Critical Therapeutics, Inc. – Voting Agreement (November 7th, 2013)This VOTING AGREEMENT (Agreement) is made as of September 15, 2013, among Chiesi Farmaceutici S.p.A., an Italian company (Parent), Chiesi U.S. Corporation, a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), Cornerstone Therapeutics Inc, a Delaware corporation (the Company) and each of the undersigned stockholders of the Company (each a Stockholder and together, the Stockholders).
Critical Therapeutics, Inc. – Voting Agreement (September 20th, 2013)This VOTING AGREEMENT (Agreement) is made as of September 15, 2013, among Chiesi Farmaceutici S.p.A., an Italian company (Parent), Chiesi U.S. Corporation, a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), Cornerstone Therapeutics Inc, a Delaware corporation (the Company) and each of the undersigned stockholders of the Company (each a Stockholder and together, the Stockholders).
Critical Therapeutics, Inc. – AMENDMENT No. 2 to LICENSE AND DISTRIBUTION AGREEMENT (March 14th, 2013)This AMENDMENT No. 2 to the LICENSE AND DISTRIBUTION AGREEMENT executed between CHIESI FARMACEUTICI S.p.A. and CORNERSTONE THERAPEUTICS INC. Dated May 6, 2009 (the License) is made and effective this 1st day of December, 2012 and provides as follows:
Critical Therapeutics, Inc. – First Amendment (March 14th, 2013)This FIRST AMENDMENT (this First Amendment) is made as of this 28th day of September, 2010 between Chiesi Farmaceutici S.p.A. a company incorporated under the laws of Italy, with its principal place of business at Via Palermo 26/A, 43122 Parma, Italy (Chiesi) and Cornerstone Therapeutics, Inc. a company incorporated under the laws of Delaware, with its principal place of business at 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518, USA (Cornerstone, and together with Chiesi, the Parties, each a Party).
Critical Therapeutics, Inc. – 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 (March 3rd, 2011)This STOCK PURCHASE AGREEMENT, dated as of December 16, 2010 (this Agreement), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, and LUTZ FAMILY LIMITED PARTNERSHIP, a Nevada limited partnership (collectively, the Sellers) and solely with respect to Section 4.1, Cornerstone Therapeutics Inc., a Delaware corporation (the Company) and CAROLINA PHARMACEUTICALS, LTD., a limited liability company organized under the laws of Bermuda, Craig A. Collard and Steven M. Lutz (collectively, the Stockholders).
Critical Therapeutics, Inc. – 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 (December 21st, 2010)This STOCK PURCHASE AGREEMENT, dated as of December 16, 2010 (this Agreement), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, and LUTZ FAMILY LIMITED PARTNERSHIP, a Nevada limited partnership (collectively, the Sellers) and solely with respect to Section 4.1, Cornerstone Therapeutics Inc., a Delaware corporation (the Company) and CAROLINA PHARMACEUTICALS, LTD., a limited liability company organized under the laws of Bermuda, Craig A. Collard and Steven M. Lutz (collectively, the Stockholders).
Critical Therapeutics, Inc. – Second Amendment to Amended and Restated Restricted Stock Agreement (November 4th, 2009)This SECOND AMENDMENT TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this Amendment) is made and entered into as of the 27th day of July, 2009 (the Amendment Date), by and between Cornerstone BioPharma Holdings, Inc., a Delaware corporation (the Company), and David Price (the Participant). Capitalized terms used herein that are not otherwise defined herein shall have the meanings given to them in the Restricted Stock Agreement (as defined below) or the Companys 2005 Stock Incentive Plan (the Plan), as applicable.
Critical Therapeutics, Inc. – Amendment to Stockholders Agreement (June 29th, 2009)This AMENDMENT TO STOCKHOLDERS AGREEMENT, dated as of June 26, 2009 (this Amendment), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy, CRAIG A. COLLARD, CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, CAROLINA PHARMACEUTICALS LTD., a limited liability company organized under the laws of Bermuda, LUTZ FAMILY LIMITED PARTNERSHIP, North Carolina limited partnership, STEVEN M. LUTZ and CORNERSTONE THERAPEUTICS INC., a Delaware corporation (the Company).
Critical Therapeutics, Inc. – LICENSE AND DISTRIBUTION AGREEMENT Between CHIESI FARMACEUTICI S.p.A. And CORNERSTONE THERAPEUTICS INC. Dated May 6, 2009 (June 26th, 2009)This LICENSE AND DISTRIBUTION AGREEMENT (this Agreement) is made as of this 6th day of May, 2009 (the Effective Date) between Chiesi Farmaceutici S.p.A. a company incorporated under the laws of Italy, with its principal place of business at Via Palermo 26/A, 43100 Parma, Italy (Chiesi) and Cornerstone Therapeutics Inc. a corporation incorporated under the laws of Delaware, with its principal place of business at 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518, USA (Cornerstone, and together with Chiesi, the Parties, each a Party).
Critical Therapeutics, Inc. – STOCK PURCHASE AGREEMENT by and Among CHIESI FARMACEUTICI SPA, CORNERSTONE BIOPHARMA HOLDINGS, LTD. And LUTZ FAMILY LIMITED PARTNERSHIP Dated as of May 6, 2009 (May 18th, 2009)This STOCK PURCHASE AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, and LUTZ FAMILY LIMITED PARTNERSHIP, a North Carolina limited partnership (collectively, the Sellers).
Critical Therapeutics, Inc. – STOCK PURCHASE AGREEMENT by and Among CHIESI FARMACEUTICI SPA, CORNERSTONE BIOPHARMA HOLDINGS, LTD. And LUTZ FAMILY LIMITED PARTNERSHIP Dated as of May 6, 2009 (May 18th, 2009)This STOCK PURCHASE AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, and LUTZ FAMILY LIMITED PARTNERSHIP, a North Carolina limited partnership (collectively, the Sellers).
Critical Therapeutics, Inc. – GOVERNANCE AGREEMENT by and Among CORNERSTONE THERAPEUTICS INC., THE STOCKHOLDERS NAMED HEREIN (Solely With Respect to Sections 3.1(c), 3.4(d) and 3.4(e)) and CHIESI FARMACEUTICI SPA Dated as of May 6, 2009 (May 12th, 2009)This GOVERNANCE AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CORNERSTONE THERAPEUTICS INC., a Delaware corporation, (the Company), and solely with respect to Sections 3.1(c), 3.4(d) and 3.4(e), LUTZ FAMILY LIMITED PARTNERSHIP, a North Carolina limited partnership, CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, CAROLINA PHARMACEUTICALS LTD., a limited liability company organized under the laws of Bermuda, CRAIG A. COLLARD and STEVEN M. LUTZ (the Stockholders), and CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser).
Critical Therapeutics, Inc. – STOCKHOLDERS AGREEMENT by and Among CHIESI FARMACEUTICI SPA, CRAIG A. COLLARD, STEVEN M. LUTZ, CORNERSTONE BIOPHARMA HOLDINGS, LTD., CAROLINA PHARMACEUTICALS, LTD., LUTZ FAMILY LIMITED PARTNERSHIP and CORNERSTONE THERAPEUTICS INC. Dated as of May 6, 2009 (May 12th, 2009)This STOCKHOLDERS AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), CRAIG A. COLLARD, CORNERSTONE BIOPHARMA HOLDINGS, LTD., a limited liability company organized under the laws of Anguilla, CAROLINA PHARMACEUTICALS, LTD., a limited liability company organized under the laws of Bermuda, LUTZ FAMILY LIMITED PARTNERSHIP, North Carolina limited partnership, and STEVEN M. LUTZ (the Stockholders), and CORNERSTONE THERAPEUTICS INC., a Delaware corporation (the Company).
Critical Therapeutics, Inc. – LICENSE AND DISTRIBUTION AGREEMENT Between CHIESI FARMACEUTICI S.p.A. And CORNERSTONE THERAPEUTICS INC. Dated May 6, 2009 (May 12th, 2009)This LICENSE AND DISTRIBUTION AGREEMENT (this Agreement) is made as of this 6th day of May, 2009 (the Effective Date) between Chiesi Farmaceutici S.p.A. a company incorporated under the laws of Italy, with its principal place of business at Via Palermo 26/A, 43100 Parma, Italy (Chiesi) and Cornerstone Therapeutics Inc. a corporation incorporated under the laws of Delaware, with its principal place of business at 1255 Crescent Green Drive, Suite 250, Cary, North Carolina 27518, USA (Cornerstone, and together with Chiesi, the Parties, each a Party).
Critical Therapeutics, Inc. – Voting Agreement (May 12th, 2009)This VOTING AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CORNERSTONE THERAPEUTICS INC., a Delaware corporation (the Company), and CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Company Stock Purchase Agreement referred to below.
Critical Therapeutics, Inc. – Voting Agreement (May 12th, 2009)This VOTING AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), each of the holders of shares of common stock, par value $0.001 per share (the Common Stock), of Cornerstone Therapeutics Inc., a Delaware corporation (the Company), listed on Schedule A hereto (collectively, the Stockholders), and the Company (solely with respect to Section 2(b)). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Company Stock Purchase Agreement referred to below.
Critical Therapeutics, Inc. – STOCK PURCHASE AGREEMENT by and Between CHIESI FARMACEUTICI SPA and CORNERSTONE THERAPEUTICS INC. Dated as of May 6, 2009 (May 12th, 2009)This STOCK PURCHASE AGREEMENT, dated as of May 6, 2009 (this Agreement ), is by and between CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser), and CORNERSTONE THERAPEUTICS INC., a Delaware corporation (the Company).
Critical Therapeutics, Inc. – REGISTRATION RIGHTS AGREEMENT by and Among CORNERSTONE THERAPEUTICS INC. And CHIESI FARMACEUTICI SPA, Dated as of May 6, 2009 (May 12th, 2009)This REGISTRATION RIGHTS AGREEMENT, dated as of May 6, 2009 (this Agreement), is by and among CORNERSTONE THERAPEUTICS INC., a Delaware corporation, (the Company), and CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (Purchaser).