May 7, 2009 (FinancialWire) — Cornerstone Therapeutics Inc. (NASDAQ: CRTX) (Current Market Cap: US$78.37 Mil.) has agreed to a deal with Italian pharmaceutical firm Chiesi Farmaceutici SpA under which Cornerstone will issue 11.9 million shares of common stock and receive the U.S. rights to Chiesi’s Curosurf, an FDA-approved treatment for respiratory distress syndrome in premature infants, and $15.5 million in cash.

The company values the deal at $70 million, based on the 10-day average closing share price of Cornerstone’s stock.

Under the terms, Cornerstone will get an exclusive 10-year license with renewable rights for the U.S. commercial rights to Chiesi’s Curosurf. The company will also be granted first right of offer on all new products and technology Chiesi intends to market in the U.S.

As part of the transaction, Craig Collard, Cornerstone’s president and CEO, and Steven Lutz, Cornerstone’s EVP of manufacturing and trade, have agreed to sell an aggregate of 1.6 million shares to Chiesi at $5.50 per share.

The combined number of common shares held by Chiesi, after giving effect to the purchase of the 1.6 million common shares and the issuance of around 11.9 million common shares, will be around 13.5 million shares, or around 51 percent of Cornerstone’s fully diluted common shares outstanding.

Curosurf, which is a natural lung surfactant, is currently available in more than 50 countries, including the U.S. and most of Europe, and has been administered to around 1 million infants since 1992. In the U.S., Curosurf is indicated for the treatment of RDS in premature infants. According to Cornerstone, the drug currently maintains 44 percent market share in the U.S., more than 80 percent market share in Europe and 59 percent market share worldwide.

Cary, North Carolina-based Cornerstone Therapeutics is a specialty pharmaceutical company focused on acquiring, developing and commercializing products primarily for the respiratory and related markets.

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