exv10w7






Exhibit 10.7




NOTE PURCHASE AGREEMENT




     NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 10, 2010, by and among
Highbridge International LLC (“Seller”), Alseres Pharmaceuticals, Inc. (the “Company”) and Robert
L. Gipson (“Gipson”).



     For the purposes of this Agreement, affiliates of Gipson ( “Affiliates”) shall include
members of his family, Ingalls & Snyder LLC, its officers, employees, clients, members of their
families, and any other person or entity that, directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with any of the foregoing.



     1. Purchase and Sale. Subject to the terms and conditions of this Agreement, (i)
Seller hereby sells to the Company, and the Company hereby purchases from Seller, effective as of
the Closing Date (as defined below), $5,880,000 principal amount of Convertible Promissory Note
issued on May 2, 2007 by the Company (the “Purchased Security”) for an aggregate purchase price
payable in immediately available federal funds in an amount equal to $602,700 (the “Purchase
Price”), payable at the Closing (as defined below).



     2. Representations and Warranties of Seller. Seller hereby represents and warrants to
the Company as of the date hereof and as of the Closing Date that:




     a. Seller is duly authorized to enter into this Agreement and to perform its obligations
hereunder, and this Agreement is a valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms;




     b. the execution, delivery and performance by Seller of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Seller. This Agreement has been duly executed and
delivered by Seller and constitutes a legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms, except that such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
or relating to enforcement of creditors’ rights generally and general principles of equity;




     c. Seller has no liability of any kind to any broker, finder or agent in respect of the
Purchased Security except any such liability that will be satisfied in full by Seller; and




     d. Seller is the legal and beneficial owner of the Purchased Security and has the right
to sell the Purchased Security to the Company without the consent of, or notice to or filing
with, any other person or entity



 









 







whatsoever (governmental or otherwise), and upon consummation of the Closing, the
Purchased Security shall be owned by the Company free of any liens, charges, encumbrances,
rights of first refusal or other adverse claims or rights whatsoever.



     3. Representations and Warranties of the Company. The Company hereby represents and
warrants to Seller that:




     a. the Company is duly authorized to enter into this Agreement and to perform its
obligations hereunder, and this Agreement is a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms;




     b. the execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the Company. This Agreement has been duly executed
and delivered by the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except that such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting or relating to enforcement of creditors’ rights generally and general
principles of equity;




     c. the Company has no liability of any kind to any broker, finder or agent in respect of
the Purchased Security except any such liability that will be satisfied in full by the
Company; and




     d. all documents and disclosure filed by the Company with the Securities and Exchange
Commission regarding the Company and its subsidiaries or its or their business and prospects
is true and correct in all material respects and does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading.
Each press release issued by the Company during the 12 months preceding the date of this
Agreement did not at the time of release contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading. No event or circumstance has occurred or information exists (other than the
consummation of the transactions contemplated hereby) with respect to the Company or any of
its subsidiaries or its or their business, properties, prospects, operations or financial
conditions, which, under applicable law, rule or regulation, requires public disclosure or
announcement by the Company but which has not been so publicly announced or disclosed. The
Company does not currently have any letters of intent, memoranda of understanding or other
agreement with any person or entity, whether binding or non-binding, with respect to the
purchase or sale of the Company or any of its subsidiaries in whole or in part, an investment
in or recapitalization of the Company or any of its subsidiaries by any entity or person not
Affiliated with Gipson or the purchase, sale or licensing of any of the Company’s or any of
its subsidiaries’ assets.



     4. Representations and Warranties of Gipson. Gipson hereby represents and warrants to
Seller as of the date hereof and as of the Closing Date that neither Gipson nor any of his
Affiliates currently have any letters of intent, memoranda of understanding or other agreement with
any person or entity, whether binding or non-binding, with respect to the purchase or sale of the
Company or any of its subsidiaries in whole or in part, an investment in or recapitalization of the
Company or any of its subsidiaries by any entity or person not Affiliated with Gipson or the
purchase, sale or licensing of any of the Company’s or any of its subsidiaries’ assets.



     5. Closing. The closing of the purchase and sale of the Purchased Security (the
“Closing”) will take place on the second business day following the date hereof (the “Closing
Date”). Upon execution of this Agreement, Seller shall deliver to the Company the security
representing the Purchased Security duly endorsed for transfer or accompanied by instruments of
transfer in a form satisfactory to the Company, with instructions to issue a security or



 









 







securities for the Purchased Security by the Company in the name of the Company. At the Closing,
the Company will deliver cash by wire transfer of immediately available funds as follows: (1)
$573,300 to Seller to the account designated in Exhibit A hereto and (2) $29,400 to ISI Capital,
LLC to the account designated in Exhibit B hereto.



     6. Entire Agreement. This Agreement is the entire agreement between the parties
respecting the Purchased Security and supersedes all such prior agreements.



     7. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York with respect to agreements entered into within New
York State by residents thereof.



     8. Counterparts, Facsimile Signatures. This Agreement may be executed in one or more
counterparts, each of which shall be considered an original document. This Agreement may be
delivered by facsimile, which shall be deemed an original counterpart for all purposes.



[Signatures commence next page]




 









 








     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above-written.



	 	 	 	 	 

	HIGHBRIDGE INTERNATIONAL LLC	 	 
	By:

	 	Highbridge Capital Management, LLC,
	 	 
	Its Trading Manager	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	ALSERES PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	ROBERT L GIPSON