EXHIBIT 4.1
ADVISORY AGREEMENT AMENDMENT
October 19, 2001
CANTOR XXXXXXXXXX & CO.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs/Ladies:
Pursuant to the terms of that certain Letter Agreement dated April 11,
2001, by and between Cantor Xxxxxxxxxx & Co. and NeoTherapeutics, Inc. (the
"Letter Agreement"), the parties to the Letter Agreement hereby agree to amend
the Letter Agreement as follows:
(1) Delete in its entirety Section 3D and 3E, Section 4, Section 5 and
insert in each of its place the following: "Intentionally Omitted."
(2) Xxxxxxx 0X xxxxx xx amended by adding the following sentence: "The
parties hereto agree that for allocation purposes any amounts payable pursuant
to this Section 3 shall be allocated equally among any offerings resulting
herefrom."
(3) Amend Section 8 to read in its entirety as follows:
"8. Termination. Either party may terminate this Agreement at any time on
one business day's prior written notice to the other party. Upon such
termination, neither party will have any obligation to the other party, except
that the provisions of Sections 3B (with respect to expenses incurred prior to
such termination), 6 and 11 hereof shall remain in full force and effect
notwithstanding such termination."
(4) Amend Section 3A by replacing the phrase "Section 3, other than
pursuant to Section 3E" in the second last sentence (which was changed by the
June 12 Amendment) with the phrase "Section 3," so that the second last sentence
of Section 3A shall read in its entirety as follows:
"The retainer will be non-refundable, provided, however, that any cash fees
payable to CF&Co pursuant to this Section 3 will be credited against the
retainer."
(5) Exhibit A to the Letter Agreement shall be deleted.
Except as provided herein, all other provisions of the Letter Agreement
will remain in full force and effect.
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Please indicate your agreement with the foregoing by signing where
indicated below and returning a signed copy to us, upon which this letter will
become a binding agreement between us.
Very truly yours,
NEOTHERAPEUTICS, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President Finance,
Chief Financial Officer,
Secretary and Treasurer
Agreed and Accepted
as of October 19, 2001
CANTOR XXXXXXXXXX & CO.
By: /s/ Xxxx Xxxxxx
---------------------------
Name: Xxxx Xxxxxx
Title: President
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