**Exhibit 4.1**

 

PROMISSORY NOTE
| UP TO $1,000,000 | New York, New York |
|------------------|--------------------|
|             | April 1, 2007      |

 

 

FOR VALUE RECEIVED,Paramount Acquisition Corp., a Delaware corporation (the “Company”) promises topay to the order of Paramount BioCapital Asset Management, Inc. (‘‘ParamountBiocapital’’) at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (the “Payee”),at such address, or such other place as the Payee may designate from time totime by notice in writing to the Company, an amount equal to the sum of allloans made by the Payee to the Company (the “Principal Sum”) up to ONE MILLIONDOLLARS AND NO/100, in lawful money of the United States of America inaccordance with the terms and conditions hereinafter set forth:

A. PaymentTerms. The Principal Sum shall be due and payable upon demand by the Payee,such date being hereinafter referred to as the “Maturity Date”. The PrincipalSum shall not bear interest.

B. Prepayments.All or any portion of the Principal Sum may be prepaid in whole or in part atany time.

C.Security. This Note, and the Principal Sum, is unsecured.

D. Miscellaneous.

a. No delay or failureon the part of the Payee of this Note to exercise any power or right hereunder,shall operate as a waiver thereof, and no right or remedy of the Payee of thisNote shall be deemed abridged or modified by any course of conduct.

b. This Note shall begoverned by and construed in accordance with the laws of the State of New Yorkapplicable to agreements made and to be performed in New York without givingeffect to applicable conflicts of law principles.

c. This Note cannot bechanged or terminated orally, but only by a writing signed by the Company andthe Payee.

d. By executing thisNote the individual signing below represents and warrants that he has the powerand authority to act for and bind the Company and that the Company has dulyauthorized the execution and delivery of this Note, and such individual agreesthat the Payee is entitled to rely upon such representation and warranty.

e. The Payee, withoutprejudice to any other rights, is authorized to proceed against the Company toenforce its rights under this Note. The powers and remedies of the Payee underthis Note shall not be exclusive of any other powers, rights or remediesavailable to the Payee.

f. Any and all noticesor other communications required or permitted under this Note shall be inwriting and shall be deemed given upon (1) personal delivery, (2) upon the nextbusiness day if sent by overnight courier service, or (3) upon the thirdbusiness day next following the mailing of such notice by certified orregistered mail, return receipt requested, to the respective addresses of theCompany and the Payee or to such

 

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other address as the Companyor the Payee may specify by written notice given as aforesaid.
|        | PARAMOUNT ACQUISITION CORP.                |
|--------|--------------------------------------------|
|   |                                       |
|   | By:                                        | /s/ J. Jay Lobell |   |
|   | Name: J. Jay Lobell                   |
|   | Title:   Chief Executive Officer |

 

 

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