EXHIBIT 10.2
MUTUAL RESCISSION AGREEMENT
NeoTherapeutics, Inc., 000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx,
00000, hereinafter referred to as the "Company," and Xxxxxxxxxxx Limited
Partnership, c/o Canaccord Capital Corporation, 000 Xxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx, hereinafter referred to as "Investor"
(collectively, the "Parties") agree as follows:
CONSENT TO PARTIAL RESCISSION
1. The Parties hereby consent and agree to rescind the purchase
of 400,000 shares (the "Shares") of the Company's common stock, par value $.001
per share (the "Common Stock"), pursuant to that certain Securities Purchase
Agreement between them, dated as of June 7, 2002 (the "Securities Purchase
Agreement"), which Securities Purchase Agreement provided for the purchase of
(i) 1,935,483 shares of Common Stock and (ii) a warrant to purchase up to
193,548 shares of Common Stock (the "Warrant") at an exercise price of $0.275
per share, for a total purchase price of $450,000. A copy of the Securities
Purchase Agreement is attached hereto and incorporated herein by reference.
RETURN OF CONSIDERATION
2. On the date hereof, Investor shall return to the Shares to the
Company by electronic transfer to the account set forth below through the
Deposit Withdrawal Agent Commission System:
DTC No.:
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Account No.: n/a
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Reference: U.S. Stock Transfer Corporation
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3. On the date hereof, the Company shall return Investor's
payment of $0.2325 per Share for a total of $93,000 by wire transfer to pursuant
to the following wire transfer instructions:
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4. As additional consideration for the payment by the Company set
forth in Section 3 above, effective upon the execution hereof, the Warrant is
hereby amended so that the Warrant may not be exercised before December 8, 2002.
Promptly after the date hereof, the Investor shall return the Warrant to the
Company and the Company shall issue to the Investor a new warrant reflecting
this amendment.
MISCELLANEOUS
5. Except as set forth above, the rights and obligations of the
Parties under the Securities Purchase Agreement and the Warrant shall remain in
full force and effect. Delivery of an executed copy of a signature page to this
Mutual Rescission Agreement by facsimile transmission shall be effective as
delivery of a manually executed copy of this Mutual Rescission Agreement and
shall be effective and enforceable as the original. This Mutual Rescission
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. This Mutual Rescission Agreement shall be governed and construed in
accordance with the internal laws of the State of California without giving
effect to the conflicts of law principles thereunder.
Executed on July 25, 2002.
NEOTHERAPEUTICS, INC.
By: /s/Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Senior V.P. Finance and CFO
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XXXXXXXXXXX LIMITED PARTNERSHIP
By: /s/X. Xxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxx
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Title: President
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