exv10w13








Exhibit 10.13




First Amendment to Cornerstone License Agreement




     This First Amendment to Cornerstone License Agreement (“Amendment”) is made and entered into
on August, 10, 2007 (“Effective Date”), by and between Pharmaceutical Innovations, LLC (hereinafter
referred to as “PI”) and Cornerstone Biopharma, Inc. (hereinafter referred to as “Cornerstone”).



Recitals:




     A. PI and Cornerstone entered into that certain Cornerstone License Agreement dated August 31,
2006 (“Agreement”), whereby Cornerstone secured from PI an exclusive license in the United States
and a nonexclusive license in all other markets to manufacture, package, market, distribute and
otherwise exploit the Licensed Products (as defined in the Agreement) on a worldwide basis.



     B. The parties desire to amend the Agreement as set forth in this Amendment.


NOW, THEREFORE, the undersigned hereby agree as follows:





	 	     1.	 	The effective date of this Amendment shall be the Effective
Date.
	 
	 	     2.	 	Section 1.10 of the Agreement is hereby deleted in its entirety
and replaced with the following:
	 
	 	 	 	“1.10. “Licensed Products” shall mean the following prescription day-night
products which fall within the scope of one or more valid claims of any PI
Patent: (i) a product (which may be known as AlleRx PE) consisting of 40 mg.
phenylephrine/2.5 mg. methscopolamine nitrate, for daytime use and 10 mg.
phenylephrine/8 mg. chlorpheniramine maleate/2.5 mg. methscopolamine nitrate
for nighttime use; (ii) a product (which may be known as AlleRx HC)
consisting of [***] and (iii) a product consisting of
120 mg. pseudoephedrine/2.5 mg. methscopolamine nitrate, for daytime use and
8mg. chlorpheniramine maleate/2.5 mg. methscopolamine nitrate/an attenuated
dose of pseudoephedrine or phenylephrine for nighttime use HCL for nighttime use.”






 




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













 












	 	3.	 	Section 4.03 of the Agreement is hereby deleted in its
entirety and replaced with the following:
	 
	 	 	 	“4.03.(a) With respect to the License Product referenced in Section 1.10(i)
hereof, Cornerstone shall pay to PI Minimum Royalty Payments equal to One
Hundred Fifty Thousand Dollars ($150,000) per Calendar Year for the term of
this Agreement beginning with Calendar Year 2007 and ending at the beginning
of the Seven Year Period (such Minimum Royalty Payments to be pro rated for
periods of less than twelve months.)
	 
	 	 	 	4.03(b) With respect to the Licensed Products referenced in Section
1.10(ii) and Section 1.10(iii) hereof, Cornerstone shall
pay to PI (A) no Minimum Royalty Payments for Calendar Year 2007, and (B)
Minimum Royalty Payments equal to One Hundred Fifty Thousand Dollars
($150,000) per Calendar Year for each of those Licensed Products for the
term of this Agreement beginning with Calendar Year 2008 and ending at the
beginning of the Seven Year Period.
	 
	 	 	 	4.03(c) The Minimum Royalty Payments for Calendar Year 2007 mean that if the
aggregate royalties payable to PI under Section 4.01 (b) are less than
$150,000 (or a lesser amount if pro ration applies) for the Licensed Product
referenced in Section 1.10(i) hereof, Cornerstone shall, within 30 days
after the end of such Calendar Year, make-up the difference with
supplemental payments to PI such that PI is paid a total of $150,000 for
such Calendar Year (or a lesser amount if pro ration applies). The Minimum
Royalty Payments for Calendar Year 2008 and each Calendar Year
thereafter until the beginning of the Seven Year Period means that if the aggregate royalties payable to PI under Section 4.01 (b) are
less than $450,000 for any Calendar Year (or a lesser amount if pro ration applies or if Cornerstone exercises its right under Section 6.3),
Cornerstone shall, within 30 days after the end of each
such Calendar Year, make-up the difference with supplemental payments to PI
such that PI is paid a total of $450,000 for such
Calendar Year (or a lesser amount if pro ration applies or if Cornerstone exercises its right under Section 6.3). To clarify
regarding pro ration, by way of example, if a Minimum Royalty Payment is due
with respect to all three (3) of the Licensed Products set forth in Section
1.10 and the PI Patents expire on August 31, 2011, the Minimum Royalty
Payment for that Calendar Year shall be
66.2/3% of $450,000 or $300,000 determined on an aggregated basis for the three (3)
Licensed Products.”
	 
	 	4.	 	The following new Section 6.03 is hereby added to the
Agreement:




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	 	 	 	“6.03 Cornerstone shall have a one-time right to terminate this Agreement
with respect to any or all of the Licensed Products referenced in Section
1.10(ii) and/or Section 1.10(iii) only by providing
written notice to PI on or before December 31, 2007. In the event Cornerstone
exercises its right under this Section 6.03, (A) all other terms and
conditions of this Agreement shall remain in full force and effect with
respect to the Licensed Products which were not terminated under this
Section 6.03, and (B) any such Licensed Products terminated under this
Section 6.03 shall no longer be considered a “Licensed Product for all
purposes of this Agreement, including, without limitation, Sections 1.10, 3,
and 4.”
	 
	 	5.	 	Discontinued Product. The parties hereby terminate their respective rights and obligations
under the Agreement with respect to the Licensed Product
(tentatively known as AlleRx CP) consisting of [***] (the “Discontinued Product”). The Discontinued Product shall no longer be considered
a “Licensed Product” for all purposes of the Agreement, including without limitation, Section 1.10, 3 and 4.
	 
	 	6.	 	All capitalized terms in this Amendment shall have the meaning
given to such terms in the Agreement, unless otherwise defined herein.
	 
	 	7.	 	Except as specifically set forth herein, the Agreement remains
unmodified and in full force and effect.
	 
	 	8.	 	This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. A facsimile or similar transmission of a counterpart signed by a
party hereto shall be regarded as signed by such party for purposes hereof.





     IN WITNESS WHEREOF, the undersigned have executed this Amendment on the day and year first
above written.



	 	 	 	 	 	 	 
	Witness/Attest:	 	 	 	Cornerstone Biopharma, Inc.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Craig Collard
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Craig Collard
	 

	 	 	 	 	 	President and CEO
	 
	 	 	 	 	 	 
	Witness/Attest:

	 	 	 	Pharmaceutical
Innovations, LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Allan M. Weinstein
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Allan M. Weinstein, M.D.
	 

	 	 	 	 	 	President







 




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




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