AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT
Exhibit 10.39
AMENDMENT NO. 1 TO
COMMON STOCK PURCHASE AGREEMENT
COMMON STOCK PURCHASE AGREEMENT
This Amendment No. 1 to the Common Stock Purchase Agreement, dated as of March 24, 2010 (this
“Amendment”), to the Common Stock Purchase Agreement dated as of December 15, 2008 (the “Purchase
Agreement”) is entered into by and between BioSante Pharmaceuticals, Inc., a corporation organized
and existing under the laws of the State of Delaware (the “Company”), and Kingsbridge Capital
Limited, an entity organized and existing under the laws of the British Virgin Islands (the
“Investor”).
1. Reference to the Purchase Agreement; Definitions. Reference is made to the Purchase
Agreement and, specifically, to Section 10.6 thereof entitled, “Amendment; No Waiver.” Terms
defined in the Amendment and not otherwise defined herein are used herein with the meanings defined
in the Purchase Agreement.
2. Amendment to the Purchase Agreement. The Purchase Agreement is hereby amended by replacing
the definition of “Maximum Draw Down Amount,” as set forth in Article I thereof, is hereby replaced
in its entirety with the following definition: “Maximum Draw
Down Amount” means 1.5% of the Market
Capitalization as of the date the applicable Draw Down Notice is given.”
3. Miscellaneous. Except as otherwise set forth herein, the Purchase Agreement shall remain
in full force and effect without change or modification. This Amendment shall be construed under
the internal laws of the State of New York. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which together shall constitute
one and the same instrument. This Amendment shall bind and inure to the benefit of the parties and
their respective successors and assigns.
(Remainder of page intentionally left blank. Signature page to follow.)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Common Stock
Purchase Agreement to be signed and delivered by their respective duly authorized representative as
of the date first written above.
KINGSBRIDGE CAPITAL LIMITED |
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By: | /s/ Xxxx Xxxxxx | |||
Xxxx Xxxxxx, Director | ||||
BIOSANTE PHARMACEUTICALS, INC. |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Xxxxxxx X. Xxxxxxxxx | ||||
Chief Financial Officer, Treasurer and Secretary |