exv10w32






Exhibit 10.32




EXECUTION COPY




AMENDMENT NO. 1 TO SUPPLY AND MARKETING AGREEMENT




     This Amendment No. 1 to Supply and Marketing Agreement (this “Amendment”) is entered into on
the 18th day of December, 2009 by and between Aristos Pharmaceuticals, Inc., a Delaware
corporation with its principal offices located at 1255 Crescent Green Drive, Suite 250, Cary, NC
27518 (“ARISTOS”), and Sovereign Pharmaceuticals, Ltd., a Texas limited partnership with its
principal offices located at 7590 Sand Street, Fort Worth, TX, 76118 (“SOVEREIGN”), and shall be
effective as of the 30th day of September, 2009.



     WHEREAS, the Parties entered into that certain Supply and Marketing Agreement dated May
1, 2008 (the “Agreement”).



     WHEREAS, the Parties desire to amend certain terms of the Agreement by way of this
Amendment.



     NOW, THEREFORE, in consideration of the promises made herein and other good and valuable
consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties,
intending to be legally bound, agree as follows:




	 	1.	 	All capitalized terms used in this Amendment and not otherwise defined herein
shall have the meanings given to them in the Agreement.
	 
	 	2.	 	Section 8.10 (b) shall be deleted in its entirety and replaced with:






Except as set forth Exhibit F and Section 4.1, all such communications,
notices and consents shall be addressed as follows:




If to SOVEREIGN, to:




SOVEREIGN PHARMACEUTICALS, Ltd

7590 Sand Street

Fort Worth, TX 76118

Attention: Miles Davis

Fax: (817) 284-0531

E-mail: m.davis@sovpharm.com




If to ARISTOS, to:




ARISTOS PHARMACEUTICALS, INC.

1255 Crescent Green Drive, Suite 250

Cary, NC 27518

Attention: Steve Lutz

Fax: (919) 678-6599

E-mail: steve.lutz@crtx.com


With a copy, if by mail or fax, to: General Counsel




 





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








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provided, however, that if either Party shall have designated a
different address by notice to the other Party pursuant to this Section 8.10, then
to the last address so designated.




	 	3.	 	Section 8.12 shall be added as follows:






Trademark HyoMax® is a registered trademark of
Cornerstone Therapeutics Inc., a Delaware corporation and the ultimate
parent company of ARISTOS (“Cornerstone”). Cornerstone has exclusive
rights to the use of the mark. For the purpose of clarity, SOVEREIGN has
no rights to the use of the Trademark except through express written
consent of Cornerstone.




	 	4.	 	Exhibit B of the Agreement shall be amended to include:






	 	a.	 	HyoMax® Tablets 100ct. as a Unit with a Purchase
Price/Unit of [***]/bottle; and,
	 
	 	b.	 	HyoMax® DT Tablets 90ct. as a Unit with a Purchase
Price/Unit of [***]/bottle
	 
	 	c.	 	Hyomax FT Tablets 100ct as a Unit with a Purchase Price/Unit
of [***]/bottle.
	 
	 	d.	 	Hyomax SL Tablets 100ct as a Unit with a Purchase Price/Unit
of [***]/bottle.
	 
	 	e.	 	Hyomax SR Tablets 100ct as a Unit with Purchase Price/Unit of
[***]/bottle.






	 	5.	 	Exhibit C of the Agreement shall be amended to include:






	 	a.	 	HyoMax® Tablets as a Tablet with 100
Tablets/Bottle with [***] (est.) Bottles for 1st 12
months (Est.); and,
	 
	 	b.	 	HyoMax® DT Tablets as a Tablet with 90
Tablets/Bottle with [***] (est.) Bottles for 1st 12
months (Est.);






	 	6.	 	Exhibit D of the Agreement shall be amended to include:






	 	a.	 	HyoMax® Tablets 0.125mg Product Strength; and,
	 
	 	b.	 	HyoMax® DT Tablets 0.125mg immediate release,
0.25mg sustained release Product Strength







 




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




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	 	7.	 	Exhibit E of the Agreement shall be amended to include:






	 	a.	 	the Packaging and Labeling for HyoMax® Tablets;
and,
	 
	 	b.	 	the Packaging and Labeling for HyoMax® DT Tablets






	 	8.	 	Exhibit G of the Agreement shall be amended to include:






	 	a.	 	HyoMax® Tablets — [***] tablets as
Standard Finished Lot Sizes; and,
	 
	 	b.	 	HyoMax® DT Tablets — [***] tablets as
a Standard Finished Lot Size.






	 	9.	 	This Amendment shall be governed by the laws of the State of North Carolina without
reference to any rules of conflict of laws. Any dispute arising in relation to this
Amendment shall be resolved in the same manner as a dispute under the Agreement.





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




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SIGNATURE PAGE TO AMENDMENT NO. 1 TO SUPPLY AND MARKETING

AGREEMENT




     In WITNESS of the agreement to the terms and conditions contained herein, the parties have
caused this Amendment to be executed by their duly authorized executives as of the date first above
written:



	 	 	 	 	 	 	 	 	 	 	 
	ARISTOS PHARMACEUTICALS, INC.	 	 	 	SOVEREIGN	 	 
	 	 	 	 	 	 	PHARMACEUTICALS, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Craig A. Collard
 

	 	 	 	BY:
	 	/s/ Miles B. Davis
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PRINT NAME:

	 	Craig A. Collard
 

	 	 	 	PRINT NAME:
	 	Miles B. Davis
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TITLE:

	 	CEO
 

	 	 	 	TITLE:
	 	President & CEO
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DATE:

	 	12/23/09
 

	 	 	 	DATE:
	 	12/18/09
 

	 	 






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