AMENDMENT
        

      


      Amendment
        (this “Amendment”) dated as of this 15th day of August, 2007 to a certain
        Subscription Agreement (the “Agreement”), made and entered into as of January
        22, 2007 between Cornerstone Pharmaceuticals,
        Inc.
        (the
“Company”), and Aaron Drillick and A. Joseph Stern (individually each a
“Subscriber” and Jointly the “Subscribers”). 

      


      In
        consideration of the mutual covenants and premises contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby conclusively acknowledged, the parties hereto, intending to be legally
        bound, agree as follows:

      


      


      1.1 The
        first
        WHEREAS clause of the Agreement is hereby amended and restated to read as
        follows:

      


      WHEREAS,
        the parties desire that, upon the terms and conditions contained herein,
        the
        Company shall sell and issue and the Subscribers shall purchase 2,500,000
        units
        each unit 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 

      


      1.2 Section
        1.1 of the Agreement is hereby amended and restated to read as follows:


      


      1.1 Subject
        to the terms and conditions hereinafter set forth, from time to time and
        up
        until August 31, 2008 the Company will 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 cannot 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 and the
        Company
        hereby irrevocably agrees to sell to Subscribers the number of Units set
        forth
        in the Company’s Notice in the aggregate of 2,500,000 Units for all notices
        (provided that, Subscribers acknowledge that the Company’s unissued balance of
        authorized shares is insufficient to service the maximum requirements of
        such
        aggregate number of Units). In each Company Notice, Company shall request
        that
        Subscriber purchase no less than 100,000 units and no more than 300,000 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 and Warrants representing the Units purchased, to the
        extent
        that the Company has sufficient unissued authorized shares to issue such
        Common
        Stock and has sufficient unissued authorized shares to allow for exercise
        of
        such Warrants. To the extent the Company does not have sufficient unissued
        authorized shares to issue such Common Stock and allow for exercise of such
        Warrants, the Company shall issue such Common Stock and Warrants when the
        Company has sufficient unissued authorized shares to issue such Common Stock
        and
        allow for exercise of such Warrants. The Company hereby takes into account
        the
        1,250,000 Units already subscribed for by Subscriber through the date of
        the
        signing of this Agreement. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          1.3
            The
            second paragraph of the draft warrant attached to the Agreement (and
            attached
            hereto) is amended and restated to read as follows:

        

      

      


      “SUBJECT
        TO THE PROVISIONS OF THIS WARRANT HEREOF, THIS WARRANT SHALL BE VOID AFTER
        5:00
        P.M. EASTERN TIME ON SEPTEMBER 1, 2013.”

       

      1.4 Except
        as
        amended by this Amendment, the Agreement shall remain in full force and effect
        in accordance with its terms.

      


      IN
        WITNESS WHEREOF,
        the
        Subscribers and the Company have as of the date first written above executed
        this Amendment.

      


      THE
        COMPANY:

      


      CORNERSTONE
        PHARMACEUTICALS, INC.

      


      


      By:
        _/s/
        Robert Rodriguez______    

      Name:
        Robert Rodriguez 

      Title:
        President. 

      


      SUBSCRIBERS:

      


      /s/
        A.
        Joseph
        Stern                            


      A.
        Joseph
        Stern

      


      


      /s/
        Aaron
        Drillick                                


      Aaron
        Drillick


      
        
           

        

        
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      THE
        SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
        HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
        AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
        THE
        COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
        THAT
        SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
        ACT
        OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

      


      SUBJECT
        TO THE PROVISIONS OF THIS WARRRANT HEREOF, THIS WARRANT SHALL BE VOID AFTER
        5:00
        P.M. EASTERN TIME ON SEPTEMBER 1, 2013 (the “EXPIRATION DATE”).

      


      No.
        __________

      


      


      CORNERSTONE
        PHARMACEUTICALS, INC.

      


      WARRANT
        TO PURCHASE __________ SHARES OF

      COMMON
        STOCK, PAR VALUE $0.001 PER SHARE

      


      For
        VALUE
        RECEIVED, ____________________ (“Warrantholder”), is entitled to purchase,
        subject to the provisions of this Warrant, from Cornerstone Pharmaceuticals,
        Inc., a New York corporation (the “Company”), at any time not later than 5:00
        P.M., Eastern time, on the Expiration Date (as defined above), at an exercise
        price per share equal to $1.10 (the “Warrant Price”), ____________________
        (__________) shares (“Warrant Shares”) of the Company’s Common Stock, par value
        $0.001 per share (“Common Stock”). The number of Warrant Shares purchasable upon
        exercise of this Warrant and the Warrant Price shall be subject to adjustment
        from time to time as described herein.

      


      Section
        1. Registration.
        The
        Company shall maintain books for the transfer and registration of the Warrant.
        Upon the initial issuance of this Warrant, the Company shall issue and register
        the Warrant in the name of the Warrantholder.

      


      Section
        2. Transfers.
        As
        provided herein, this Warrant may be transferred only pursuant to a registration
        statement filed under the Securities Act of 1933, as amended (the “Securities
        Act”), or an exemption from such registration. Subject to such restrictions,
        the
        Company shall transfer this Warrant from time to time upon the books to be
        maintained by the Company for that purpose, upon surrender thereof for transfer
        properly endorsed or accompanied by appropriate instructions for transfer
        and
        such other documents as may be reasonably required by the Company, including,
        if
        required by the Company, an opinion of its counsel to the effect that such
        transfer is exempt from the registration requirements of the Securities Act,
        to
        establish that such transfer is being made in accordance with the terms hereof,
        and a new Warrant shall be issued to the transferee and the surrendered Warrant
        shall be canceled by the Company.

       

      
        
           

        

        
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      Section
        3. Exercise
        of Warrant.
        Subject
        to the provisions hereof, the Warrantholder may exercise this Warrant in
        whole
        or in part at any time prior to its expiration upon surrender of the Warrant,
        together with delivery of the duly executed Warrant exercise form attached
        hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified
        check or wire transfer of funds for the aggregate Warrant Price for that
        number
        of Warrant Shares then being purchased, to the Company during normal business
        hours on any business day at the Company’s principal executive offices (or such
        other office or agency of the Company as it may designate by notice to the
        Warrantholder). The Warrant Shares so purchased shall be deemed to be issued
        to
        the Warrantholder or the Warrantholder’s designee, as the record owner of such
        shares, as of the close of business on the date on which this Warrant shall
        have
        been surrendered (or evidence of loss, theft or destruction thereof and security
        or indemnity satisfactory to the Company), the Warrant Price shall have been
        paid and the completed Exercise Agreement shall have been delivered.
        Certificates for the Warrant Shares so purchased, representing the aggregate
        number of shares specified in the Exercise Agreement, shall be delivered
        to the
        Warrantholder within a reasonable time, not exceeding three (3) business
        days,
        after this Warrant shall have been so exercised. The certificates so delivered
        shall be in such denominations as may be requested by the Warrantholder and
        shall be registered in the name of the Warrantholder or such other name as
        shall
        be designated by the Warrantholder. If this Warrant shall have been exercised
        only in part, then, unless this Warrant has expired, the Company shall, at
        its
        expense, at the time of delivery of such certificates, deliver to the
        Warrantholder a new Warrant representing the number of shares with respect
        to
        which this Warrant shall not then have been exercised. As used herein, “business
        day” means a day, other than a Saturday or Sunday, on which banks in New York
        City are open for the general transaction of business. Each exercise hereof
        shall constitute the re-affirmation by the Warrantholder that the
        representations and warranties contained in Article I of the Subscription
        Agreement by and between the Company, Aaron Drillick and Joseph Stern dated
        the
        date hereof (the “Subscription Agreement”) are true and correct in all material
        respects with respect to the Warrantholder as of the time of such
        exercise.

      


      Section
        4. Compliance
        with the Securities Act of 1933.
        Except
        as provided in the Subscription Agreement, the Company may cause the legend
        set
        forth on the first page of this Warrant to be set forth on each Warrant or
        similar legend on any security issued or issuable upon exercise of this Warrant,
        unless counsel for the Company is of the opinion as to any such security
        that
        such legend is unnecessary.

      


      Section
        5. Payment
        of Taxes.
        The
        Company will pay any documentary stamp taxes attributable to the initial
        issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
        however, that the Company shall not be required to pay any tax or taxes which
        may be payable in respect of any transfer involved in the issuance or delivery
        of any certificates for Warrant Shares in a name other than that of the
        Warrantholder in respect of which such shares are issued, and in such case,
        the
        Company shall not be required to issue or deliver any certificate for Warrant
        Shares or any Warrant until the person requesting the same has paid to the
        Company the amount of such tax or has established to the Company’s reasonable
        satisfaction that such tax has been paid. The Warrantholder shall be responsible
        for income taxes due under federal, state or other law, if any such tax is
        due.

      


      Section
        6. Mutilated
        or Missing Warrants.
        In case
        this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
        shall
        issue in exchange and substitution of and upon cancellation of the mutilated
        Warrant, or in lieu of and substitution for the Warrant lost, stolen or
        destroyed, a new Warrant of like tenor and for the purchase of a like number
        of
        Warrant Shares, but only upon receipt of evidence reasonably satisfactory
        to the
        Company of such loss, theft or destruction of the Warrant, and with respect
        to a
        lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
        thereto, if requested by the Company.

       

      
        
           

        

        
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      Section
        7. Reservation
        of Common Stock.
        The
        Company hereby represents and warrants that there have been reserved, and
        the
        Company shall at all applicable times keep reserved until issued (if necessary)
        as contemplated by this Section 7, out of the authorized and unissued shares
        of
        Common Stock, sufficient shares to provide for the exercise of the rights
        of
        purchase represented by this Warrant. The Company agrees that all Warrant
        Shares
        issued upon due exercise of the Warrant shall be, at the time of delivery
        of the
        certificates for such Warrant Shares, duly authorized, validly issued, fully
        paid and non-assessable shares of Common Stock of the Company.

      


      Section
        8. Adjustments.
        Subject
        and pursuant to the provisions of this Section 8, unless waived in a particular
        case by the Warrantholder, the Warrant Price and number of Warrant Shares
        subject to this Warrant shall be subject to adjustment from time to time
        as set
        forth hereinafter.

      


      (a) If
        the
        Company shall, at any time or from time to time while this Warrant is
        outstanding, pay a dividend or make a distribution on its Common Stock in
        shares
        of Common Stock, subdivide its outstanding shares of Common Stock into a
        greater
        number of shares or combine its outstanding shares of Common Stock into a
        smaller number of shares or issue by reclassification of its outstanding
        shares
        of Common Stock any shares of its capital stock (including any such
        reclassification in connection with a consolidation or merger in which the
        Company is the continuing corporation), then the number of Warrant Shares
        purchasable upon exercise of the Warrant and the Warrant Price in effect
        immediately prior to the date upon which such change shall become effective,
        shall be adjusted by the Company so that the Warrantholder thereafter exercising
        the Warrant shall be entitled to receive the number of shares of Common Stock
        or
        other capital stock which the Warrantholder would have received if the Warrant
        had been exercised immediately prior to such event upon payment of a Warrant
        Price that has been adjusted to reflect a fair allocation of the economics
        of
        such event to the Warrantholder. Such adjustments shall be made successively
        whenever any event listed above shall occur.

      


      (b) If
        any
        capital reorganization, reclassification of the capital stock of the Company,
        consolidation or merger of the Company with another corporation in which
        the
        Company is not the survivor, or sale, transfer or other disposition of all
        or
        substantially all of the Company’s assets to another corporation shall be
        effected, then, as a condition of such reorganization, reclassification,
        consolidation, merger, sale, transfer or other disposition, lawful and adequate
        provision shall be made whereby each Warrantholder shall thereafter have
        the
        right to purchase and receive upon the basis and upon the terms and conditions
        herein specified and in lieu of the Warrant Shares immediately theretofore
        issuable upon exercise of the Warrant, such shares of stock, securities or
        assets as would have been issuable or payable with respect to or in exchange
        for
        a number of Warrant Shares equal to the number of Warrant Shares immediately
        theretofore issuable upon exercise of the Warrant, had such reorganization,
        reclassification, consolidation, merger, sale, transfer or other disposition
        not
        taken place, and in any such case appropriate provision shall be made with
        respect to the rights and interests of each Warrantholder to the end that
        the
        provisions hereof (including, without limitation, provision for adjustment
        of
        the Warrant Price) shall thereafter be applicable, as nearly equivalent as
        may
        be practicable in relation to any shares of stock, securities or assets
        thereafter deliverable upon the exercise hereof. The Company shall not effect
        any such consolidation, merger, sale, transfer or other disposition unless
        prior
        to or simultaneously with the consummation thereof the successor corporation
        (if
        other than the Company) resulting from such consolidation or merger, or the
        corporation purchasing or otherwise acquiring such assets or other appropriate
        corporation or entity shall assume the obligation to deliver to the
        Warrantholder, at the last address of the Warrantholder appearing on the
        books
        of the Company, such shares of stock, securities or assets as, in accordance
        with the foregoing provisions, the Warrantholder may be entitled to purchase,
        and the other obligations under this Warrant. The provisions of this paragraph
        (b) shall similarly apply to successive reorganizations, reclassifications,
        consolidations, mergers, sales, transfers or other dispositions.

       

      
        
           

        

        
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      (c) In
        case
        the Company shall fix a payment date for the making of a distribution to
        all
        holders of Common Stock (including any such distribution made in connection
        with
        a consolidation or merger in which the Company is the continuing corporation)
        of
        evidences of indebtedness or assets (other than cash dividends or cash
        distributions payable out of consolidated earnings or earned surplus or
        dividends or distributions referred to in Section 8(a)), or subscription
        rights
        or warrants, the Warrant Price to be in effect after such payment date shall
        be
        determined by multiplying the Warrant Price in effect immediately prior to
        such
        payment date by a fraction, the numerator of which shall be the total number
        of
        shares of Common Stock outstanding multiplied by the Market Price (as defined
        below) per share of Common Stock immediately prior to such payment date,
        less
        the fair market value (as determined by the Company’s Board of Directors in good
        faith) of said assets or evidences of indebtedness so distributed, or of
        such
        subscription rights or warrants, and the denominator of which shall be the
        total
        number of shares of Common Stock outstanding multiplied by such Market Price
        per
        share of Common Stock immediately prior to such payment date. “Market Price” as
        of a particular date (the “Valuation Date”) shall mean the following: (a) if the
        Common Stock is then listed on a national stock exchange, the closing sale
        price
        of one share of Common Stock on such exchange on the last trading day prior
        to
        the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq
        Stock
        Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc.
        OTC Bulletin Board (the “Bulletin Board”) or such similar exchange or
        association, the closing sale price of one share of Common Stock on Nasdaq,
        the
        Bulletin Board or such other exchange or association on the last trading
        day
        prior to the Valuation Date or, if no such closing sale price is available,
        the
        average of the high bid and the low asked price quoted thereon on the last
        trading day prior to the Valuation Date; or (c) if the Common Stock is not
        then
        listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board
        or
        such other exchange or association, the fair market value of one share of
        Common
        Stock as of the Valuation Date, shall be determined in good faith by the
        Board
        of Directors of the Company and the Warrantholder. If the Common Stock is
        not
        then listed on a national securities exchange, the Bulletin Board or such
        other
        exchange or association, the Board of Directors of the Company shall respond
        promptly, in writing, to an inquiry by the Warrantholder prior to the exercise
        hereunder as to the fair market value of a share of Common Stock as determined
        by the Board of Directors of the Company. In the event that the Board of
        Directors of the Company and the Warrantholder are unable to agree upon the
        fair
        market value in respect of subpart (c) hereof, the Company and the Warrantholder
        shall jointly select an appraiser, who is experienced in such matters. The
        decision of such appraiser shall be final and conclusive, and the cost of
        such
        appraiser shall be borne equally by the Company and the Warrantholder. Such
        adjustment shall be made successively whenever such a payment date is
        fixed.

       

      
        
           

        

        
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      (d) An
        adjustment to the Warrant Price shall become effective immediately after
        the
        payment date in the case of each dividend or distribution and immediately
        after
        the effective date of each other event which requires an
        adjustment.

      


      (e) In
        the
        event that, as a result of an adjustment made pursuant to this Section 8,
        the
        Warrantholder shall become entitled to receive any shares of capital stock
        of
        the Company other than shares of Common Stock, the number of such other shares
        so receivable upon exercise of this Warrant shall be subject thereafter to
        adjustment from time to time in a manner and on terms as nearly equivalent
        as
        practicable to the provisions with respect to the Warrant Shares contained
        in
        this Warrant.

      


      Section
        9. Fractional
        Interest.
        The
        Company shall not be required to issue fractions of Warrant Shares upon the
        exercise of this Warrant. If any fractional share of Common Stock would,
        except
        for the provisions of the first sentence of this Section 9, be deliverable
        upon
        such exercise, the Company, in lieu of delivering such fractional share,
        shall
        pay to the exercising Warrantholder an amount in cash equal to the Market
        Price
        of such fractional share of Common Stock on the date of exercise.

      


      Section
        10. Benefits.
        Nothing
        in this Warrant shall be construed to give any person, firm or corporation
        (other than the Company and the Warrantholder) any legal or equitable right,
        remedy or claim, it being agreed that this Warrant shall be for the sole
        and
        exclusive benefit of the Company and the Warrantholder.

      


      Section
        11. Notices
        to Warrantholder.
        Upon
        the happening of any event requiring an adjustment of the Warrant Price,
        the
        Company shall promptly give written notice thereof to the Warrantholder at
        the
        address appearing in the records of the Company, stating the adjusted Warrant
        Price and the adjusted number of Warrant Shares resulting from such event
        and
        setting forth in reasonable detail the method of calculation and the facts
        upon
        which such calculation is based. Failure to give such notice to the
        Warrantholder or any defect therein shall not affect the legality or validity
        of
        the subject adjustment.

      


      Section
        12. Notices.
        Unless
        otherwise provided, any notice required or permitted under this Warrant shall
        be
        given in writing and shall be deemed effectively given as hereinafter described
        (i) if given by personal delivery, then such notice shall be deemed given
        upon
        such delivery, (ii) if given by telex or facsimile, then such notice shall
        be
        deemed given upon receipt of confirmation of complete transmittal, (iii)
        if
        given by mail, then such notice shall be deemed given upon the earlier of
        (A)
        receipt of such notice by the recipient or (B) three days after such notice
        is
        deposited in first class mail, postage prepaid, and (iv) if given by an
        internationally recognized overnight air courier, then such notice shall
        be
        deemed given one business day after delivery to such carrier. All notices
        shall
        be addressed as follows: if to the Warrantholder, at its address as set forth
        in
        the Company’s books and records and, if to the Company, at the address as
        follows, or at such other address as the Warrantholder or the Company may
        designate by ten days’ advance written notice to the other:

       

      
        
           

        

        
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      If
        to the
        Company:

      


      Cornerstone
        Pharmaceuticals, Inc.

      One
        Duncan Drive

      Cranbury,
        New Jersey 08512

      Attention:
        David Polinsky, Esq.

      Fax:
        (609) 409-7050

      


      With
        a
        copy to:

      


      Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        New York 10018

      Attention:
        Marc J. Ross, Esq.

      Fax:
        (212) 930-9725

      


      Section
        13. Registration
        Rights.
        The
        initial Warrantholder is entitled to the benefit of certain registration
        rights
        with respect to the shares of Common Stock issuable upon the exercise of
        this
        Warrant as provided in the Article V of the Subscription Agreement, and any
        subsequent Warrantholder may be entitled to such rights.

      


      Section
        14. 
        Successors.
        All the
        covenants and provisions hereof by or for the benefit of the Warrantholder
        shall
        bind and inure to the benefit of its respective successors and assigns
        hereunder. 

      


      Section
        15. Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Warrant shall be governed by, and construed in accordance with, the internal
        laws of the State of New York, without reference to the choice of law provisions
        thereof. The Company and, by accepting this Warrant, the Warrantholder, each
        irrevocably submits to the exclusive jurisdiction of the courts of the State
        of
        New York located in New York County and the United States District Court
        for the
        Southern District of New York for the purpose of any suit, action, proceeding
        or
        judgment relating to or arising out of this Warrant and the transactions
        contemplated hereby. Service of process in connection with any such suit,
        action
        or proceeding may be served on each party hereto anywhere in the world by
        the
        same methods as are specified for the giving of notices under this Warrant.
        The
        Company and, by accepting this Warrant, the Warrantholder, each irrevocably
        consents to the jurisdiction of any such court in any such suit, action or
        proceeding and to the laying of venue in such court. The Company and, by
        accepting this Warrant, the Warrantholder, each irrevocably waives any objection
        to the laying of venue of any such suit, action or proceeding brought in
        such
        courts and irrevocably waives any claim that any such suit, action or proceeding
        brought in any such court has been brought in an inconvenient forum.
EACH
        OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
        ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
        WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
        THIS
        WAIVER.

       

      
        
           

        

        
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      Section
        16. Call
        Provisions.

      


      (a) Subject
        to the provisions of clause (b) below, in the event that the Company’s common
        stock is traded on the OtC Bulletin Board (or any other exchange or stock
        market) the closing bid price of a share of Common Stock as traded on the
        OTC
        Bulletin Board (or such other exchange or stock market on which the Common
        Stock
        may then be listed or quoted) equals or exceeds two times the Warrant Price
        (appropriately adjusted for any stock split, reverse stock split, stock dividend
        or other reclassification or combination of the Common Stock occurring after
        the
        date hereof) for at least ten (10) consecutive trading days, the Company,
        upon
        thirty (30) days prior written notice (the “Notice
        Period”)
        given
        to the Warrantholder, may call this Warrant at a redemption price equal to
        $0.01
        per share of Common Stock then purchasable pursuant to this Warrant; provided
        that the Company simultaneously calls all Company Warrants (as defined below)
        on
        the same terms. Notwithstanding any such notice by the Company, the
        Warrantholder shall have the right to exercise this Warrant prior to the
        end of
        the Notice Period.

      


      (b) In
        connection with any transfer or exchange of less than all of this Warrant,
        the
        transferring Warrantholder shall deliver to the Company an agreement or
        instrument executed by the transferring Warrantholder and the new Warrantholder
        allocating between them on whatever basis they may determine in their sole
        discretion any subsequent call of this Warrant by the Company, such that
        after
        giving effect to such transfer the Company shall have the right to call the
        same
        number of Warrants that it would have had if the transfer or exchange had
        not
        occurred.

      


      Section
        17. No
        Rights as Stockholder.
        Prior
        to the exercise of this Warrant, the Warrantholder shall not have or exercise
        any rights as a stockholder of the Company by virtue of its ownership of
        this
        Warrant.

      


      Section
        18. Amendment;
        Waiver.
        This
        Warrant is one of a class of Warrants of like tenor issued by the Company
        pursuant to the Subscription Agreement (collectively, the “Company
        Warrants”).
        Any
        term of this Warrant may be amended or waived upon the written consent of
        the
        Company and the holders of Company Warrants representing at least 50% of
        the
        number of shares of Common Stock then subject to all outstanding Company
        Warrants; provided,
        that
        (x) any such amendment or waiver must apply to all Company Warrants; and
        (y) the
        number of Warrant Shares subject to this Warrant, the Warrant Price and the
        Expiration Date may not be amended, and the right to exercise this Warrant
        may
        not be altered or waived, without the written consent of the Warrantholder.
        

      


      Section
        19. Section
        Headings.
        The
        section headings in this Warrant are for the convenience of the Company and
        the
        Warrantholder and in no way alter, modify, amend, limit or restrict the
        provisions hereof.

       

      
        
           

        

        
          -
            9
            -

          
            

          

        

        
           

        

      

      
 

      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
        as of
        the ____ day of ________________ 2007.

      


      CORNERSTONE
        PHARMACEUTICALS, INC.

      


      
        	 	
                By:     

                Name:

                Title:
                  

              


      

      


      
        
           

        

        
          -
            10
            -

          
            

          

        

        
           

        

      


      APPENDIX
        A

      CORNERSTONE
        PHARMACEUTICALS, INC.

      WARRANT
        EXERCISE FORM

      


      To
        Cornerstone Pharmaceuticals, Inc.:

      


      The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
        the payment of the Warrant Price and surrender of the Warrant, _______________
        shares of Common Stock (“Warrant Shares”) provided for therein, and requests
        that certificates for the Warrant Shares be issued as follows: 

      

        
          	   

	
                  Name

                
	  

	   

	
                  Address

                
	    

	
                  Federal
                    Tax ID or Social Security No.

                


        

      

      


      and
        delivered by (certified
        mail to the above address, or (electronically (provide DWAC Instructions:
        ___________________), or (other (specify): ______________________
        _______________________________________________________________________),
        and,
        if the number of Warrant Shares shall not be all the Warrant Shares purchasable
        upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
        Shares purchasable upon exercise of this Warrant be registered in the name
        of
        the undersigned Warrantholder or the undersigned’s Assignee as below indicated
        and delivered to the address stated below.

      


      Dated:
        ___________________, ____

      


      Note:
        The
        signature must correspond with the
        name
        of the Warrantholder as written on the first page of the Warrant in every
        particular, without alteration or enlargement or any change whatever, unless
        the
        Warrant has been assigned.

      

        
          	 	
                  Warrant
                    Signature:

                	   

	 	 	 
	 	
                  Name
                    (please print):

                	 
	 	 	 
	 	 	   

	 	 	   

	 	 	
                  Address

                
	 	 	  

	 	 	
                  Federal
                    Identification or

                
	 	 	
                  Social
                    Security No.

                
	 	 	 
	 	 	
                  Assignee:
                    

                
	 	 	   

	 	 	    

	 	 	  


 
  



      
        
           

        

        
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