Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cornerstone Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
with a copy to:
Chiesi Farmaceutici SpA
Via Palermo 26/A
43122 Parma, Italy
Attention: Marco Vecchia
Facsimile: +39 0521 774468
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, New Jersey 08540-6241
Attention: Emilio Ragosa
Facsimile: (609) 919-6701
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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 persons 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).
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1 |
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NAMES OF REPORTING PERSONS
Chiesi Farmaceutici SpA EIN: |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Italy
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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14,222,425 (1) |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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13,333 (2) |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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14,222,425 (1) |
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WITH |
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SHARED DISPOSITIVE POWER |
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13,333 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,235,758 (1) (2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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55.51%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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Co |
(1) Includes (i) 11,902,741 newly issued shares of common stock, par
value $0.001 per share (Common Stock) of Cornerstone Therapeutics Inc. (the Company) acquired by Chiesi Farmaceutici SpA
(Chiesi); (ii) 1,600,000 shares of outstanding Common Stock acquired by Chiesi from two stockholders that are entities
controlled by Craig A. Collard, the President and Chief Executive Officer of the Company, and Steven M. Lutz, the Executive Vice
President, Manufacturing and Trade of the Company; (iii) 269,684 shares of Common Stock that the Company was required to issue
under the Stock Purchase Agreement which was requested by Chiesi within 90 days of the closing of the Company Stock Sale; and
(iv) 450,000 shares of outstanding Common Stock acquired by Chiesi at a purchase price of $6.02 per share (determined based on
the average closing price of the Common Stock during the twenty trading days prior to the date of such purchase) from entities
controlled by Mr. Collard and Mr. Lutz on December 16, 2010, pursuant to a stock purchase agreement dated December 16, 2010
(the December 2010 Stock Purchase Agreement). Pursuant to that certain Governance Agreement entered into by and among Chiesi,
the Company and certain stockholders, dated May 6, 2009, Chiesi is permitted to purchase from the Company and other stockholders or
in the market additional shares such that Chiesi will be able to maintain its beneficial ownership of 51% of the Companys outstanding
Common Stock on a fully diluted basis. This Amendment No. 3 is being filed to include the additional 450,000 shares Chiesi purchased from
entities controlled by Mr. Collard and Mr. Lutz on December 16, 2010, pursuant to the December 2010 Stock Purchase Agreement.
(2) Includes options to purchase 13,333 shares of Common Stock that are
exercisable within 60 days of the date of this filing held by certain directors of the Company, who are designees of Chiesi,
and also serve as officers or directors of Chiesi.
(3) Calculated based on 25,643,964 shares of Common Stock outstanding as of
October 29, 2010 (as reported in the Companys 10-Q filed November 4, 2010).
Item 1. Security and Issuer
This Amendment No. 3 amends and supplements the Schedule 13D originally dated May 6, 2009 (the
Initial Statement), as amended on July 28, 2009 (the Amendment No. 1) and November 25, 2009
(the Amendment No. 2) and relates to the common stock, par value $0.001 per share (Common
Stock), of Cornerstone Therapeutics Inc., a corporation organized under the laws of the State of
Delaware (the Company). The principal executive office of the Company is located at 1255 Crescent
Green Drive, Suite 250, Cary, North Carolina 27518. Information given in response to each item
below shall be deemed incorporated by reference in all other items below. Capitalized terms not
defined in this Schedule 13D have the meanings ascribed to them in the Initial Statement, Amendment
No. 1 and Amendment No. 2.
This Amendment No. 3 is being filed to amend Items 2(b), 2(c), 3, 4(a) (b), 4(j), 5(a) (c)
and 7, and to amend and restate in its entirety Item 6.
Item 2. Identity and Background
(b) The principal business address and principal office address of Chiesi is Via Palermo 26/A,
43122 Parma, Italy.
(c) Attached is an amended Schedule A setting forth name, principal occupation, business address
and citizenship of each executive officer and/or director of Chiesi. Schedule A is incorporated
into and made a part of this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
December 2010 Stock Purchase Agreement
Pursuant to that certain Governance Agreement entered into by and among Chiesi, the Company and
certain stockholders, dated May 6, 2009, Chiesi is permitted to purchase from the Company and other
stockholders or in the market additional shares such that Chiesi will be able to maintain its
beneficial ownership of 51% of the Companys outstanding Common Stock on a fully diluted basis.
Accordingly, on December 16, 2010, Chiesi acquired 450,000 shares of outstanding Common Stock at a
purchase price of $6.02 per share (determined based on the average closing price of the Common
Stock during the twenty trading days prior to the date of such purchase), for an aggregate purchase
price of $2,709,000, from entities controlled by Mr. Collard and Mr. Lutz, pursuant to a stock
purchase agreement (the December 2010 Stock Purchase Agreement). The foregoing summary of the
transaction contemplated by the December 2010 Stock Purchase Agreement is qualified in its entirety
by reference to the copy of the December 2010 Stock Purchase Agreement included in Exhibit 1 to
this Schedule 13D and incorporated herein by reference.
Item 4. Purpose of Transaction
(a) (b)
December 2010 Stock Purchase Agreement
See the description of the December 2010 Stock Purchase Agreement in Item 3 above.
(j) Other than as described above, neither Chiesi, nor to Chiesis knowledge, any of the
individuals or entities named in Schedule A to this Schedule 13D, currently has any plan or
proposal which relates to, or
may result in, any of the matters listed in Items 4(a) (i) of Schedule 13D (although they
reserve the right to develop such plans). As described in the Schedule 13D filed on May 18, 2009,
as amended, during the Blackout Period, Chiesi may, from time to time, purchase additional shares
to maintain its 51% ownership interest on a fully diluted basis. After the Blackout Period, Chiesi
intends to review the performance of its investment in the Company from time to time. Depending on
various factors, including the business, prospects and financial position of the Company, the
current and anticipated future price levels of the Common Stock, the conditions in the securities
markets and general economic and industry conditions, as well as the other investment opportunities
available to them, Chiesi will take such actions with respect to their investment in the Company as
it deems appropriate in light of the circumstances existing from time to time. After the Blackout
Period, Chiesi may purchase additional Common Stock of the Company or may, and hereby reserves the
right to, dispose of some or all of their holdings in the open market, in public offerings, in
privately negotiated transactions or in other transactions, including derivative transactions.
Item 5. Interest in Securities of the Issuer
(a) (b)
In addition to the information provided in the Schedule 13D filed on May 18, 2009, as amended, (i)
on December 16, 2010, Chiesi acquired 450,000 shares of outstanding Common Stock at a purchase
price of $6.02 per share (determined based on the average closing price of the Common Stock during
the twenty trading days prior to the date of such purchase), for an aggregate purchase price of
$2,709,000, from entities controlled by Mr. Collard and Mr. Lutz, pursuant to the December 2010
Stock Purchase Agreement, and (ii) certain directors of the Company, who are designees of Chiesi,
and also serve as officers or directors of Chiesi, hold options to purchase 13,333 shares of Common
Stock that are exercisable within 60 days of the date of this filing. As a result, as of December
16, 2010, Chiesi beneficially owns 55.51% of the Common Stock. All calculations made in this
paragraph were made in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as
amended, and were calculated based on 25,643,964 shares of Common Stock outstanding as of October
29, 2010 (as reported in the Companys 10-Q filed November 4, 2010).
To the knowledge of Chiesi and other than as set forth above, no other shares of Common Stock are
beneficially owned by any of the individuals or entities named in Schedule A to this Schedule 13D.
(c) Neither Chiesi, nor, to the knowledge of Chiesi, any of the individuals or entities named in
Schedule A to this Schedule 13D, has effected any transaction in Common Stock during the past 60
days, except as disclosed herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
Issuer
Other than the agreements previously filed pursuant to this Schedule 13D and the December 2010
Stock Purchase Agreement, to the best knowledge of Chiesi, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among Chiesi and the persons or entities
identified in Item 2 and between such person or entity and any person or entity with respect to any
securities of the Company, including but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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Exhibit No. |
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Description of Document |
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Exhibit 1
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Stock Purchase Agreement, dated as of December 16, 2010, by
and among Chiesi Farmaceutici SpA and certain entities
controlled by Mr. Craig A. Collard and Mr. Steven M. Lutz. |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: December 16, 2010
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Chiesi Farmaceutici SpA
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By: |
/s/ Alberto Chiesi
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Name: |
Alberto Chiesi |
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Title: |
President & CEO |
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SCHEDULE A
Chiesi Farmaceutici SpA
Directors
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Name |
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Position |
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Principal Occupation |
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Business Address |
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Citizenship |
Alberto Chiesi
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President & CEO
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President & CEO
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Paolo Chiesi
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Vice-President &
Director of R&D
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Vice-President &
Managing Director
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Alessandro Chiesi
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Director
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Head of
International
Division
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Andrea Chiesi
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Director
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Project and
Portfolio
Management Director
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Maria Paola Chiesi
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Director
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Head of Strategic
Planning
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Giacomo Chiesi
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Director
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Consultant
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Carlo Sante Antonio
Salvatori
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Director
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Managing Director,
Unipol Gruppo
Finanziario SpA
(Listed in Italy)
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
Executive Officers (1)
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Name |
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Position |
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Business Address |
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Citizenship |
Alberto Chiesi
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President & CEO
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Paolo Chiesi
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Vice-President and
Director of R&D
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Marco Vecchia
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Head of Legal & Corporate
Affairs
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Name |
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Position |
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Business Address |
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Citizenship |
Ugo Bettini
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Head of Corporate, Human
Resources and
Organization
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Danilo Piroli
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Head of Corporate Finance
& Control
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Anton Giorgio Failla
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Head of Corporate
Development
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Maria Paola Chiesi
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Head of Strategic Planning
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Vanda De Cian
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Vice-President Corporate
Drug Development
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Alessandro Chiesi
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Head of International
Division
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Andrea Chiesi
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Project and Portfolio
Management Director
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Giovanni La Grasta
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Head of Corporate
Industrial & Supply
Operations
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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Cosimo Pulli
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General Manager Market
Company Italy
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Via Palermo 26/A
43122 Parma
Italy
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Italian |
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The listing of these individuals for purposes of this Schedule 13D
shall not be deemed an admission that such individuals are officers
under Italian law. |