exv10w9






Exhibit 10.9




MEIJI SEIKA KAISHA, LTD. INTERNATIONAL HEADQUARTERS, PHARMACEUTICALS




			
	4-16, Kyobashi 2 chome, Chuo-ku, Tokyo, 104-8002 Japan
	 	TELEPHONE: (03)3272-6511 FAX:(03)3281-4058 (03)3272-6551






January 11, 2008




Cornerstone Biopharma Inc.

2000 Regency Parkway

Suite 255

Cary, North Carolina 27518

U.S.A.




This refers to a letter agreement dated July 27, 2007 made between Meiji Seika Kaisha., Ltd.
(“Meiji”) and Cornerstone Biopharma Inc. (“Cornerstone”) with respect to the License and Supply
Agreement dated October 12, 2006 regarding Cefditoren Pivoxil as amended by the Amendment No. l
dated July 27, 2007 (“Letter Agreement”). Capitalized terms not defined herein shall have the
meanings ascribed to them in the said License and Supply Agreement and the Letter Agreement. In
accordance with Paragraph 4 of the Letter Agreement, Meiji and Cornerstone had discussions at
Meiji’s Headquarters on December 13, 2007 with respect to allocation of expenses for the
development of Once-Daily Product and Pediatric Product. As a result of such discussions, both
parties hereby confirm and agree that:



1. The development of Once-Daily Product:
Cornerstone shall pursue and complete a [***]. The estimated amount of expenses for such
development works as of December 13, 2007 is as described below:



	 	 	 
	- [***] (Excluding API cost)
	 	 
	- [***]

	 	[***]
	- Total

	 	[***]






2. The development of Pediatric Product:
Cornerstone shall pursue and complete a [***]. The estimated amount of expenses for such
development works as of December 13, 2007 is [***] (Including API cost).



3. The amount of Meiji’s cost burden as to the above-mentioned development works:
Subject to the condition that Cornerstone shall diligently continue the above development works for
Once-Daily Product and Pediatric Product in accordance with the schedule set forth in Paragraphs 1
and 2 above, Meiji shall bear the following fixed expenses:



1) [***] (Half the estimated amount of expenses for the development works set forth in Paragraph 1
above)



2) [***] (Half the estimated amount of expenses for the development works set forth in Paragraph 2
above)



The total amount of Meiji’s cost burden for the development works set forth in Paragraphs 1 and 2
above is fixed to be [***] regardless of whether actual expenses have proven to be more than



 



[***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission.



 









 





MEIJI SEIKA KAISHA, LTD. INTERNATIONAL HEADQUARTERS, PHARMACEUTICALS




			
	4-16, Kyobashi 2 chome, Chuo-ku, Tokyo, 104-8002 Japan
	 	TELEPHONE: (03)3272-6511 FAX:(03)3281-4058 (03)3272-6551





or less than the above estimates, provided, however, that should actual expenses be reduced
significantly due to any change in or discontinuation of any of those development works,
Cornerstone shall return to Meiji that portion of [***] paid by Meiji which will fairly reflect
such reduction of actual expenses.




The payment of [***] set forth herein shall be made by Meiji to Cornerstone by way of several
installments to be mutually agreed between Meiji and Cornerstone and shall be completed no later
than June 30, 2008.



Please confirm Cornerstone’s agreement to the foregoing by signing duplicate copies of this letter
and returning one signed copy to us.



	 	 	 	 	 	 	 
	 	 	Yours faithfully,	 	 
	 
	 	 	 	 	 	 
	 	 	Meiji Seika Kaisha, Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Ryuzo Asada	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Ryuzo Asada	 	 
	 

	 	Titled
	 	Vice President	 	 
	 

	 	 	 	International Headquarters Pharmaceuticals	 	 






ACCEPTED AND AGREED TO BY:




Cornerstone Biopharma Inc.




          /s/ Craig Collard               

Name: Craig Collard

Title: President and CEO





 



[***] Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission.