Exhibit 10.45
   STOCK PURCHASE AGREEMENT
 by and among
 CHIESI FARMACEUTICI SPA,
 CORNERSTONE BIOPHARMA HOLDINGS, LTD.,
 LUTZ FAMILY LIMITED PARTNERSHIP
 and
 THE STOCKHOLDERS NAMED HEREIN AND
 CORNERSTONE THERAPEUTICS, INC. (solely with respect to Section 4.1)
 Dated as of December 16, 2010




---



##### 



TABLE OF CONTENTS
 PageARTICLE I PURCHASE AND SALE OF SHARES
    
    
    1Section 1.1.
    
    Purchase and Sale
    
    
    1Section 1.2.
    
    Consideration
    
    
    1Section 1.3.
    
    Closing
    
    
    1Section 1.4.
    
    Closing Deliveries by the Sellers
    
    
    2Section 1.5.
    
    Closing Deliveries by Purchaser
    
    
    2ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    2Section 2.1.
    
    Ownership of Shares
    
    
    2Section 2.2.
    
    Authority
    
    
    2Section 2.3.
    
    Consents and Approvals; No Violations
    
    
    2Section 2.4.
    
    Disclosure of Information and Investment Experience
    
    
    3Section 2.5.
    
    No Additional Representations
    
    
    3ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER
    
    
    3Section 3.1.
    
    Organization
    
    
    4Section 3.2.
    
    Authority
    
    
    4Section 3.3.
    
    Consents and Approvals; No Violations
    
    
    4Section 3.4.
    
    Financing
    
    
    4Section 3.5.
    
    Brokers and Other Advisors
    
    
    4Section 3.6.
    
    Investment Intent
    
    
    5Section 3.7.
    
    Disclosure of Information and Investment Experience
    
    
    5Section 3.8.
    
    No Additional Representations
    
    
    5ARTICLE IV MISCELLANEOUS
    
    
    5Section 4.1.
    
    Stockholders Agreement Waiver
    
    
    5Section 4.2.
    
    Transfer Taxes
    
    
    6Section 4.3.
    
    Fees and Expenses
    
    
    6Section 4.4.
    
    Notices
    
    
    6Section 4.5.
    
    Entire Agreement
    
    
    7Section 4.6.
    
    Waivers
    
    
    7Section 4.7.
    
    No Third-Party Beneficiaries
    
    
    7Section 4.8.
    
    Assignment; Binding Effect
    
    
    7Section 4.9.
    
    GOVERNING LAW
    
    
    7Section 4.10.
    
    CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    8Section 4.11.
    
    Remedies
    
    
    8Section 4.12.
    
    Invalid Provisions
    
    
    8




---



##### 



TABLE OF CONTENTS
(continued)
 PageSection 4.13.
    
    Counterparts
    
    
    9Section 4.14.
    
    Interpretation
    
    
    9Exhibit A: Sellers Holdings
 ii




---



##### 



INDEX OF DEFINED TERMS
 Pageaffiliate
    
    
    10Agreement
    
    
    1business day
    
    
    10Closing
    
    
    2Closing Date
    
    
    2Common Stock
    
    
    1Company
    
    
    1Consideration
    
    
    1contract
    
    
    3control
    
    
    10Encumbrances
    
    
    2expenses
    
    
    6Governance Agreement
    
    
    1Governmental Authority
    
    
    2person
    
    
    10Purchaser
    
    
    1Shares
    
    
    1Stockholders Agreement
    
    
    1
 iii




---



##### 



STOCK PURCHASE AGREEMENT
 STOCK PURCHASE AGREEMENT Agreement Purchaser Sellers Company Stockholders
 RECITALS
 WHEREAS Common Stock Exhibit A Shares
 WHEREAS Stockholders Agreement
 WHEREAS
 WHEREAS Governance Agreement
 WHEREAS
 NOW, THEREFORE
 ARTICLE I
 PURCHASE AND SALE OF SHARES
 Purchase and Sale
 Consideration Consideration




---



##### 



Closing Closing Closing Date
 Post Closing Deliveries by the Sellers Exhibit A
 Closing Deliveries by Purchaser
 ARTICLE II
 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
  Ownership of Shares Exhibit A Encumbrances Article I
 Authority
 Consents and Approvals; No Violations
  2




---



##### 



Governmental Authority
 contract
 Disclosure of Information and Investment Experience
    No Additional Representations Article II Article II
 3




---



##### 



ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF PURCHASER
  Organization
 Authority
 Consents and Approvals; No Violations
   4




---



##### 



Financing
 Brokers and Other Advisors
 Investment Intent
 Disclosure of Information and Investment Experience
    No Additional Representations Article III Article
III
 5




---



##### 



ARTICLE IV
 MISCELLANEOUS
 Stockholders Agreement Waiver
 Transfer Taxes
 Fees and Expenses expenses
 Notices
   
  
 6




---



##### 



Entire Agreement
 Waivers
 No Third-Party Beneficiaries
 7




---



##### 



Assignment; Binding Effect
 GOVERNING LAW
 CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL PROVIDED HOWEVER SECTION 4.10 Section 4.4 SECTION 4.10
 Remedies
 8




---



##### 



Invalid Provisions
 Counterparts
 Interpretation
        9




---



##### 



person
 business day
 affiliate control
 [signature page follows]
 10




---



##### 



IN WITNESS WHEREOF
 CHIESI FARMACEUTICI SPABy:
    /s/ Alberto ChiesiName:
    Alberto ChiesiTitle:
    President and CEOCORNERSTONE BIOPHARMA HOLDINGS, LTD.By:
    /s/ Craig A. CollardName:
    Craig A. CollardTitle:
    DirectorLUTZ FAMILY LIMITED PARTNERSHIP
By: STEVEN M. LUTZ, its general partner/s/ Steven M. LutzSteven M. LutzCORNERSTONE THERAPEUTICS, INC.By:
    /s/ Andrew K. W. PowellName:
    Andrew K. W. PowellTitle:
    Executive Vice President, General Counsel and SecretaryCAROLINA PHARMACEUTICALS, LTD.By:
    /s/ Craig A. CollardName:
    Craig A. CollardTitle:
    Director/s/ Craig A. CollardCraig A. Collard/s/ Steven M. LutzSteven M. Lutz Signature Page to Stock Purchase Agreement




---



##### 



EXHIBIT A
  Stockholder
    
    No. of Shares to be SoldCORNERSTONE BIOPHARMA HOLDINGS, LTD.
    
    385,000 sharesLUTZ FAMILY LIMITED PARTNERSHIP
    
    65,000 sharesTOTAL
    
    450,000 shares