EXHIBIT 10.52


 


FORM OF VGX PHARMACEUTICALS


 


NOTE PURCHASE AGREEMENT


 


THIS
NOTE PURCHASE AGREEMENT (the “Purchase Agreement”),
dated this          day of               ,
          , is by and between
[NAME OF HOLDER]., an individual (the “Buyer”), and VGX PHARMACEUTICALS, INC.,
a Delaware corporation (the “Company”).


 


WHEREAS, the
Buyer wishes to purchase from the Company and the Company wishes to sell to the
Buyer, upon the terms and subject to the conditions of this Purchase Agreement,
a convertible promissory note of the Company, in the principal amount of $###,###.


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.                                       Sale
and Issuance of Note.  Upon the terms
and subject to the conditions of this Purchase Agreement, the Buyer agrees to
purchase from the Company, and the Company agrees to sell and issue to the
Buyer, a convertible promissory note, in the form attached hereto as Exhibit A which is made a part of
this Purchase Agreement (the “Note”), in the principal amount of $###,### (the “Principal Sum”), subject
to the terms and conditions contained herein and in the Note.


 


2.                                       Representations
and Warranties of the Company.  By
executing this Purchase Agreement, the Company makes the following
representations and, warranties to the Buyer, with the intent and understanding
that the Buyer will rely thereon:


 


2.1                                 Organization
of the Company; Authorization; Good Standing.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own and lease its
property, to carry on its business as presently conducted and as proposed to be
conducted (as previously disclosed to the Buyer) and to execute and deliver,
and to perform all of its obligations under, this Purchase Agreement and the
Note (collectively, the “Company Documents”).


 


2.2                                 Enforceability.  The creation and issue of the Note and the
execution and delivery by the Company of the Company Documents and the
consummation of the transactions contemplated thereby have been duly authorized
by all requisite corporate action on the part of the Company, and the Company
Documents have been duly executed and delivered by the Company and constitute
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms.


 

















 


2.3                                 Complete
and Accurate Information. All information provided by the Company in
whatever form in connection with the transactions contemplated by the Company
Documents are complete and accurate and provide a true and fair view of the
financial position of the Company.


 


3.                                       Representations
and Warranties of the Buyer.  By
executing this Purchase Agreement, the Buyer makes the following
representations and warranties to the Company, with the intent and
understanding that the Company will rely thereon:


 


3.1                                 Investment
Representations.  The Buyer has
knowledge and experience in financial and business matters sufficient to enable
him to evaluate the merits and risks of an investment in the Note, the shares
of the Company’s Common stock issuable upon conversion of the Note (the “Shares”)
and the Company.  The Buyer has assets
sufficient to enable him to bear the economic risk of the Buyer’s investment in
the Note.  The Buyer is acquiring the
Note for investment purposes only, for his, her or its own account, and not
with a present view to, or for sale in connection with, any distribution
thereof.  The Buyer understands that the
Note and the Shares have not been registered under the Securities Act by reason
of their issuance in a transaction exempt from the registration requirements of
the Securities Act pursuant to the exemption provided in Section 4
thereof, that the Note and the Shares have not been registered under applicable
state securities laws by reason of their issuance in a transaction exempt from
such registration requirements, and that the Note and the Shares may not be
sold or otherwise disposed of unless registered under the Securities Act and
applicable state securities laws (the Company being under no obligation to
register such Note or the Shares) or exempted from registration.  The Buyer further acknowledges that the Note
and the Shares are subject to the restrictions on transfers set forth in the
Company Documents, and that each transferee of the Note or the Shares as a
condition to such transfer may be required to agree in writing to be bound by
such restrictions.


 


3.2                                 Buyer’s
Acknowledgment as to Information. 
The Buyer or representatives of the Buyer have received from the Company
such information (including exhibits to this Purchase Agreement and of such
documents referred to herein and therein as he or they have requested) with
respect to the Company as the Buyer has deemed necessary and relevant in
connection with the transactions contemplated by the Company Documents, and the
Buyer has had the opportunity, directly or through such representatives, to ask
questions of and receive answers from persons acting on behalf of the Company
necessary to verify the information so obtained.


 


4.                                       Legend.  Each certificate evidencing the Note and the
Company’s securities issuable upon conversion of the Note and Warrant, and each
certificate evidencing the Note and the Company’s securities issuable upon
conversion of the Note held by subsequent transferees of any such certificate,
shall be stamped or otherwise imprinted with a legend in substantially the
following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY APPLICABLE STATE SECURITIES LAWS. 
ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN
CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT DATED AS OF           ,
       BETWEEN VGX PHARMACEUTICALS, INC.


 


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(THE “COMPANY”)
AND THE SIGNATORY THERETO.  NO TRANSFER
OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.  COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY. 
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS: (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR (2) THE COMPANY RECEIVES
AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, THAT
REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.


 


5.                                       Miscellaneous.


 


5.1                                 Legal
Fees and Expenses.  Each party hereto
agrees to pay its own legal fees and expenses incurred in connection with the
transactions contemplated hereunder.


 


5.2                                 No
Waiver.  The failure of a party to
insist upon strict adherence to any term of this Purchase Agreement on any
occasion shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Purchase Agreement.  Any waiver of
any term of this Purchase Agreement must be in writing.


 


5.3                                 Entire
Agreement; Amendment.  This Purchase
Agreement and all Exhibits hereto, set forth the entire agreement of the
parties with respect to the subject matter hereof and supersede all prior
agreements relating thereto, written or oral. 
This Purchase Agreement may be amended or modified only by a written
instrument executed by the Company and the Buyer.


 


5.4                                 Parties
in Interest; Limitation on Assignment. 
This Purchase Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns; provided,
however, that this Purchase Agreement shall not be assigned or
assignable by either party without the prior written consent of the other
party.


 


5.5                                 Counterparts.  This Purchase Agreement may be executed in
any number of counterparts, each of which shall be considered an original, but
all of which together shall constitute one and the same instrument.


 


5.6                                 Governing
Law.  This Purchase Agreement shall
be governed by, construed, interpreted and enforced in accordance with the laws
of the Commonwealth of Pennsylvania as applied to contracts entered into and
performed entirely within the Commonwealth of Pennsylvania among Pennsylvania
residents without regard to conflicts of laws principles.


 


5.7                                 Notices.  All notices, consents and other
communications under this Purchase Agreement shall be in writing and shall be
deemed to have been duly given when (a) delivered by hand, (b) sent
by telex or telecopier (with receipt confirmed), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by


 


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Express Mail,
Federal Express or other express delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and telecopier numbers set
forth below (or to such other addresses, telex numbers and telecopier numbers
as a party may designate as to itself by notice to the other party ):


 


5.7.1                        If
to the Company:


 


 VGX Pharmaceuticals


 450 Sentry Parkway


 Blue Bell, PA 19422


 FAX:  267-440-4242


 Attention:  Corporate
Secretary


 


5.7.2                        If
to the Buyer:


 


5.8                                 Severability.  In the event that any court having
jurisdiction shall determine that any provision contained in this Purchase
Agreement shall be unreasonable or unenforceable in any respect, then such
covenant or other provision shall be deemed limited to the extent that such
court deems it reasonable and enforceable, and as so limited shall remain in
full force and effect.  In the event that
such court shall deem any such covenant or other provision wholly
unenforceable, the remaining covenants and other provisions of this Purchase
Agreement shall nevertheless remain in full force and effect.


 


5.9                                 Headings
and Captions.  The headings and
captions used herein to identify sections and subsections are for convenience
only and shall not be used for interpretation of any provisions herein.


 


5.10                           Indemnity.  The representations, warranties and
agreements made by the Company and the Buyer herein shall survive the execution
of this Purchase Agreement.  The Company
and the Buyer hereby agree to indemnify and hold harmless the other party from
and against any and all loss, liability, claim, damage and expense (including,
without limitation, attorneys’ fees and disbursements) suffered or incurred as
a result of a misrepresentation or breach of any warranty or agreement made by
the defaulting party in this Purchase Agreement.


 


[Signature Page Follows]


 


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IN
WITNESS WHEREOF, each of the parties has caused this
Purchase Agreement to be executed on its behalf with the intent to be legally
bound as of the day and year first above written.


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  J. Joseph
  Kim, Ph.D.

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  



 


 


	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:  [HOLDER]

  



 

















 


EXHIBIT A


 


FORM OF CONVERTIBLE PROMISSORY NOTE


 


(see attached)