exv10w21



 





Exhibit 10.21




ESCROW AGREEMENT




     This Escrow Agreement (“Escrow Agreement”), dated as of July [ ], 2007, is entered into, by
and among Polymedix, Inc., a Delaware corporation (the “Company”), Needham & Company LLC (“Needham”
or the “Lead Placement Agent”) and WBB Securities, LLC (“WBB” and together with Needham, the
“Placement Agents”) and JPMorgan Chase Bank, N.A., a national banking association incorporated
under the laws of the United States of America (the “Escrow Agent”).



     WHEREAS, the Company and the Placement Agents have entered into a Placement Agency Agreement
(“Placement Agreement”) dated as of the date hereof by and between the Company and the Placement
Agents, pursuant to which the Company proposes to issue and sell [                    ] shares and [                    ]
warrants to purchase [                    ] shares of its common stock, $0.001 par value per share (the “Units”),
to certain investors (the “Investors,” or each, a “subscriber”);



     WHEREAS, the Company has filed with the Securities and Exchange Commission a registration
statement on Form SB-2 (Registration No.333-142787) (which, together with all amendments or
supplements thereto, is referred to herein as the “Registration Statement”);



     WHEREAS, the Placement Agents, as agents of the Company, propose to solicit offers to purchase
the Units from the Company by the Investors and to receive subscriptions from such Investors for
the total number of Units being offered pursuant to the terms and conditions of the Placement
Agreement;



     WHEREAS, with respect to all subscription payments received from subscribers (the
“Subscription Payments”), the parties propose to establish an escrow account with the Escrow Agent
at the office of its escrow administration, JPMorgan Chase Bank, N.A., Institutional Trust
Services, 4 New York Plaza, 21st Floor, New York, New York 10004.



     WHEREAS, the offering of the Units will terminate on December 31, 2007 and, if Subscription
Payments for the total number of Units have not been received by the Company on or before such
date, no Units will be sold and all Subscription Payments made by subscribers will be refunded by
the Escrow Agent pursuant to the terms and conditions of this Agreement, without interest; and



     WHEREAS, the parties hereto desire to establish the terms and conditions pursuant to which the
escrow account will be established and maintained.



     NOW THEREFORE, it is agreed as follows:



     1. Establishment of Escrow. The Escrow Agent hereby agrees to establish a
non-interest bearing escrow-account (the “Escrow Account”), for the deposit with the Escrow Agent
of the Subscription Payments and to receive and disburse the proceeds from such Subscription
Payments in accordance with the terms and conditions of this Escrow Agreement.



 









 





     2. Deposit of Escrowed Property. The subscribers for the Units shall deposit with the
Escrow Agent funds (via wire transfer or check) evidencing the Subscription Payments of the
subscribers delivered in payment for the Units (the “Escrowed Property”). Any checks delivered to
the Escrow Agent pursuant to the terms hereof shall be made payable to or endorsed to the order of
the Escrow Agent. The Escrow Agent upon receipt of such checks shall present such checks for
payment to the drawee-bank under such checks. Any checks not honored by the drawee-bank thereunder
after the first presentment for payment shall be returned to the Lead Placement Agent, on behalf of
such subscriber, in the same manner notices are delivered pursuant to Section 5 hereof. Upon
receipt of funds or checks from the subscribers, the Escrow Agent shall credit such funds and the
amount of such checks to the Escrow Account. If following the credit of the amount of any check to
the Escrow Account such check is dishonored, the Escrow Agent shall liquidate to the extent of such
dishonored check amount and debit the Escrow Account for the amount of such dishonored check.



     3. List of Subscribers. The Lead Placement Agent shall furnish or cause to be
furnished to the Escrow Agent and the Company, at the time of each deposit of funds or checks
pursuant to Section 2 hereof, a list, substantially in the form of Exhibit A hereto,
containing the name, the address, the number of Units subscribed for, the Subscription Payment
delivered to the Escrow Agent, and the social security or certified taxpayer identification number,
if applicable, of each subscriber whose funds are being deposited (the “Subscriber List”). The
Escrow Agent shall notify the Placement Agents and the Company of any discrepancy between the
amount of the Subscription Payments set forth on the Subscriber List delivered pursuant to this
Section 3 and the amount of any Subscription Payment received by the Escrow Agent. The Escrow
Agent is authorized to revise the Subscriber List, upon written approval of the Lead Placement
Agent, to reflect the actual amount of Subscription Payments received and the release of any
Subscription Payment pursuant to Section 4 hereof.



     4. Withdrawal of Subscription Amounts. (a) If the Escrow Agent shall receive a (i)
written notice, substantially in the form of Exhibit B hereto (an “Offering Termination
Notice”), from the Company; or (ii) a final and non-appealable order of a court of competent
jurisdiction, a copy of which is delivered to the Escrow Agent by either the Company or the Lead
Placement Agent, that instructs the Escrow Agent as to the disbursement of the Escrowed Property,
the Escrow Agent shall promptly after receipt of such Offering Termination Notice or court order,
and the clearance of all checks received by the Escrow Agent as Escrowed Property and in no event
more than five business days thereafter send to each subscriber listed on the Subscriber List held
by the Escrow Agent pursuant to Section 3 hereof whose total subscription amount shall not have
been released pursuant to paragraph (b) or (c) of this Section 4, in the manner set forth in
paragraph (d) of this Section 4, a check to the order of such subscriber in the amount attributable
to such subscriber of the remaining Subscription Payment held by the Escrow Agent as set forth on
such Subscriber List held by the Escrow Agent. The Escrow Agent shall notify the Company and the
Placement Agents of the distribution of such funds to the subscribers.



          (b) In the event that (i) the Units have been subscribed for and funds in respect thereof
shall have been deposited with the Escrow Agent on or before the Closing Date




-2-









 




and (ii) no Offering Termination Notice or final and non-appealable court order as set forth
in paragraph (a) above shall have been delivered to the Escrow Agent, the Company and the Lead
Placement Agent, shall deliver to the Escrow Agent a joint written notice, substantially in the
form of Exhibit C hereto (a “Closing Notice”), designating the date on which Units are to
be sold and delivered to the subscribers thereof as of the “Closing Date”, which date shall not be
earlier than the clearance of any checks received by the Escrow Agent as Escrowed Property, and
identifying the subscribers and the number of Units to be sold to each subscriber thereof on such
Closing Date. Such Closing Notice, unless one of the parties objects, shall be delivered on the
Closing Date. The Escrow Agent, after receipt of such Closing Notice and the clearance of such
checks shall, on such Closing Date, pay to the Company, the Lead Placement Agent and the Escrow
Agent, in federal or other immediately available funds and otherwise in the manner and amount
specified by the Company and the Lead Placement Agent in such Closing Notice, an amount equal to
the aggregate of the Subscription Payments paid by the subscribers identified in such Closing
Notice for the Units to be sold on such Closing Date as set forth on the Subscriber List held by
the Escrow Agent pursuant to Section 3 hereof.




          (c) If at any time and from time to time prior to the release of any subscriber’s total
subscription amount pursuant to paragraph (a) or (b) of this Section 4 from the Escrow Account, the
Company shall deliver to the Escrow Agent a written notice, substantially in the form of
Exhibit D hereto (a “Subscription Termination Notice”), to the effect that any or all of
the subscriptions of such subscriber have been rejected by the Company (a “Rejected Subscription”),
the Escrow Agent shall promptly after receipt of such Subscription Termination Notice and, if such
subscriber delivered a check in payment of its Rejected Subscription, after the clearance of such
check, send to such subscriber, in the manner set forth in paragraph (d) of this Section 4, a check
to the order of such subscriber in the amount of such Rejected Subscription amount.




          (d) For the purposes of this Section 4, any check that the Escrow Agent shall be required to
send to any subscriber shall be sent to such subscriber by first class mail, postage prepaid, at
such subscriber’s address furnished to the Escrow Agent pursuant to Section 3 hereof.




     5. Notices. Any notice, instruction or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed delivered (a) when delivered by hand,
(b) one (1) business day after it is sent for next business day delivery via a reputable nationwide
overnight courier service, (c) four (4) business days after it is sent by mail, registered or
certified, with proper postage prepaid, return receipt requested, or (d) upon receipt of
confirmation when transmitted via facsimile, and in the case of each of clauses (a), (b), (c) and
(d) of this Section 5 when addressed as follows:



-3-









 






If to the Company, to:




Polymedix, Inc.

170 N. Radnor-Chester Road

Suite 300

Radnor, Pennsylvania 19087

Attn: Edward F. Smith, CFO




with a copy to:




Pepper Hamilton. LLP

400 Berwyn Park

899 Cassatt Avenue

Berwyn, Pennsylvania 19312




Attn: Jeffrey P. Libson




if to the Placement Agents, to:




Needham & Company, LLC

445 Park Avenue

New York, NY 10022




Attn: Corporate Finance Department




and




WBB Securties, LLC

16835 West Bernardo Drive

Suite 203,

San Diego, CA 92127

Attn: Corporate Finance Department




with a copy to:




Choate, Hall & Stewart LLP

Two International Place

Boston, MA 02110




Attn: Andrew J. Hickey and Frederick P. Callori




if to the Escrow Agent, to:




JPMorgan Chase Bank, N.A.

4 New York Plaza, 21st Floor



-4-









 






New York, NY 10004

Attention: Florence Hanley

Facsimile: (212) 623-6811


or to such other address as the person to whom notice is to be given may have previously furnished
to all other parties in the above-referenced manner. Any party may give any notice, instruction or
other communication hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy, ordinary mail), but no such notice, instruction or other
communication shall be deemed to have been duly given unless and until it actually is received by
the party to whom it is intended. In addition, notices of changes of address shall not be
effective until received.




     6. Concerning the Escrow Agent. To induce the Escrow Agent to act hereunder, it is
further agreed by the Company and Placement Agents that:



          (a) The Escrow Agent shall not be required to invest any funds held hereunder except as
directed in this Escrow Agreement. Uninvested funds held hereunder shall not earn or accrue
interest.




          (b) This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect
to any and all matters pertinent hereto. No implied duties or obligations shall be read into this
Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions
of any agreement among the other parties hereto except this Escrow Agreement.



The Company and the Placement Agents shall jointly and severally indemnify, defend and save
harmless the Escrow Agent and its directors, officers, agents and employees (the “Indemnitees”)
from all loss, liability or expense (including the reasonable and documented fees and expenses of
in-house or outside counsel) arising out of or in connection with (i) the Escrow Agent’s execution
and performance of this Escrow Agreement, except in the case of any Indemnitee to the extent that
such loss, liability or expense is due to the gross negligence or willful misconduct of such
Indemnitee, or (ii) its following any instructions or other directions from the Company or the
Placement Agents, except to the extent that its following any such instruction or direction is
expressly forbidden by the terms hereof. Notwithstanding anything to the contrary in this Section
6, any amounts owed by the Company and/or the Placement Agents to any Indemnitee pursuant to this
Section 6 shall not exceed the amount of the Escrow Agent fees received by the Escrow Agent
pursuant to an in accordance with the terms of this Agreement plus the reasonable and documented
fees and expenses of in-house or outside counsel to such Indemnitee. The parties hereto
acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow
Agent or the termination of this Escrow Agreement.




          (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification,
demand, notice, instrument or other writing delivered to it hereunder by the Company or the
Placement Agents without being required to determine the authenticity or the correctness of any
fact stated therein or the propriety or validity of the service thereof. The




-5-









 




Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith
to be genuine and may assume, if in good faith, that any person purporting to give notice or
receipt or advice or make any statement or execute any document in connection with the provisions
hereof has been duly authorized to do so.




          (d) No party to this Escrow Agreement is liable to any other party for losses due to, or if it
is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of
God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond
its control.




          (e) The Escrow Agent may act pursuant to the advice of counsel with respect to any matter
relating to this Escrow Agreement and shall not be liable for any action taken or omitted in good
faith and in accordance with such advice.




          (f) The Company and the Placement Agents have provided the Escrow Agent with their respective
fully executed Internal Revenue Service (“IRS”) Form W-8 or W-9 and/or other required documentation
requested by the Escrow Agent in writing. The Company and the Placement Agents each represent that
its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered
forms Any tax returns to be filed will be prepared and filed by the Company and/or the Placement
Agents with the IRS and any other taxing authority as required by law. The Escrow Agent shall have
no responsibility for the preparation of or reporting of any information to the IRS or other taxing
authority unless directed to do so by the appropriate authorized party.




          (g) This paragraph (g) and paragraph (b) of this Section 6 shall survive notwithstanding any
termination of this Escrow Agreement or the resignation or removal of the Escrow Agent.




          (h) The Escrow Agent makes no representation as to the validity, value, genuineness or the
collectibility of any security or other document or instrument held by or delivered to it.




          (i) The Escrow Agent shall not be called upon to advise any party as to the wisdom of selling
or retaining or taking or refraining from any action with respect to any securities or other
property deposited hereunder.




          (j) The Escrow Agent (and any successor escrow agent) at any time may be discharged from its
duties and obligations hereunder by the delivery to it of written notice of termination signed by
both the Company and the Lead Placement Agent or at any time may resign by giving written notice to
such effect to the Company and the Lead Placement Agent not less than 60 days’ prior to the date
when such resignation shall take effect. Upon the effectiveness of any such termination or
resignation, the Escrow Agent shall promptly deliver the Escrowed Property to any successor escrow
agent jointly designated by the other parties hereto in writing, or to any court of competent
jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be
discharged of and from any and all further obligations arising in connection with this Escrow
Agreement except to the extent resulting from its gross




-6-









 




negligence or willful misconduct. The termination or resignation of the Escrow Agent shall
take effect on the earlier of (i) the appointment of a successor (including a court of competent
jurisdiction) or (ii) the day that is: (A) 30 days after the date of delivery to the Escrow Agent
of the other parties’ notice of termination or (B) 60 days after the date of delivery to the other
parties hereto of the Escrow Agent’s written notice of resignation. If at the time of any
termination or resignation the Escrow Agent has not received a designation of a successor escrow
agent, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a
successor Escrow Agent and shall, until such time as a successor Escrow Agent is appointed,
maintain the Escrowed Property pursuant to the terms and conditions of this Escrow Agreement.




          (k) In the event of any disagreement among or between the other parties hereto and/or the
subscribers of the Units resulting in adverse claims or demands being made in connection with the
Escrowed Property, or in the event that the Escrow Agent in good faith is in doubt as to what
action it should take hereunder, the Escrow Agent shall be entitled to refrain from taking any
action and retain the Escrowed Property until the Escrow Agent shall have received (i) a final and
non-appealable order of a court of competent jurisdiction directing delivery of the Escrowed
Property or (ii) a written agreement executed by the Company and the Placement Agents directing
delivery of the Escrowed Property, in which event the Escrow Agent shall disburse the Escrowed
Property in accordance with such order or agreement.




          (l) As consideration for the performance by the Escrow Agent of its duties herein described,
the Company agrees to pay the Escrow Agent fees determined in accordance with the terms set forth
on Exhibit F hereto (made a part of this Escrow Agreement as if herein set forth). In
addition, the Company agrees to reimburse the Escrow Agent for all reasonable and documented
expenses of third parties, incurred by the Escrow Agent in performance of its duties hereunder
(including reasonable and documented fees and expenses of its outside counsel).




          (m) The other parties hereto irrevocably (i) submit to the jurisdiction of any New York State
or federal court sitting in New York City in any action or proceeding arising out of or relating to
this Escrow Agreement, (ii) agree that all claims with respect to such action or proceeding shall
be heard and determined in such New York State or federal court and (iii) waive, to the fullest
extent possible, the defense of an inconvenient forum. Each party agrees to accept service of any
summons, complaint or other initial pleading made in the manner provided for the giving of notices
in Section 5 hereof, provided that nothing in this Section 6(m) shall affect the right of any party
to serve such summons, complaint or other initial pleading in any other manner permitted by law.




          (n) No printed or other matter in any language (including, without limitation, the
Registration Statement, notices, reports and promotional material) which mentions the Escrow
Agent’s name or the rights, powers, or duties of the Escrow Agent shall be issued by the other
parties hereto or on such parties’ behalf unless the Escrow Agent shall first have given its
specific written consent thereto (which consent shall not be unreasonably withheld, conditioned or
delayed). The Escrow Agent hereby consents to the use of its name and the reference to the escrow
arrangement in the Registration Statement (including all exhibits thereto) and the




-7-









 




Placement Agency
Agreement and in the filings made by the Company under the Securities Exchange Act of 1934, as
amended including the filing of this Agreement as an exhibit thereto.




          (o) Notwithstanding anything in this Escrow Agreement to the contrary, in no event shall the
Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) even if the Escrow Agent has been advised of the
likelihood of such loss or damage or regardless of the form of action.




          (q) In the event funds transfer instructions are given (other than in writing at the time of
execution of this Escrow Agreement), whether in writing, by telecopy or otherwise, the Escrow Agent
is authorized to seek confirmation of such instructions by telephone call-back to the person or
persons designated on Exhibit E hereto, and the Escrow Agent may rely upon the confirmation
of anyone purporting to be the person or persons so designated. The individuals authorized to give
or confirm funds transfer instructions may be changed only in a writing actually received and
acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary’s bank in any funds transfer
may rely solely upon any account numbers or similar identifying numbers provided by the Lead
Placement Agent or the Company to identify (i) the beneficiary, (ii) the beneficiary’s bank, or
(iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment
order it executes using any such identifying number, even where its use may result in a person
other than the beneficiary being paid, or the transfer of funds to a bank other than the
beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agreement
acknowledge that these security procedures are commercially reasonable. All funds transfer
instructions must include the signature of the person(s) authorizing said funds transfer as
designated on Exhibit E.




     7. Miscellaneous.



          (a) This Escrow Agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their respective successors and assigns, heirs, administrators and representatives and
shall not be enforceable by or inure to the benefit of any other third party. No party may assign
any of its rights or obligations under this Escrow Agreement without the written consent of the
other parties.




          (b) This Escrow Agreement shall be construed in accordance with and governed by the internal
law of the State of New York (without reference to its rules as to conflicts of law).




          (c) This Escrow Agreement may only be modified by a writing signed by all of the parties
hereto. No waiver hereunder shall be effective unless in a writing signed by the party to be
charged and the Escrow Agent.




          (d) This Escrow Agreement shall terminate upon the payment pursuant to Section 4 of all
amounts held in the Escrow Account.




-8-









 





          (e) The section headings herein are for convenience only and shall not affect the construction
thereof. Unless otherwise indicated, references to Sections are to Sections contained herein.




          (f) This Escrow Agreement may be executed in one or more counterparts but all such separate
counterparts shall constitute but one and the same instrument; provided that, although executed in
counterparts, the executed signature pages of each such counterpart may be affixed to a single copy
of this Agreement which shall constitute the original.




          (g) Account Opening Information/TINs. Important Information about Procedures for
Opening a New Account.





          (i) For accounts opened in the US: To help the government fight the funding of
terrorism and money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an account.
When an account is opened, we will ask for information that will allow us to identify
relevant parties.




          (ii) For non-US accounts: To help in the fight against the funding of terrorism
and money laundering activities we are required along with all financial institutions to
obtain, verify, and record information that identifies each person who opens an account. When
you open an account, we will ask for information that will allow us to identify you.



[Remainder of page intentionally left blank]




-9-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed as of
the day and year first above written.




	 	 	 	 	 
	 	POLYMEDIX, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Edward F. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	NEEDHAM & COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WBB SECURITIES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-10-









 





EXHIBIT A




SUMMARY OF CASH RECEIVED

NEW PARTICIPANT DEPOSIT




				
	 	 	 	 
	Date:	 	 	 
	Deposit Date:
	 	List Number:	 
	Investment Date: 

Batch Number:
	 	Page _ of

Approved By:	 
	 
	 	JOB#:	 






          For Bank use only




TITLE:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	*
	 	 	 	*
	 	AMOUNT OF
	 	*
	 	TAX ID NO./
	 	|
	 	 	 	|
	 	FOR BANK	 	 	 	 
	NAME	 	 	*	 	DEPOSIT	 	*	 	SHARES[ADD COLUMN FOR WARRANTS	 	*	 	ADDRESS	 	|	 	SOC.SEC. NO.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	*
	 	USE ONLY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	*

*

*

*

*
	 	 	 	*

*

*

*

*
	 	 	 	*

*

*

*

*
	 	 	 	*

*

*

*

*
	 	 	 	*

*

*

*

*
	 	 	 	 

*

*

*
	 	TAX CODE

EXEMPT(Y/N)

W-9(YR) NRA

1008(87)
	 	 	 
	Broker

	 	Misc.
	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	Misc. II
	 	*

*

*

*

*

*
	 	Misc. III
	 	|

*

*

*

*

*
	 	TAX CODE

EXEMPT(Y/N)

W-2(YR) NRS

W-8(YR)

1008(87)
	 	 	 
	Broker

	 	Misc.
	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	Misc. II
	 	*

*

*

*

*

*
	 	Misc. III
	 	|

*

*

*

*

*
	 	TAX CODE

EXEMPT(Y/N)

W-2(YR) NRS

W-8(YR)

1008(87)
	 	 	 
	Broker

	 	Misc.
	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	 	 	*

*

*

*

*

*
	 	Misc. II
	 	*

*

*

*

*

*
	 	Misc. III
	 	|

*

*

*

*

*
	 	TAX CODE

EXEMPT(Y/N)

W-2(YR) NRS

W-8(YR)

1000(87)
	 	 	 
	Broker

	 	Misc.
	 	*
	 	 	 	*
	 	 	 	*
	 	 	 	*
	 	Misc. II
	 	*
	 	Misc. III
	 	|	 	 
	 

	 	 	 	*
	 	 	 	*
	 	 	 	*
	 	 	 	*
	 	 	 	*
	 	 	 	*	 	 






A-1









 





EXHIBIT B




[Form of Offering Termination Notice]




                 
         , 2007




JPMorgan Chase Bank, N.A.

4 New York Plaza

21st Floor

New York, NY 10004

Attention: Florence Hanley




Dear Ms. :




          Pursuant to Section 4(a) of the Escrow Agreement dated as of July[ ], 2007 (the “Escrow
Agreement”) by and among Polymedix, Inc. (the “Company”), Needham & Company, LLC and WBB
Securities, LLC, as placement agents, and JPMorgan Chase Bank, N.A., the Company hereby notifies
you of the termination of the offering of the Units (as that term is defined in the Escrow
Agreement) and directs you to make payments to subscribers as provided for in Section 4(a) of the
Escrow Agreement.




	 	 	 	 	 
	 	Very truly yours,



Polymedix, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	Edward F. Smith 	 
	 	 	Title:  	Vice President, Finance and Chief Financial Officer 	 



B-1









 






	 	 	 	 	 



EXHIBIT C




[Form of Closing Notice]




                 
         , 2007




JPMorgan Chase Bank, N.A.

4 New York Plaza

21st Floor

New York, NY 10004

Attention: Florence Hanley




Dear:




          Pursuant to Section 4(b) of the Escrow Agreement dated as of July[ ], 2007 (the “Escrow
Agreement”) by and among Polymedix, Inc. (the “Company”), Needham & Company, LLC and WBB
Securities, LLC, as placement agents as placement agents, and JPMorgan Chase Bank, N.A., the
Company hereby certifies that, subject to its receipt of the Subscription Payments for the Units
(as that term is defined in the Escrow Agreement), the Company will sell and deliver Units to the
subscribers thereof at a closing to be held on July [___], 2007 (the “Closing Date”). The names of
the subscribers concerned, the number of Units subscribed for by each of such subscribers and the
related subscription amounts are set forth on Schedule I annexed hereto.




          We hereby request that the aggregate Subscription Payments be distributed to the Placement
Agents, to the Escrow Agent and us as follows:





	 	1.	 	To the Company, $                    ;
	 
	 	2.	 	To Needham & Company, LLC                     ;
	 
	 	3.	 	To WBB Securities, LLC                     ;
	 
	 	4.	 	To the Escrow Agent, $2,500.





C-1









 





          These instructions may be executed in counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same instrument.




	 	 	 	 	 
	 	Very truly yours,



POLYMEDIX, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Edward F. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	NEEDHAM & COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WBB SECURITIES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-2









 





SCHEDULE I




	 	 	 	 	 	 	 
	Name of	 	Number of	 	Number of	 	Subscription
	Subscriber	 	Common Stock	 	Warrants	 	Amount
	 

	 	 
	 	 
	 	 





 









 





EXHIBIT D




[Form of Subscription Termination Notice]




                 
         , 2007




JPMorgan Chase Bank, N.A.

4 New York Plaza

21st Floor

New York, NY 10004

Attention: Audrey Mohan




Dear Ms. :




          Pursuant to Section 4(c) of the Escrow Agreement as of July[ ], 2007 (the “Escrow Agreement”)
by and among Polymedix, Inc. (the “Company”), Needham & Company, LLC and WBB Securities, LLC, as
placement agents as placement agents, and JPMorgan Chase Bank, N.A., the Company hereby notifies
you that the following subscription(s) have been rejected:




	 	 	 	 	 
	 	 	Amount of	 	Dollar
	 	 	Subscribed	 	Amount of
	Name of	 	Units	 	Rejected
	Subscriber	 	Rejected	 	Subscription
	 

	 	 
	 	 





	 	 	 	 	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 	Very truly yours,



Polymedix, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	Edward F. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 









 





EXHIBIT E




Telephone Number(s) for Call-Backs and

Person(s) Designated to Give or Confirm Funds Transfer Instructions




If to the Lead Placement Agent:




	 	 	 	 	 
	Name
	 	Telephone Number
	 	Signature Specimen
	 
	 	 
	 	 





If to the Company:




	 	 	 	 	 
	Name	 	Telephone Number	 	Signature Specimen
	 	 	 	 	 
	Edward F. Smith
	 	(484) 598-2332	 	 





Telephone call-backs shall be made to the Lead Placement Agent and the Company if joint
instructions are required pursuant to this Escrow Agreement.



Periodically, the Lead Placement Agent and/or the Company may issue payment orders to us to
transfer funds by federal funds wire. The Escrow Agent reviews the orders to determine compliance
with the governing documentation and to confirm signature by the appropriate party, in accordance
with the incumbency list previously supplied to the Escrow Agent. The Escrow Agent’s policy
requires that, where practicable, it undertake callbacks to a party other than the individual who
signed the payment order to verify the authenticity of the payment order.



Inasmuch as a person is the only employee in his or her office who can confirm wire transfers, the
Escrow Agent will call him or her to confirm any federal funds wire transfer payment order
purportedly issued by him or her. Such person’s continued issuance of payment orders to the Escrow
Agent and confirmation in accordance with this procedure will constitute such person’s agreement
(1) to the callback security procedure outlined herein and (2) that the security procedure outlined
herein constitutes a commercially reasonable method of verifying the authenticity of payment
orders. Moreover, the Placement Agents and the Company agree to accept any risk associated with a
deviation from this policy.




 









 





EXHIBIT F



Fee to JPMorgan Chase Bank, N.A.: $2,500, payable to the Escrow Agent upon execution of this
Agreement. Up to 25 investors. If more than 25 investors the fee is $3,500.