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June 11, 2010

CONFIDENTIAL: Letter Of Intent

Max DraughnChief Executive Officer Cypress
Pharmaceutical Inc. 135 Industrial Boulevard Madison Mississippi
39110

Dear Mr. Draughn:

Striker (THE
COMPANY) is pleased to submit the following non-binding letter of
intent to Cypress Pharmaceutical, Inc. (Cypress). THE COMPANY
will endeavor to sign final agreements within thirty (30) days following the
closing of definitive due diligence (the Closing Date). A
separate addendum listing initial due diligence items, Appendix 1, has been sent
concurrently and separately to this letter of intent. This is not an exhaustive
list of due diligence and further items may be considered and added at the sole
discretion of THE COMPANY. This Letter Of Intent will be superceded by the terms
and conditions contained in the Definitive Agreement or Asset Purchase
Agreement. Striker proposes to acquire GRANISOL Oral Solution
(GRANISOL) in accordance with the following terms and provisions:

1. Assets. In a transaction hereinafter defined as the
Proposed Transaction, THE COMPANY anticipates acquiring from
CYPRESS and its affiliates the assets related to GRANISOL, including all right,
title and interest held by CYPRESS and its affiliates in each of the following
assets related to GRANISOL: (a) all registered and unregistered U.S. trademarks
and service marks (including any applications thereof), trade names, domain
names and designs; (b) ANDA formulas, processes and methods related to the
manufacturing process, including related trade secrets; (c) stability and
clinical trials data, regulatory filings and correspondence and any other
records; (d) packaging materials; (e) sales and marketing materials; (f) the
finished product inventory with no less than eighteen (18) months dating,
including only those lots where no shipments have yet occurred to any customers
(the Inventory); (g) all supplier, distributor and wholesaler
agreements (the Contracts); and (h) any other assets used in
connection with the manufacture, production, packaging, distribution (excluding
physical plant and equipment used in the manufacture and distribution of the
product), marketing or sale of GRANISOL (collectively, the
Assets).

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2. Liabilities. THE
COMPANY anticipates assuming CYPRESSs obligations to perform under the
Contracts (the Assumed Liabilities). THE COMPANY and CYPRESS
would agree that THE COMPANY would not assume any of CYPRESSs other
liabilities, including but not limited to, any liabilities for returns,
chargebacks, or other discounts of any nature related to invoices containing
lots shipped prior to the Closing Date and any adverse events, product reporting
or other product related liabilities for such product shipped prior to the
Closing Date.

3. Purchase Price. At the
closing, THE COMPANY expects to pay to CYPRESS an amount of $1,000,000 (one
million US dollars). This will be determined utilizing further data which has
been requested from CYPRESS as well as actual demand for GRANISOL, channel
inventory, shelf life, product potential (including potential pricing,
contracting and competitive dynamics) and efforts made by CYPRESS to secure
their ANDA for GRANISOL, as well as complete and final diligence. The PURCHASE
PRICE is expressly for the Assets (including any saleable Inventory) and for the
Assumed Liabilities at the Closing Date. . This purchase price is also based
solely on information provided in the CIM and would be subject to cancellation
upon further due diligence performed by THE COMPANY at its sole
discretion.         The purchase
will be contingent upon THE COMPANY being able to secure appropriate financing
to both acquire GRANISOL and to market it. THE COMPANY has regularly and
diligently informed JKF Advisors, both directly and through the COMPANYs
bankers, of its financing strategy.

4. Manufacturing and Supply
Agreement. THE COMPANY and CYPRESS will cooperate with each other in good
faith in the negotiation and preparation of a manufacturing and supply agreement
for the active pharmaceutical ingredient (the API) with Hubei Haosun
Pharmaceutical Co. Ltd. and for the finished product manufacturing with
Therapex®, a division of Bracco S.p.A. (Bracco), (collectively, the
Manufacturers). Such manufacturing and supply agreements to be completed in
conjunction with the Closing. Pursuant to this manufacturing and supply
agreement, the Manufacturers would agree to manufacture GRANISOL for THE COMPANY
for an initial term of five years (the Initial Term) and to work with THE
COMPANY to make sample product available in a presentation to be determined,
including the performance of stability studies, if required. THE COMPANY would
agree to purchase at least minimum quantities to be determined by THE COMPANY
and the Manufacturers. The Manufacturers would agree to provide the output from
their manufacturing facilities related to GRANISOL exclusively to THE COMPANY.
THE COMPANY and the Manufacturers will attempt to negotiate provisions regarding
the Manufacturers manufacture and production of product line extensions for THE
COMPANY and an extension of the term of this manufacturing and supply agreement
for an additional five years. In the event THE COMPANY and the Manufacturers are
unable to reach agreement on such agreement extension beyond the initial five
year period, the Manufacturers will so inform THE COMPANY within twelve (12)
months prior to the expiration of the Initial Term and will agree to make the
required technological transfers to THE COMPANY to enable THE COMPANY or its
agent to manufacture, produce and package GRANISOL, such transfer to be complete
no less than ninety (90) days in advance of the termination of this
manufacturing and supply agreement.

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Additionally, THE COMPANY would be free to approach other
manufacturers of the active pharmaceutical ingredient for GRANISOL (API) with
the intent of obtaining an exclusive manufacturing relationship with such other
manufacturers to run concurrent with the exclusive relationship with Hubei
Haosun. To the extent THE COMPANY is successful in reaching agreement with
another API manufacturer, its requirements from Hubei Haosun may be reduced. THE
COMPANY would be free to approach other manufacturers of the finished product
for Granisol with the intent of obtaining an exclusive manufacturing
relationship with such other manufacturers to run concurrent with the exclusive
relationship with Therapex, a Division of Bracco S.p.A. To the extent THE
COMPANY is successful in reaching agreement with another finished product
manufacturer, its requirements from Therapex may be reduced.

5. Contingencies. The
Proposed Transaction is contingent upon, among other things, (a) THE COMPANYs
satisfaction with its due diligence examination of the Assets, (b) the approval
of the THE COMPANYs board of directors, (c) the negotiation and execution of a
mutually acceptable definitive purchase agreement and a mutually acceptable
definitive supply agreement and other related documents and (d) the completion
of an appropriate financing to both acquire GRANISOL and to market it.

6. Access. To facilitate
THE COMPANYs due diligence, CYPRESS shall provide THE COMPANY and its
representatives, access to all of CYPRESSs facilities and documents related to
the Assets and to all of its key management and other personnel involved in the
business related to the Assets. This will include full access to the
Manufacturers production facility and full disclosure of the production process,
product costing currently in effect and any other information relevant to the
manufacturing of the product.

7. Maintenance of Assets.
Pending execution of the definitive purchase agreement and until closing,
CYPRESS shall (a) continue to operate its business related to the Assets in the
ordinary course and consistent with past practice, and (b) take such steps as
are necessary and appropriate to preserve the Assets and the business related to
the Assets, including, without limitation, retaining relationships with
suppliers, distributors, wholesalers and customers. CYPRESS shall ensure that
shipments into the distribution channels are made so as to maintain normal
inventory levels not to exceed one months demand to minimize any adverse effect
on future sales of GRANISOL subsequent to the Closing Date.

8. Purchase Agreement. THE
COMPANY and CYPRESS will cooperate with each other in good faith in the
negotiation and preparation of the definitive purchase agreement, the definitive
supply agreement and related documents, the making of any required governmental
filings and obtaining all necessary approvals and consents from third parties.
The definitive purchase agreement will contain customary representations and
warranties, covenants and indemnities. CYPRESS and the Manufacturers would also
agree to train a designated number of THE COMPANY personnel on the manufacture,
production and packaging of GRANISOL.

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9. Exclusivity. Commencing
on the date hereof and continuing through 90 days after the execution and
delivery of this letter of intent, CYPRESS and its affiliates, representatives
and advisors shall immediately discontinue and shall not institute, pursue or
enter into any discussions, negotiations or agreements (whether preliminary or
definitive) with any person or entity concerning any licensing, acquisition,
purchase, sale or disposition of any of the Assets. CYPRESS acknowledges and
agrees that THE COMPANY is relying on CYPRESSs covenants in this paragraph and,
as a result of such reliance, will be incurring considerable expense (including
devoting significant management time and, as a result thereof, foregoing other
opportunities) in connection with completion of THE COMPANYs due diligence
review of the Assets which may extend beyond a physical due diligence at the
CYPRESS facility. Accordingly, CYPRESS agrees that in the event of any breach of
this paragraph, THE COMPANY shall be entitled to equitable relief, including an
injunction and specific performance, together with reimbursement by CYPRESS to
THE COMPANY of all of THE COMPANYs expenses (including legal fees) incurred in
connection with or related to the Proposed Transaction, if the Proposed
Transaction is not consummated as a result of such breach.

10. Confidentiality. This
letter of intent and the Proposed Transaction shall remain confidential between
the parties. No public announcement shall be made by any of the parties or their
respective affiliates, representatives or advisors with respect to this letter
of intent or the Proposed Transaction without the approval of the other party,
unless otherwise required by law. The parties shall continue to abide by the
provisions of the Confidentiality Agreement dated as of May 28, 2010, by and
between THE COMPANY and CYPRESS. Such confidentiality would include, but would
not be limited to, the prohibition of disclosures to any customers of CYPRESS
that might purchase excess inventories prior to the transaction date, thereby
overloading the distribution channels.

11. Non-Competition.
CYPRESS will agree for a period of ten (10) years to not compete with GRANISOL
in the relevant therapeutic or prophylaxis markets (the Markets) through
development, partnership, licensing, acquisition or in any other way make
available, distribute, market or sell a 5HT3 mechanism of action anti-emetic in
any formulation or dosing or any other anti-emetic working through a different
or complementary mechanism of action.

12. Governing Law; Venue.
This letter of intent shall be, and the definitive purchase agreement will be,
governed by and construed in accordance with the laws of the State of New
Jersey, without regard to conflict of laws and principles thereof. THE COMPANY
and CYPRESS agree to submit to the exclusive jurisdiction of the courts of the
State of New Jersey and of the United States located in the State of New Jersey
and agree to waive, to the fullest extent permissible by law, any objection to
the laying of venue of any suit, action or proceeding arising out of this letter
of intent, or any definitive purchase agreement, in any such court.

13. Expenses. Except as
set forth in paragraph 10, each party shall be responsible for the fees, costs
and expenses incurred by it in connection with the Proposed Transaction whether
or not the Proposed Transaction is consummated.

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14. Non-binding. This
letter of intent is not intended to bind THE COMPANY nor CYPRESS in any way, but
is written solely as an expression of the terms upon which THE COMPANY and
CYPRESS would consider the Proposed Transaction. Notwithstanding the foregoing
provision, THE COMPANY and CYPRESS intend paragraphs 10, 11, 12 and 13 and this
paragraph to be binding (the Binding Paragraphs). THE COMPANY
and CYPRESS intend that, other than the Binding Paragraphs, any legal rights and
obligations between THE COMPANY and CYPRESS will come into existence only upon
the parties execution and delivery of a written definitive purchase
agreement.

If these basic terms and
conditions of the Proposed Transaction are acceptable to you, please indicate so
by executing this letter of intent below and returning it to the undersigned by
5:00 p.m., Eastern Daylight Time, on June 18, 2010, after which time the terms
of this letter of intent shall expire.

| | Regards,             
| | ---------------------
| |                      
| | Joe Carusone, Striker
| |                      
| | By:                  
| |                      
| |                      

Agreed and accepted as of ___, 2010.

| | CYPRESS PHARMACEUTICAL, INC.
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             

Witnessed.

| | By: | /s/ Cameron Durrant         
| | --- | ----------------------------
| |     | Name: Cameron Durrant       
| |     | Title: Consultant to Striker

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