SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Cornerstone Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

21924P103

(CUSIP Number)

David B. Clement

Smith, Anderson, Blount, Dorsett, Mitchell, & Jernigan, L.L.P.

Wells Fargo Center, Suite 2300

Post Office Box 2611

Raleigh, North Carolina 27602-2611

(919) 821-6754

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 3, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS Cornerstone Biopharma Holdings, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨        Joint Filing
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO (See Item 5)
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION:     Anguilla
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     0
		8.	SHARED VOTING POWER:     1,567,225 (See Item 5)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     1,567,225 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     1,567,225 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:     6.0% (1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     HC

(1) Calculated based on 26,020,338 shares of the Issuer’s common stock outstanding as of February 29, 2012 (as reported in the Issuer’s Annual Report on Form 10-K filed on March 6, 2012).

1.	NAMES OF REPORTING PERSONS Carolina Pharmaceuticals Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨        Joint Filing
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO (See Item 5)
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION:     Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     0
		8.	SHARED VOTING POWER:     0 (See Item 5)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     0 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     0 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:     0% (2)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     CO

(2) Calculated based on 26,020,338 shares of the Issuer’s common stock outstanding as of February 29, 2012 (as reported in the Issuer’s Annual Report on Form 10-K filed on March 6, 2012).

1.	NAMES OF REPORTING PERSONS Carolina Pharmaceuticals Holdings, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨        Joint Filing
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO (See Item 5)
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION:     Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     0
		8.	SHARED VOTING POWER:     0 (See Item 5)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     0 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     0 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:     0% (3)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     HC

(3) Calculated based on 26,020,338 shares of the Issuer’s common stock outstanding as of February 29, 2012 (as reported in the Issuer’s Annual Report on Form 10-K filed on March 6, 2012).

1.	NAMES OF REPORTING PERSONS Craig A. Collard
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨        Joint Filing
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO (See Item 5)
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION:     United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     465,385 (See Item 5)
		8.	SHARED VOTING POWER:     1,567,225 (See Item 5)
		9.	SOLE DISPOSITIVE POWER:     465,385 (See Item 5)
		10.	SHARED DISPOSITIVE POWER:     1,567,225 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     2,032,610 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:     7.7% (4)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     IN

(4) Calculated based on Mr. Collard’s 465,385 shares of the Issuer’s common stock underlying options exercisable within 60 days plus 26,020,338 shares of the Issuer’s common stock outstanding as of February 29, 2012 (as reported in the Issuer’s Annual Report on Form 10-K filed on March 6, 2012).

Schedule 13D/A

This Amendment No. 5 (this “Amendment”) is being filed in connection with the closing of a transaction by Carolina Pharmaceuticals Ltd., a Bermuda company (“Carolina”). Pursuant to that certain stock purchase agreement dated March 16, 2012 (the “March 16, 2012 Stock Purchase Agreement”), Carolina sold all of its shares in Cornerstone Therapeutics Inc., a Delaware corporation (the “Issuer”), to Chiesi Farmaceutici SpA (“Chiesi”). This Amendment amends and restates in its entirety the Report on Schedule 13D, originally filed on May 12, 2008, as previously amended by Amendment No. 1, filed on November 7, 2008, Amendment No. 2, filed on May 18, 2009, Amendment No. 3, filed on August 4, 2009 and Amendment No. 4, filed on December 21, 2010 (as amended and restated, the “Schedule 13D/A”).

Item 1. Security and Issuer.

This statement on Schedule 13D/A relates to the common stock, par value $0.001 per share, of the Issuer. The address of the Issuer’s principal executive offices is 1255 Crescent Green Drive, Suite 250, Cary, NC 27518.

Item 2. Identity and Background.

This Schedule 13D/A is being filed jointly pursuant to Rule 13d-1(k)(1) on behalf of Cornerstone Biopharma Holdings, Ltd., an Anguilla company (“CBPHLtd”), Carolina, Carolina Pharmaceuticals Holdings, Ltd., a Bermuda company (“Carolina Holdings”), and Craig A. Collard, a citizen of the United States. The principal business of each of CBPHLtd and Carolina is investing in the stock of the Issuer, and Carolina Holdings is a holding company. Carolina Holdings beneficially owns 100% of Carolina. Mr. Collard is (i) the Chief Executive Officer and Chairman of the Board of the Issuer, (ii) the President, Chief Executive Officer, Director and beneficial owner of 100% of CBPHLtd, and (iii) the President, Chief Executive Officer, and Chairman of the Board of Carolina, and (iv) the President, Chief Executive Officer, Chairman of the Board, and a shareholder of Carolina Holdings. CBPHLtd, Carolina, Carolina Holdings, and Mr. Collard are collectively referred to herein as the “Reporting Persons”.

The business address of CBPHLtd and Mr. Collard is c/o Cornerstone Therapeutics Inc., 1255 Crescent Green Drive, Suite 250, Cary, NC 27518. The business address for each of Carolina and Carolina Holdings is Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

The Reporting Persons have not, during the five years prior to the date of this Schedule 13D/A, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which the Reporting Persons were or are subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Please see Schedule I for information pertaining to the executive officers and directors of CBPHLtd, Carolina and Carolina Holdings.

Item 3. Source and Amount of Funds or Other Consideration.

Chiesi Investment in the Issuer and Initial Purchase from CBPHLtd – May 6, 2009

On May 6, 2009, the Issuer and Chiesi entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the Issuer agreed, subject to the terms and conditions set forth in the Stock Purchase Agreement, to issue and sell 11,902,741 shares of the Issuer’s common stock, par value $0.001 per share (“Common Stock”), to Chiesi (the “Issuer Stock Sale”). The Stock Purchase Agreement provided that, in exchange for the shares to be issued to Chiesi, Chiesi would (i) grant the Issuer an exclusive ten-year license to distribute and market Chiesi’s Curosurf® product in the United States and (ii) pay the Issuer $15,465,075 in cash. The Stock Purchase Agreement also contemplated that the Issuer’s certificate of incorporation and bylaws be amended to incorporate certain corporate governance provisions consistent with the terms of the Governance Agreement described below.

Concurrently with the execution and delivery of the Stock Purchase Agreement, Chiesi and two stockholders of the Issuer, including CBPHLtd, entered into a separate stock purchase agreement (the “Stockholders Stock Purchase Agreement”), pursuant to which the two stockholders agreed, among other things, to sell to Chiesi 1.6 million shares of Common Stock owned by such stockholders, with CBPHLtd selling 1,250,000 at $5.50 per for aggregate proceeds of $6,875,000 (the “Initial Stock Sale”). Following the closing of the Initial Stock Sale and the closing of the Issuer Stock Sale on July 28, 2009, Chiesi owned approximately 51% of the Issuer’s outstanding Common Stock on a Fully Diluted Basis (as defined in the Stock Purchase Agreement).

In connection with and concurrently with the execution and delivery of the Stock Purchase Agreement, the Issuer, Chiesi and, solely with respect to certain sections identified therein, certain stockholders of the Issuer, including CBPHLtd, Carolina and Mr. Collard, entered into a Governance Agreement (the “Governance Agreement”), which set forth certain rights and obligations of the Issuer,

Chiesi and such stockholders concerning, among other things, certain corporate governance matters, the voting of Chiesi’s shares of Common Stock, certain limitations on future acquisitions and dispositions of shares of Common Stock by Chiesi and certain rights of first offer to distribute and market the other party’s products. The Governance Agreement became effective upon the closing of the Issuer Stock Sale.

In connection with and concurrently with the execution and delivery of the Stock Purchase Agreement, the Issuer, Chiesi and certain stockholders of the Issuer, including CBPHLtd, Carolina and Mr. Collard, entered into a Stockholders Agreement, as amended (the “Stockholders Agreement”) pursuant to which the stockholders agreed not to sell or otherwise transfer a number of shares equal to approximately 80% of the shares of Common Stock held by them as of May 6, 2009 (the “Covered Shares”), subject to certain exceptions described in the Stockholders Agreement. In addition, the stockholders agreed they would not, directly or indirectly, acquire or offer to acquire any shares of Common Stock, subject to certain exceptions described in the Stockholders Agreement. The Stockholders Agreement also provided that beginning on the date on which the restrictions on transfers by the stockholders of the Covered Shares lapsed and for a 30 day period thereafter, Chiesi had the option, exercisable in whole but not in part on a single occasion, to acquire all the stockholders’ Covered Shares, at a price per share of $12.00 (subject to adjustment for any stock split, stock dividend, reverse stock split or similar adjustment). Each stockholder also agreed, subject to certain conditions, that at any meeting of the stockholders of the Issuer called to consider a transaction in which Chiesi or its affiliate would acquire all the outstanding capital stock of the Issuer, the stockholder would vote all shares of Common Stock owned by such stockholder at the applicable record date set for such meeting in the same proportions that the shares of Common Stock owned by the other stockholders of the Issuer (other than Chiesi and its affiliates) were voted on such matter. The Stockholders Agreement became effective upon the closing of the Issuer Stock Sale.

In connection with and concurrently with the execution and delivery of the Stock Purchase Agreement, the Issuer and Chiesi entered into a Registration Rights Agreement (the “Chiesi Registration Rights Agreement”), pursuant to which the Issuer agreed to provide registration rights to Chiesi with respect to the shares of Common Stock to be acquired in the Issuer Stock Sale. Under such agreement, following the Blackout Period, Chiesi was entitled to require the Issuer to file with the SEC certain registration statements under the Securities Act of 1933, as amended, (each a “Demand Registration”) with respect to the resale of the shares of Common Stock acquired pursuant to the Initial Stock Purchase Agreement and the Stock Purchase Agreement up to four times, and to include its shares of Common Stock in any registration the Issuer proposed for its own account or for the account of one or more of its stockholders.

In connection with and concurrently with the execution and delivery of the Stock Purchase Agreement, the Issuer and the stockholders of the Issuer who entered into the Stockholders Agreement also entered into a Registration Rights Agreement (the “Stockholders Registration Rights Agreement”) substantially similar to the Chiesi Registration Rights Agreement. Under such agreement, such stockholders were entitled to two Demand Registrations during the Blackout Period and three Demand Registrations thereafter. The stockholders also had the right to include their shares of Common Stock in any registration the Issuer proposed for its own account or for the account of one or more of its stockholders.

In connection with and concurrently with the execution and delivery of the Stock Purchase Agreement, the Issuer and Chiesi entered into a Voting Agreement (the “Chiesi Voting Agreement”), pursuant to which Chiesi agreed to vote all of its shares of Common Stock in favor of the approval and adoption of the proposed amendment to the Issuer’s certificate of incorporation.

In connection with and concurrently with the execution and delivery of the Stock Purchase Agreement, the Issuer also, on May 6, 2009, entered into a voting agreement with Chiesi and certain stockholders of the Issuer named therein, including CBPHLtd, Carolina and Mr. Collard (the “Stockholders Voting Agreement”), solely with respect to Section 2(b) thereof, which provided that the Issuer would not, and was unconditionally instructed not to, permit on its books and records transfers by, issue new certificates to or record any vote of such stockholders, unless such stockholder had complied with the terms of the Stockholders Voting Agreement. Pursuant to the Stockholders Voting Agreement, the stockholders named therein granted to Chiesi irrevocable proxies over the shares of Common Stock owned by them and agreed to vote the shares of Common Stock owned by them in favor of the Issuer Stock Sale and approval and adoption of the proposed amendment to the Issuer’s certificate of incorporation, subject to the terms and conditions of the Stockholders Voting Agreement.

On July 28, 2011, the Governance Agreement terminated pursuant to its terms; however, certain of the other agreements discussed above continue to have ongoing obligations.

Chiesi Additional Purchase of Shares from CBPHLtd – December 16, 2010

Pursuant to the Governance Agreement while it was in effect, Chiesi was permitted to make additional purchases of the Issuer’s common stock to the extent necessary to maintain its beneficial ownership of the Issuer’s common stock at 51% on a Fully Diluted Basis (as defined in the Governance Agreement). As a result of the issuance of additional equity awards under the 2004 Plan (as defined below) following the closing of the Initial Stock Sale, Chiesi’s beneficial ownership on a Fully Diluted Basis had dropped below 51%. Accordingly, Chiesi approached CBPHLtd and another stockholder regarding their willingness to sell additional shares to

Chiesi in a private transaction. The parties agreed that a private sale was in the best interests of the parties, the Issuer and the Issuer’s other stockholders in that it would avoid potential short-term market distortions that could have occurred had Chiesi sought to purchase the shares in the open market.

Accordingly, on December 16, 2010, CBPHLtd and the other stockholder sold an additional 385,000 and 65,000 shares, respectively, of the Issuer’s common stock to Chiesi pursuant to a stock purchase agreement dated December 16, 2010 (the “December 16, 2010 Stock Purchase Agreement”) at a price of $6.02 per share, for aggregate proceeds of $2.7 million. The agreed-upon sales price was determined based on the average closing price of the Issuer’s common stock during the twenty trading days prior to the date of the sale.

Chiesi Agreement to Purchase Shares from Carolina – March 16, 2012

On March 16, 2012, Carolina and Chiesi entered into the March 16, 2012 Stock Purchase Agreement, whereby Carolina agreed to sell, and Chiesi agreed to purchase, all of the shares of Common Stock held by Carolina for $6.25 per share for aggregate proceeds of approximately $9.0 million. Chiesi had approached Carolina regarding its willingness to sell additional shares in a private transaction to allow Chiesi to increase its ownership in the Issuer. The parties agreed that a private sale was in the best interests of the parties, the Issuer and the Issuer’s other stockholders in that it would avoid potential short-term market distortions that could have occurred had Chiesi sought to purchase the shares in the open market. The closing of the transaction contemplated by the March 16, 2012 Stock Purchase Agreement occurred on April 3, 2012 following approval of the transaction by the boards of directors of Chiesi and Carolina on March 30, 2012 and March 31, 2012, respectively.

The descriptions of the Stock Purchase Agreement, the Stockholders Stock Purchase Agreement, the Governance Agreement, the Stockholders Agreement, the Chiesi Registration Rights Agreement, the Stockholders Registration Rights Agreement, the Chiesi Voting Agreement, the Stockholders Voting Agreement, the December 16, 2010 Stock Purchase Agreement and the March 16, 2012 Stock Purchase Agreement do not purport to be complete and are qualified in their entirety by the following, which are incorporated herein by reference: (i) the Stock Purchase Agreement, which is referenced herein as Exhibit 10.01; (ii) the Stockholders Stock Purchase Agreement, which is referenced herein as Exhibit 10.02; (iii) the Governance Agreement, which is referenced herein as Exhibit 10.03; (iv) the Stockholders Agreement, which is referenced herein as Exhibit 10.04, as amended by Exhibit 10.10; (v) the Chiesi Registration Rights Agreement, which is referenced herein as Exhibit 10.05; (vi) the Stockholders Registration Rights Agreement, which is referenced herein as Exhibit 10.06; (vii) the Chiesi Voting Agreement, which is referenced herein as Exhibit 10.07; (viii) the Stockholders Voting Agreement, which is referenced herein as Exhibit 10.08; (ix) the December 16, 2010 Stock Purchase Agreement, which is referenced herein as Exhibit 10.11; and (x) the March 16, 2012 Stock Purchase Agreement, which is attached hereto as Exhibit 10.17.

Item 4. Purpose of Transaction.

The original acquisitions of securities of the Issuer by the Reporting Persons were for investment purposes. Subject to, among other things, the Issuer’s business prospects, prevailing prices, market conditions, and the terms and conditions of the agreements described in Item 3 above, the Reporting Persons may purchase or dispose of additional shares of common stock and/or other securities of the Issuer from time to time in the open market, in privately negotiated transactions, or otherwise.

Except as set forth in this Schedule 13D/A, the Reporting Persons have no plans or proposals which would relate or result in any of the matters set forth below:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of the Issuer’s Board of Directors or to fill any existing vacancies thereon;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) and (b). As of the date of this Schedule 13D/A:

(i) CBPHLtd has shared power to vote or to direct the vote of, and shared power to dispose or to direct the disposition of, 1,567,225 shares of common stock of the Issuer, which represents approximately 6.0% of the Issuer’s outstanding common stock;

(ii) Carolina has shared power to vote or to direct the vote of, and shared power to dispose or to direct the disposition of, 0 shares of common stock of the Issuer, which represents 0% of the Issuer’s outstanding common stock;

(iii) Carolina Holdings beneficially owns 100% of Carolina, and consequently may be deemed to be the beneficial owner of any shares of common stock beneficially owned by Carolina;

(iv) Craig A. Collard may be deemed to have sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, 465,385 shares of common stock of the Issuer underlying options exercisable within 60 days, which represents approximately 1.8% of the Issuer’s outstanding common stock. Mr. Collard acquired these options pursuant the Cornerstone BioPharma Holdings, Inc. 2005 Stock Incentive Plan and the Cornerstone Therapeutics Inc. 2004 Stock Incentive Plan (the “2004 Plan”). Copies of these plans, as well as the forms of option awards made thereunder, are referenced herein as Exhibits 10.12 through 10.16. Mr. Collard owns 100% of CBPHLtd, and consequently may be deemed to be the beneficial owner of any shares deemed beneficially owned by CBPHLtd. Mr. Collard is the Chief Executive Officer, Chairman of the Board, and a Director of Carolina and Carolina Holdings, and consequently may be deemed to be beneficial owner of any shares deemed beneficially owned by Carolina and Carolina Holdings.

As discussed in Item 3 above, the Reporting Persons have entered into various agreements with respect to the Common Stock beneficially owned by them. Such information is incorporated into this Item 5 by reference.

(c). Except as described herein, none of the Reporting Persons has effected any transaction in the Issuer’s common stock during the past 60 days.

(d). Not applicable.

(e). On April 3, 2012, Carolina sold all of the shares of the Issuer’s common stock that it was deemed to beneficially own. Accordingly, Carolina and Carolina Holdings each ceased being a beneficial owner of more than five percent of the Issuer’s outstanding common stock as of April 3, 2012.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

As discussed in Item 3 above, the Reporting Persons have entered into various agreements with respect to the Common Stock beneficially owned by them. Such information is incorporated into this Item 6 by reference. Except as described in this Schedule 13D/A, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description
Exhibit 10.01	Stock Purchase Agreement, dated as of May 6, 2009, by and between Chiesi Farmaceutici SpA and the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).

Exhibit 10.02	Stock Purchase Agreement, dated as of May 6, 2009, by and among Chiesi Farmaceutici SpA, Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership (previously filed with Amendment No. 1 to the Reporting Persons’ Schedule 13D, filed on May 18, 2009 (SEC File No. 005-79887)).
Exhibit 10.03	Governance Agreement, dated as of May 6, 2009, by and among the Issuer, Chiesi Farmaceutici SpA, and solely with respect to the sections identified therein, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.04	Stockholders Agreement, dated as of May 6, 2009, by and among the Issuer, Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.05	Registration Rights Agreement, dated as of May 6, 2009, by and between the Issuer and Chiesi Farmaceutici SpA (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.06	Registration Rights Agreement, dated as of May 6, 2009, by and among the Issuer, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.07	Voting Agreement, dated as of May 6, 2009, by and between the Issuer and Chiesi Farmaceutici SpA (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.08	Voting Agreement, dated as of May 6, 2009, by and among Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd., Lutz Family Limited Partnership, Brian Dickson, M.D., Joshua Franklin, David Price, Alan Roberts and, solely with respect to Section 2(b) thereof, the Issuer (incorporated by reference to Exhibit 10.8 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.09	Joint Filing Agreement, dated as of April 4, 2012, by and among Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd., Carolina Pharmaceuticals Holdings, Ltd., and Craig A. Collard.
Exhibit 10.10	Amendment to Stockholders Agreement, dated as of June 26, 2009, by and among the Issuer, Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on June 29, 2009 (SEC File No. 000-50767).
Exhibit 10.11	Stock Purchase Agreement, dated as of December 16, 2010, by and among Chiesi Farmaceutici SpA, Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership and, solely with respect to Section 4.1 thereof, the Issuer, Carolina Pharmaceuticals Ltd., Craig A. Collard and Steven M. Lutz (previously filed with Amendment No. 4 to the Reporting Persons’ Schedule 13D, filed on December 21, 2010 (SEC File No. 005-79887)).
Exhibit 10.12	Cornerstone BioPharma Holdings, Inc. 2005 Stock Incentive Plan (as Amended and Restated effective October 31, 2008) (incorporated by reference to Exhibit 10.37 to the Issuer’s Current Report on Form 8-K dated October 30, 2008) (SEC File No. 000-50767)).
Exhibit 10.13	Form of Nonstatutory Stock Option Agreement granted under the Cornerstone BioPharma Holdings, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.39 to the Issuer’s Current Report on Form 8-K dated October 30, 2008) (SEC File No. 000-50767)).
Exhibit 10.14	Cornerstone Therapeutics Inc. 2004 Stock Incentive Plan, as Amended and Restated May 20, 2010 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K dated May 20, 2010 (SEC File No. 000-50767)).

Exhibit 10.15	Form of Incentive Stock Option Agreement granted under the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.68 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008) (SEC File No. 000-50767)).
Exhibit 10.16	Form of Nonstatutory Stock Option Agreement granted under the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.70 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008) (SEC File No. 000-50767)).
Exhibit 10.17	Stock Purchase Agreement, dated as of March 16, 2012, by and between Chiesi Farmaceutici SpA and Carolina Pharmaceuticals Ltd.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 4, 2012	CORNERSTONE BIOPHARMA HOLDINGS, LTD.
	/s/ Craig A. Collard
	Name:	Craig A. Collard
	Title:	President and Chief Executive Officer
	CAROLINA PHARMACEUTICALS LTD.
	/s/ Craig A. Collard
	Name:	Craig A. Collard
	Title:	President and Chief Executive Officer
	CAROLINA PHARMACEUTICALS HOLDINGS, LTD.
	/s/ Craig A. Collard
	Name:	Craig A. Collard
	Title:	President and Chief Executive Officer
	/s/ Craig A. Collard
	Craig A. Collard

EXHIBIT INDEX

Exhibit 10.01	Stock Purchase Agreement, dated as of May 6, 2009, by and between Chiesi Farmaceutici SpA and the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.02	Stock Purchase Agreement, dated as of May 6, 2009, by and among Chiesi Farmaceutici SpA, Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership (previously filed with Amendment No. 1 to the Reporting Persons’ Schedule 13D, filed on May 18, 2009 (SEC File No. 005-79887)).
Exhibit 10.03	Governance Agreement, dated as of May 6, 2009, by and among the Issuer, Chiesi Farmaceutici SpA, and solely with respect to the sections identified therein, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.04	Stockholders Agreement, dated as of May 6, 2009, by and among the Issuer, Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.05	Registration Rights Agreement, dated as of May 6, 2009, by and between the Issuer and Chiesi Farmaceutici SpA (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.06	Registration Rights Agreement, dated as of May 6, 2009, by and among the Issuer, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.07	Voting Agreement, dated as of May 6, 2009, by and between the Issuer and Chiesi Farmaceutici SpA (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.08	Voting Agreement, dated as of May 6, 2009, by and among Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd., Lutz Family Limited Partnership, Brian Dickson, M.D., Joshua Franklin, David Price, Alan Roberts and, solely with respect to Section 2(b) thereof, the Issuer (incorporated by reference to Exhibit 10.8 to the Issuer’s Current Report on Form 8-K filed on May 12, 2009 (SEC File No. 000-50767)).
Exhibit 10.09	Joint Filing Agreement, dated as of April 4, 2012, by and among Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd., Carolina Pharmaceuticals Holdings, Ltd., and Craig A. Collard.
Exhibit 10.10	Amendment to Stockholders Agreement, dated as of June 26, 2009, by and among the Issuer, Chiesi Farmaceutici SpA, Craig A. Collard, Steven M. Lutz, Cornerstone Biopharma Holdings, Ltd., Carolina Pharmaceuticals Ltd. and Lutz Family Limited Partnership (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on June 29, 2009 (SEC File No. 000-50767).
Exhibit 10.11	Stock Purchase Agreement, dated as of December 16, 2010, by and among Chiesi Farmaceutici SpA, Cornerstone Biopharma Holdings, Ltd. and Lutz Family Limited Partnership and, solely with respect to Section 4.1 thereof, the Issuer, Carolina Pharmaceuticals Ltd., Craig A. Collard and Steven M. Lutz (previously filed with Amendment No. 4 to the Reporting Persons’ Schedule 13D, filed on December 21, 2010 (SEC File No. 005-79887)).
Exhibit 10.12	Cornerstone BioPharma Holdings, Inc. 2005 Stock Incentive Plan (as Amended and Restated effective October 31, 2008) (incorporated by reference to Exhibit 10.37 to the Issuer’s Current Report on Form 8-K dated October 30, 2008) (SEC File No. 000-50767)).
Exhibit 10.13	Form of Nonstatutory Stock Option Agreement granted under the Cornerstone BioPharma Holdings, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.39 to the Issuer’s Current Report on Form 8-K dated October 30, 2008) (SEC File No. 000-50767)).

Exhibit 10.14	Cornerstone Therapeutics Inc. 2004 Stock Incentive Plan, as Amended and Restated May 20, 2010 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K dated May 20, 2010 (SEC File No. 000-50767)).
Exhibit 10.15	Form of Incentive Stock Option Agreement granted under the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.68 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008) (SEC File No. 000-50767)).
Exhibit 10.16	Form of Nonstatutory Stock Option Agreement granted under the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.70 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008) (SEC File No. 000-50767)).
Exhibit 10.17	Stock Purchase Agreement, dated as of March 16, 2012, by and between Chiesi Farmaceutici SpA and Carolina Pharmaceuticals Ltd.

SCHEDULE I

Executive Officers and Directors of Cornerstone Biopharma Holdings, Ltd.

Name	Position with Cornerstone Biopharma Holdings, Ltd.	Principal Occupation	Business Address	Citizenship
Craig A. Collard	President, Chief Executive Officer and Director	President, Chief Executive Officer and Chairman of Cornerstone Therapeutics Inc.	c/o Cornerstone Therapeutics Inc. 1255 Crescent Green Drive Suite 250 Cary, NC 27518	United States

Executive Officers and Directors of Each of

Carolina Pharmaceuticals Ltd. and Carolina Pharmaceuticals Holdings, Ltd.

Name	Position with each of Carolina Pharmaceuticals Ltd. and Carolina Pharmaceuticals Holdings, Ltd.	Principal Occupation	Business Address	Citizenship
Craig A. Collard	President, Chief Executive Officer and Director	President, Chief Executive Officer and Chairman of Cornerstone Therapeutics Inc.	c/o Cornerstone Therapeutics Inc. 1255 Crescent Green Drive Suite 250 Cary, NC 27518	United States
Steven M. Lutz	Deputy Chairman and Director	President and Chief Executive Officer of Praelia Pharmaceuticals, Inc.	c/o Cornerstone Therapeutics Inc. 1255 Crescent Green Drive Suite 250 Cary, NC 27518	United States
Carol Summers	Secretary	Senior Corporate Administrator Appleby Services (Bermuda) Ltd.	Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda.	British

EX-10.09

Exhibit 10.09

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees and consents that the Schedule 13D/A filed herewith (the “Schedule 13D/A”) by Cornerstone Biopharma Holdings, Ltd. is filed on behalf of each of them pursuant to the authorization of the undersigned to make such filing and that such Schedule 13D/A is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, including Rule 13d-1(k)(1). Each of the undersigned hereby agrees that such Schedule 13D/A is, and any further amendments to the Schedule 13D/A will be, filed on behalf of each of the undersigned. Each of the persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. This agreement is effective as of April 4, 2012.

Dated: April 4, 2012	CORNERSTONE BIOPHARMA HOLDINGS, LTD.
	/s/ Craig A. Collard
	Name:	Craig A. Collard
	Title:	President and Chief Executive Officer
	CAROLINA PHARMACEUTICALS LTD.
	/s/ Craig A. Collard
	Name:	Craig A. Collard
	Title:	President and Chief Executive Officer
	CAROLINA PHARMACEUTICALS HOLDINGS, LTD.
	/s/ Craig A. Collard
	Name:	Craig A. Collard
	Title:	President and Chief Executive Officer
	/s/ Craig A. Collard
	Craig A. Collard

EX-10.17

Exhibit 10.17

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and between

CHIESI FARMACEUTICI SPA

and

CAROLINA PHARMACEUTICALS, LTD.

Dated as of March 16, 2012

TABLE OF CONTENTS

			Page
ARTICLE I PURCHASE AND SALE OF SHARES				1
	Section 1.1.	Purchase and Sale		1
	Section 1.2.	Consideration		1
	Section 1.3.	Closing		1
	Section 1.4.	Closing Deliveries by the Seller		1
	Section 1.5.	Closing Deliveries by Purchaser		1
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERS				2
	Section 2.1.	Ownership of Shares		2
	Section 2.2.	Authority		2
	Section 2.3.	Consents and Approvals; No Violations		2
	Section 2.4.	Disclosure of Information and Investment Experience		3
	Section 2.5.	No Additional Representations		3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER				3
	Section 3.1.	Organization		3
	Section 3.2.	Authority		4
	Section 3.3.	Consents and Approvals; No Violations		4
	Section 3.4.	Financing		4
	Section 3.5.	Brokers and Other Advisors		4
	Section 3.6.	Investment Intent		4
	Section 3.7.	Disclosure of Information and Investment Experience		5
	Section 3.8.	No Additional Representations		5
ARTICLE IV MISCELLANEOUS				5
	Section 4.1.	Transfer Taxes		5
	Section 4.2.	Fees and Expenses		5
	Section 4.3.	Notices		6
	Section 4.4.	Entire Agreement		7
	Section 4.5.	Waivers		7
	Section 4.6.	No Third-Party Beneficiaries		7
	Section 4.7.	Assignment; Binding Effect		7
	Section 4.8.	GOVERNING LAW		7
	Section 4.9.	CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL		7
	Section 4.10.	Remedies		8
	Section 4.11.	Invalid Provisions		8
	Section 4.12.	Counterparts		8
	Section 4.13.	Interpretation		9

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of March 16, 2012 (this “Agreement”), is entered into by and between CHIESI FARMACEUTICI SPA, a corporation organized under the laws of Italy (“Purchaser”), and CAROLINA PHARMACEUTICALS, LTD., a limited liability company organized under the laws of Bermuda (the “Seller”).

RECITALS

WHEREAS, the Seller is the record and beneficial owner of 1,443,913 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Cornerstone Therapeutics, Inc., a Delaware corporation (the “Company”); and

WHEREAS, the Seller desires to sell the Shares to the Purchaser, and the Purchaser desires to purchase the Shares from the Seller;

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

Section 1.1. Purchase and Sale. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller will sell, assign, transfer and deliver the Shares to the Purchaser, and the Purchaser will purchase and accept the Shares from the Seller.

Section 1.2. Consideration. The consideration (the “Consideration”) to be paid to the Seller for the Shares at the Closing shall be U.S. $6.25 per share in cash.

Section 1.3. Closing. The consummation of the transactions contemplated hereby shall take place at a closing (the “Closing”) to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, or by electronic transmission, on terms agreed upon by the Purchaser and the Seller, immediately after approval by the respective boards of directors of each of the Purchaser and the Seller, and the closing of the transactions contemplated hereby is expressly conditioned upon receipt of such board approvals. The date of the Closing is referred to herein as the “Closing Date”. The Closing shall be deemed to occur as of 12:01 a.m. Eastern Standard Time on the Closing Date.

Section 1.4. Post Closing Deliveries by the Seller. As soon as reasonably practicable after the Closing, but no later than five (5) business days, the Seller shall deliver or cause to be delivered to Purchaser a certificate or certificates representing the Shares, in each case endorsed in blank or with an executed blank stock power attached and with all transfer tax stamps attached or provided for sufficient to vest good and valid title to the Shares in Purchaser.

Section 1.5. Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver the Consideration to the Seller by wire transfer of immediately available funds in United States dollars to such account or accounts as the Seller may direct by written notice to Purchaser.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Seller represents and warrants to Purchaser as follows:

Section 2.1. Ownership of Shares. The Seller is the lawful record and beneficial owner of the Shares free and clear of all liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements, or other adverse claims or restrictions on title or transfer of any nature whatsoever (collectively, “Encumbrances”), other than restrictions on transfer imposed under applicable securities laws. Upon the conveyance by the Seller of the Shares and receipt of payment in the manner contemplated by Article I, the Seller will transfer, assign, convey and deliver beneficial and legal title to Purchaser free and clear of all Encumbrances, other than Encumbrances imposed under applicable securities laws or resulting from acts or omissions of Purchaser.

Section 2.2. Authority. The Seller is a company incorporated under Bermuda law with the requisite company power and authority to execute and deliver this Agreement and to perform the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary organization action on the part of Seller, other than approval by the sole stockholder and the board of directors of the Seller, which stockholder approval and board approval will each be obtained by the Closing Date, and no other organizational proceedings on the part of Seller are necessary to authorize this Agreement or to consummate such transactions. This Agreement has been duly and validly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by each other party hereto, constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms.

Section 2.3. Consents and Approvals; No Violations.

(a) The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any U.S. or non-U.S. government, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, judicial or arbitral body or other similar authority (a “Governmental Authority”) other than (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

(b) The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not and will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Encumbrance upon any of the properties or assets of the Seller under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, concession, franchise, purchase order, sales order, contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract”), to which the Seller is a party or by which any of its properties or assets may be bound or (ii) violate any law applicable to the Seller or any of its properties or assets, except, in each case, for violations, breaches or defaults that would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

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Section 2.4. Disclosure of Information and Investment Experience.

(a) The Seller understands that the transactions contemplated by this Agreement involve substantial risk. The Seller (i) is a sophisticated investor with respect to the transactions contemplated by this Agreement, (ii) has adequate information concerning the business and financial affairs of the Company to make an informed decision regarding the sale of the Shares pursuant to the terms and conditions of this Agreement, (iii) has independently and without reliance upon the Purchaser, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to sell the Shares to the Purchaser and (iv) has a preexisting business relationship with the Company of a nature and duration that enables the Seller to assess the merits and risks of the transactions contemplated by this Agreement.

(b) The Purchaser has not given the Seller any investment advice, credit information or opinion on whether the sale of the Shares is prudent.

(c) Notwithstanding anything to the contrary contained herein, the Seller acknowledges that (i) the Purchaser currently may or may not have, and later may or may not come into possession of, information about the Shares or the Company that is not known to the Seller and that may or may not be material to a decision to sell the Shares; (ii) it has determined to sell the Shares to the Purchaser notwithstanding its lack of such knowledge and (iii) the Purchaser shall not have any liability to the Seller with respect to material information that the Purchaser possesses and/or the Seller’s lack of such information. The Seller hereby waives and releases any claims relating to the transactions contemplated by this Agreement that it might have against the Purchaser, its subsidiaries or other affiliates, and all of its and their respective officers, directors, employees, shareholders and agents, whether under applicable securities laws or otherwise.

Section 2.5. No Additional Representations. Except as otherwise expressly set forth in this Article II, the Seller does not make any representation or warranty of any kind, express or implied, in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Article II, no representation or warranty is made by the Seller as to any information provided in any management presentation, through any virtual or physical data room or otherwise, including in respect of any financial projections, estimates, forecasts or other data.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Seller as follows:

Section 3.1. Organization. Purchaser is a corporation duly organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to own, license, use, lease and operate its assets and properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

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Section 3.2. Authority. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and to perform and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary organization action on the part of Purchaser, other than approval by the board of directors of the Purchaser, which board approval will be obtained by the Closing Date, and no other organizational proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate such transactions. No vote of the stockholders of Purchaser is required to approve this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by each other party hereto, constitutes a valid and binding obligation of Purchaser enforceable against it in accordance with its terms.

Section 3.3. Consents and Approvals; No Violations.

(a) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority other than (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

(b) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby do not and will not (i) conflict with or result in any breach of any provision of the organizational documents of Purchaser, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits under, or result in the creation of any Encumbrance upon any of the properties or assets of Purchaser or any of its subsidiaries under, any of the terms, conditions or provisions of contract to which Purchaser is a party or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to Purchaser, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 3.4. Financing. Purchaser has funds sufficient to pay the Consideration at the Closing.

Section 3.5. Brokers and Other Advisors. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement as a result of any action taken by or on behalf of Purchaser.

Section 3.6. Investment Intent. Purchaser is acquiring the Shares for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws.

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Section 3.7. Disclosure of Information and Investment Experience.

(a) The Purchaser understands that the transactions contemplated by this Agreement involve substantial risk. The Purchaser (i) is a sophisticated investor with respect to the transactions contemplated by this Agreement, (ii) has adequate information concerning the business and financial affairs of the Company to make an informed decision regarding the purchase of the Shares pursuant to the terms and conditions of this Agreement, (iii) has independently and without reliance upon the Seller, and based on such information as the Purchaser has deemed appropriate, made its own analysis and decision to purchase the Shares from the Seller and (iv) has a preexisting business relationship with the Company of a nature and duration that enables the Purchaser to assess the merits and risks of the transactions contemplated by this Agreement.

(b) The Seller has not given the Purchaser any investment advice, credit information or opinion on whether the purchase of the Shares is prudent.

(c) Notwithstanding anything to the contrary contained herein, the Purchaser acknowledges that (i) the Seller currently may or may not have, and later may or may not come into possession of, information about the Shares or the Company that is not known to the Purchaser and that may or may not be material to a decision to purchase the Shares; (ii) it has determined to purchase the Shares from the Seller notwithstanding its lack of such knowledge and (iii) the Seller shall not have any liability to the Purchaser with respect to material information that the Seller possesses and/or the Purchaser’s lack of such information. The Purchaser hereby waives and releases any claims relating to the transactions contemplated by this Agreement that it might have against the Seller or any of its subsidiaries or other affiliates, and all of its and their respective officers, directors, employees, shareholders and agents, whether under applicable securities laws or otherwise.

Section 3.8. No Additional Representations. Except as otherwise expressly set forth in this Article III, Purchaser does not make any representation or warranty of any kind, express or implied, in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Article III, no representation or warranty is made by Purchaser as to any information provided in any management presentation, through any virtual or physical data room or otherwise, including in respect of any financial projections, estimates, forecasts or other data.

ARTICLE IV

MISCELLANEOUS

Section 4.1. Transfer Taxes. The responsibility for, and the payment obligation in connection therewith, all transfer, registration, stamp, documentary, sales, use and similar taxes (excluding all applicable gains taxes), and any penalties, interest and additions to such taxes incurred, levied or payable in connection with the transactions contemplated by this Agreement shall be borne and paid by Purchaser, and Purchaser will at it own expense file or otherwise submit all necessary returns and other documentation with respect to all such taxes and fees.

Section 4.2. Fees and Expenses. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement. For purposes of this Section, “expenses” means the out-of-pocket fees and expenses of any advisors, counsel and accountants, incurred by the party or on its behalf in connection with this Agreement and the transactions contemplated hereby.

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Section 4.3. Notices.

(a) All notices and other communications under this Agreement must be in writing and delivered to the applicable party or parties in person or by delivery to the address or facsimile number specified below (or to such other address or facsimile number as the recipient previously shall have specified by notice to the other parties hereunder):

If to Seller: Carolina Pharmaceuticals, Ltd. c/o Cornerstone Therapeutics Inc. 1255 Crescent Green Drive, Suite 250 Cary, NC 27518
Attention:	Craig A. Collard
	President, Chief Executive Officer and Director
Facsimile:	(888) 443-3092
With a copy (which shall not constitute notice) to: Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 150 Fayetteville Street, Suite 2300 Raleigh, NC 27601
Attention:	David B. Clement
Facsimile:	(919) 821-6800
If to Purchaser: Chiesi Farmaceutici SpA Via Palermo 26/A 43122 Parma, Italy
Attention:	President and CEO
	Corporate Development Director and Legal and Corporate Affairs Director
Facsimile: +39-0521-774468 With copies (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004
Attention:	Stephen Paul Mahinka
Facsimile:	(202) 739-3001
and Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178
Attention:	Emilio Ragosa and Steven A. Navarro
Facsimile:	(212) 309-6001

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(b) All notices and other communications sent to the applicable address or facsimile number specified above shall be deemed to have been delivered at the earlier of (i) the time of actual receipt by the addressee; (ii) if the notice is sent by facsimile transmission, the time indicated on the transmitting party’s receipt of confirmation of transmission that time is during the addressee’s regular business hours on a business day, and otherwise at 9:00 a.m. on the next business day after such time; and (iii) if the notice is sent by a nationally recognized, reputable overnight courier service, the time shown on the confirmation of delivery provided by that service if that time is during the recipient’s regular business hours on a business day, and otherwise at 9:00 a.m. on the next business day after such time.

Section 4.4. Entire Agreement. This Agreement and the exhibits, annexes and schedules hereto, constitute the sole and entire agreement among the parties to this Agreement with respect to the subject matter of this Agreement, and supersede all prior and contemporaneous representations, agreements and understandings, written or oral, with respect to the subject matter hereof.

Section 4.5. Waivers. Subject to applicable law and except as otherwise provided in this Agreement, any party to this Agreement may, at any time prior to the Closing, extend the time for performance of any obligation under this Agreement of any other party or waive compliance with any term or condition of this Agreement by any other party. No such extension or waiver shall be effective unless set forth in a written instrument duly executed by the party granting such extension or waiver. No delay in asserting or exercising a right under this Agreement shall be deemed a waiver of that right.

Section 4.6. No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

Section 4.7. Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation under this Agreement may be assigned by any party to this Agreement, by operation of law or otherwise, without the prior written consent of the other parties to this Agreement and any attempt to do so will be void. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties to this Agreement and their respective successors and assigns.

Section 4.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD FOR ANY OF THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Section 4.9. CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.9 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE

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JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement by complying with the provisions of Section 4.4. Such service of process shall have the same effect as if the party being served were a resident in the State of Delaware and had been lawfully served with such process in such jurisdiction. The parties hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.9.

Section 4.10. Remedies. The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to injunctive relief to prevent breaches of this Agreement and to specific performance of the terms hereof, in addition to any other remedy at law or equity to which the parties may be entitled. Except as otherwise provided herein, all remedies available under this Agreement, at law or otherwise, shall be deemed cumulative and not alternative or exclusive of other remedies. The exercise by any party of a particular remedy shall not preclude the exercise of any other remedy.

Section 4.11. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and the parties hereto shall cooperate in good faith to formulate and implement such provision.

Section 4.12. Counterparts. This Agreement may be executed in any number of counterparts, all of which will constitute one and the same instrument, and will become effective when a counterpart shall have been executed and delivered by each party to the other parties (except that parties that are affiliates need not deliver counterparts to each other in order for this Agreement to be effective). The exchange of copies of this Agreement or amendments thereto and of signature pages by facsimile transmission or by email transmission in portable document format, or similar format, shall constitute effective execution and delivery of such instrument(s) as to the parties and may be used in lieu of the original Agreement or amendment for all purposes. Signatures of the parties transmitted by facsimile or by email transmission in portable document format, or similar format, shall be deemed to be original signatures for all purposes.

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Section 4.13. Interpretation.

(a) When a reference is made in this Agreement to an Article or a Section hereof, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated.

(b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) The parties have participated jointly in negotiating and drafting this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(d) The words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.”

(e) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(f) All terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.

(g) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

(h) If any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a business day, such action shall be taken on the next business day following such day.

(i) References to a person are also to its permitted successors and assigns.

(j) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

(k) The term “person” means any natural person, corporation, general partnership, limited partnership, limited or unlimited liability company, proprietorship, joint venture, other business organization, trust, union, association or Governmental Authority.

(l) Except as otherwise may be provided herein, the term “business day” means any day other than a Saturday, Sunday or day when commercial banks in New York City are permitted or required by law to be closed for the conduct of regular banking business.

(m) The term “affiliate” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CHIESI FARMACEUTICI SPA
By:	/s/ Alberto Chiesi
	Name:	Alberto Chiesi
	Title:	President
CAROLINA PHARMACEUTICALS, LTD.
By:	/s/ Craig A. Collard
Name:	Craig A. Collard
Title:	Director