Attached files
| file | filename |
|---|---|
| 10-K - SEELOS THERAPEUTICS, INC. | v178249_10k.htm |
| EX-21 - SEELOS THERAPEUTICS, INC. | v178249_ex21.htm |
| EX-3.7 - SEELOS THERAPEUTICS, INC. | v178249_ex3-7.htm |
| EX-3.6 - SEELOS THERAPEUTICS, INC. | v178249_ex3-6.htm |
| EX-32.2 - SEELOS THERAPEUTICS, INC. | v178249_ex32-2.htm |
| EX-23.1 - SEELOS THERAPEUTICS, INC. | v178249_ex23-1.htm |
| EX-32.1 - SEELOS THERAPEUTICS, INC. | v178249_ex32-1.htm |
| EX-31.1 - SEELOS THERAPEUTICS, INC. | v178249_ex31-1.htm |
| EX-31.2 - SEELOS THERAPEUTICS, INC. | v178249_ex31-2.htm |
| EX-10.43 - SEELOS THERAPEUTICS, INC. | v178249_ex10-43.htm |
| EX-10.44 - SEELOS THERAPEUTICS, INC. | v178249_ex10-44.htm |
| EX-10.46 - SEELOS THERAPEUTICS, INC. | v178249_ex10-46.htm |
| EX-10.42 - SEELOS THERAPEUTICS, INC. | v178249_ex10-42.htm |
| EX-10.47 - SEELOS THERAPEUTICS, INC. | v178249_ex10-47.htm |
| EX-10.45 - SEELOS THERAPEUTICS, INC. | v178249_ex10-45.htm |
EXHIBIT
10.48
THIS NOTE
AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, SUBJECT TO THE TERMS SET FORTH IN THIS NOTE, IN THE
OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER
OF THIS NOTE AND SUCH SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.
NEXMED,
INC.
UNSECURED
PROMISSORY NOTE
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US
$_________
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Date:
February __, 2010
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FOR VALUE
RECEIVED, the undersigned, NexMed, Inc., a Nevada corporation (“NexMed”), promises to pay as
provided herein to _________ (the “Holder”), in lawful money of
the United States of America the principal sum of _________________ dollars
($_____________), together with interest on such principal sum accruing from and
including the date hereof at the rate of ten percent (10%) per annum (which will
be computed on the basis of a 365-day year and paid for the actual number of
days elapsed). This Promissory Note (this “Note”) is issued pursuant to
that certain Subscription Agreement, dated _______________ by and between
NexMed and Holder (the “Subscription
Agreement”). Capitalized terms used but not otherwise defined
herein will have the meanings ascribed thereto in the Subscription
Agreement.
1. Maturity. Unless
the obligation to pay the principal hereunder is previously satisfied as set
forth in Section 2 hereof, the principal amount of this Note, plus interest
accrued thereon, will be due and payable in full, in the manner set forth in
Section 2 herein, on _______________1,
(the “Maturity
Date”). This Note may be prepaid in whole or in part at any
time without penalty hereunder.
2. Payment.
(a) On
the Maturity Date, the principal amount of this Note, plus interest accrued
thereon as provided in this Note up to but not including the Maturity Date, will
be paid by NexMed either directly to Holder or through deposit of immediately
available funds in the amount of such principal and accrued interest with an
escrow agent mutually acceptable to NexMed and Holder (the “Payment Agent”) for prompt
payment by such Payment Agent to the Holder. Upon such payment or
deposit to the Payment Agent, as applicable, all obligations under this Note
will have been performed and discharged in full.
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This date shall be six months from the Closing
Date.
(b) Notwithstanding
anything to the contrary herein, NexMed may, in its sole discretion and in lieu
of making a cash payment as contemplated in Section 2(a), issue to the Holder
shares of NexMed common stock, par value $0.001 per share (the “Note Satisfaction Shares”), valued at a price of
$_____ per share and subject to adjustment as set forth below (the “Conversion
Price”). In the event NexMed elects to issue Note Satisfaction
Shares in full or partial satisfaction of the amounts owed under this Note,
NexMed will either deliver the Note Satisfaction Shares to the Holder or to the
Payment Agent for prompt disbursement and payment by the Payment Agent to the
Holder.
(c) If,
at any time before the Maturity Date, the number of shares of NexMed Common
Stock outstanding is increased by a stock dividend payable in shares of NexMed
Common Stock or by a subdivision or split-up of shares of NexMed Common Stock,
then, following the record date fixed for the determination of holders of NexMed
Common Stock entitled to receive such stock dividend, subdivision or split-up,
the Conversion Price shall be decreased proportionately. If, at any
time before the Maturity Date, the number of shares of NexMed Common Stock
outstanding is decreased by a combination of the outstanding shares of NexMed
Common Stock, then, following the record date for such combination, the
Conversion Price shall be increased proportionately.
3.
Presentment;
Demand. NexMed hereby waives any presentment, demand, protest
or notice of dishonor and protest of this Note.
4.
Securities Law
Compliance; Legend. This Note and any Note Satisfaction Shares are
subject to the terms of the Subscription Agreement. The certificates
representing Note Satisfaction Shares will bear the following
legend:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. NO SALE, GIFT, TRANSFER OR OTHER DISPOSITION
THEREOF OR OF ANY INTEREST THEREIN SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL
SUCH SECURITIES ARE (I) REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT AND
REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR ‘BLUE SKY’ LAWS OR
(II) EXEMPT FROM SUCH REGISTRATION.”
5. Miscellaneous.
(a) Governing
Law. This Note shall be governed by, and construed in
accordance with, the internal laws of the State of California applicable to
contracts executed and fully performed within the State of California and
without regard to conflict-of-law principles. Any dispute arising out
of or relating to this Note shall be resolved by a court of competent
jurisdiction located in the City and County of San Diego, California and the
parties hereto agree to the sole and exclusive jurisdiction of such court(s) and
agree to waive any grounds for objection to the venue, such as forum
non-conveniens.
(b) Amendments and
Waivers. Any term of this Note may be amended and the
observance of any term of this Note may be waived only with the written consent
of NexMed and the holder of the Note.
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(c) Assignment and
Successors. This Note will be binding on and inure to the
benefit of NexMed and the Holder and their respective successors and assigns;
provided, however, that the
Holder may not assign this Note in whole or part on or prior to the Maturity
Date without the prior written consent of NexMed.
(d) Severability. If
any provision of this Note is held invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of this Note
are not affected or impaired in any way and NexMed and the Holder agree to
negotiate in good faith to replace such invalid, illegal and unenforceable
provision with a valid, legal and enforceable provision, that achieves, to the
greatest lawful extent under this Note, the economic, business and other
purposes of such invalid, illegal or unenforceable provision.
(e) Limitation of
Liability. IN NO EVENT WILL NEXMED HAVE ANY LIABILITY ARISING
HEREUNDER OR IN CONNECTION HEREWITH TO ANY PARTY OR OTHER PERSON FOR ANY LOST
PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL OR
PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF WHETHER SUCH PARTY OR PERSON WILL BE
ADVISED, WILL HAVE OTHER REASON TO KNOW, OR IN FACT WILL KNOW OF THE POSSIBILITY
OF THE FOREGOING.
In Witness
Whereof, the undersigned has executed this Promissory Note as of the date
set forth above.
NexMed, Inc., a Nevada
corporation
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By:
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Name:
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Title:
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