exv10w23






Exhibit 10.23




THIRD AMENDMENT TO



ASSET PURCHASE AGREEMENT




     This
Third Amendment to Asset Purchase Agreement (this “Amendment”), is entered into as of
December 7, 2006 by and between Cornerstone BioPharma, Inc., a
Nevada corporation (“Cornerstone”),
and Vintage Pharmaceuticals, LLC, a Delaware limited liability
company (“Vintage”).



     WHEREAS: Cornerstone and Vintage have previously entered into that certain Asset Purchase
Agreement dated as of July 20, 2004, as amended by that certain First Amendment to Asset Purchase
Agreement dated as of May 20, 2005 and by that certain Second Amendment to Asset Purchase Agreement
dated as of November ___, 2006 (together, the
“Agreement”).



     WHEREAS: Under the Agreement, Vintage has the exclusive right to manufacture and market an
authorized generic version of the Product(s); and



     WHEREAS: the parties desire to enable Cornerstone to market and sell an authorized generic
version of the Product(s) directly or by contract with a third party; and



     WHEREAS: Vintage supplies Cornerstone with the Product(s) pursuant to a Manufacturing
Agreement entered into concurrent with the Agreement; and



     WHEREAS: the parties desire for Vintage to manufacture and sell and for Cornerstone to
purchase a generic version of the Product(s) under the Manufacturing Agreement.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, terms and
conditions herein contained, the parties hereto hereby agree as follows:




	 	1.	 	Defined Terms. Capitalized terms used but not defined herein have the meanings
assigned to them in the Agreement.
	 
	 	2.	 	Amendment of Section 3.05. Section 3.05 of the Asset Purchase Agreement shall
be modified by adding the following subsection (c) after subsection (b):






          ”(c) Vintage grants Cornerstone the right to market and sell an authorized generic
version of the Product(s). Cornerstone may sublicense this right to Aristos Pharmaceuticals,
Inc. Any other sublicense by Cornerstone will require the consent of Vintage, which consent
will not be unreasonably withheld. Sales of such an authorized generic by Cornerstone or its
sublicensee shall be subject to a royalty on Net Sales payable to Vintage as provided in
Section 3.03. During the term of the Manufacturing Agreement, Cornerstone shall purchase and
Vintage shall supply the authorized generic version of Product(s) on the terms and
conditions provided for in the Manufacturing Agreement.”




	3.	 	Effect of Amendment. Except as amended herein, all terms and conditions of the Agreement
shall remain in full force and effect, unmodified in any way.





(Third Amendment to Asset Purchase Agreement)














 






	4.	 	Severability. Each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Amendment shall be held
to be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.






	5.	 	Governing Law. This Amendment shall be governed by and construed in accordance with the laws
of the State of Alabama applicable to contracts executed and performed in such state, without
giving effect to the conflicts of laws principles.






	6.	 	Amendments. This Amendment may be amended, supplemented or modified only by a written
instrument duly executed by each Party.






	7.	 	Counterparts. This Amendment may be executed in any number of counterparts and by facsimile,
each of which will be deemed an original, but all of which together shall constitute one and
the same instrument.






	8.	 	Successors and Assigns. Except as otherwise expressly provided in this Amendment, the
provisions hereof shall inure to the benefit of, and be binding upon, Cornerstone and Vintage
and their respective successors and permitted assigns.





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth
above.



	 	 	 	 	 
	 	CORNERSTONE:




CORNERSTONE BIOPHARMA, INC.,

a Nevada corporation

 	 
	 	By:  	/s/ Craig A. Collard
 	 
	 	 	Craig A. Collard, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	VINTAGE:




VINTAGE PHARMACEUTICALS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Tom Young
 	 
	 	Name:          Tom Young
 	 
	 	Title:  
CEO 	 
	 



(Third Amendment to Asset Purchase Agreement)