cdxp_ex101.htm


    EXHIBIT
10.1

    EXTENSION
AND BRIDGE FUNDING AGREEMENT

    


    THIS EXTENSION AND BRIDGE FUNDING
AGREEMENT (this “Agreement”) is entered into on
February 17,
2010 by and among Cordex
Pharma, Inc., a Nevada corporation, f/k/a Duska Therapeutics, Inc., a
Nevada corporation (the “Company”), and the Company’s
subsidiary Duska Scientific Co., a Delaware corporation (such subsidiary,
the “Guarantor”
and together with the Company, the “Debtors”), on the one hand,
and Platinum-Montaur Life
Sciences LLC (“PMLS”), Platinum Long Term Growth VI, LLC (“PLTG”), Firebird
Global Master Fund Ltd. (“FGMF”), Firebird Global Master Fund II Ltd. (“FGMF
II”), ICON Capital Partners, LP (“ICP”), Philip and Debra Sobol Trust (“PDST”)
and BridgePointe Master
Fund Ltd. (“BridgePointe,” together with
PMLS, PLTG, FGMF, FGMF II and PDST, each individually referred to as a “Holder” and collectively as
the “Holders”), on the
other hand.  Capitalized terms not defined in this Agreement shall
have the meanings ascribed to such terms in each of the Securities Purchase
Agreement (as defined below) or in each of the Debentures (as defined
below).

    


    WHEREAS, pursuant to a Note
and Warrant Purchase Agreement dated on or about September 26, 2007 (the “Securities Purchase
Agreement”) by and among the Company and the Holders, the Company issued
to the Holders (a) an aggregate principal amount equal to $5,900,000 of the
Company’s Senior Secured Convertible Promissory Notes Due September 26, 2009,
issued on or about September 26, 2007 (the “Debentures”), (b) short term
warrants to purchase an aggregate of 14,750,000 shares of Common Stock, with a
Date of Issuance of September 26, 2007 and an initial exercise price of $0.50 per share (the
“Short Term Warrants”) and (c) long term
warrants to purchase an aggregate of 14,375,000 shares of Common Stock, with a
Date of Issuance of September 26, 2007 and an initial exercise price of $0.44, per share (the
“Long Term Warrants” and
together with the Short Term Warrants referred to as the “Warrants,” and the Warrants
together with the Debentures, collectively referred to herein as the “Securities”);

     

    WHEREAS, pursuant to a
Guaranty agreement (the “Guaranty”), dated as of
September 26, 2007, by the Guarantor, in favor of the Holders, the Guarantor
guaranteed payment of the Company’s obligations under the Debentures to the
Holders;

     

    WHEREAS, pursuant to the
Amendment to Debentures and Warrants Agreement and Waiver dated as of October
19, 2009 (the “October
Amendment Agreement”), among the Company, the Guarantor and the Holders,
as amended by one or more the Extensions to the Amendment to Debentures and
Warrants Agreement and Waiver, among the Holders, the Company and the Guarantor,
the parties thereto agreed, among other things, to extend the maturity date of
the Debentures to January 8, 2010, and to increase the principal amounts of the
Debentures as set forth on Schedule A thereto;

    


    WHEREAS, pursuant to the
Extension and Bridge Funding Agreement among the Company, the Guarantor and the
Holders, dated as of January 20, 2010 (the “January Amendment Agreement”
and, together with the October Amendment Agreement, the “Amendment Agreements”), the
Company issued secured Bridge Notes (the “January Notes”) to certain of
the Holders and the parties thereto agreed, among other things, to extend the
maturity date of the Debentures to February 28, 2010 and to increase the
principal amounts of the Debentures as set forth on Schedule A
thereto;

    


    
      
        
        

      

      
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    WHEREAS, the Holders have
agreed to subordinate their security interest in the collateral currently
securing the Debentures to the Debtors’ obligations under the Bridge Loan and
Bridge Guaranty (each as defined below); and

    


    WHEREAS, the Company has
requested that the Holders further extend the Maturity Date of the Debentures
and the January Notes, and the Holders have agreed to such extension on the
terms and conditions set forth herein.

    


    NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, and
intending to be legally bound hereby, the undersigned parties hereby agree as
follows:

    


    Incorporation of Preliminary
Statements. The Recitals set forth above by this reference hereto are
hereby incorporated into this Agreement.

    


    1. Certain
Definitions.  Terms used herein and not defined shall have the
meanings set forth in the Securities Purchase Agreement.

    


    2. Confirmation of Outstanding
Principal Amounts of the Debentures.  The Company and the
Holders acknowledge that the outstanding principal amounts of the respective
Debentures of each Holder, as of immediately prior to this Agreement, is as set
forth in the Schedule
“A” under the heading “Outstanding Principal Amounts.”

    


    3. Amendment to Debentures and
Securities Purchase Agreement.  Each of the Debentures and the
January Notes is hereby amended as follows:

    


    The
“Maturity Date” in the Debentures and the January Notes is hereby redefined to
mean March 31, 2010; provided, that it is understood that interest shall
continue to accrue on the principal amount of the Debentures until paid in full
at the Default Rate set forth therein.

    


    4. Bridge
Funding.  On the date hereof, PMLS, PLTG, FGMF, FGMF II and
BridgePointe (collectively, the “Bridge Lenders”) are advancing
to the Company an aggregate of $50,000 (the “Bridge Loan”), with each
Bridge Lender advancing the sum set forth opposite such Bridge Lender’s name on
Schedule “B”
hereto.  Each Holder hereby consents to the Bridge Loan up to the
specified amount, and waives any right of participation or similar rights with
respect thereto (including pursuant to Section 3.19 of the Purchase Agreement)
and acknowledges and agrees that the Bridge Loan shall not be deemed to be a
“Triggering Issuance” for purposes of the Amendment Agreement.  Each
Bridge Lender shall be issued a Bridge Note, in substantially the form attached
hereto as Exhibit A (collectively, the “Bridge Notes”), to evidence
its portion of the Bridge Loan and the Guarantor is entering into a Guaranty
(the “Bridge Guaranty”)
in favor of the Bridge Lenders guaranteeing repayment of the Bridge Loan to the
Bridge Lenders.  The Debtors’ obligations under the Bridge Loan and
Bridge Guaranty shall be secured by all collateral currently securing the
Debentures; provided, that, the Debtors’ obligations under the Bridge Notes
(together with all costs of collecting such obligations including attorneys’
fees) shall be deemed senior, in payment and security, to their obligations
under the Debentures set forth above but shall be on a parity basis with the
Debtors’ obligations under the January Notes.  The Debtors hereby
ratify and confirm the security interest granted to the Bridge Lenders pursuant
to the Security Agreement and the other Transaction Documents and agree that the
term “Obligations” under the Security Agreement be deemed to mean and include
the obligations under the Bridge Notes and Bridge Guaranty.  It is
understood and agreed that the Bridge Loans (including all amounts payable under
the Bridge Notes) shall, in all events, be paid in full prior to any payment
made in respect of the Debentures.  Each Holder covenants and agrees
to note on the face of each Debenture held by it that such Debenture is subject
to the provisions of this Agreement.  Each Holder hereby consents to
the incurrence by the Debtors of the indebtedness evidenced by the Bridge
Notes.

    


    
      
        
        

      

      
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    5. Agreement and Clarification
Regarding Amended Debentures. It is the intention of the Holders and
the Company that the Rule 144 holding periods for the shares issuable upon
conversion of the Debentures will tack to, and run from, the September 26, 2007
Original Issue Dates of the Debentures and the Company hereby acknowledges such
tacking (the “Hold Period
Tacking”).  If an opinion of counsel is required by the
transfer agent in order to issue unlegended shares upon the conversion of a
Debenture, the Company and its legal counsel agree to accept an opinion of
counsel from Holder’s legal counsel confirming the Hold Period Tacking of such
holding periods regarding the Debentures, in each case as amended hereby (the
“Tacking Opinion”) and,
if required by the transfer agent, also confirming the non-affiliate status of
the Holder (“Affiliate
Opinion”).   Prior to and as a condition to the
effectiveness of this Agreement, the Company shall provide a letter (the “Counsel Acceptance Letter”),
signed by its outside counsel, stating that such counsel agrees to accept a
Tacking Opinion and Affiliate Opinion presented by an attorney reasonably
experienced in securities law as legal counsel for the Holder.

    


     Upon
receipt of a Tacking Opinion and/or Affiliate Opinion from the Holder’s legal
counsel, the Company’s legal counsel shall submit an opinion of counsel to the
transfer agent and the Company which confirms and acknowledges the Tacking
Opinion and the Affiliate Opinion (the “Company Counsel
Opinion”).  At such time as the Holders or transfer agent shall
so require in connection with the conversion of a Debenture, the Company shall
provide the Company Counsel Opinion, signed by Company’s counsel, to the Holder
or the transfer agent (or an updated, or bring-down opinion, if required by the
transfer agent).  The Company agrees not to take a position contrary
to this Section 5 provided that applicable law is not amended after the date
hereof to require the Company to take a contrary position.  In
addition to, and without limiting the rights and obligations of the parties
under the Transaction Documents, the Company agrees to use its best
efforts to take all actions, including, without limitation, use
its best efforts to cause the issuance by its legal counsel of any legal
opinions necessary to issue to the Holders any Debentures and Warrants (and for
the underlying shares issuable upon the conversion or exercise thereof) without
restriction and not containing any restrictive legend without the need for any
action by the Holder, except that the Company may request the applicable holder
to provide a customary Rule 144 representation letter, with such
issuance to otherwise be made in accordance with the terms and conditions of the
applicable Transaction Documents.

    


    6. Amendments.  No
provision of this Agreement may be waived or amended except in a written
instrument signed by the Company and by the Holders then holding at least 80% of
the outstanding principal amount of the Debentures (the “Required Holders”),
provided that there shall be no amendment or waiver of the provisions of this
Agreement related to the senior security interest with respect to the Bridge
Notes except in a written instrument signed by the Company and by each of the
Holders.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right.

    


    
      
        
        

      

      
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    7. Capitalization.  The
capitalization of the Company as of the date hereof, immediately following and
accounting for the effectiveness of this Agreement, is as set forth on Schedule “C”, which
Schedule shall also include the number of shares of Common Stock owned
beneficially, and of record, by Affiliates of the Company as of the date
hereof.

    


    8. Release.  The Debtors hereby
knowingly and voluntarily forever release, acquit and discharge the Holders from
and of any and all claims that the Holders, their affiliates or their agents are
in any way responsible for the past or current condition or deterioration of the
business operations and/or financial condition of the Debtors, and from and of
any and all claims that the Holders breached any agreement to loan money or make
other financial accommodations available to the Debtors or to fund any
operations of the Debtors at any time. The Debtors also hereby knowingly and
voluntarily forever release, acquit and discharge the Holders (and their
affiliates and agents) from and of any and all other claims, damages, losses,
actions, counterclaims, suits, judgments, obligations, liabilities, defenses,
affirmative defenses, setoffs, and demands of any kind or nature whatsoever, in
law or in equity, whether presently known or unknown, which the Debtors may have
had, now have, or which it can, shall or may have for, upon, or by reason of any
matter, course or thing whatsoever relating to, arising out of, based upon, or
in any manner connected with, any transaction, event, circumstance, action,
failure to act, or occurrence of any sort or type, whether known or unknown,
which occurred, existed, was taken, permitted, begun, or otherwise related or
connected to or with any or all of the obligations under Debentures, this
Agreement, any or all of the Transaction Documents, and/or any direct or
indirect action or omission of the Holders related to any or all of the
obligations under Debentures, this Agreement, any or all of the Transaction
Documents.  The Debtors further agree that from and after the date
hereof, it will not assert to any person or entity that any deterioration of the
business operations or financial condition of the Debtors was caused by any
breach or wrongful act of the Holders (and their affiliates or agents) that
occurred prior to the date hereof.

    


    9. Effect on Transaction
Documents. Subject to the
amendments provided herein, all of the terms and conditions of the Transaction
Documents and the Amendment Agreement shall continue in full force and effect
after the execution of this Agreement and shall not be in any way changed,
modified or superseded by the terms set forth herein, including but not limited
to, any other obligations the Company may have to the Holders under the
Transaction Documents and the Amendment Agreement
provided however that references to Securities, Debentures and Notes in the
Transaction Documents shall include such securities, as amended hereby, and the
shares underlying such securities.  Except as expressly set
forth herein, this Agreement shall not be deemed to be a waiver, amendment or
modification of any provisions of the Transaction Documents or of any right,
power or remedy of the Holders, or constitute a waiver of any provision of the
Transaction Documents, or any other document, instrument and/or agreement
executed or delivered in connection therewith, in each case whether arising
before or after the date hereof or as a result of performance hereunder or
thereunder.  The Holders reserve all rights, remedies, powers, or
privileges available under the Transaction Documents and the Amendment
Agreement, at law or otherwise.  This Agreement shall not constitute a
novation or satisfaction and accord of the Transaction Documents or any other
document, instrument and/or agreement executed or delivered in connection
therewith, including, without limitation, the Security Agreement.

    


    
      
        
        

      

      
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    10. Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the applicable
Transaction Document.

    


    11. Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of the Holders. The Company may not assign (except by
merger) its rights or obligations hereunder without the prior written consent of
the Holders.  The Holders may assign their respective rights hereunder
in the manner and to the Persons as permitted under the applicable Transaction
Document.

    


    12. Execution and
Counterparts.  This Agreement may be executed in two or more
counterparts, all of which when taken together 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, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

    


    13. Governing Law and
Venue.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the venue for court actions
shall be determined in accordance with the provisions of the Transaction
Documents.

    


    14. Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

    


    15. Headings.  The
headings in this Agreement are for convenience only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    
      
        
        

      

      
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    16. Closing
Conditions.  Prior to and as a condition to closing of this
Agreement, the Company shall provide to the Holders (i) a certificate, signed by
the president and chief executive officer of the Company, certifying that no new
lawsuits or material changes have occurred in the business of the Company or its
Subsidiaries since the Company’s last 10-Q for the period ended September 30,
2009 other than in connection with this transaction, and (ii) all other
documents required to be delivered by the Company hereunder shall have been
executed and delivered to the Holders.

     

    17. Representations and
Warranties; Corporate Authority.  The Company hereby makes the
representations and warranties set forth below to the Holders that as of the
date of its execution of this Agreement:

    


    (a)           The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.  The execution and
delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Company and no further action is required by such
Company, its board of directors or its stockholders in connection
therewith.  This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof will constitute the valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

    


    (b)           The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby do not and
will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, or (ii) conflict with, or constitute a material default (or
an event that with notice or lapse of time or both would become a default)
under, result in the creation of any lien upon any of the properties or assets
of the Company, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which
the Company is a party or by which any property or asset of the Company is bound
or affected, or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected.

    


    (c)           No
consideration has been offered or paid to any person to amend or consent to a
waiver, modification, forbearance or otherwise of any provision of any of the
Transaction Documents.

     

    
      
        
        

      

      
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    (d)           All
of the Company’s warranties and representations contained in this Agreement
shall survive the execution, delivery and acceptance of this Agreement by the
parties hereto.  Except as otherwise set forth on the disclosure
schedule attached hereto as Schedule “D,” the
Company expressly reaffirms that each of the representations and warranties set
forth in the Securities Purchase Agreement continues to be true, accurate and
complete, and the Company hereby remake and incorporate herein by reference each
such representation and warranty as though made on the date of this
Agreement.

    


    18. Amendments and
Waivers.  The Holders hereby waive the Debtors’ failure to make
interest payments when due on February 1, 2010 (it being agreed that such
interest shall be payable on the Maturity Date of the Debentures as extended
hereunder).  No waiver of any default with respect to any provision,
condition or requirement of this Agreement or the other Transaction Documents
shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of either party to exercise any right
hereunder in any manner impair the exercise of any such right.

    


    19. Joint
Preparation.  Each of the parties hereto acknowledges that this
Agreement has been prepared jointly by the parties hereto, and shall not be
strictly construed against either party. Notwithstanding the above, the parties acknowledge that
no Holder has agreed to act with any other Holder for the purposes of acquiring,
holding, voting or disposing of any securities of the Company for purposes of
Section 13(d) of the Exchange Act.

    


    20. Amendments Not Effective
Until All Parties Agree.  The amendments herein shall not be
effective unless and until the Company, its undersigned subsidiaries and all of
the Holders of the Debentures shall have agreed to the terms and conditions
hereunder.

    


    21. Disclosure and Filing of
8-K.  Except with respect to the
material terms and conditions of the transactions contemplated by this
Agreement, the Company confirms that neither it nor any other Person acting on
its behalf has provided any of the Holders or their agents or counsel with any
information that it believes constitutes or might constitute material, nonpublic
information. On or before the second (2nd) Trading Day immediately following the date hereof, the
Company shall file a Current Report on Form 8-K, reasonably acceptable to each
Investor disclosing the material terms of the transaction contemplated hereby,
which shall include this Agreement and all schedules and exhibits hereto as an
attachment thereto.   The
Company represents, warrants and covenants that it will include all necessary
information in the Form 8-K referred to above such that, immediately following
the filing of the Form 8-K referred to above, the Holders will not be in
possession, by receipt from the Company or anyone under the Company’s control,
of any material non-public information pertaining to the Company or any of its
subsidiaries and the Company shall not disclose any material non-public
information pertaining to the Company or any of its subsidiaries to any of the
Holders in the future, including the factual basis of an Event of Default or
Triggering Event under the Debentures, or a breach of this Agreement, and
including any other information or notice that the Company would otherwise be
required to provide to an Holder under the terms of this Agreement or the
Transaction Documents, unless the Holder has first agreed in writing to receive
such information.

     

    
      
        
        

      

      
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    22. INDEPENDENT NATURE OF
HOLDERS’ OBLIGATIONS AND RIGHTS.  THE COMPANY HAS ELECTED TO
PROVIDE ALL HOLDERS WITH THE SAME TERMS AND FORM OF THIS AGREEMENT FOR THE
CONVENIENCE OF THE COMPANY AND NOT BECAUSE IT WAS REQUESTED TO DO SO BY THE
HOLDERS.  THE OBLIGATIONS OF EACH INVESTOR UNDER THIS AGREEMENT, AND
ANY TRANSACTION DOCUMENT ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY
OTHER HOLDER, AND NO HOLDER SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE
OR NON-PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER INVESTOR UNDER THIS AGREEMENT
OR ANY TRANSACTION DOCUMENT. NOTHING CONTAINED HEREIN OR IN ANY TRANSACTION
DOCUMENT, AND NO ACTION TAKEN BY ANY INVESTOR PURSUANT THERETO, SHALL BE DEEMED
TO CONSTITUTE THE HOLDERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR
ANY OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE HOLDERS ARE IN ANY
WAY ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE TRANSACTION
DOCUMENTS.  EACH INVESTOR SHALL BE ENTITLED TO INDEPENDENTLY PROTECT
AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT LIMITATION, THE RIGHTS ARISING OUT OF
THIS AGREEMENT OR OUT OF THE OTHER TRANSACTION DOCUMENTS, AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER INVESTOR TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE. EACH INVESTOR HAS BEEN REPRESENTED BY ITS OWN
SEPARATE LEGAL COUNSEL IN THEIR REVIEW AND NEGOTIATION OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS.

    

      
        
           


        

        
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    IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.

     

    Company:

    


    CORDEX
PHARMA, INC.

    


    By:
_______________________

    Name:
James Kuo, M.D., MBA

    Title:
Chief Executive Officer

    


    Guarantor:

    


    DUSKA
SCIENTIFIC CO.

    


    By:
_______________________

    Name:
James Kuo, M.D., MBA

    Title:
Chief Executive Officer

     

    
      Extension
and Bridge Funding AG_Execution Version (RCP Final 2-17-2010).doc

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    


    
 Holders:

    


    BRIDGEPOINTE
MASTER FUND LTD.

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
 

    PLATINUM-MONTAUR
LIFE SCIENCES LLC

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
 

    PLATINUM
LONG TERM GROWTH VI, LLC

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
 

    FIREBIRD
GLOBAL MASTER FUND LTD.

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
 

    FIREBIRD
GLOBAL MASTER FUND II LTD.

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
 

    ICON
CAPITAL PARTNERS, LP

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
 

    PHILIP
AND DEBRA SOBOL TRUST

    By:
________________________________

    Name:
______________________________

    Title:
_______________________________

     

    
       

      
        
          
          

        

        
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    Schedule
A

    


    Outstanding
Principal Amounts of the Debentures of Each Holder

    


    
      	 
      	
              Principal
      Amount of Holder's Debenture On Date Of Issuance*

            	
              Default
      Interest Accrued from 4/1/2009 through 6/29/2009

            	
              Total
      Amount of Unpaid Interest Accrued from 6/30/2009 through
      11/1/2009

            	
              Principal
      Amount of Holder’s Debentures as Increased After October 2009
      Amendment

            	
              Principal
      Amount of Holder’s Debentures as of the Date Hereof , Which Accounts for
      the Increase in

              Principal
      Amount  of 2.5% Following the January Amendment
      Agreement

            	
              Holder’s
      Post Closing Pro Rata Portion

            
	
              Platinum
      Montaur Life Sciences

            	
                       
         1,326,923

            	
                                   61,434

            	
                                   48,803

            	
                                   1,802,341

            	
                   1,847,399

            	
              22.5%

            
	
              Platinum
      Long Term Growth VI

            	
                       
         1,326,923

            	
                                   61,434

            	
                                   48,803

            	
                                   1,802,341

            	
                    1,847,399

            	
              22.5%

            
	
              Bridgepointe
      Master Fund Ltd

            	
                    
            1,326,923

            	
                                   61,434

            	
                                   48,803

            	
                                   1,802,341

            	
                     1,847,399

            	
              22.5%

            
	
              Firebird
      Global Master Fund Ltd

            	
                              884,615

            	
                                   40,956

            	
                                   32,535

            	
                                   1,201,560

            	
                     1,231,599

            	
              15.0%

            
	
              Firebird
      Global Master Fund II Ltd

            	
                              884,615

            	
                                   40,956

            	
                                   32,535

            	
                                   1,201,560

            	
                      1,231,599

            	
              15.0%

            
	
              Icon
      Capital Partners LLP

            	
                              100,000

            	
                                     4,630

            	
                                     3,678

            	
                                      135,829

            	
                       
      139,224

            	
              1.7%

            
	
              Philip
      & Debra Sobol Trust

            	
                                50,000

            	
                                     2,315

            	
                                     1,839

            	
                                        67,914

            	
                           69,612

            	
              0.8%

            
	 
      	
                      
          5,900,000

            	
                             
         273,158

            	
                                 216,995

            	
                                   8,013,886

            	
                      8,214,233

            	
              100.0%

            


    

     

    * = Amount does not include
the Bridge Notes issued to the Holders on or about January [19],
2010

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    Schedule
B

     

    
      	
              
Bridge
      Lender

            	
              Outstanding
      Principal Amount of Holder's Debenture at 12/31/07

            	
              %
      of total

            	
              January
      Bridge Loan Principal Amount

            	 
      	
              February
      Bridge Loan Principal Amount

            	 
      
	
              Platinum
      Montaur Life Sciences

            	
              1,326,923

            	
              22.5%

            	
              8,073

            	
              22.7%

            	
              11,538.46

            	
              23.1%

            
	
              Platinum
      Long Term Growth VI

            	
              1,326,923

            	
              22.5%

            	
              8,073

            	
              22.7%

            	
              11,538.46

            	
              23.1%

            
	
              Bridgepointe
      Master Fund Ltd

            	
              1,326,923

            	
              22.5%

            	
              7,073

            	
              22.7%

            	
              11,538.46

            	
              23.1%

            
	
              Firebird
      Global Master Fund Ltd

            	
              884,615

            	
              15.0%

            	
              5,049

            	
              15.1%

            	
              7,692.31

            	
              15.4%

            
	
              Firebird
      Global Master Fund II Ltd

            	
              884,615

            	
              15.0%

            	
              5,049

            	
              15.1%

            	
              7,692.31

            	
              15.4%

            
	
              Icon
      Capital Partners LLP

            	
              100,000

            	
              1.7%

            	
              684

            	
              1.7%

            	
              -

            	
              0.0%

            
	
              Philip
      & Debra Sobol Trust

            	
               50,000

            	
              0.8%

            	
              -

            	
              0.0%

            	
              -

            	
              0.0%

            
	 
      	
              5,900,000

            	
              100.0%

            	
              34,000

            	
              100.0%

            	
              50,000.00

            	
              100.0%

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Schedule
D

    


    Disclosure

     

    
 

    Schedule
D- Exceptions to the Representations and Warranties

     

    Capitalization-
Schedule A and the Company's filings with the SEC  disclose the current
capitalization of the Company and all outstanding options and warrants as
well as commitments and contracts regarding the issuance of securities by the
Company

     

    Material
Adverse Change-The Company's financial condition has changed adversely and it is
in default under the agreement with the note holders as well as its agreements
with Cato and DSM

     

    Indebtedness-Money
is owed to Cato and DSM; Cato is owed $221,081.10; DSM is claiming
$310,825.22.

     

    Disclosure-information
regarding agreements with Ladenburg Thalmann & Co., Inc and WBB Securities,
Inc. has not been disclosed publicly

     

    Material
Agreements-See Material Adverse Change

     

    Absence
of Certain Developments

     

    Changes
in compensation-Dr. Kuo's salary has been suspended; effective 12/31/09, Dr.
Pelleg was furloughed, but was recalled and paid a salary amount less than that
in his contract.

     

    Changes
in Management – Dr. Kuo resigned as CEO effective February 1, 2010; Wayne Lorgus
resigned as CFO effective February 4, 2010; Shepard Goldberg was appointed
CEO

     

    The
company received a letter dated 12/7/09 from DSM’s Legal & Government
Affairs department which provided formal notice of a claim for outstanding
invoices of $310,825.22.

     

    
      
        
        

      

      
        13