IASO PHARMA INC - FORM S-1 - EX-10.13 - AMENDMENT NO. 1 TO LOAN AGREEMENT DATED AS OF NOVEMBER 10, 2009 - April 15, 2010

Attached files

file filename
S-1 - REGISTRATION STATEMENT - IASO PHARMA INCfs1_iaso.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - IASO PHARMA INCfs1ex3i_iaso.htm
EX-4.10 - COMMON STOCK WARRANT, DATED JANUARY 15, 2009, ISSUED TO PARAMOUNT CREDIT PARTNERS, LLC - IASO PHARMA INCfs1ex4x_iaso.htm
EX-10.10 - EMPLOYMENT AGREEMENT, DATED MAY 17, 2007, BY AND BETWEEN THE REGISTRANT AND MARK LOTZ - IASO PHARMA INCfs1ex10x_iaso.htm
EX-4.6 - FORM OF NOTE PURCHASE AGREEMENT FOR 10% NOTES - IASO PHARMA INCfs1ex4vi_iaso.htm
EX-4.20 - PLACEMENT AGENT WARRANT - IASO PHARMA INCfs1ex4xx_iaso.htm
EX-23.1 - CONSENT OF J.H. COHN LLP - IASO PHARMA INCfs1ex23i_iaso.htm
EX-4.11 - NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF JUNE 24, 2009, BETWEEN THE REGISTRANT AND PARAMOUNT CREDIT PARTNERS, LLC - IASO PHARMA INCfs1ex4xi_iaso.htm
EX-4.9 - 10% SENIOR PROMISSORY NOTE, DATED JANUARY 15, 2009, ISSUED TO PARAMOUNT CREDIT PARTNERS, LLC - IASO PHARMA INCfs1ex4ix_iaso.htm
EX-3.2 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - IASO PHARMA INCfs1ex3ii_iaso.htm
EX-4.15 - AMENDED AND RESTATED FUTURE ADVANCE PROMISSORY NOTE, DATED SEPTEMBER 30, 2009, ISSUED TO THE LINDSAY A. ROSENWALD 2000 FAMILY TRUSTS DATED DECEMBER 15, 2000 - IASO PHARMA INCfs1ex4xv_iaso.htm
EX-4.7 - FORM OF 10% NOTE - IASO PHARMA INCfs1ex4vii_iaso.htm
EX-4.12 - 10% SENIOR PROMISSORY NOTE, DATED JUNE 24, 2009, ISSUED TO PARAMOUNT CREDIT PARTNERS, LLC - IASO PHARMA INCfs1ex4xii_iaso.htm
EX-4.14 - AMENDED AND RESTATED FUTURE ADVANCE PROMISSORY NOTE, DATED SEPTEMBER 30, 2009, ISSUED TO PARAMOUNT BIOSCIENCES, LLC - IASO PHARMA INCfs1ex4xiv_iaso.htm
EX-10.9 - AMENDMENT, DATED AUGUST 19, 2008, TO EMPLOYMENT AGREEMENT, DATED AS OF JANUARY 19, 2007, BY AND BETWEEN THE REGISTRANT AND JAMES ROCK - IASO PHARMA INCfs1ex10ix_iaso.htm
EX-4.21 - CONSULTANT WARRANT - IASO PHARMA INCfs1ex4xxi_iaso.htm
EX-4.16 - AMENDED AND RESTATED FUTURE ADVANCE PROMISSORY NOTE, DATED SEPTEMBER 30, 2009, ISSUED TO CAPRETTI GRANDI, LLC - IASO PHARMA INCfs1ex4xvi_iaso.htm
EX-4.19 - FORM OF 8% WARRANT - IASO PHARMA INCfs1ex4xix_iaso.htm
EX-3.3 - BY-LAWS - IASO PHARMA INCfs1ex3iii_iaso.htm
EX-4.13 - COMMON STOCK WARRANT, DATED JUNE 24, 2009, ISSUED TO PARAMOUNT CREDIT PARTNERS, LLC - IASO PHARMA INCfs1ex4xiii_iaso.htm
EX-10.12 - LOAN AGREEMENT, DATED AS OF DECEMBER 3, 2008 - IASO PHARMA INCfs1ex10xii_iaso.htm
EX-4.17 - FORM OF NOTE AND WARRANT PURCHASE AGREEMENT FOR 8% NOTES - IASO PHARMA INCfs1ex4xvii_iaso.htm
EX-4.8 - NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF JANUARY 15, 2009, BETWEEN THE REGISTRANT AND PARAMOUNT CREDIT PARTNERS, LLC - IASO PHARMA INCfs1ex4viii_iaso.htm
EX-10.7 - EMPLOYMENT AGREEMENT, EFFECTIVE AS OF FEBRUARY 28, 2010, BY AND BETWEEN THE REGISTRANT AND MATTHEW A. WIKLER, MD, MBA, FIDSA - IASO PHARMA INCfs1ex10vii_iaso.htm
EX-4.18 - FORM OF 8% NOTE - IASO PHARMA INCfs1ex4xviii_iaso.htm
EX-10.8 - EMPLOYMENT AGREEMENT, DATED AS OF JANUARY 19, 2007, BY AND BETWEEN THE REGISTRANT AND JAMES ROCK - IASO PHARMA INCfs1ex10viii_iaso.htm
Exhibit 10.13
 
 
AMENDMENT NO. 1 TO LOAN AGREEMENT
 
This Amendment No. 1 (the "Amendment") dated as of November 10, 2009, is between Bank of America, N.A. (the "Bank") and Paramount Biosciences, LLC, Mt. Cook Pharma, Inc., Pacific Beach Biosciences, Inc., Balboa Biosciences, Inc., Coronado Biosciences, Inc., Asphelia Pharmaceuticals, Inc. and Ventrus Biosciences, Inc. (the "Borrower").
 
RECITALS
 
A.     The Bank and the Borrower entered into a certain Loan Agreement dated as of December 10, 2008 (together with any previous amendments, the "Agreement").
 
B.     The Bank and the Borrower desire to amend the Agreement.
 
 
AGREEMENT
 
1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement.
 
2.   Amendments. The Agreement is hereby amended as follows:
 
2.1  In Paragraph 1.1 Line of Credit Amount, the amount "$2,000,000.00" is changed to "$1,000,000.00".
 
2.2  In Paragraph 1.2 Availability Period, the date "November 6, 2009" is changed to "November 5, 2010".
 
2.3 Paragraph 5.8 Guaranty is hereby deleted in its entirety.
 
3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers.
 
4. Conditions. This Amendment will be effective when the Bank receives the following items, in form and content acceptable to the Bank:
 
4.1  
If the Borrower or any guarantor is anything other than a natural person, evidence that the execution, delivery, and performance by the Borrower and/or such guarantor of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.
 
4.2  
Payment by the Borrower of a loan renewal fee in the amount of Seventeen Thousand Five Hundred Dollars and No Cents ($17,500.00).
 
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5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.
 
6. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
 
7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
 
The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal.
 
  BANK:  
     
  Bank of America, N.A  
       
 
By:
/s/ Christina Boyle  
    Christina Boyle, Senior Vice President  
       
       
 
 
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  BORROWER(S):  
         
  Paramount  Biosciences, LLC  
         
  By:   /s/  Lindsay A. Rosenwald  [seal]
      Lindsay A. Rosenwald, M.D., Member  
         
  Mt. Cook Pharma, Inc.  
         
  By:   /s/  Stephen Pilatzke  [seal]
      Stephen Pilatzke, Corporate Treasurer  
         
  Pacific Beach Biosciences, Inc.  
         
  By:   /s/  Stephen Pilatzke  [seal]
      Stephen Pilatzke, Corporate Treasurer  
         
  Balboa Biosciences, Inc.  
         
  By:   /s/  Stephen Pilatzke  [seal]
      Stephen Pilatzke, Corporate Treasurer  
         
  Coronado Biosciences, Inc.  
         
  By:   /s/  Stephen Pilatzke  [seal]
      Stephen Pilatzke, Corporate Treasurer  
         
  Asphelia Pharmaceuticals, Inc.  
         
  By:   /s/  Stephen Pilatzke  [seal]
      Stephen Pilatzke, Corporate Treasurer  
         
         
  Ventrus Biosciences, Inc.  
         
  By:   /s/  Stephen Pilatzke  [seal]
      Stephen Pilatzke, Corporate Treasurer  
         
 
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