First Amendment Dated November 5, 2007 To The Manufacturing Services Agreement BY And Betwee

Exhibit 10.2


Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
FIRST AMENDMENT TO MANUFACTURING SERVICES AGREEMENT This First Amendment to the Manufacturing Services Agreement (the " First Amendment" ) between Patheon Pharmaceuticals Inc., (" Patheon" ) and Critical Therapeutics, Inc., (" Client" ) shall be effective November 5, 2007 (the " Effective Date:" ). BACKGROUND Patheon and Client entered into a Manufacturing Services Agreement dated May 9, 2007 (the " Agreement" ). The parties desire to amend the Agreement to restate Schedules B and C in their entirety. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants contained herein, Patheon and Client agree as follows: (1) Schedule B is deleted in its entirety and is replaced with a new Schedule B as attached hereto; (2) Schedule C is deleted in its entirety and is replaced with a new Schedule C as attached hereto; and (3) The terms and conditions of the Agreement shall continue in full force and effect except as modified by this First Amendment. IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this First Amendment to the Manufacturing Services Agreement as of the Effective Date. PATHEON PHARMACEUTICALS INC. CRITICAL THERAPEUTICS, INC. By: /s/ Francis P. McCune By: /s/ Trevor Phillips Name: Francis P. McCune Name: Trevor Phillips Title: Secretary Title: COO


SCHEDULE B MINIMUM RUN QUANTITY, MINIMUM ANNUAL VOLUME AND FEES Pricing Tables 48" Coating Pan Zyflo XR Tablets - 20' s Bottles Aug 07 - Feb 09 Volume (bottles) [**] Furnished Batch Size
(tablet cores) [**] [**] [**] [**] [**] [**] [**] Run Quantity
(bottles) [**] [**] [**] [**] [**] [**] [**] Mfg Run Quantity (batches) [**] [**] [**] [**] [**] [**] [**] Pkg Run Quantity (batches) [**] [**] [**] [**] [**] [**] [**] Price per 20' s Bottle [**] [**] [**] [**] [**] [**] [**] Zyflo XR Tablets - 120' s Bottles Aug 07 - Feb 09 Volume (bottles) [**] Furnished Batch Size
(tablet cores) [**] [**] [**] [**] [**] [**] [**] Run Quantity
(bottles) [**] [**] [**] [**] [**] [**] [**] Mfg Run Quantity (batches) [**] [**] [**] [**] [**] [**] [**] Pkg Run Quantity (batches) [**] [**] [**] [**] [**] [**] [**] Price per 120' s Bottle [**] [**] [**] [**] [**] [**] [**] The packaging run quantity combinations of 20' s and 120' s bottles must equal to the manufacturing run quantity proposed for each price option.

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[**] Zyflo XR Tablets - 20' s Bottles Aug 07 - Feb 09 Volume (bottles) [**] Furnished Batch Size
(tablet cores) [**] [**] [**] [**] [**] [**] [**] Run Quantity
(bottles) [**] [**] [**] [**] [**] [**] [**] Mfg Run Quantity (batches) [**] [**] [**] [**] [**] [**] [**] Pkg Run Quantity (batches) [**] [**] [**] [**] [**] [**] [**] Price per 20' s Bottle [**] [**] [**] [**] [**] [**] [**] Zyflo XR Tablets - 120' s Bottles Aug 07 - Feb 09 Volume (bottles) [**] ...