Exhibit 10.89
 EXECUTION VERSION
  Via Hand Delivery
 
   Agreement Employment
Agreement Company you Employee
 Termination Date
 (a)
    
    any of your unpaid current base salary through the Termination
Date, less lawful deductions; and
 (b)
    
    your unused and accrued vacation as of the Termination Date.




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Attachment A Attachment A Attachment B
  (a)
    
    properly and timely electing to continue health and dental
insurance coverage under COBRA; and
 (b)
    
    promptly notifying the Company if you become eligible for
coverage under the group health plan of another employer prior to twelve (12)
months after the Termination Date.
 Releasees et seq et seq et seq et seq Attachment A
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Attachment B
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4




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Attachment
B
 Section 409A
 Attachment B
  
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Very truly yours,CORNERSTONE THERAPEUTICS INC.By:
    /s/ David PriceName:
    David PriceTitle:
    Executive Vice President, Finance, and
Chief Financial Officer 6




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ACCEPTED AND AGREED:
   Date: October 20, 2009
    
    
    /s/ Brian DicksonName:  Brian Dickson 7




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ATTACHMENT A   DESCRIPTION OF SEVERANCE BENEFITS
 1.
    
    Severance Payments.The Company will pay to you the following lump sum amounts,
less lawful deductions, pursuant to the Employment Agreement: (a) $281,216(which equals one
times your annualized base salary); and (b) $82,021.33, which equals 10/12 of the Target Cash
Bonus (as defined in your Employment Agreement) for 2009), such payments shall be made on
January 4, 2010 provided you execute and do not revoke the Separation Letter Agreement and
General Release (the Agreement) to which this Attachment A is attached.
 2.
    
    Continuation of Benefits.The Company will pay on a monthly basis an amount equal
to:
 (a)
    
    one hundred percent (100%) of your monthly health, dental and
vision COBRA premiums for you and your dependents, if any, if you properly
elect to continue health, dental and vision insurance under COBRA to be paid
beginning on the last day of the first payroll-cycle after the expiration of
the revocation period provided in Paragraph No. 19 of the Agreement; and
 (b)
    
    $144.37(which represents one hundred percent (100%) of the
cost of the monthly premiums paid by the Company for life insurance and
disability insurance for you in the month preceding the end of your employment)
to be paid on the first business day of each month after the expiration of the
revocation period provided in Paragraph No. 19 of the Agreement;
 such payments under Subsections 2(a) and 2(b) of this Attachment A to continue until
the COBRA Contribution End Date (defined for purposes of this Agreement as the date that is
the earlier of (i) twelve (12) months after the Termination Date or (ii) the last day of the
first month that you are eligible for other employer-sponsored health coverage).
 Stock Options and Restricted Stock
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ATTACHMENT B
 PAYMENTS SUBJECT TO SECTION 409A
 Attachment B
 1.
    
    If, as of the date of your separation from service from the Company, you are a specified
employee (within the meaning of Section 409A), then:
 a.
    
    Each installment of the severance payments and benefits due under the Agreement
that, in accordance with the dates and terms set forth herein, will in all
circumstances, regardless of when the separation from service occurs, be paid within
the Short-Term Deferral Period (as hereinafter defined) shall be treated as a
short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to
the maximum extent permissible under Section 409A. For purposes of this Agreement, the
Short-Term Deferral Period means the period ending on the later of the fifteenth day
of the third month following the end of your tax year in which the separation from
service occurs and the fifteenth day of the third month following the end of the
Companys tax year in which the separation from service occurs; and
 b.
    
    Each installment of the severance payments and benefits due under the Agreement
that is not described in paragraph 1(a) above and that would, absent this subsection,
be paid within the six-month period following your separation from service from the
Company shall not be paid until the date that is six months and one day after such
separation from service (or, if earlier, your death), with any such installments that
are required to be delayed being accumulated during the six-month period and paid in a
lump sum on the date that is six months and one day following your separation from
service and any subsequent installments, if any, being paid in accordance with the
dates and terms set forth herein; provided, however, that the preceding
provisions of this sentence shall not apply to any installment of severance payments
and benefits if and to the maximum extent that that such installment is deemed to be
paid under a separation pay plan that does not provide for a deferral of compensation
by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to
separation pay upon an involuntary separation from service) or such payments or
benefits are otherwise exempt from Section 409A. Any installments that qualify for the
exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later
than the last day of your second taxable year following your taxable year in which the
separation from service occurs.
 2.
    
    The determination of whether and when your separation from service from the Company has
occurred shall be made and in a manner consistent with, and based on the presumptions set
forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph 2,
Company shall include all persons with whom the Company would be considered a single
employer under Section 414(b) and 414(c) of the Code.
 3.
    
    All reimbursements and in-kind benefits provided under the Agreement shall be made or
provided in accordance with the requirements of Section 409A to the extent that such
reimbursements or in-kind benefits are subject to Section 409A, including, where applicable,
the requirement that (i) any reimbursement is for expenses incurred during Employees lifetime
(or during a shorter
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period of time specified in this Agreement), (ii) the amount of expenses eligible for
reimbursement during a calendar year may not affect the expenses eligible for reimbursement
in any other calendar year, (iii) the reimbursement of an eligible expense will be made on
or before the last day of the calendar year following the year in which the expense is
incurred and (iv) the right to reimbursement is not subject to set off or liquidation or
exchange for any other benefit.
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