exv10w7






Exhibit 10.7




AMENDMENT NO. 1 TO LICENSE AND SUPPLY AGREEMENT




     This
amendment (the “Amendment”) to that certain License and Supply Agreement dated October
12, 2006 (the “License Agreement”) is made by and between Cornerstone Biopharma Inc., a corporation
organized and existing under the laws of the State of Nevada and having its principal office at
2000 Regency Parkway, Suite 255 Cary, North Carolina, 27511 USA, and Meiji Seika Kaisha, Ltd., a
company organized and existing under the laws of Japan and having its principal place of business
at 4-16, Kyobashi 2-chome, Chuo-ku, Tokyo 104-8002 Japan. Capitalized terms not defined herein
shall have the meanings ascribed to them in the License Agreement.



     The parties have determined to expand the collaboration contemplated by the License Agreement
and accordingly Cornerstone and Meiji hereby agree to modify and amend the License Agreement as
follows:



     1. The text of Article 1(g) shall be deleted and replaced with the following: “(g) The term
“Product” shall mean any pharmaceutical product containing the Compound as an active ingredient in
a finished form suitable for use by ultimate customers as identified by the Product Registrations
(with therapeutic indications indicated therein) existing as of the date of this Agreement, and
shall include any other pharmaceutical product containing the Compound as an active ingredient
and/or any other therapeutic indication of the Product which will hereafter be developed through
collaboration between Licensor and Licensee and agreed to be added to this Agreement between
Licensor and Licensee. In the event that either party desires to develop any new Product and/or any
new therapeutic indication of the Product which does not exist as of the date of this Agreement in
the Territory, such party shall notify the other party of such desire and both parties shall then
discuss in good faith with respect to the possible collaboration for the development of such new
Product and/or therapeutic indication of the Product. Licensee may participate in the development
of such new Product and/or therapeutic indication of the Product in the Territory, provided that
both parties reach agreement on the collaboration for such development including allocation of
works and expenses and any other details for such development by way of a separate written
agreement.”



     2. The text of Article 1(h) shall be deleted and replaced with the following: “(h) The term
“Product Registrations” shall mean the registrations of the Product (with therapeutic indications
indicated therein) granted by the United States Food and Drug Administration existing as of the
date of this Agreement as listed in Annex C attached hereto, and shall include any future
registrations related to the Product which will hereafter be granted by the health authorities in
the Territory as a result of the future development of new Product and/or new therapeutic
indication of the Product through collaboration between Licensor and Licensee as set forth in
Article I (g).”



     3. The text of Article 7.2(e) shall be deleted and replaced with the following: “(e) From the
effective date of this Amendment until July 31, 2008, the payment terms for the API shall be T.T.
remittance to the bank designated by Licensor within thirty (30) days after B/L date or prior to
commencement of manufacture of the Product by Licensee utilizing such API, whichever is earlier;
provided that such payment terms are not applicable to the portion of the API quantity greater than
one (1) API production lot (which is approximately 320kgs potency of













 




API) per shipment or if any preceding order remains unsettled and, in such event, the payment
terms for the said portion of any order or for any order shipped under the said unsettled situation
shall be advance payment by T.T. remittance to the bank designated by Licensor.




     If all payments for the API, until July 31, 2008, are made within thirty (30) days after B/L
date or prior to commencement of manufacture of the Product by Licensee utilizing such API,
whichever is earlier, as of August 1, 2008, Licensor and Licensee shall discuss in good faith to
continue or revise the payment terms thereafter.



     Licensor shall retain the title of ownership to all contents of each shipment of the API until the
payment of the API by Licensee to Licensor is made in full. Should Licensee fail to make any
payment for the API by the due date set forth herein, (i) Licensee shall immediately return to
Licensor or its designee the possession of the API to which the title of ownership is retained by
Licensor in compliance with instructions given by Licensor and (ii) the payment terms for all
subsequent orders for the API shall be advance payment by T.T. remittance to the bank designated by
Licensor.



     4. This Amendment shall be effective as of the date shown below.



     5. This Amendment may be executed in any number of counterparts, each of which shall
constitute one agreement binding on all parties hereto.


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized
representatives.




	 	 	 	 	 	 	 	 	 
	CORNERSTONE BIOPHARMA INC.	 	 	 	MEIJI SEIKA KAISHA, LTD.






	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Craig Collard
	 	 	 	By:
	 	/s/ Ryuzo Asada
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Craig Collard
	 	 	 	Name:
	 	Ryuzo Asada
	Title:

	 	President and CEO
	 	 	 	Title:
	 	Vice President
	Date:

	 	July 24, 2007
	 	 	 	Date:
	 	July 27, 2007







2