Manhattan Pharmaceuticals, Inc.
Manhattan
Pharmaceuticals, Inc.
000
Xxxxxxx Xxxxxx, 0xx
Floor
New
York, New York 10019
September
17, 2008
Nordic
Biotech Venture Fund II K/S
Xxxxxxxxx
0, 3rd floor
DK-1100
Copenhagen K
Denmark
Attn:
Xxxxxxx Xxxxxxxxxxxx
| Re: |
Gentlemen:
Manhattan
Pharmaceuticals, Inc. (“Manhattan”) and Nordic
Biotech Venture Fund II K/S
(“Nordic”) are parties to that certain Joint Venture Agreement dated January 31,
2008, as amended (the “Joint Venture Agreement”), and the Registration Rights
Agreement dated February 25, 2008 (the “Registration Rights Agreement”). For the
purpose of clarifying with you certain issues that have arisen under the
Registration Rights Agreement, we agree with you as follows:
Capitalized
terms used and not otherwise defined herein that are defined in the Registration
Rights Agreement or the Joint Venture Agreement are used herein with the
meanings given such terms in the Registration Rights Agreement or Joint Venture
Agreement, as the case may be.
Manhattan
filed a Registration Statement on Form S-1 with the SEC (File No.: 333-150580)
pursuant to the Registration Rights Agreement. Notwithstanding any other
agreement to the contrary, Nordic and Manhattan agree that the Effectiveness
Date for this Registration Statement shall be October 17, 2008, unless the
SEC
responds with additional comments to the first amendment to the Registration
Statement that Manhattan soon intends to file, in which case the Effectiveness
Date shall be November 17, 2008.
Within
forty-five (45) days after the Second Payment Milestone Manhattan shall file
an
additional Registration Statement registering the additional shares of Common
Stock that may be issued to Nordic as Put Consideration as a result of Nordic’s
additional investment of $1,250,000 in Newco under the terms of the Partnership
Agreement, provided that Manhattan shall have no obligation to file such
additional Registration Statement until Nordic makes the additional investment
in Newco required under the terms of the Partnership Agreement as a result
of
the Second Payment Milestone.
Within
sixteen (16) days after Manhattan provides a Call Notice to Nordic, Manhattan
shall file an additional Registration Statement with the SEC registering the
shares of Common Stock to be issued to Nordic as Call Consideration as a result
of such Call Notice, provided that if the Call Consideration is reduced pursuant
to Section 4.3 of the Joint Venture Agreement the shares of Common Stock to
be
registered shall be correspondingly reduced, and if such Call Consideration
is
reduced to zero Manhattan shall have no obligation to file such Registration
Statement.
The
term
“Filing Date” shall mean with respect to any Registration Statement required to
be filed in accordance with this letter agreement the date by which such
Registration Statement is required to be filed in accordance with this letter
agreement.
The
Registration Rights Agreement shall be deemed to be modified to the extent
necessary to give effect to this letter agreement. Except
as
hereby modified, the Registration Rights Agreement and each provision thereof
is
hereby ratified and confirmed in every respect and shall continue in full force
and effect.
All
questions concerning the construction, validity, enforcement and interpretation
of this letter agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard
to
the principles of conflicts of law thereof, except to the extent that the
application of the General Corporation Law of the State of Delaware is
mandatorily applicable.
Each
party to this letter agreement hereby irrevocably submits to the exclusive
jurisdiction of the federal and state courts sitting in the state of New York
in
any action or proceeding arising out of or relating to this letter agreement.
Each party hereby irrevocably agrees, on behalf of itself and on behalf of
such
party’s successors and permitted assigns, that all claims in respect of such
action or proceeding shall be heard and determined in any such court and
irrevocably waives any objection such person may now or hereafter have as to
the
venue of any such suit, action or proceeding brought in such a court or that
such court is an inconvenient forum. If either party shall commence an action
or
proceeding to enforce any provision of this letter agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.
Please
signify your agreement to the foregoing by signing a copy of this letter
agreement in the space provided below and returning it to us.
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Very
truly yours,
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MANHATTAN
PHARMACEUTICALS, INC.
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By:
/s/ Xxxxxxx XxXxxxxxxx
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Its:
Chief Operating and Financial
Officer
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-2-
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ACCEPTED
AND AGREED TO:
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NORDIC
BIOTECH VENTURE FUND II K/S
|
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By:
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/s/
Xxxxxxxxx Xxxxxx
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Name:
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Xxxxxxxxx
Xxxxxx
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Title:
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Partner
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By:
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/s/
Xxxxxxx Xxxxxxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxxxxxx
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Title:
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Partner
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