exv10w45








Exhibit 10.45









June 23, 2008




Chenyqua Baldwin, Vice President of Finance

Cornerstone Biopharma Holdings, Inc.

2000 Regency Parkway, Suite 255

Cary, NC 27518




Dear Ms. Baldwin:



On behalf of Paragon Commercial Bank (hereinafter referred to as the “Bank”), I am pleased to offer
to you this commitment modification subject to the following terms and conditions as outlined
below. If not specifically mentioned herein, all other terms and conditions of the original
commitment and line documents shall remain unchanged. We appreciate the opportunity to continue to
work with you. The terms of the Commitment are hereby amended as follows:




	 	 	 
	BORROWER:

	 	Cornerstone Biopharma Holdings, Inc (the “Borrower”).
	 
	 	 
	PURPOSE:

	 	To renew the revolving line of credit for an additional year.
	 
	 	 
	TYPE:

	 	Revolving line of credit to be used in the normal course of
business operations.
	 
	 	 
	AMOUNT:

	 	Up to, Four Million 00/100 Dollars ($4,000,000), availability
subject to a monthly borrowing base report.
	 
	 	 
	 

	 	Up to One Million Five Hundred Thousand Dollars ($1,500,000.00) will be
segmented for standby letters of credit, subject to the above mentioned
borrowing base report.
	 
	 	 
	RATE:

	 	The Wall Street Journal (WSJ) Prime rate subject to
change from time to time. WSJ “Prime Rate” refers to
that interest rate as specified in the Eastern Edition
of the Wall Street Journal as an interest rate basis for
borrowings. The WSJ Prime Rate is one of several
interest rate bases used by the Bank. The Bank lends at
interest rates above and below the Prime Rate.
	 
	 	 
	EXPIRATION:

	 	The Maturity date of the line shall be June 15, 2009.
	 
	 	 
	REPAYMENT TERMS:

	 	Interest shall be due monthly with all outstanding
principal and accrued yet unpaid interest due upon
maturity.
	 
	 	 
	MODIFICATION FEE:

	 	A modification fee of Ten Thousand and 00/100 Dollars
($10,000) shall be due at closing.






 









 






Cornerstone Biopharma Holdings, Inc.

June 23, 2008

Page 2 of 5




	 	 	 
	ADDITION OF 

COLLATERAL:

	 	The Bank shall take as additional
collateral a Security
Agreement and UCC Financing Statements covering: A
blanket first priority lien on all furnishings,
equipment, inventory and other items and types of
personal property now owned or hereafter acquired, all
the company’s general intangibles and accounts
receivable, whether presently existing or arising in the
future, and all the proceeds and products from the
foregoing (including insurance proceeds) for Aristos
Pharmaceuticals, Inc. and Cornerstone Biopharma, Inc.
Aristos Pharmaceuticals, Inc. and Cornerstone Biopharma,
Inc. will hypothecate the security to Cornerstone
Biopharma Holdings, Inc.
	 
	 	 
	RELEASE OF
	 	 
	COLLATERAL:

	 	A partical release in the amount of $500,000.00 on the Assignment of Deposits dated
July 31, 2007 in the amount of $1,000,000.00, hypothicated by Craig and Susan Collard.
	 
	 	 
	RESTATED
COLLATERAL:

	 	The collateral for this loan will be:







	 	1.	 	First lien UCC position on all
furnishings, equipment and other items and types of personal
property now owned or hereafter acquired, all the Borrower’s
intangible assets, inventory and accounts receivable, whether
presently existing or arising in the future, and all the proceeds
and products from the foregoing (including insurance proceeds)
recorded by proper UCC filings in the county and state in which
the company operates (or location mutually agreed upon by borrower
and Bank).
	 
	 	2.	 	A monthly borrowing base report will
be submitted to the Bank to monitor the collateral for this line
of credit. The following will be the advance rate for the line of
credit: 75% advance rate against Accounts Receivable 90 days or
less from invoice date.






	 	•	 	The borrowing base report will include the accounts
receivables from Cornerstone Biopharman Holding, Inc., Aristos
Pharmaceutical, Inc. and Cornerstone Biopharma, Inc.
	 
	 	•	 	The borrowing base will also include 100% on the $500,000.00
in cash being held as collateral on the Assignment of Deposits.






	 	3.	 	An existing incidental deed of trust in
the amount of $2,000,000 recorded on 107 Trellingwood Drive,
Morrisville NC 27560.
	 
	 	4.	 	An Assignment of Deposits dated July
31, 2007 on a Paragon Commercial Bank account in the amount of
$500,000.00 hypothicated to Cornerstone Biopharma Holding, Inc. by
Craig and Susan Collard.
	 
	 	5.	 	A blanket first priority lien, hypothecated by Aristos
Pharmaceuticals, Inc. and Cornerstone Biopharma, Inc. on all
furnishings, equipment, inventory and other items and types of
personal property now owned or hereafter acquired, all the company’s
general intangibles and accounts receivable, whether presently
existing or arising in the future, and all the proceeds and products
from the foregoing (including insurance proceeds)





 









 










Cornerstone Biopharma Holdings, Inc.

June 23, 2008

Page 3 of 5




	 	 	 
	GUARANTORS:

	 	As offered by you and accepted by the Bank, Craig A. Collard and Carolina
Pharmaceutical, Inc. will continue to guarantee the loan for the loan amount. In
addition, Aristos Pharmaceutical, Inc. and Cornerstone Biopharma, Inc. will be
added and sign as joint and several guarantees to the loan for the full loan amount.






	 	 	 
	FINANCIAL REPORTS:

	 	The following information will be required:
	 
	 

	 	Borrower:







	 	1.	 	Year-end CPA prepared tax returns
(due when submitted to the tax authorities) .
	 
	 	2.	 	Year-end CPA audited financial
statements (to include Balance Sheet, Income Statement,
Statement of Retained Earnings and Statement of Cash Flows
with all notes to the Financial Statements)
	 
	 	3.	 	Monthly, company prepared income
statement and balance sheet. Due no later than 20 days after
the end of a calendar month.
	 
	 	4.	 	Monthly accounts receivable aging
and borrowing base report. Due no later than 20 days after
each month end.






All financial reports including year-end financial statements will
be signed and dated by an officer of the Borrower.




Guarantors: 




Annual personal financial statements and federal tax returns
(due when submitted to the tax authorities).




Monthly, company prepared income statement and balance sheet. Due
no later than 20 days after the end of a calendar month for
Aristos Pharmaceuticals, Inc. and Cornerstone Biopharma, Inc.




Monthly accounts receivable aging and borrowing base report. Due
no later than 20 days after each month end for Aristos
Pharmaceuticals, Inc. and Cornerstone Biopharma, Inc.



PRINCIPAL COVENANTS:





	 	1)	 	The Borrower will not incur any
additional Bank debt without prior written consent from the
Bank.
	 
	 	2)	 	Craig A. Collard must maintain the
majority ownership in the company while the line of credit is in
place.
	 
	 	3)	 	Craig A. Collard must maintain
$2,000,000 in liquid assets (cash, marketable securities, cash
value in life insurance, 50% of value in retirement accounts) at
all times while the line of credit is in place.





	 	 	 
	COMMITMENT
	 	 
	MODIFICATIONS:

	 	No condition or other term of this commitment may be waived
or modified except in writing signed by both the Borrower
and the Bank.






 









 






Cornerstone Biopharma Holdings, Inc.

June 23, 2008

Page 4 of 5




	 	 	 
	 
	 	 
	DOCUMENTATION:

	 	All documentation will be executed in form and content
satisfactory to the Bank and its counsel. Should the
parties fail to agree on the terms of said documentation,
neither party shall have any further obligation to the
other and this commitment shall be null and void.
	 
	 	 
	 

	 	While we intend to conform to the customary requirements for this type
of loan, this commitment letter may not include all of the requirements
for the loan. The Bank reserves the right to require additional
information, documentation, and the satisfaction of conditions we
consider appropriate or required to consummate the transaction.
	 
	 	 
	COMMITMENT PROVISIONS
	SURVIVE CLOSING:

	 	This Commitment Letter will be an ongoing legal document
and the provisions outlined within are an ongoing
obligation of the Borrower. The actual terms within the
documents will control the transaction.
	 
	 	 
	EXPENSES:

	 	All fees and costs associated with the transaction shall
be paid by the Borrower prior to or concurrent with the
respective closing. In the event the Line of Credit does
not close, the Borrower will remain responsible for such
fees.
	 
	 	 
	DEPOSIT ACCOUNTS:

	 	As a condition of this loan, the Borrower agrees to
maintain its entire deposit relationship with the
Lender, including operating, disbursing, payroll and
other related accounts.
	 
	 	 
	OTHER:

	 	This commitment is subject to the maintenance by the
Borrower of a financial condition satisfactory to the
Bank and the execution of documents satisfactory to the
Bank.
	 
	 	 
	 

	 	In no event shall either the Borrower or the Bank be liable to the
other for indirect, special, or consequential damages, which may arise
out of the issuance of this commitment.
	 
	 	 
	 

	 	All information and representations are and will be accurate at closing.





Thank you for allowing us to provide you with this commitment. Please indicate your acceptance
below and return the original to me. Please call me with any questions at 534-7340.



This commitment will expire if not accepted in writing by June 30, 2008. After acceptance, this
commitment shall be voidable at the Bank’s option if the Line of Credit does not close prior to
July 18, 2008.




Sincerely,




Brian K. Reid

Senior Vice President

Paragon Commercial Bank




Acceptance Page Attached




 









 





Cornerstone Biopharma Holdings, Inc.

June 23, 2008

Page 5 of 5



Accepted
and acknowledged this
          day
of
           2008.




Borrower: Cornerstone Biopharma Holdings, Inc.




	 	 	 	 	 
	By:
	 	/s/ Craig A. Collard	 	 
	 

	 	 

Craig A. Collard, President
	 	 






GUARANTOR ACCEPTANCE:




	 	 	 	 	 
	Guarantor: Craig A. Collard	 	 
	 
	 	 	 	 
	By:
	 	/s/ Craig A. Collard	 	 
	 

	 	 	 	 
	 

	 	Craig A. Collard, Guarantor	 	 
	 
	 	 	 	 
	Guarantor: Aristos Pharmaceuticals, Inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Craig A. Collard	 	 
	 

	 	 	 	 
	 

	 	Craig A. Collard, President	 	 
	 
	 	 	 	 
	Guarantor: Cornerstone Biopharma, Inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Craig A. Collard	 	 
	 

	 	 	 	 
	 

	 	Craig A. Collard, President & CEO