 	 
	
                 
                  

              	 	
                 
                  

              
	
                Name
                  Typed or Printed

              	 	
                Name
                  Typed or Printed

              
	 	 	 
	
                  
                  

              	 	
                  
                  

              
	
                Entity
                  Name

              	 	
                Entity
                  Name

              
	 	 	 
	
                  
                  

              	 	
                 
                  

              
	
                Address

              	 	
                Address

              
	 	 	 
	
                    
                  

              	 	
                  
                  

              
	
                City,
                  State and Zip Code

              	 	
                City,
                  State and Zip Code

              
	 	 	 
	
                  
                  

              	 	
                  
                  

              
	
                Telephone-Business

              	 	
                Telephone—Business

              
	 	 	 
	
                   
                  

              	 	
                  
                  

              
	
                Telephone-Residence

              	 	
                Telephone--Residence

              
	 	 	 
	
                 

              	 	
                 

              
	
                Facsimile-Business

              	 	
                Facsimile--Business

              
	 	 	 
	
                  
                  

              	 	
                  
                  

              
	
                Facsimile-Residence

              	 	
                Facsimile--Residence

              
	 	 	 
	
                   
                  

              	 	
                  
                  

              
	
                Tax
                  ID # or Social Security # 

              	 	
                Tax
                  ID # or Social Security # 

              
	 	 	 
	
                Name
                  in which securities should be issued:

              	 	
                   
                  

              


      



    


    Dated:              
      _______________  ,
      2006

    


    This
      Subscription Agreement is agreed to and accepted as of
      ________________ ,
      2006.

    


    
      	 	CORNERSTONE PHARMACEUTICALS,
              INC.
	 	 
	 	 
	 	
              By:____________________________________

              Name:
                

              Title: 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      OF SIGNATORY

    


    (To
      be
      completed if Shares are

    being
      subscribed for by an entity)

    


    


    I,____________________________,
      am the____________________________ of __________________________________________
      (the “Entity”).

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the Shares,
      and
      certify further that the Subscription Agreement has been duly and validly
      executed on behalf of the Entity and constitutes a legal and binding obligation
      of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this ________ day of _________________,
      ______

    


    


    
      	 	
              _______________________________________

              (Signature)

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Schedule
      2.2

     

    CAPITALIZATION

     

    I. Authorized

     

    
      	 	
              (i)

            	
              40,000,000
                shares of Common Stock, par value $.001 per
                share.

            


    

     

    
      	 	
              (ii)

            	
              10,000,000
                shares of Preferred Stock, par value $0.001 per share of which 6,050,000
                shares have been designated as Series A Convertible Preferred
                Stock.

            


    

    


    II. Outstanding*

    

      
        	
                A.

              	
                Stockholder

              	
                Shares
                  of Common Stock

              
	 	 	 
	 	
                Altira
                  Capital & Consulting, L.L.C.

              	
                6,752,541

              
	 	
                 

              	
                 

              
	 	
                Misc.
                  Common Stockholders

              	
                10,425,841

              
	 	 	
                17,178,382

              
	 	 	 
	 	 	 
	
                B.

              	
                3,057,500
                  shares of Series A Convertible Preferred Stock held by various
                  stockholders.

              


      

    

    


    III. Options
      and Warrants

    .

    
      	
            	A.	
              7,170,345
                investor warrants, of which: 112,500 exercisable at $1.00 per share;
                2,735,000 exercisable at $1.10 per share; 2,110,000 exercisable at
                $1.25
                per share; 378,415 exercisable at $1.38 per share, 430,431 exercisable
                at
                $1.78 per share and 930,000 exercisable at $2.00 per share and 474,000
                are
                exercisable at $3.50 per share. 

            


    

     

    
      	
            	B.	
              478,304
                broker and misc. warrants issued in conjunction with prior financings
                and
                misc. transactions.

            


    

    


    
      
        	
              	C.	
                2,500,000
                  Options approved for use as part of the Cornerstone Pharmaceuticals,
                  Inc.
                  2005 Incentive Stock Plan. 

              


      

    

    


    


    
      
         

      

      
        3