Amendment No. 2



 Exhibit 10.16 
 CHELSEA THERAPEUTICS INTERNATIONAL, LTD. 
 CONTROLLED
EQUITY OFFERINGSM 

AMENDMENT NO. 2 TO 
 SALES AGREEMENT 
 December 28, 2011 

Cantor Fitzgerald & Co. 
 499 Park
Avenue 
 New York, NY 10022 
 Ladies
and Gentlemen: 
 Reference is made to the Sales Agreement, dated July 2, 2010, as amended by Amendment No. 1 dated
July 26, 2011 (the “Sales Agreement”), between Cantor Fitzgerald & Co. (“CF&Co”) and Chelsea Therapeutics International, Ltd., a Delaware corporation (the
“Company”), pursuant to which the Company agreed to sell through CF&Co, as sales agent, up to 3,291,666 shares of common stock, par value $0.0001 per share, of the Company. All capitalized terms used in this Amendment
No. 2 to Sales Agreement between CF&Co and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. CF&Co and the Company
agree as follows: 
 A. Amendments to Sales Agreement. The Sales Agreement is amended as follows: 

 

	1.	The first sentence of Section 1 of the Sales Agreement is hereby deleted and replaced with the following: 


“The Company agrees that, from time to time after July 26, 2011 and during the term of this Agreement, on the terms and subject
to the conditions set forth herein, it may issue and sell through the Agent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), up to
an aggregate price of $19,750,000 (the “Maximum Amount”).” 
  

	2.	The second sentence of Section 5(e) of the Sales Agreement is hereby amended by deleting the following clause from the end of such sentence:


 “, which minimum price shall initially be set at $6.00 per share” 

 

	3.	The first sentence of the Placement Notice attached as Schedule 1 to the Sales Agreement shall be amended to add “as amended on July 26, 2011 and
December 28, 2011” immediately after “July 2, 2010”. 

  

	4.	The first sentence of the Form of Representation Date Certificate attached as Exhibit 7(l) to the Sales Agreement is amended to add “as amended on July 26,
2011 and December 28, 2011” immediately before “(the “Sales Agreement”)”. 

 B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect. 

  
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 C. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission. 

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 If the foregoing correctly sets forth the understanding between the Company and CF&Co,
please so indicate in the space provided below for that purpose, whereupon this Amendment No. 2 to Sales Agreement shall constitute a binding agreement between the Company and CF&Co. 

 

			
	Very truly yours,
	
	 CHELSEA THERAPEUTICS INTERNATIONAL, LTD.

		
	By:	 	 /s/ J. Nick Riehle

	
	Name: J. Nick Riehle
	Title: Vice President and Chief Financial Officer


  

			
	ACCEPTED as of the date first-above written:
	
	CANTOR FITZGERALD & CO.
		
	By:	 	 /s/ Jeffrey Lumby

	
	Name: Jeffrey Lumby
	Title: Managing Director


  
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