s22-8696_ex101.htm


     

    EXHIBIT
10.1

    


     

    AGREEMENT
BY AND BETWEEN

     

    ACCREDITED
VENTURE CAPITAL, LLC AND

    ADEONA
PHARMACEUTICALS, INC.

    DATED
JANUARY 14, 2009

    


    This
Agreement dated, January 14, 2009, is made between Adeona Pharmaceuticals, Inc.,
A Delaware corporation (“Adeona”) and Accredited Venture Capital, LLC, a
Delaware limited liability company (“AVC”) (together, the
“Parties”).

    


    WHEREAS,
AVC is the holder of warrants to purchase 832,606 shares of common shares of
Adeona exercisable at $2.22 per share which expire on October 29, 2011 and are
callable by Adeona provided that the common shares underlying such warrants are
covered by an effective resale registration statement (the “Callable
Warrants”);

    


    WHEREAS,
AVC is the holder of warrants to purchase 381,020 shares of common stock of
Adeona exercisable at $2.22 per share which expire on November 27, 2016 and
warrants to purchase 7,651 shares of common stock of Adeona exercisable at $3.30
per share which expire on May 30, 2015, each of which by their terms are not
callable (together,  the “Noncallable Warrants”);

    


    WHEREAS,
AVC is the holder of 7,086.379 shares of common stock of Adeona (the “Common
Stock”);

    


    WHEREAS,
in order to comply with the Rule 415 limitations raised in connection with the
Form SB-2 resale registration statement filed by Adeona on December 15, 2006,
and in order facilitate and expedite the effectiveness of such registration
statement, AVC agreed to temporarily suspended its right to include any of the
Common Stock, the shares underlying the Callable Warrants and the shares
underlying the Noncallable Warrants in such resale registration
statement;

    


    WHEREAS,
the Parties desire to reduce the number of shares of common stock of Adeona
issuable upon the exercise of outstanding securities and to cancel the Callable
Warrants and Noncallable Warrants held by AVC; and

    


    WHEREAS,
Adeona is willing to agree to file and have declared effective a registration
statement covering the resale of Common Stock held by AVC.

    


    NOW
THEREFORE, the Parties hereby agree as follows:

    


    
      	
              1.  

            	
              The
      Callable Warrants held by AVC (exercisable for 832,606 shares of common
      stock of Adeona) are hereby
cancelled.

            


    

    


    
      	
              2.  

            	
              The
      Noncallable Warrants held by AVC (exercisable for 388,671 shares of common
      stock of Adeona) are hereby
cancelled.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.  

            	
              Adeona
      hereby agrees to (i) effect the registration under the Securities Act of
      1933, as amended or any successor statute thereto, and the rules and
      regulations of the Securities and Exchange Commission (“SEC”) promulgated
      from time to time thereunder, all as in effect at the time (the “1933
      Act”), of all of the Common Stock as soon as practicable and in any event
      within thirty (30) days of the date hereof, (ii) have the registration
      statement filed with the SEC to effectuate such registration declared
      effective within 60 days of filing, and (iii) maintain the effectiveness
      of such registration statement until such time as the Common Stock may be
      sold publically pursuant to an available exemption from registration (the
      “Effectiveness Period”) and, to the extent permissible, upon request of
      the holder cause to be removed any legend from certificates evidencing
      such shares.

            


    

    


    
      	
              4.  

            	
              In
      furtherance of its obligations under Section 3 Adeona shall,
      at its sole cost and expense:

            


    

    


    
      	
              i.  

            	
              (a)
      Prepare and file with the SEC such amendments and supplements to such
      registration statement and the prospectus used in connection with such
      registration statement, and use its best efforts to cause each such
      amendment and supplement to become effective, as may be necessary to
      comply with the provisions of the 1933 Act with respect to the disposition
      of all securities covered by such registration statement during the
      Effectiveness Period; (b) notify AVC, at any time when a prospectus
      relating thereto covered by such registration statement is required to be
      delivered under the 1933 Act, of the happening of any event as a result of
      which the prospectus included in such registration statement, as then in
      effect, includes an untrue statement of a material fact or omits to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances then
      existing and promptly file such amendments and supplements as may be
      required on account of such event and use its best efforts to cause each
      such amendment and supplement to become effective; (c) furnish to AVC such
      number of copies of a prospectus, including a preliminary prospectus, in
      conformity with the requirements of the 1933 Act, and such other documents
      as they may reasonably request in order to facilitate the public sale or
      other disposition of Common Stock (d) use its best efforts to register or
      qualify the securities covered by such registration statement under such
      other securities or Blue Sky laws of such states and jurisdictions as
      shall be reasonably requested by AVC, except that Adeona shall
      not be required in connection therewith or as a condition thereto to
      qualify to do business, subject itself to taxation or file a general
      consent to service of process in any such state or
      jurisdiction;

            


    

     

    
      	
              ii.  

            	
              Apply
      for listing and use its best efforts to list the Common Stock being
      registered on any national securities exchange on which a class of Adeona’s
      equity securities is listed or, if Adeona does
      not then have a class of equity securities listed on a national securities
      exchange, apply for qualification and use its best efforts to qualify the
      Common Stock being registered for inclusion on the automated quotation
      system of the National Association of Securities Dealers,
      Inc.’

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              iii.  

            	
              Without
      in any way limiting the types of registrations to which this Section 1
      shall apply, in the event that Adeona shall
      effect a “shelf registration” under Rule 415 promulgated under the 1933
      Act, it shall take all necessary action, including, without limitation,
      the filing of post-effective amendments, to permit AVC to include the
      Common Stock in such registration in accordance with the terms of this
      Section 4;

            


    

     

    
      	
              iv.  

            	
              Use
      its best efforts to make and keep public information available, as those
      terms are understood and defined in Rule 144 promulgated under the 1933
      Act (“Rule 144”), at all times after 90 days after the effective date of
      the first registration statement filed by Adeona for
      the offering of its securities to the general public and furnish to AVC,
      so long as AVC owns any Common Stock, forthwith upon request (1) a written
      statement by Adeona as to
      its compliance with the reporting requirements of Rule 144, the 1933 Act
      and the 1934 Act, or as to its qualification as a registrant whose
      securities may be resold pursuant to Form
S-3.

            


    

     

    
      	
              5.  

            	
              This
      Agreement shall be binding upon and inure to the benefit of the personal
      representatives, successors and permitted assigns of the respective
      parties hereto. Adeona shall not have the right to assign its obligations
      hereunder or any interest herein without obtaining the prior written
      consent of AVC.

            


    

    


    
      	
              6.  

            	
              This Agreement shall
      be governed by and construed in accordance with the laws of the
      state in which Adeona, or its successor, is
  incorporated.

            


    

    


    
      	
              7.  

            	
              Adeona
      recognizes, acknowledges and agrees that the rights of AVC under this
      Agreement are unique, and, accordingly, AVC shall, in addition to such
      other remedies as may be available to it at law or in equity, have the
      right to enforce the rights hereunder by actions for injunctive relief and
      specific performance to the extent permitted by law.  This
      Agreement is not intended to limit or abridge any rights of AVC which may
      exist apart from this Agreement.

            


    

    


    
      	
              8.  

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same agreement. Counterparts of this Agreement (or applicable
      signature pages hereof) that are manually signed and delivered by
      facsimile transmission shall be deemed to constitute signed original
      counterparts hereof and shall bind the parties signing and delivering in
      such manner

            


    

    


    


    


    


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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective duly authorized representatives as of the day and year written
above.

    


     

     

    


     

    
      	 ADEONA
      PHARMACEUTICALS, INC.	 ACCREDITED
      VENTURE CAPITAL, LLC
	 	 
	 	 By:
      PHARMAINVESTORS LLC
	 	 Managing
      Member of
	 	 Accredited
      Venture Capital, LLC


    

     

    
      	 By:	/s/ Nicholas
      Stergis	 	 By:	/s/ Steve H.
      Kanzer	 
	 Name:  Nicholas
      Stergis 	 Managing
      Member of
	 Its:  Chief
      Executive Officer 	 Pharmainvestors,
      LLC