fs1ex10xiii_iaso.htm


    Exhibit 10.13

     

    

     

    AMENDMENT NO. 1 TO LOAN AGREEMENT

     

    This
Amendment No. 1 (the "Amendment") dated as of November 10, 2009, is between Bank
of America, N.A. (the "Bank") and Paramount Biosciences, LLC, Mt. Cook Pharma,
Inc., Pacific Beach Biosciences, Inc., Balboa Biosciences, Inc., Coronado
Biosciences, Inc., Asphelia Pharmaceuticals, Inc. and Ventrus Biosciences, Inc.
(the "Borrower").

     

    RECITALS

     

    A.     The
Bank and the Borrower entered into a certain Loan Agreement dated as of December
10, 2008 (together
with any previous amendments, the "Agreement").

     

    B.     The
Bank and the Borrower desire to amend the Agreement.

     

     

    AGREEMENT

     

    1.   
Definitions. Capitalized terms used but not
defined in this Amendment shall have the meaning given to them in the
Agreement.

     

    2.   Amendments. The
Agreement is hereby amended as follows:

     

    
      2.1  In
Paragraph 1.1 Line of Credit Amount, the amount "$2,000,000.00" is changed to
"$1,000,000.00".

    

     

    
      2.2  In
Paragraph 1.2 Availability Period, the date "November 6, 2009" is changed to
"November 5, 2010".

    

     

    2.3 Paragraph
5.8 Guaranty is hereby deleted in its entirety.

     

    3. Representations and
Warranties. When the Borrower signs this Amendment, the Borrower
represents and warrants to the Bank that: (a) there is no event which is, or
with notice or lapse of time or both would be, a default under the Agreement
except those events, if any, that have been disclosed in writing to the Bank or
waived in writing by the Bank (b) the representations and warranties in the
Agreement are true as of the date of this Amendment as if made on the date of
this Amendment, (c) this Amendment does not conflict with any law, agreement, or
obligation by which the Borrower is bound, and (d) if the Borrower is a business
entity or a trust, this Amendment is within the Borrower's powers, has been duly
authorized, and does not conflict with any of the Borrower's organizational
papers.

     

    4. Conditions. This
Amendment will be effective when the Bank receives the following items, in form
and content acceptable to the Bank:

     

    
      	
              4.1  

            	
              If
      the Borrower or any guarantor is anything other than a natural person,
      evidence that the execution, delivery, and performance by the Borrower
      and/or such guarantor of this Amendment and any instrument or agreement
      required under this Amendment have been duly
  authorized.

            


    

     

    
      	
              4.2  

            	
              Payment
      by the Borrower of a loan renewal fee in the amount of Seventeen Thousand
      Five Hundred Dollars and No Cents
($17,500.00).

            


    

     

    
      
        
        

      

      
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    5. Effect of Amendment.
Except as provided in this Amendment, all of the terms and conditions of the
Agreement shall remain in full force and effect.

     

    6. Counterparts. This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument.

     

    7. FINAL AGREEMENT. BY
SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR
OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER
HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF
TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
UNDERSTANDINGS OF THE
PARTIES.

     

    The
parties executed this Amendment as of the date stated at the beginning of this
Amendment, intending to create an instrument executed under seal.

     

    
      
        	 	BANK:	 
	 	 	 
	 	Bank of America,
      N.A	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christina
      Boyle	 
	 	 	Christina
      Boyle, Senior Vice President	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
         


      

      
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      	 	BORROWER(S): 	 
	 	 	 	 	 
	 	Paramount  Biosciences,
      LLC	 
	 	 	 	 	 
	 	By:	 	/s/  Lindsay A.
      Rosenwald	 [seal]
	 	 	 	Lindsay A.
      Rosenwald, M.D., Member	 
	 	 	 	 	 
	 	Mt. Cook Pharma, Inc.	 
	 	 	 	 	 
	 	By:	 	/s/  Stephen
      Pilatzke	 [seal]
	 	 	 	Stephen Pilatzke,
      Corporate Treasurer	 
	 	 	 	 	 
	 	Pacific Beach Biosciences, Inc.	 
	 	 	 	 	 
	 	By:	 	/s/  Stephen
      Pilatzke	 [seal]
	 	 	 	Stephen Pilatzke,
      Corporate Treasurer	 
	 	 	 	 	 
	 	Balboa Biosciences, Inc.	 
	 	 	 	 	 
	 	By:	 	/s/  Stephen
      Pilatzke	 [seal]
	 	 	 	Stephen Pilatzke,
      Corporate Treasurer	 
	 	 	 	 	 
	 	Coronado Biosciences, Inc.	 
	 	 	 	 	 
	 	By:	 	/s/  Stephen
      Pilatzke	 [seal]
	 	 	 	Stephen Pilatzke,
      Corporate Treasurer	 
	 	 	 	 	 
	 	Asphelia Pharmaceuticals, Inc.	 
	 	 	 	 	 
	 	By:	 	/s/  Stephen
      Pilatzke	 [seal]
	 	 	 	Stephen Pilatzke,
      Corporate Treasurer	 
	 	 	 	 	 
	 	 	 	 	 
	 	Ventrus Biosciences, Inc.	 
	 	 	 	 	 
	 	By:	 	/s/  Stephen
      Pilatzke	 [seal]
	 	 	 	Stephen Pilatzke,
      Corporate Treasurer	 
	 	 	 	 	 


    

     

    
      
        
        

      

      
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