UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

December 19, 2008

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Commission File No. 001-33057

CATALYST PHARMACEUTICAL PARTNERS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware (State Or Other Jurisdiction Of Incorporation Or Organization)		76-0837053 (IRS Employer Identification No.)

355 Alhambra Circle, Suite 1370
Coral Gables, Florida 33134
(Address Of Principal Executive Offices)

(305) 529-2522

__________________

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01		Entry into a Material Definitive Agreement

     On December 19, 2008, the Board of Directors (“Board”) of Catalyst Pharmaceutical Partners, Inc. (the “Company”) approved an amendment to the employment agreement, dated November 8, 2006, between the Company and its Chairman and Chief Executive Officer, Patrick J. McEnany. The amendment makes clarifying changes to the employment agreement so that payments to Mr. McEnany thereunder will not be subject to tax under Section 409A of the Internal Revenue Code of 1986, as amended.

     Additionally, on December 19, 2008 the Board approved a letter agreement between the Company and its Chief Financial Officer, Jack Weinstein. Mr. Weinstein’s employment agreement with the Company expired on November 8, 2008 and Mr. Weinstein continues as the Company’s Chief Financial Officer and as an employee of the Company on an at-will basis. The letter agreement reflects certain agreements between the Company and Mr. Weinstein now that Mr. Weinstein’s employment agreement has expired.

Item 9.01		Financial Statements and Exhibits.

	(d)		Exhibits
	10.1		First Amendment to Employment Agreement, dated December 19, 2008, between the Company and Patrick J. McEnany
	10.2		Letter Agreement, effective as of November 12, 2008, between the Company and Jack Weinstein

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 23, 2008

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 19^th day of December, 2008, by and between CATALYST PHARMACEUTICAL PARTNERS, INC., a Delaware corporation (the “Company"), and PATRICK J. McENANY (the “Employee”).

     Capitalized terms not defined herein shall have the meaning ascribed thereto in the Employment Agreement (as defined below).

     WHEREAS, the Company and the Employee are parties to that certain Employment Agreement effective November 8, 2006 (the “Employment Agreement”); and

     WHEREAS, the parties mutually desire to amend certain terms and conditions of the Employment Agreement.

     NOW, THEREFORE, in consideration of the mutual recitals and covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.

Sections 7.1, 7.2, 7.3 and 7.4 of the Employment Agreement are hereby amended to provide that the accrued and unpaid Base Salary and Annual Bonus through the date of termination shall be paid within 45 days of: a) termination or b) the end of the calendar year to which the Annual Bonus relates, respectively.

2.

Sections 7.5.2.(iv) and 7.6.2.(iv) of the Employment Agreement are hereby amended to: a) remove the Company’s discretion to make payments in a form other than lump sum in the event termination occurs within 2 years following the Change in Control; and b) to provide that should the termination occur more than 2 years following the Change in Control, the payments shall be made in the same form as if the Change in Control did not occur.

3.

Sections 7.5 and 7.6 of the Employment Agreement are hereby amended to provide that the payments described in Section 7.5.2.(iv) and 7.6.2.(iv) shall commence 45 days following the termination, provided the Employee executes (and does not revoke prior to commencement of payments, if applicable) the release described in Section 7.5.3 and 7.6.3 of the Agreement, no later than 30 days following the date of termination. If such payments are to be made in installments, such installments shall be made no less frequently than monthly.

4.

Section 7.5 and 7.6 of the Employment Agreement are hereby further amended to provide that the accrued and unpaid Base Salary and Annual Bonus through the date of termination shall be paid within 45 days of: a) termination or b) the end of the calendar year to which the Annual Bonus relates, respectively, provided the Employee executes (and does not revoke prior to commencement of payments, if applicable) the release described in Section 7.5.3 and 7.6.3 of the Agreement, no later than 30 days following the date of termination.

5.		Section 7.6.4. of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
		“ For purposes of this Agreement, “Good Reason” shall mean, as determined by the Company, the first occurrence, without the Employee’s consent, of either: (i) any material alteration by the Company of Employee’s positions, functions, duties or responsibilities, including any change that (a) alters Employee’s reporting responsibility or (b) causes Employee’s Position with the Company to become of materially less importance than the applicable positions; (ii) a material decrease in Employee’s Base Salary; (iii) failure of the Company to perform any of its material obligations under this Agreement; or (iv) relocation of the principal office of the Company outside fifty (50) miles of the greater Miami, Florida area; provided, however, that Employee shall not be deemed to have terminated employment with the Company for Good Reason unless: (i) Employee terminates employment no later than 90 days following the initial existence of one or more of the above referenced conditions; and (ii) Employee provides to the Company a written notice of the existence of the above-referenced condition(s) within 90 days following the initial existence of such condition(s) and the Company fails to remedy such condition(s) within 30 days following the receipt of such notice.”

6.

Section 7.6.5. of the Employment Agreement is hereby further amended to provide that no Change in Control shall be deemed to occur unless the event(s) that cause(s) such Change in Control also constitute(s) a “change in control event”, as such term is defined in Code Section 409A (as defined below).

7.

The Employment Agreement is hereby amended to add Section 21: Section 409A Compliance which shall read as follows:

          “Section 409A Compliance

          21.1. General. It is the intention of both the Company and the Employee that the benefits and rights to which the Employee could be entitled pursuant to this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and its implementing regulations and guidance (“Code Section 409A”), to the extent that the requirements of Code Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Employee or the Company believes, at any time, that any such benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on the Employee and on the Company).

          21.2. Distributions on Account of Separation from Service. If and to the extent required to comply with Code Section 409A, payment or benefit required to be paid under this Agreement on account of termination of the Employee’s service, or any other similar term, shall be made upon the Employee incurring a “separation from service” within the meaning of Code Section 409A.

other taxable year, provided however, that Reimbursement Plans providing for reimbursement of expenses referred to in Code Section 105(b) shall not fail to meet the requirement of this paragraph 21.7.B. solely because such Reimbursement Plans provide for a limit on the amount of expenses that may be reimbursed under such arrangements over some or all of the period in which Reimbursement Plans remain in effect;

     C. The reimbursement of an eligible expense is made on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred; and

     D. Right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.”

8.

Except as otherwise specifically amended herein, the terms and provisions of the Employment Agreement remain in full force and effect. This Amendment may be executed in counterparts.

[ SIGNATURES ON THE FOLLOWING PAGE ]

     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the Employee and by a duly authorized officer of the Company as of the date first above written.

Exhibit 10.2

Catalyst Pharmaceutical Partners, Inc.
355 Alhambra Circle
Suite 1370
Coral Gables, Florida 33134

Effective on November 12, 2008

Jack Weinstein
Chief Financial Officer
Catalyst Pharmaceutical Partners, Inc.
345 Route 17 South
Upper Saddle River, New Jersey 07458

Dear Jack:

This letter agreement is being entered into in connection with the conclusion of the term of that certain Employment Agreement (the “Agreement”) dated November 8, 2006 between yourself and Catalyst Pharmaceutical Partners, Inc. (the “Company”).

As of November 8, 2008, upon the expiration of the term set forth in the Agreement, the Agreement automatically terminated by its express terms and you became an at-will employee of the Company. Notwithstanding, the Company has agreed that the matters set forth in this letter agreement shall continue to apply to your employment with the Company:

1.

If you are terminated by the Company in the future for any reason other than a reason that constitutes “cause” (as that term is defined below), or if you terminate your employment with the Company at any time in the future for “good reason” (as that term is defined below), you will receive twelve (12) months of your base salary following your termination, which amount shall be paid during the twelve (12) month period following the termination of your employment with the Company in the same manner as if you had remained an employee of the Company. For purposes of this letter agreement, the term: (A) “cause” shall mean, as determined by the Board in good faith: (i) commission by you of any act of fraud or any act of misappropriation or personal dishonesty relating to or involving the Company in any way; (ii) your willful failure, neglect or refusal to perform, or gross negligence in the performance of, your material duties and responsibilities or any express direction of the Company (other than the failure, neglect or refusal to perform an unlawful act), or any violation of any rule, regulation, policy or plan established by the Company from time-to-time regarding the conduct of its employees and/or its business, if such violation is not remedied by you within ten (10) days of receiving notice of such violation from the Company; or (iii) your arrest for, conviction of or plea of nolo contendere to a crime constituting a felony; and (B) the term “good reason” shall mean, as determined by the Company, the first occurrence, without your consent, of either: (i) any material alteration by the Company of your positions, functions, duties or responsibilities, including any change that (a) alters your reporting responsibility or (b)

causes your Position with the Company to become of materially less importance than the applicable positions; or (ii) a material decrease in your base salary that has not been agreed to by you; provided, however, that you shall not be deemed to have terminated your employment with the Company for good reason unless: (i) you terminate your employment no later than 90 days following the initial existence of one or more of the above referenced conditions; and (ii) you provide to the Company a written notice of the existence of the above-referenced condition(s) within 90 days following the initial existence of such condition(s) and the Company fails to remedy such condition(s) within 30 days following the receipt of such notice. Payment of the above-described twelve (12) month severance benefit shall commence 45 days after termination, so long as Employee executes (and does not revoke prior to the commencement of payment), the release required under Section 7.5.3 (in the case of termination without cause) or Section 7.6.3 (in the case of termination for good reason), as applicable, of the Agreement.

2.

You hereby agree that Section 5 (Confidentiality) and Section 6 (Restrictive Covenants) of the Agreement shall continue to apply to you following the termination of the Agreement.

     Please indicate your acceptance of these terms by signing below and returning a copy to me.

Accepted and agreed to effective on the 12^th day of November, 2008