Exhibit 99.1
CONSENT TO TRANSFER AND WARRANT AMENDMENT
This Consent to Transfer and Warrant Amendment (the
"Agreement") made as of the 22nd day of November, 2002, between Boston Life
Sciences, Inc., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
L.L.C., a New York limited liability company ("I&S"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇"), ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Monoyios") and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Value
Partners, L.P., a New York State limited partnership ("ISVP").
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Partners I, Ltd. ("▇▇▇▇▇ ▇▇▇▇▇▇▇") has
requested the consent of the Company to transfer to I&S for the account of
▇▇▇▇▇▇ and Monoyios, as its advisory clients, certain outstanding warrants (the
"Warrants") to purchase 1,820,123 shares of the Company's common stock (which
Warrants were originally issued pursuant to that certain Securities Purchase
Agreement (the "▇▇▇▇▇ ▇▇▇▇▇▇▇ Purchase Agreement") dated as of September 22,
1999 by and among the Company and affiliates of ▇▇▇▇▇ ▇▇▇▇▇▇▇), such transfer to
be on the terms and conditions set forth in the Securities Purchase Agreement
dated as of November 18th, 2002, by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇ and I&S (the
"Securities Purchase Agreement);
WHEREAS, each of I&S, ▇▇▇▇▇▇ and ISVP has represented to the
Company that Monoyios is not an "affiliate" or "associate" of such person within
the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act of 1934, as amended, and Monoyios
has confirmed such representation;
WHEREAS, in anticipation of the transactions contemplated by
the Securities Purchase Agreement and subject to the consummation of the
transactions contemplated by this Agreement, on November 19, 2002, the Board of
Directors of the Company approved an amendment (the "Rights Plan Amendment") to
the Rights Agreement, dated as of September 11, 2001, by and between the Company
and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by
Amendment No. 1 thereto dated as of November 13, 2001 (the "Rights Agreement");
and
WHEREAS, ISVP is the holder of the 10% Convertible Senior
Secured Promissory Note (the "Note"), dated as of July 25, 2002, issued by the
Company.
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements set forth herein and other good and valuable
consideration the mutual receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Consent to Warrant Transfer. The Company hereby consents to the
transfer of the Warrants as contemplated by the Securities Purchase
Agreement.
2. Amendments to Warrants. Upon the closing of the transfer of the
Warrants pursuant to the Securities Purchase Agreement, the terms of
the Warrants shall be deemed amended and restated in their entirety as
set forth in the warrant certificates attached as Exhibit A hereto (the
"New Warrant Certificates"). As soon as practicable
following the closing of the Warrant Transfer, I&S (on behalf of ▇▇▇▇▇▇
and Monoyios) shall tender the existing certificates representing the
Warrants to the Company for cancellation. Promptly following receipt of
such certificates, the Company shall deliver to I&S (on behalf of
▇▇▇▇▇▇ and Monoyios) executed copies of the New Warrant Certificates.
3. Registration Rights. Upon the closing of the transfer of the Warrants
pursuant to the Securities Purchase Agreement, (a) the Registration
Rights Agreement dated as of September 22, 1999, by and among the
Company and affiliates of ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be terminated and have no
further force or effect (the "▇▇▇▇▇ ▇▇▇▇▇▇▇ Registration Rights
Agreement"), and (b) the Company, ISVP, ▇▇▇▇▇▇ and Monoyios shall
execute an addendum to the Registration Rights Agreement dated as of
July 25, 2002, by and among the Company and ISVP (the "ISVP
Registration Rights Agreement") in the form attached hereto as Exhibit
B.
4. Adjustment to Conversion Price of Note. At or prior to the closing of
the transfer of the Warrants pursuant to the Securities Purchase
Agreement, the Company shall deliver a Certificate of Adjustment under
the Note to ISVP in the form attached hereto as Exhibit C. ISVP hereby
acknowledges and agrees that no other adjustment to the terms of the
Note shall be made on account of the transactions contemplated by the
Agreement.
5. Rights Plan Amendments. At or prior to the closing of the transfer of
the Warrants pursuant to the Securities Purchase Agreement, the Company
shall deliver an executed copy of the Rights Plan Amendment to I&S.
6. Further Assurances. The parties hereby agree to do, execute,
acknowledge and deliver all such further acts, assurances, assignments,
transfers, conveyances and other instruments and papers as may be
reasonably necessary or appropriate to carry out the transactions
contemplated by this Agreement.
7. Entire Agreement. This Agreement, together with other documentation
referred to herein or required to be delivered pursuant to the terms
hereof, contains the terms of the entire agreement among the parties
with respect to the subject matter hereof and supersedes any and all
prior agreements, commitments, representations, warranties,
understandings, discussions, negotiations or arrangements of any nature
relating thereto, including but not limited to the ▇▇▇▇▇ ▇▇▇▇▇▇▇
Purchase Agreement, the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Registration Rights Agreement,
the Omnibus Agreement, dated as of May 31, 2001, by and between the
Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇, and the Omnibus Agreement II, dated as of
May 16, 2002, by and between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇, each of
which shall have no further force and effect.
8. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without
regard to the conflict of laws provisions thereof. The parties hereto
irrevocably consent to the jurisdiction of the United States federal
courts and the state courts located in the State of New York
in any suit or proceeding based on or arising under this Agreement and
irrevocably agree that all claims in respect of such suit or proceeding
may be determined in such courts. The parties hereto irrevocably waive
the defense of an inconvenient forum to the maintenance of such suit or
proceeding. Each of the parties hereto further agrees that service of
process upon it mailed by first class mail shall be deemed in every
respect effective service of process upon it in any such suit or
proceeding. Nothing herein shall affect the right of any Purchaser or
the Company to serve process in any other manner permitted by law. The
parties hereto agree that a final non-appealable judgment in any such
suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful manner.
9. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party.
10. Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of,
this Agreement.
11. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of
this Agreement or the validity or enforceability of this Agreement in
any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BOSTON LIFE SCIENCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Managing Director
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ VALUE PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner
EXHIBIT A
New Warrant Certificates
[see attached]
EXHIBIT B
Addendum to ISVP Registration Rights Agreement
[see attached]
EXHIBIT C
Certificate of Adjustment to Note Conversion Price
[see attached]
