Exhibit
      10.2

     

    
      AGREEMENT

      


      This
        Agreement (the “Agreement”) is made as of the 27th day of February, 2006 by and
        between SRKP 4, Inc., a Delaware corporation having its offices at 10940
        Wilshire Blvd., Suite 600, Los Angeles, CA 90024 (the “Issuer”), Debbie
        Schwartzberg, an individual with an address at 800 5th
        Avenue,
        New York, NY 10021, Richard Rappaport, an individual with an address at c/o
        WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles,
        CA
        90067, Thomas Poletti, an individual with an address at c/o Kirkpatrick &
Lockhart Nicholson Graham LLP, 10100 Santa Monica Boulevard, 7th
        Floor,
        Los Angeles, CA 90067, Anthony C. Pintsopoulos, an individual with an address
        at
        c/o WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 310, Los Angeles,
        CA
        90067, and Glenn Krinsky, an individual with an address at 1900 Avenue of
        the
        Stars, Suite 310, Los Angeles, CA 90067, c/o West Park Capital, Inc. (each
        individually, the “Seller” and collectively, the “Sellers”).

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        the Sellers are the collective owners of 2,700,000 shares of the Issuer’s common
        stock, par value $.0001 per share (“Common Stock”), and 

      


      WHEREAS,
        each Seller desires to sell to the Issuer, and the Issuer desires to re-purchase
        from each Seller, the amount of shares of Common Stock listed on Schedule
        A,
        attached hereto, equaling an aggregate amount of 2,700,000 shares of Common
        Stock (the “Shares”), on and subject to the terms of this
        Agreement;

      


      WHEREFORE,
        the parties hereto hereby agree as follows:

      


      1. Sale
        of the Shares.
        Subject
        to the terms and conditions of this Agreement, and in reliance upon the
        representations, warranties, covenants and agreements contained in this
        Agreement, the Sellers shall sell the Shares to the Issuer, and the Issuer
        shall
        re-purchase the Shares from the Sellers, for a purchase price equal to an
        aggregate sum of two hundred thousand dollars ($200,000), less the aggregate
        liabilities of Issuer resulting from fees and disbursements of its attorneys,
        accountants and other service providers (the “Professional Fees”) incurred by
        the Issuer on or prior to completion of the Merger (as defined below) (the
        “Purchase Price”). Each Seller shall be entitled to his or her own pro
        rata
        share of
        the Purchase Price. 

      


      2. Closing.

      


      (a) The
        purchase and sale of the Shares shall take place at a closing (the “Closing”),
        to occur concurrently with the completion of the merger transaction (the
        “Merger”) contemplated by that certain Agreement and Plan of Merger of even date
        herewith (the “Merger Agreement”) among the Issuer, Cougar Biotechnology, Inc.
        and SRKP Acquisition Corp. The parties hereto shall have no obligation to
        complete the Closing in the event the Merger is not consummated.

      


      (b) At
        the
        Closing:

      


      (i)
        The
        Sellers shall deliver to the Issuer certificates representing the Shares,
        duly
        endorsed in form for transfer to the Issuer.

      


      (ii)
        The
        Issuer shall pay to each Seller such Seller’s pro
        rata
        share of
        the Purchase Price for the Shares.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (iii)
        At
        and at any time after the Closing, the parties shall duly execute, acknowledge
        and deliver all such further assignments, conveyances, instruments and
        documents, and shall take such other action consistent with the terms of
        this
        Agreement to carry out the transactions contemplated by this Agreement. Without
        limiting the foregoing, the Issuer agrees that it shall cause its current
        management to execute such certificates, auditor representation letters and
        other representations (“Certifications”) as the Issuer may reasonably request in
        order to enable the Issuer to prepare and file future reports with the
        Commission, including the Issuer’s Report on Form 8-K relating to this
        Agreement, and shall take such steps as may be necessary to facilitate the
        Issuer’s auditor’s preparation of the financial statements and its report
        related thereto for the year ended December 31, 2005. Any such Certifications
        shall treat only periods and events prior to Closing. 

      


      3. Representations
        and Warranties of the Issuer and Seller.
        The
        Issuer and Sellers hereby jointly and severally make the following
        representations and warranties to each other and each only as to itself,
        provided, that the Seller makes no representations and warranties other than
        with respect to itself and the Shares to be sold hereunder:

      


      (a) The
        Issuer is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware. Each Seller is a citizen of the
        Unites
        States of America. The Issuer has the corporate power to own its properties
        and
        to carry on its business as now being conducted and is duly qualified to
        do
        business and is in good standing in each jurisdiction in which the failure
        to be
        so qualified and in good standing would have a material adverse effect on
        the
        Issuer. Each Seller has the requisite power and authority to enter into this
        Agreement and to consummate the transactions contemplated hereby and otherwise
        to carry out its obligations hereunder. The Issuer is not in violation of
        any of
        the provisions of its certificate of incorporation or by-laws. No consent,
        approval or agreement of any individual or entity is required to be obtained
        by
        the Issuer in connection with the execution and performance by the Issuer
        of
        this Agreement or the execution and performance by the Issuer of any agreements,
        instruments or other obligations entered into in connection with this Agreement.
        The Issuer has no subsidiary, other than SRKP Acquisition Corp., and it does
        not
        have any equity investment or other interest, direct or indirect, in, or
        any
        outstanding loans, advances or guarantees to or on behalf of, any domestic
        or
        foreign individual or entity.

      


      (b) The
        Issuer has authorized capital stock consisting of 100,000,000 shares of Issuer
        Common Stock, and 10,000,000 shares of preferred stock, par value $.0001
        per
        share (the “Preferred Stock”), of which 2,700,000 shares of Common Stock,
        including the Shares, and no shares of Preferred Stock are presently issued
        and
        outstanding. Sellers own the Shares free and clear of all any
        and
        all liens, claims, encumbrances, preemptive rights, right of first refusal
        and
        adverse interests of any kind.
        The
        Issuer has not created or authorized any series of Preferred Stock and has
        no
        obligation or understanding to do so.

      


      (c) There
        is
        no private or governmental action, suit, proceeding, claim, arbitration or
        investigation pending before any agency, court or tribunal, foreign or domestic,
        or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
        properties or any of its officers or directors (in their capacities as such).
        There is no judgment, decree or order against the Issuer that could prevent,
        enjoin, alter or delay any of the transactions contemplated by this Agreement.
        The term “Best Knowledge” of
        the
        Issuer shall mean and include (i) actual knowledge and (ii) that knowledge
        which
        a prudent businessperson would reasonably have obtained in the management
        of
        such Person’s business affairs after making due inquiry and exercising the due
        diligence which a prudent businessperson should have made or exercised, as
        applicable, with respect thereto. Actual or imputed knowledge of any director
        or
        officer or Sellers shall be deemed to be knowledge of the Issuer.

      


      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

      (d) There
        are
        no material claims, actions, suits, proceedings, inquiries, labor disputes
        or
        investigations (whether or not purportedly on behalf of the Issuer) pending
        or,
        to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
        assets, at law or in equity or by or before any governmental entity or in
        arbitration or mediation. No bankruptcy, receivership or debtor relief
        proceedings are pending or, to the best of the Issuer’s knowledge, threatened
        against the Issuer.

      


      (e) The
        Issuer has complied with, is not in violation of, and has not received any
        notices of violation with respect to, any federal, state, local or foreign
        Law,
        judgment, decree, injunction or order, applicable to it, the conduct of its
        business, or the ownership or operation of its business. References in this
        Agreement to “Laws” shall refer to any laws, rules or regulations of any
        federal, state or local government or any governmental or quasi-governmental
        agency, bureau, commission, instrumentality or judicial body (including,
        without
        limitation, any federal or state securities law, regulation, rule or
        administrative order).

      


      (f) The
        Issuer has properly filed all tax returns required to be filed and has paid
        all
        taxes shown thereon to be due. To the Best Knowledge of the Issuer, all tax
        returns previously filed are true and correct in all material respects.


      


      (g) Richard
        Rappaport is the President and director of the Issuer. Anthony Pintsopoulos
        is
        the Secretary, Chief Financial Officer and director of the Issuer. The Issuer
        has no other officers, directors or employees.

      


      (h) The
        Issuer has no outstanding liabilities or obligations to any party except
        as
        reflected on the Issuer’s Form 10-QSB for the quarter ended September 30, 2005,
        other than charges since such date similar to those incurred in past periods
        and
        consistent with past practice, all of which will be discharged prior to or
        at
        the Closing so that, at the Closing, the Issuer will have no direct, contingent
        or other obligations of any kind or any commitment or contractual obligations
        of
        any kind and description.

      


      (i) All
        of
        the business and financial transactions of the Issuer have been fully and
        properly reflected in the books and records of the Issuer in all material
        respects and in accordance with generally accepted accounting principles
        consistently applied.

      


      (j) The
        Issuer is current with its reporting obligations under the Securities Exchange
        Act of 1934, as amended (the “Exchange Act”). None of the Issuer’s filings made
        pursuant to the Exchange Act (collectively, the “Issuer SEC Documents”) contain
        any misstatements of material fact or omit to state a material fact necessary
        to
        make the statements made therein not misleading. The Issuer SEC Documents,
        as of
        their respective dates, complied in all material respects with the requirements
        of the Exchange Act, and the rules and regulations of the Commission thereunder,
        and are available on the Commission’s EDGAR system. There has not occurred any
        material adverse change, or any development involving a prospective material
        adverse change, in the condition, financial or otherwise, or in the earnings,
        business or operations of the Issuer, from that set forth in the Issuer’s
        Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005.
        

      


      (k) As
        of the
        Closing, the Issuer will have assets sufficient to satisfy its payment
        obligations set forth in Section 1 hereof and the redemption contemplated
        hereby
        shall be permitted by the Delaware General Corporation Law. The execution
        and
        delivery of this Agreement by the Issuer and Sellers and the consummation
        of the
        transactions contemplated by this Agreement will not result in any material
        violation of the Issuer’s certificate of incorporation or by-laws or any
        applicable Law, including without limitation, the Delaware General Corporation
        Law. 

      


      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

      (l) All
        representations, covenants and warranties of the Issuer and Sellers contained
        in
        this Agreement shall be true and correct on and as of the Closing Date with
        the
        same effect as though the same had been made on and as of such
        date.

      


      4. Termination
        by Mutual Agreement.
        This
        Agreement may be terminated at any time by mutual consent of the parties
        hereto,
        provided that such consent to terminate is in writing and is signed by each
        of
        the parties hereto.

      


      5. Miscellaneous.

      


      (a) Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties, superseding and
        terminating any and all prior or contemporaneous oral and written agreements,
        understandings or letters of intent between or among the parties with respect
        to
        the subject matter of this Agreement. No part of this Agreement may be modified
        or amended, nor may any right be waived, except by a written instrument which
        expressly refers to this Agreement, states that it is a modification or
        amendment of this Agreement and is signed by the parties to this Agreement,
        or,
        in the case of waiver, by the party granting the waiver. No course of conduct
        or
        dealing or trade usage or custom and no course of performance shall be relied
        on
        or referred to by any party to contradict, explain or supplement any provision
        of this Agreement, it being acknowledged by the parties to this Agreement
        that
        this Agreement is intended to be, and is, the complete and exclusive statement
        of the agreement with respect to its subject matter. Any waiver shall be
        limited
        to the express terms thereof and shall not be construed as a waiver of any
        other
        provisions or the same provisions at any other time or under any other
        circumstances. 

      


      (b) Severability.
        If any
        section, term or provision of this Agreement shall to any extent be held
        or
        determined to be invalid or unenforceable, the remaining sections, terms
        and
        provisions shall nevertheless continue in full force and effect.

      


      (c) Notices.
        All
        notices provided for in this Agreement shall be in writing signed by the
        party
        giving such notice, and delivered personally or sent by overnight courier,
        mail
        or messenger against receipt thereof or sent by registered or certified mail,
        return receipt requested, or by facsimile transmission or similar means of
        communication if receipt is confirmed or if transmission of such notice is
        confirmed by mail as provided in this Section 6(c). Notices shall be deemed
        to
        have been received on the date of personal delivery or telecopy or attempted
        delivery. Notice shall be delivered to the parties at the following
        addresses:

      


      
        
          	If
                  to the Issuer:	
                  c/o
                    Richard Rappaport, President 

                


        

      

      1900
        Avenue of the Stars, Suite 310

      Los
        Angeles, CA 90067

      Facsimile:
        (310) 843-9304

       

      
        
          	With
                  a copy to:	
                  David
                    Feldman, Esq.

                


        


      Feldman
        Weinstein LLP

      420
        Lexington Avenue, Suite 2620

      New
        York,
        New York 10170-0002

      Facsimile:
        (212) 997-4242

      


      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

      
        	If
                to Sellers:	
                c/o
                  SRKP 4, Inc. 

              


      

      1900
        Avenue of the Stars, Suite 310

      Los
        Angeles, CA 90067

      Facsimile:
        (310) 843-9304

      


      
        
          	With
                  a copy to:	
                  David
                    Feldman, Esq.

                


        


      Feldman
        Weinstein LLP

      420
        Lexington Avenue, Suite 2620

      New
        York,
        New York 10170-0002

      Facsimile:
        (212) 997-4242

      


      Either
        party may, by like notice, change the address, person or telecopier number
        to
        which notice shall be sent.

      


      (d) Governing
        Law.
        This
        Agreement shall be governed and construed in accordance with the laws of
        the
        State of New York applicable to agreements executed and to be performed wholly
        within such State, without regard to any principles of conflicts of law.
        Each of
        the parties hereby irrevocably consents and agrees that any legal or equitable
        action or proceeding arising under or in connection with this Agreement shall
        be
        brought in the federal or state courts located in the County of New York
        in the
        State of New York, by execution and delivery of this Agreement, irrevocably
        submits to and accepts the jurisdiction of said courts, (iii) waives any
        defense
        that such court is not a convenient forum, and (iv) consent to any service
        of
        process made either (x) in the manner set forth in Section 10(c) of this
        Agreement (other than by telecopier), or (y) any other method of service
        permitted by law. 

      


      (e) Waiver
        of Jury Trial.
        EACH
        PARTY HEREBY
        EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF ANY SUIT, ACTION
        OR PROCEEDING TO ENFORCE THIS AGREEMENT OR ANY OTHER ACTION OR PROCEEDING
        WHICH
        MAY ARISE
        OUT OF
        OR IN ANY WAY BE CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER
        DOCUMENTS.

      


      (f) Parties
        to Pay Own Expenses.
        Each of
        the parties to this Agreement shall be responsible and liable for its own
        expenses incurred in connection with the preparation of this Agreement, the
        consummation of the transactions contemplated by this Agreement and related
        expenses. 

      


      (g) Successors.
        This
        Agreement shall be binding upon the parties and their respective heirs,
        executors, administrators, legal representatives, successors and assigns;
        provided, however, that neither party may assign this Agreement or any of
        its
        rights under this Agreement without the prior written consent of the other
        party.

      


      (h) Further
        Assurances.
        Each
        party to this Agreement agrees, without cost or expense to any other party,
        to
        deliver or cause to be delivered such other documents and instruments as
        may be
        reasonably requested by any other party to this Agreement in order to carry
        out
        more fully the provisions of, and to consummate the transaction contemplated
        by,
        this Agreement.

      


      (i) Counterparts.
        This
        Agreement may be executed simultaneously in two or more counterparts, each
        of
        which shall be deemed an original but all of which together shall constitute
        one
        and the same instrument.

      


      
        
          
          

        

        
          -
            5 -

          
            

          

        

        
          
          

        

      

      (j) No
        Strict Construction.
        The
        language used in this Agreement will be deemed to be the language chosen
        by the
        parties with the advice of counsel to express their mutual intent, and no
        rules
        of strict construction will be applied against any party.

      


      (k) Headings.
        The
        headings in the Sections of this Agreement are inserted for convenience only
        and
        shall not constitute a part of this Agreement.

      


      [Remainder
        of this page intentionally left blank.]

      


      
        
          
          

        

        
          -
            6 -

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed as of the date
        first above written. 

      


      
        	 	
                SRKP
                  4, INC.

                 

                 

                By:
                  /s/ Richard
                  Rappaport                                      

                Name:
                  Richard Rappaport

                Title:
                  President

              
	 	
                 

                SELLERS

                 

                 

                
                  /s/
                    Debbie
                    Schwartzberg                                         
                    

                

                Debbie
                  Schwartzberg

              
	 	
                 

                 

                 

                
                  /s/
                    Richard
                    Rappaport                                              
                    

                

                Richard
                  Rappaport

              
	 	
                 

                 

                 

                
                  /s/
                    Thomas
                    Poletti                                                     
                    

                

                Thomas
                  Poletti

              
	 	
                 

                 

                 

                
                  /s/
                    Anthony C.
                    Pintsopoulos                                 
                    

                

                Anthony
                  C. Pintsopoulos

              
	 	
                 

                 

                 

                
                  /s/
                    Glenn
                    Krinsky                                                     
                    

                

                Glenn
                  Krinsky

              


      

      


      
        
          
          

        

        
          -
            7 -