CORNERSTONE Pharmaceuticals, Inc.



    


    January
      10, 2007

    


    Zuzana
      Zachar

    23
      Dave
      Lane,

    Centereach
      NY 11721

    


    Dear
      Dr.
      Zachar,

    I
      am
      pleased to offer you the part time position of Director of Research with
      Cornerstone Pharmaceuticals, Inc. You will report directly to Dr. Paul Bingham,
      VP of Research. Your start date will be January 15, 2007. Your salary will
      be
      $12,000 annually. 

    


    You
      will
      be eligible to participate in the Company’s royalty pool which shall be
      established by the Company to provide for the payment of a 3% royalty to be
      shared, as determined by the Company’s Board of Director’s, by selected
      inventors based upon the net sales of products whose use, manufacture or sale
      infringes upon a valid claim contained within one or more Company owned and
      issued patent(s) in which you are named as an Inventor.

    


    This
      offer also is made contingent upon your signing the attached Employment
      Terms.

    


    This
      offer will remain effective for seven days from the date shown above. If you
      wish to accept this offer, and we hope that you do, please sign and date this
      letter at the appropriate places and call me to arrange returning it to
      me.

    


    If
      you
      have any questions, please feel free to contact me.

     

    Sincerely,

    


    David
      Polinsky

    General
      Counsel

    


    Accepted:

    
      
        	
                  
                  /s/ Zuzana Zachar

              	 	
                1/14/07

              	 
	
                Zuzana
                  Zachar

              	 	
                Dated

              	 


      

    

    


    
      
        
          
          

        

        
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        CORNERSTONE Pharmaceuticals, Inc.

       

    

    TERMS
      OF PART-TIME EMPLOYMENT

    


    As
      a
      condition of my employment with Cornerstone Pharmaceuticals Inc. (the
      "Company"), I agree to the following Terms of Part-Time Employment:

    


    1.
      Employment
      at Will.

    I
      agree
      that unless specifically stated in writing and signed by both me and an
      authorized officer of the Company, any employment granted to me is at will
      and
      for an indefinite term, and that such employment may be terminated at any time
      either by me or by the Company for any or no reason whatsoever, and I hereby
      waive and disclaim any express or implied covenants to the contrary. In
      accepting employment by Company, I have not relied and will not rely on any
      statements or representations, whether oral or in writing, by any officers,
      employees or agents of Company concerning the duration or term of employment,
      grounds and procedures for discharge or termination of employment, or any other
      terms and conditions of employment except those specifically stated in writing
      and signed by both me and an authorized officer of Company. I further understand
      that the provisions of any employee handbooks, personnel manuals and any and
      all
      other written statements of or regarding personnel policies, practices or
      procedures that are or may be issued by Company or any official or department
      thereof from time to time do not and shall not constitute a contract of
      employment and create no vested rights; that any such provisions may be changed,
      revised, modified, suspended, cancelled, or eliminated by Company at any time
      without notice; and that they constitute guidelines only and may be disregarded
      either in individual or Company-wide situations when in the sole opinion and
      judgment of Company circumstances so require.

    


    2.
      Confidential
      Information.

    A.
      Company
      Information.
      I agree
      at all times during the term of employment and thereafter, to hold in strictest
      confidence, and not to use, except for the benefit of Company, or to disclose
      to
      any person, firm or corporation without written authorization of Company, the
      Confidential Information of Company. I understand that "Confidential
      Information" means any Company proprietary information, Inventions (as defined
      below), technical data, trade secrets or know-how, including, but not limited
      to, research, product plans, products, services, customer lists and customers
      (including, but not limited to, customers of the Company on whom I call or
      with
      whom I became acquainted during the term of my employment), software,
      developments, inventions, processes, formulas, technology, designs, drawings,
      engineering, hardware configuration information, marketing, financial or other
      business information disclosed to me by Company either directly or indirectly
      in
      writing, orally or by drawings or observation of parts or equipment. Company
      acknowledges that Confidential Information does not include any of the foregoing
      items that have become publicly known and made generally available through
      no
      wrongful act of me or of others who were under confidentiality obligations
      as to
      the item or items involved. The
      obligations set forth in this Section shall survive the expiration or
      termination of my employment for whatever reason for a period of five (5) years
      after such expiration or termination

     

    
      
        
        

      

      
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        CORNERSTONE Pharmaceuticals, Inc.
 

    

    B.
      Former
      Employer Information.
      I agree
      not to improperly use or disclose any proprietary information or trade secrets
      of any former or concurrent employer or other person or entity and I will not
      bring onto the premises of the Company any unpublished document or
      proprietary information
      belonging to any such employer, person or entity unless consented to in writing
      by such employer, person or entity.

    


    C.
      Third
      Party Information.
      I
      recognize that Company has received and in the future will receive from third
      parties their confidential or proprietary information (such as, but not limited
      to, software programs provided by license) subject to a duty on Company's part
      to maintain the confidentiality of such information and to use it only for
      certain limited purposes. Employee agrees to hold all such confidential or
      proprietary information in the strictest confidence and not to disclose it
      to
      any person, firm or corporation or to use it except as necessary in carrying
      out
      my work for Company consistent with Company's agreement with such third party.
      I
      agree to comply with Company's policies and procedures, as applicable from
      time
      to time, with respect to such information.

    


    3.
      Inventions.

    A.
      Inventions
      Retained and Licensed.
      Attached
      hereto, as Exhibit A, is a list describing all inventions, original works of
      authorship, developments, improvements, and trade secrets which I made prior
      to
      employment or consultancy with Company (collectively referred to as "Prior
      Inventions"), which belong to me, which relate to the Company's proposed
      business, products or research and development, and which are not assigned
      to
      the Company hereunder (or not licensed to the Company through the Exclusive
      License Agreement entered into between the Company and the Research Foundation
      of the State University of New York pursuant to an agreement dated June 21,
      2001
      (“License Agreement”)); or, if no such list attached, I represent that there are
      no such Prior Inventions. If in the course of employment with the Company,
      I
      incorporate into a Company product, process or machine a Prior Invention owned
      by me or in which I have has an interest, Company is hereby granted and shall
      have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
      to
      make, have made, modify, use and sell such Prior Invention as part of or in
      connection with such product, process or machine.

    


    B.
      Assignment
      of Inventions.
      The
      Employee shall make full and prompt disclosure to the Company of any and all
      inventions, discoveries, developments, processes, improvements and or concepts
      created, conceived, originated or reduced to practice by the Employee or his
      employees or approved collaborators (“Inventions”), arising, in whole or in
      part, from the Employee’s services provided hereunder and shall promptly supply
      to the Company any and all such materials and document(s) documenting any and
      all Inventions created, conceived, originated or reduced to practice. This
      obligation shall apply whether or not the Employee has conceived, created,
      originated or reduced to practice Invention(s) on the Company’s premises or
      during normal consulting hours.

     

    
      
        
        

      

      
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        CORNERSTONE Pharmaceuticals, Inc.

       

    

    C.
      Filings.
      The
      employee shall not make any filings for patents, patent applications,
      continuations-in-part, division or continuation applications, reissuances,
      reexaminations or extensions thereof or their foreign counterparts or
      equivalents in respect of any Inventions made subject to Section 3 (B)
      hereunder. Any and all such filings shall be made by the Company and any
      resulting patent rights shall be owned by the Company

     

    D.
      Further
      Acts.
      The
      Employee shall assign to the Company (or any person or entity designated by
      the
      Company) all the Employee’s right, title and interest in and to any and all
      Inventions subject to Section 3 (B) hereunder and any and all related materials
      and document(s). The Employee agrees both during and after the term of this
      Agreement to do or procure the doing of all such acts and things and to sign
      or
      procure the signing of all such deeds and documents as the Company may in its
      sole discretion require from time to time, without limitation, in connection
      with the filing, prosecution, maintenance and renewal of patents, patent
      applications, continuations-in-part, division or continuation applications,
      reissuances, reexaminations or extensions thereof or their foreign counterparts
      or equivalents and the making of assignments. The Employee further agrees that
      she irrevocably designates and appoints each director of the Company other
      than
      the Employee as the agent and attorney-in-fact of her to do such acts and things
      and execute all such deeds and documents as the Company may deem necessary
      or
      desirable in order to protect its rights and interest in any Invention, material
      or document. Employee shall be notified in writing within five (5) working
      days
      of any and all actions taken by the Company as the agent or attorney -in-fact
      under this Section 3 (D).

    


    E.
      Duty
      to Maintain.
      The
      Employee hereby expressly acknowledges that the Company is under no duty or
      obligation under the terms of this Agreement to file, prosecute, maintain or
      renew any or any other patent related document where the Company’s
      considerations, objectives or priorities from time to time do not support such
      action in any particular country.

    


    F.
      Inventions
      Assigned to the United States.
      I agree
      to assign to the United States government all of my right, title, and interest
      in and to any and all Inventions whenever such full title is required to be
      in
      the United States by a contract between Company and the United States or any
      of
      its agencies.

    


    G.
      Research
      Foundation.
      Notwithstanding anything to the contrary in this Agreement and in accordance
      with § 11, of these Term and Conditions and § 9.2 of License Agreement, during
      the Employee services and the Employee’s employment with the State University of
      New York or the FOUNDATION, as the case may be, the Employee shall not be
      restricted from reporting material INVENTIONS (as defined in that License
      Agreement) to the State University of New York or the FOUNDATION, as the case
      may be, as required by the Employee’s employment agreement with the State
      University of New York or the FOUNDATION, as the case may be, and the Employee
      shall provide a copy of such reports to the Company and agrees to reference
      in
      such report the State University of New York’s or the FOUNDATION’s obligation,
      as the case may be, to maintain any such reports made to the State University
      of
      New York or the FOUNDATION, as the case may be, by the Employee
      confidential.

     

    
      
        
        

      

      
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        CORNERSTONE Pharmaceuticals, Inc.

       

    

    4.
      Conflicting
      Employment.
      

    I
      agree
      that, during the term of my employment with Company, I will not engage in any
      other employment, occupation, consulting or other business activity directly
      related to the business in which the Company is now involved or becomes involved
      during the term of my employment, nor will I engage in any other activities
      that
      conflict with my obligations to Company or will impair my ability to act at
      all
      times in the best interest of the Company.

    


    5.
      Returning
      Company Documents.
      

    I
      agree
      that, at the time I leave the employ of Company, I will deliver to Company
      (and
      will not keep in possession, recreate or deliver to anyone else) any and all
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, materials, equipment, other
      documents or property, or reproductions of any aforementioned items developed
      by
      me pursuant to employment with Company or otherwise belonging to Company, its
      successors or assigns. Upon termination of my employment for any reason, I
      agree
      to sign and deliver the "Termination Certification" attached hereto as Exhibit
      B.

    


    6.
      Notification
      of New Employer.
      

    Upon
      termination of my employment for any reason, I hereby grant consent to
      notification by the Company to any subsequent employer about rights and
      obligations under this Agreement.

    


    7.
      Solicitation
      of Employees.
      

    I
      agree
      that for a period of twelve months immediately following the termination of
      my
      employment with Company for any reason, whether with or without cause, I shall
      not either directly or indirectly solicit, induce, recruit or encourage any
      of
      Company's employees to leave their employment, or take away such employees,
      or
      attempt to solicit, induce, recruit, encourage or take away employees of
      Company, either for me or for any other person or entity.

    


    8.
      Other
      Policies.
      

    I
      agree
      to comply with all Company policies, rules and procedures that are generally
      applicable to
      Company employees, as they may be implemented, revised or rescinded from time
      to
      time in the Company’s sole discretion.

    


    9.
      Equitable
      Relief.

    I
      agree
      that it would be impossible or inadequate to measure and calculate Company's
      damages from any breach of the covenants set forth in Sections 2, 3, 4, 5,
      and 7
      herein. Accordingly, I agree that upon breach of any of such Sections, Company
      will have available, in addition to any other right or remedy available, the
      right to obtain an injunction from a court of competent jurisdiction restraining
      such breach or threatened breach and to specific performance of any such
      provision of this Terms of Part -Time Employment. I further agree that no bond
      or other surety shall be required in order to obtain such relief and I hereby
      consent to the issuance of such injunction and to any order of specific
      performance.

     

    
      
        
        

      

      
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        CORNERSTONE Pharmaceuticals, Inc.

       

    

    10.
      General
      Provisions.

    A.
      Governing
      Law; Consent to Personal Jurisdiction.
      The laws
      of the State of New York will govern the Terms of Part-Time Employment, and
      I
      hereby expressly consent to the personal jurisdiction of the state and federal
      courts located therein for any lawsuit filed there by the Company arising from
      or relating to my employment.

    


    B.
      Entire
      Agreement.
      This
      agreement is the entire agreement among the parties with respect to the subject
      matter hereof and supersedes any and all prior or contemporaneous oral and
      prior
      written agreements and understandings. There are no oral promises, conditions,
      representation, understandings, interpretations or terms of any kind as
      conditions or inducements to the execution hereof or in effect among the
      parties. No customer or trade usage, nor course of conduct among the parties,
      shall be relied upon to vary the terms hereof. This agreement may not be
      amended, and no provision hereof shall be waived, except by a writing signed
      by
      all the parties to this Agreement, which states that it is intended to amend
      or
      waive a provision of this Agreement. The failure of either party at any time
      to
      require performance of any provision hereof shall in no manner affect its rights
      at a later time to enforce the same. No waiver by either party of any condition
      or term in any one or more instances shall be construed as a further or
      continuing waiver of such condition or term or any other condition or
      term.

    


    C.
      Severability.
      If one
      or more of the clauses in this Terms of Part-Time Employment are deemed
      unenforceable, then the remaining clauses will continue in full force and
      effect.

    


    D.
      Successors
      and Assigns.
      This
      Terms of Part-Time Employment will be binding upon my heirs, executors,
      administrators and other legal representatives and will be for the benefit
      of
      the Company, its successors, and its assigns.

    


    11.
      Foundation.
       Employee
      covenants that, during the employment term and her employment with the Research
      Foundation of the State of New York, (the “FOUNDATION”) and in accordance with
      the provisions of FOUNDATION’s policies on intellectual property she will only
      provide services on her “own time” and will not utilize university research
      facilities in the performance of the services unless such use falls under the
      State University of New York Board of Trustees’ policy of cooperative use of
      research equipment or policy on use of State University facilities by emerging
      technology enterprises and then, such use of university research facilities
      shall only be performed by Employee with the prior written consent of the
      CEO.

    


    Date:
      ______________   _________________________________

    Zuzana
      Zachar

    


    
      
        
          
          

        

        
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        CORNERSTONE Pharmaceuticals, Inc.

    

    


    EXHIBIT
      A

    


    LIST
      OF PRIOR INVENTIONS

    AND
      ORIGINAL WORKS OF AUTHORSHIP

     

    

      
        	
                Title

              	
                Date

              	
                Identifying
                  Name or Number

                or
                  Brief Description

              




      ______
        No
        inventions or improvements

      


      ______
        Additional Sheets Attached

    

    


    

      
        	
                Date:
                  

              	
                   
                  

              	 	
                   
                  

              
	 	 	 	
                Zuzana
                  Zachar

              


      

    

    


    
      
        
          
          

        

        
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        CORNERSTONE Pharmaceuticals, Inc.

       

      EXHIBIT
        B

    

    


    TERMINATION
      CERTIFICATION

    


    The
      undersigned Employee certifies that Employee does not have in possession, and
      has not failed to return, any devices, records, data, notes, reports, proposals,
      lists, correspondence, specifications, drawings, blueprints, sketches,
      materials, equipment, other documents or property, or reproductions of any
      aforementioned items belonging to
      Cornerstone Pharmaceuticals, Inc.,
      its
      subsidiaries, affiliates, successors or assigns (together, the
      "Company").

    


    Employee
      further certifies compliance with all the Terms of Part-Time Employment signed
      by Employee, including the reporting of any inventions and original works of
      authorship (as defined therein), conceived or made by Employee (solely or
      jointly with others) covered by that agreement.

    


    Employee
      further agrees that, in compliance with the Terms of Part-Time Employment,
      Employee will preserve as confidential all trade secrets, confidential
      knowledge, data or other proprietary information relating to products,
      processes, know-how, designs, formulas, developmental or experimental work,
      computer programs, data bases, other original works of authorship, customer
      lists, business plans, financial information or other subject matter pertaining
      to any business of the Company or any of its employees, clients, employees
      or
      licensees.

    


    
      

        
          	
                  Date:
                    

                	
                     
                    

                	 	
                     
                    

                
	 	 	 	
                  Zuzana
                    Zachar

                


        

         

      

    

    
      
        
        

      

      
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