Exhibit 10.3


 


OPTIMER BIOTECHNOLOGY, INC.


 


FINANCING AGREEMENT


 


THIS FINANCING AGREEMENT (this “Agreement”) is made and entered into as
of October 30, 2009, by and among OPTIMER BIOTECHNOLOGY,
INC., a Taiwan corporation
(the “Company”),
and each of those persons and entities, severally and not jointly, whose names
are set forth on the Schedule of Purchasers attached hereto as EXHIBIT A (which persons and entities
are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).


 


RECITALS


 


WHEREAS, the Company has authorized the sale and issuance to
Purchasers of up to 66,000,000 shares of its Common Stock (the “Shares”) to be sold
by the Company pursuant to the terms and conditions of this Agreement (the “Common Stock Sale”);


 


WHEREAS, Purchasers desire to purchase the Shares on the
terms and conditions set forth herein;


 


WHEREAS, Optimer Pharmaceuticals, Inc. (“Optimer”) and the other Purchasers
are concurrently entering into a Stock Purchase Agreement whereby Optimer will
sell to the other Purchasers certain shares of the Company currently held by
Optimer and the other Purchasers’ commitments under this Agreement are a
material inducement for Optimer to sell such shares; and


 


WHEREAS, the Company desires to issue and sell the Shares to
Purchasers on the terms and conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties, and covenants hereinafter set
forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                      AGREEMENT TO SELL AND PURCHASE.


 


1.1          Authorization of Shares.  The Company
has authorized the sale and issuance to Purchasers of the Shares.  The Shares have the rights, preferences,
privileges and restrictions set forth in the Company’s charter documents in
effect on the date hereof.


 


1.2          Sale and Purchase.  Subject to the terms and
conditions hereof, at the First Closing or the Second Closing, as applicable
(each as hereinafter defined, and any such closing referred to herein as a “Closing” and the date on which such
Closing takes effect, a “Closing Date”)
the Company hereby agrees to issue and sell to each Purchaser, and each
Purchaser agrees to purchase from the Company, severally and not jointly, the
number of Shares set forth opposite such Purchaser’s name on the Schedule of
Purchasers attached hereto as EXHIBIT A


 


1

















 


under the heading “First
Closing Shares” and “Second Closing Shares”, as applicable, at a purchase price
of 10 New Taiwan Dollars (NT) per share.


 


2.                                      CLOSING, DELIVERY AND PAYMENT.


 


2.1          First Closing.  The first closing of the sale and
purchase of the Shares under this Agreement (the “First Closing”) shall take place at
5:00 p.m. Pacific Time on the date hereof, at the offices of Cooley
Godward Kronish LLP, 4401 Eastgate Mall, San Diego, CA, 92121 or at such other
time or place as the Company and Purchasers may mutually agree (such date is
hereinafter referred to as the “First Closing Date”). 
On the First Closing Date, subject to the terms and conditions hereof,
the Company will deliver to each Purchaser a certificate representing the
number of Shares to be purchased at the First Closing by such Purchaser, as set
forth on the Schedule of Purchasers, against payment of the purchase price
therefor by check or wire transfer made payable to the order of the Company,
cancellation or conversion of indebtedness or any combination of the
foregoing.  In the event that payment by
a Purchaser is made, in whole or in part, by cancellation or conversion of
indebtedness, then such Purchaser shall surrender to the Company for
cancellation or conversion at the First Closing any evidence of such
indebtedness or shall execute an instrument of cancellation or conversion in
form and substance acceptable to the Company.


 


2.2          Second Closing.  If at any time prior to December 31, 2010, the
Company’s Board of Directors determines in good faith that the Company has
achieved each of the milestones set forth on EXHIBIT B
attached hereto, the Company shall provide written notice of such determination
to the Purchasers (the “Second
Closing Notice”), which notice shall not be delivered prior to June 30,
2010.  The Second Closing Notice shall
also set forth a date, which shall be no sooner than 5 business
days and no later than 15 business days following the date of the Second
Closing Notice, on
which the second closing of the sale and purchase of the Shares under this
Agreement (the “Second Closing”) shall take place.  Following delivery of the Second Closing
Notice, the Second Closing shall
take place at 5:00 p.m. Pacific Time at the offices of Cooley Godward
Kronish LLP, 4401 Eastgate Mall, San Diego, CA, 92121 on the date set forth in
the Second Closing Notice, or at such other time as the Company and the
Purchasers holding a majority of the Shares then issued hereunder (the “Majority Purchasers”) may mutually
agree (the “Second Closing Date”). 
On the Second Closing Date, subject to the terms and conditions hereof,
the Company will deliver to each Purchaser a certificate representing the
number of Shares to be purchased at the Second Closing by such Purchaser, as
set forth on the Schedule of Purchasers, against
payment of the purchase price therefor by check or wire transfer made payable
to the order of the Company, cancellation or conversion of indebtedness or any
combination of the foregoing.  In the
event that payment by a Purchaser is made, in whole or in part, by cancellation
or conversion of indebtedness, then such Purchaser shall surrender to the
Company for cancellation or conversion at the Second Closing any evidence of
such indebtedness or shall execute an instrument of cancellation or conversion
in form and substance acceptable to the Company.


 


2

















 


3.                                      REPRESENTATIONS AND WARRANTIES OF
THE COMPANY.


 


Except as set forth on a
Schedule of Exceptions delivered by the Company to Purchasers at an applicable
Closing, the Company hereby represents and warrants to each Purchaser as of
each Closing Date as set forth below.


 


3.1          Corporate Power. 
The Company has all necessary corporate power to execute and deliver
this Agreement and to perform all its obligations hereunder.  Upon its execution and delivery, this
Agreement will be a valid and binding obligation of the Company, enforceable in
accordance with its terms.


 


3.2          Capitalization. 
Immediately prior to the First Closing, there are 34,000,000 shares of
the Company’s common stock outstanding.


 


3.3          No Subsidiaries. 
The Company does not own more than 50% of the outstanding capital stock
(or other similar equity interests) of any corporation or other entity that
owns any material assets.


 


3.4          Litigation. 
There is no material lawsuit or other material legal proceeding that is
pending against the Company before any court or other tribunal and that (a) is
likely to result in a final judgment adverse to the Company, and (b) is
likely to have a material adverse effect on the Company’s business.


 


3.5          Authorization. 
As of the First Closing Date, the execution, delivery and performance of
this Agreement on behalf of the Company will have been duly authorized by all
necessary action on the part of the Company and its board of directors.


 


4.                                      REPRESENTATIONS AND WARRANTIES OF
PURCHASERS.


 


Each Purchaser hereby represents and warrants to the
Company, severally and not jointly, on each Closing Date as follows (provided
that such representations and warranties do not lessen or obviate the
representations and warranties of the Company set forth in this Agreement):


 


4.1          Power. 
Purchaser has all necessary power (corporate or otherwise) to execute
and deliver this Agreement and to perform all its obligations hereunder.  Upon its execution and delivery, this
Agreement will be a valid and binding obligation of Purchaser, enforceable in
accordance with its terms. Purchaser’s financial resources are sufficient to
enable it to purchase the Shares as provided herein.


 


4.2          Access. 
Purchaser has been given full access to the assets, books, records,
contracts and employees of the Company, and has been given the opportunity to
meet with officers and other representatives of the Company for the purpose of
investigating and obtaining information regarding the Company’s business,
operations and legal affairs.


 


4.3          Authorization. 
The execution, delivery and performance of this Agreement on behalf of
Purchaser have been duly authorized by all necessary action on the part of
Purchaser and, if applicable, its board of directors.


 


3

















 


4.4          Brokers. 
Purchaser has not retained any broker or finder in connection with any
of the transactions contemplated by this Agreement, and Purchaser has not
incurred or agreed to pay, or taken any other action that would entitle any
person or entity to receive, any brokerage fee, finder’s fee or other similar
fee or commission with respect to any of the transactions contemplated by this
Agreement.


 


4.5          Acquisition. 
Purchaser is acquiring its portion of the Shares for its own account and
for investment, and not with a view to, or for sale in connection with, any
distribution of the Shares.


 


5.                                      CONDITIONS TO CLOSING.


 


5.1          Conditions to Purchasers’
Obligations at each Closing.  Each
Purchaser’s obligations to purchase and otherwise consummate the transactions
that are to be consummated at each Closing are subject to the satisfaction of
the following conditions (any of which may be waived by such Purchaser in whole
or in part)


 


(a)           Accuracy of Representations and
Warranties.  The representations and warranties of the
Company set forth in Section 3 shall be accurate in all material respects
as of each Closing Date, except to the extent that any of such representations
and warranties refer specifically to a date other than the applicable Closing
Date, and except as set forth on a Schedule of Exceptions.


 


(b)           Performance. 
The Company shall have performed, in all material respects, all
obligations required by this Agreement to be performed by the Company on or
before the applicable Closing Date.


 


(c)           No Injunction. 
There shall not be in effect at the applicable Closing Date any
injunction or other binding order of any court or other tribunal having
jurisdiction over Purchaser that prohibits the purchase of the Shares by
Purchaser.


 


(d)           License Agreement. 
Optimer and the Company shall have executed and delivered that certain
Intellectual Property Assignment and License Agreement between such parties, of
even date herewith (the “License Agreement”).


 


(e)           Stock Purchase Agreement. 
Optimer and the other Purchasers shall have executed and delivered that
certain Stock Purchase Agreement between such parties, of even date herewith
(the “Stock Purchase Agreement”).


 


(f)            Assignment Agreements.  Optimer,
the Company and The Scripps Research Institute shall have executed and
delivered the Scripps Assignment (as defined in the License Agreement) and
Optimer, the Company and the Memorial Sloan-Kettering Cancer Center shall have executed and
delivered the MSKCC Assignment (as defined in the License Agreement).


 


5.2          Conditions to Obligations of the
Company.  The Company’s obligation to issue and sell
the Shares at each Closing is subject to the satisfaction, on or prior to the
applicable Closing, of the following conditions:


 


4

















 


(a)           Accuracy of Representations and
Warranties.  The representations and warranties of each
Purchaser set forth in Section 4 shall be accurate in all material
respects as of the applicable Closing Date.


 


(b)           Performance. 
Each Purchaser shall have performed, in all material respects, all
obligations required by this Agreement to be performed by such Purchaser on or
before the applicable Closing Date.


 


(c)           No Injunction. 
There shall not be in effect at the applicable Closing Date any
injunction or other binding order of any court or other tribunal having
jurisdiction over the Company that prohibits the sale of any of the Shares to
Purchasers.


 


(d)           License Agreement. 
Optimer shall have executed and delivered the License
Agreement.


 


(e)           Stock Purchase Agreement.  Optimer and the other Purchasers shall have
executed and delivered the Stock Purchase Agreement.


 


(f)            Assignment Agreements. 
The Scripps Research Institute shall have executed and delivered the
Scripps Assignment and the Memorial Sloan-Kettering Cancer Center shall have executed and
delivered the MSKCC Assignment.


 


6.                                      MISCELLANEOUS.


 


6.1          Governing Law; Arbitration. 
This Agreement shall be governed by and construed under the laws of the
State of California in all respects as such laws are applied to agreements
among California residents entered into and performed entirely within
California, without giving effect to conflict of law principles thereof.  The parties agree that any action brought by
either party under or in relation to this Agreement, including without
limitation to interpret or enforce any provision of this Agreement, shall be
brought in, and each party agrees to and does hereby submit to the jurisdiction
and venue of, any state or federal court located in the County of San Diego,
California.  The foregoing
notwithstanding, any dispute between the parties that cannot be resolved
through good faith discussions shall be submitted to binding arbitration.  Any arbitration pursuant to this Section 6.1
shall be conducted in San Diego, California (or such other location upon which
the parties may mutually agree) before a single arbitrator with Judicial
Arbitration and Mediation Services, Inc. (“JAMS”)
or its successor, pursuant to the applicable JAMS rules and procedures
then in effect.  The arbitrator shall
have the authority to compel adequate discovery for the resolution of the
dispute, including, but not limited to, access to essential documents and
witnesses.  The arbitrator shall issue a
written arbitration decision setting forth his or her essential findings and
conclusions and a statement of the award, which decision shall be final and
binding on the parties.


 


6.2          Survival. 
The representations, warranties, covenants and agreements made herein
shall survive the closing of the transactions contemplated hereby.  All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant hereto in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.  The representations, warranties, covenants and
obligations of the 


 


5

















 


Company, and the rights
and remedies that may be exercised by the Purchasers, shall not be limited or
otherwise affected by or as a result of any information furnished to, or any
investigation made by or knowledge of, any of the Purchasers or any of their
representatives.


 


6.3          Successors and Assigns. 
Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon the parties hereto and their
respective successors, assigns, heirs, executors and administrators and shall
inure to the benefit of and be enforceable by each person who shall be a holder
of the Shares from time to time; provided, however,
that prior to the receipt by the Company of adequate written notice of the
transfer of any Shares specifying the full name and address of the transferee,
the Company may deem and treat the person listed as the holder of such Shares
in its records as the absolute owner and holder of such Shares for all
purposes.


 


6.4          Entire Agreement. 
This Agreement, the exhibits hereto and the exhibits thereto set forth
the entire understanding of the parties hereto, and supersede all other
agreements and understandings between the parties hereto, relating to the
subject matter hereof and thereof.


 


6.5          Severability. 
In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


6.6          Amendment and Waiver. This Agreement may be amended or
modified, and the obligations of the Company and the rights of the holders of
the Shares under this Agreement may be waived, only upon the written consent of
the Company and the Majority Purchasers.


 


6.7          Delays or Omissions. 
It is agreed that no delay or omission to exercise any right, power or
remedy accruing to any party, upon any breach, default or noncompliance by
another party under this Agreement shall impair any such right, power or
remedy, nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of or in any similar breach,
default or noncompliance thereafter occurring. 
It is further agreed that any waiver, permit, consent or approval of any
kind or character on any party’s part of any breach, default or noncompliance
under this Agreement or any waiver on such party’s part of any provisions or
conditions of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies, either under this Agreement, by
law, or otherwise afforded to any party, shall be cumulative and not
alternative.


 


6.8          Waiver of Conflicts. 
Each party to this Agreement acknowledges that Cooley Godward Kronish LLP
(“Cooley”),
outside general counsel to Optimer, has in the past performed and is or may now
or in the future represent the Company in matters unrelated to the transactions
contemplated by this Agreement (the “Financing”), including representation of the
Company in matters of a similar nature to the Financing.  The applicable rules of professional
conduct require that Cooley inform the parties hereunder of this representation
and obtain their consent.  Cooley has
served as outside general counsel to Optimer and has negotiated the terms of
the Financing solely on behalf of Optimer. 
Optimer, the Company and each Purchaser other than Optimer (“Other Purchasers”) hereby (a) acknowledge
that they have had an opportunity to ask for and


 


6
















 


have obtained information
relevant to such representation, including disclosure of the reasonably
foreseeable adverse consequences of such representation; (b) acknowledge
that with respect to the Financing, Cooley has represented solely Optimer, and
not the Company or any Other Purchasers or any stockholder, director or
employee of Optimer, the Company or any Other Purchasers; and (c) gives
its informed consent to Cooley’s representation of Optimer in the Financing.


 


6.9          Notices. 
All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed electronic mail, telex or
facsimile if sent during normal business hours of the recipient, if not, then
on the next business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt.  All communications shall be sent to the
Company at the address as set forth on the signature page hereof and to
any Purchaser at the address set forth on EXHIBIT A
attached hereto or at such other address or electronic mail address as the
Company or a Purchaser may designate by ten (10) days advance written
notice to the other parties hereto.


 


6.10        Attorneys’ Fees. 
In the event that any suit or action is instituted under or in relation
to this Agreement, including without limitation to enforce any provision in
this Agreement, the prevailing party in such dispute shall be entitled to
recover from the losing party all fees, costs and expenses of enforcing any
right of such prevailing party under or with respect to this Agreement,
including without limitation, such reasonable fees and expenses of attorneys
and accountants, which shall include, without limitation, all fees, costs and
expenses of appeals.


 


6.11        Titles and Subtitles. 
The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.


 


6.12        Counterparts; Facsimile. 
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.  Facsimile signatures shall
have the same force and effect as originals.


 


6.13        Exculpation Among Purchasers. 
Each Purchaser acknowledges that it is not relying upon any person,
firm, or corporation, other than the Company and its officers and directors, in
making its investment or decision to invest in the Company.  Each Purchaser agrees that no Purchaser nor
the respective controlling persons, officers, directors, partners, agents, or
employees of any Purchaser shall be liable to any other Purchaser for any
action heretofore taken or omitted to be taken by any of them in connection
with the purchase of the Shares.


 


6.14        Pronouns. 
All pronouns contained herein, and any variations thereof, shall be deemed
to refer to the masculine, feminine or neutral, singular or plural, as to the
identity of the parties hereto may require.


 


[SIGNATURE PAGE FOLLOWS]


 


7

















 


IN WITNESS WHEREOF, the parties hereto have executed this FINANCING  AGREEMENT as of
the date set forth in the first paragraph hereof.


 


	
  COMPANY:

  	
   

  
	
   

  	
   

  
	
  OPTIMER
  BIOTECHNOLOGY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Youe-Kong
  Shue, Ph.D.

  	
   

  
	
  Name:

  	
  Youe-Kong Shue, Ph.D.

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  
	
  Address:

  	
  Room W1907, 19F, 3 Yuan Qu Street

  	
   

  
	
   

  	
  Nankang Software Park

  	
   

  
	
   

  	
  Taipei 115, Taiwan

  	
   

  
				



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  OPTIMER PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael N. Chang

  
	
   

  	
  Name:

  	
  Michael N. Chang

  
	
   

  	
  Title:

  	
  CEO

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIMER PHARMACEUTICALS, INC.

  10110 Sorrento Valley Rd.,

  Suite C

  San Diego, CA 92121

  Attn: John Prunty

  	
   

  	
  11,880,000

  	
   

  	
  NT $118,800,000

  	
   

  	
  27,720,000

  	
   

  	
  NT $277,200,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  HUEI HONG INVESTMENT CO., LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chuan-tai Cheng

  
	
   

  	
  Name:

  	
  Chuan-tai Cheng

  
	
   

  	
  Title:

  	
   

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUEI HONG
  INVESTMENT CO., LTD.

  11F, No. 308, Section 2, Bade

  Road

  Taipei 10492, Taiwan

  Attn: Frank Chen

  	
   

  	
  1,188,000

  	
   

  	
  NT $11,880,000

  	
   

  	
  2,772,000

  	
   

  	
  NT $27,720,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  UNIMED INVESTMENT INC.

  
	
   

  	
  合一生技投資股份有限公司

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Lu

  
	
   

  	
  Name:

  	
  William Lu

  
	
   

  	
  Title:

  	
  Chairman

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIMED INVESTMENT
  INC.

  合一生技投資股份有限公司

  3F, No. 308, Section 2, Bade

  Road

  Taipei 10492, Taiwan

  Attn: Howard Lee

  	
   

  	
  1,584,000

  	
   

  	
  NT $15,840,000

  	
   

  	
  3,696,000

  	
   

  	
  NT $36,960,000

  	
   

  



 


[SIGNATURE PAGE TO FINANCING
AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  E.SUN VENTURE CAPITAL CO., LTD.

  
	
   

  	
  玉山創業投資股份有限公司

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nanchou Huang

  
	
   

  	
  Name:

  	
  Nanchou Huang

  
	
   

  	
  Title:

  	
  CEO

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.SUN VENTURE CAPITAL CO., LTD.

  玉山創業投資股份有限公司

  14F, No. 117, Section

  3,Minsheng E. Road

  Taipei 10546, Taiwan

  Attn: Mike Tsai

  	
   

  	
  950,400

  	
   

  	
  NT $9,504,000

  	
   

  	
  2,217,600

  	
   

  	
  NT $22,176,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  HUNG-MEI YEH

  
	
   

  	
  葉鴻美

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hung-Mei Yeh

  
	
   

  	
  Name:

  	
  Hung-Mei Yeh

  
	
   

  	
  Title:

  	
   

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUNG-MEI YEH

  葉鴻美

  14F, No. 117, Section

  3,Minsheng E. Road

  Taipei 10546, Taiwan

  Attn: Mike Tsai

  	
   

  	
  237,600

  	
   

  	
  NT $2,376,000

  	
   

  	
  554,400

  	
   

  	
  NT $5,544,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 
















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  SINOPAC VENTURE CAPITAL CORPORATION

  
	
   

  	
  永豐創業投資股份有限公司

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kuo Chi Yu

  
	
   

  	
  Name:

  	
  Kuo Chi Yu

  
	
   

  	
  Title:

  	
  Chairman

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SINOPAC VENTURE CAPITAL CORPORATION

  永豐創業投資股份有限公司

  6F, No. 306, Section 2, Bade

  Road

  Taipei 10492, Taiwan

  Attn: Eric Chin

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  Futai
  Investment Co., Ltd.

  
	
   

  	
  富鈦投資股份有限公司

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wei-hsu Tan

  
	
   

  	
  Name:

  	
  Wei-hsu Tan

  
	
   

  	
  Title:

  	
   

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Futai Investment Co., Ltd.

  富鈦投資股份有限公司

  1F., No.321, Sec.
  2, Shipai Road

  Beitou Dist. 11267, Taipei

  Taiwan

  Attn: Connie Hsu

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  GLOBAL STRATEGIC INVESTMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shih-Chien Yang

  
	
   

  	
  Name:

  	
  Shih-Chien Yang

  
	
   

  	
  Title:

  	
  Chairman

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GLOBAL STRATEGIC INVESTMENT INC.

  9F, No. 65, Tun Hwa
  South

  Road, Sec. 2

  Taipei 106, Taiwan

  Attn: David Cheng

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  FUBON
  FINANCIAL HOLDING VENTURE CAPITAL CORP.

  
	
   

  	
  富邦金控創業投資股份有限公司

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chu Hsin Lee

  
	
   

  	
  Name:

  	
  Chu Hsin Lee

  
	
   

  	
  Title:

  	
  President

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fubon Financial Holding Venture Capital Corp.

  富邦金控創業投資股份有限公司

  8F, 108, Section 1, Tun Hwa

  South Road

  Taipei 10557, Taiwan

  Attn: Mei-Ann Liu

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
  CHENG HSU JEAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cheng Hsu Jean

  
	
   

  	
  Name:

  	
  Cheng Hsu Jean

  
	
   

  	
  Title:

  	
   

  



 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cheng Hsu
  Jean

  4F, No. 6, alley 33, Lane 361, Wu-hsin Street

  Taipei 110, Taiwan

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  



 


[SIGNATURE PAGE TO
FINANCING AGREEMENT]


 

















 


EXHIBIT A


 


SCHEDULE OF PURCHASERS


 


	
  NAME AND
  ADDRESS

  	
   

  	
  FIRST CLOSING

  SHARES

  	
   

  	
  FIRST CLOSING

  AGGREGATE

  PURCHASE PRICE

  	
   

  	
  SECOND

  CLOSING SHARES

  	
   

  	
  SECOND CLOSING

  AGGREGATE PURCHASE

  PRICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIMER PHARMACEUTICALS, INC.

  10110 Sorrento Valley Rd.,

  Suite C

  San Diego, CA 92121

  Attn: John Prunty

  	
   

  	
  11,880,000

  	
   

  	
  NT $118,800,000

  	
   

  	
  27,720,000

  	
   

  	
  NT $277,200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUEI HONG
  INVESTMENT CO., LTD.

  11F, No. 308, Section 2, Bade

  Road

  Taipei 10492, Taiwan

  Attn: Frank Chen

  	
   

  	
  1,188,000

  	
   

  	
  NT $11,880,000

  	
   

  	
  2,772,000

  	
   

  	
  NT $27,720,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIMED INVESTMENT
  INC.

  合一生技投資股份有限公司

  3F, No. 308, Section 2, Bade

  Road

  Taipei 10492, Taiwan

  Attn: Howard Lee

  	
   

  	
  1,584,000

  	
   

  	
  NT $15,840,000

  	
   

  	
  3,696,000

  	
   

  	
  NT $36,960,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.SUN VENTURE CAPITAL CO., LTD.

  玉山創業投資股份有限公司

  14F, No. 117, Section

  3,Minsheng E. Road

  Taipei 10546, Taiwan

  Attn: Mike Tsai

  	
   

  	
  950,400

  	
   

  	
  NT $9,504,000

  	
   

  	
  2,217,600

  	
   

  	
  NT $22,176,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HUNG-MEI YEH

  葉鴻美

  14F, No. 117, Section

  3,Minsheng E. Road

  Taipei 10546, Taiwan

  Attn: Mike Tsai

  	
   

  	
  237,600

  	
   

  	
  NT $2,376,000

  	
   

  	
  554,400

  	
   

  	
  NT $5,544,000

  	
   

  



 

















 


	
  SINOPAC VENTURE CAPITAL CORPORATION

  永豐創業投資股份有限公司

  6F, No. 306, Section 2, Bade

  Road

  Taipei 10492, Taiwan

  Attn: Eric Chin

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Futai Investment Co., Ltd.

  富鈦投資股份有限公司

  1F., No.321, Sec.
  2, Shipai Road

  Beitou Dist. 11267, Taipei

  Taiwan

  Attn: Connie Hsu

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GLOBAL STRATEGIC INVESTMENT INC.

  9F, No. 65, Tun Hwa
  South

  Road, Sec. 2

  Taipei 106, Taiwan

  Attn: David Cheng

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FUBON FINANCIAL HOLDING VENTURE CAPITAL CORP.

  富邦金控創業投資股份有限公司  

  8F, 108, Section 1, Tun Hwa

  South Road

  Taipei 10557, Taiwan

  Attn: Mei-Ann Liu

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cheng Hsu
  Jean

  4F, No. 6, alley 33, Lane 361, Wu-hsin Street

  Taipei 110, Taiwan

  	
   

  	
  792,000

  	
   

  	
  NT $7,920,000

  	
   

  	
  1,848,000

  	
   

  	
  NT $18,480,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
  19,800,000

  	
   

  	
  NT $198,000,000

  	
   

  	
  46,200,000

  	
   

  	
  NT $462,000,000

  	
   

  



 

















 


EXHIBIT B


 


MILESTONES


 


1.                                         Filing of an investigational new drug
application (“IND”) or equivalent thereof
with the appropriate regulatory authority in Taiwan and the initiation of a
Phase 2/3 trial for OPT-822/821.


 


2.             Filing of an IND with the U.S. Food
and Drug Administration for OPT-88.