Debenture Amendment Agreement April 21, 2009
Exhibit 4.4
April 21,
2009
Pharmos
Corporation
00 Xxxx
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxx Xxxxxx 00000
Re: 10% Convertible Debenture Due
November 1, 2012
Ladies
and Gentlemen:
The
undersigned, a Holder of a 10% Convertible Debenture (the “Debenture”) due
November 1, 2012 of Pharmos Corporation (the “Company”), and in consideration of
having agreed to purchase certain additional securities of the Company pursuant
to the Securities Purchase Agreement dated as of the date hereof among the
Company, the undersigned and the other Purchasers listed on Exhibit A annexed
thereto, each severally hereby agrees that the Set Price thereunder with respect
to the conversion of the principal amount of only those Debentures held by all
of the undersigned is reduced from $0.70 to $0.275, with the conversion price
for all unpaid and accrued interest thereon remaining unchanged at
$0.34.
The
undersigned each also hereby severally agrees to convert the Debenture in full
as of the date hereof, and has tendered the Debenture to the Company in
accordance with the provisions of Section 4(a)(iii) thereof, with this letter
being deemed to satisfy the requirements of delivering a Notice of Conversion
thereunder.
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Very
truly yours,
Venrock
Associates
By:___________________________
Name: Xxxxxxx X. Xxxxx
Title: General
Partner
Venrock
Associates III, L.P.
By: Venrock
Management III LLC
Its: General
Partner
By:___________________________
Name: Xxxxxxx
X. Xxxxx
Title: Member
Venrock
Entrepreneurs Fund III, L.P.
By: VEF
Management III LLC
Its: General
Partner
By:___________________________
Name: Xxxxxxx
X. Xxxxx
Title: Member
New
Enterprise Associates 10, Limited Partnership
By: NEA
Partners 10, Limited Partnership, its General Partner
By:____________________________
Name: Xxxxxxx
X. Xxxxxxx, IIITitle:General Partner
______________________________
Xxxxxx X.
Xxxxxxxx
ACCEPTED
AND AGREED:
PHARMOS
CORPORATION
By:________________________
Name: S.
Xxxxx Xxxxx
Title: President
and Chief Financial Officer
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