Unassociated Document


    
      Exhibit
10.1

    

    JIANGBO
PHARMACEUTICALS, INC.

    


    


    
       

      
        
          
            	
                     

                  	
                    August 10,
2009

                  


          

        

        
           

        

      

    

    Re:  Jiangbo Pharmaceuticals
Inc.

     

    Gentlemen:

     

    Reference
is made to (i) that Securities Purchase Agreement, dated as of November 6, 2007
(the “2007 Securities
Purchase Agreement”) by and between Jiangbo Pharmaceuticals Inc. f/k/a/
Genesis Pharmaceuticals Enterprises, Inc. (the “Company”) and Pope
Asset Management, LLC (“Pope”) (ii) that Securities Purchase Agreement dated May
30, 2008 (the “2008
Securities Purchase Agreement”), by and among the Company and the
investors who are parties thereto (collectively, the “Investors”) (iii)
those 6% Convertible Subordinated Debenture of the Company dated November 6,
2007 issued to Pope (the “2007 Notes”) and (iv)
those 6% those Convertible Notes May 30, 2008 and issued to the Investors
(collectively, the “2008 Notes”).  Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the 2007 Securities Purchase Agreement, 2008 Securities Purchase
Agreement, the 2007 Notes, or the 2008 Notes, in each case, as indicated
below.

     

    Section
10.4 of the 2007 Securities Purchase Agreement provides that at any time after
the closing date, any waiver of any covenant or other provision of the 2007
Securities Purchase Agreement shall require the approval of the investors that
purchased a majority of the principal amount of the 2007 Notes issued pursuant
to the 2007 Securities Purchase Agreement and such waiver shall be deemed to be
a waiver by the investors.  Article 2(ii) of the 2007 Notes provides
that an Event of Default shall occur if failure shall be made in the payment of
interest on the 2007 Notes when and as the same shall become due and such
failure shall continue for a period of five (5) business days after such payment
is due.  Article 2(a) of the 2007 Notes provides that the entire
unpaid principal amount of the 2007 Notes together with interest thereon shall,
on written notice to the Company given by investors holding a majority in
principal amount of the outstanding 2007 Notes, forthwith become and be due and
payable if an Event of Default shall have occurred.

     

    Section
6.4 of the 2008 Securities Purchase Agreement provides that no provision of the
Securities Purchase Agreement may be waived or amended except in a written
instrument signed by the Company and Pope.  Article 2(a)(ii) of each
of the 2008 Notes provides that it shall constitute an Event of Default under a
2008 Note if failure shall be made in the payment of interest on such 2008 Note,
when and, as the same shall become due and such failure shall continue for a
period of five (5) business days after such payment is due.  Article
2(b) of each of the 2008 Notes provides that upon the occurrence of an Event of
Default, the entire unpaid principal amount of a 2008 Note, together with
interest thereon, shall, on written notice to the Company given by the Holders
of a majority of the 2008 Notes then outstanding become due and
payable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Pope is
the holder of $5,000,000 principal amount of the 2007 Notes (the “2007 Pope Notes”) and
the holder of $17,000,000 aggregate principal amount of 2008 Notes (the “2008 Pope Notes”, and
collectively with the 2007 Pope Notes, the “Pope
Notes”).

     

    Pope
hereby (i) waives until August 17, 2009 the Events of Default that have occurred
as a result of the Company’s failure to timely make interest payments on the
2007 Notes and 2008 Notes that were due and payable on May 30, 2009, and agrees
not to provide written notice to the Company with respect to the occurrence of
either of such Events of Default provided that the Company has made such
interest payment to the holders of the 2007 Notes and the holders of the 2008
Notes on or prior to August 17, 2009 (ii) agrees that in lieu of payment of the
$660,000 in cash interest with respect to the Pope Notes that was due and
payable to Pope on May 30, 2009, that the Company shall issue to Pope on or
prior to August 17, 2009, 82,500 shares (the “Shares”) of its
Common Stock (such payment shall be referred to herein as the “Special Interest
Payment”), and (iii) waives each and every applicable provision of the
2007 Securities Purchase Agreement, the 2008 Securities Purchase Agreement
(including, without limitation Section 4.17 (Right of First Refusal) and 4.21(c)
(Additional Negative Covenants of the Company)), the 2007 Notes and the 2008
Notes, each to the extent necessary in order to permit the Company to make the
Special Interest Payment.

     

    In
connection with the issuance by the Company of the Shares to Pope, Pope hereby
represents and warrants to the Company as follows:

     

    (i)           Pope
is an “accredited investor” as defined in Rule 501(a) under the Securities
Act.

     

    (ii)           Pope
is acquiring the Shares as principal for its own account and not with a view to
or for distributing or reselling such Shares or any part thereof, without
prejudice, however, to Pope’s right at all times to sell or otherwise dispose of
all or any part of such Shares in compliance with applicable federal and state
securities laws.  Pope is acquiring the Shares in the ordinary course
of its business.  Pope does not have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the
Shares.

     

    (iii)           Pope
has independently evaluated the merits of its decision to acquire the Shares
..  Pope acknowledges that it has been afforded (x) access to
information about the Company and the Subsidiaries and their respective
financial condition, results of operations, business, properties, management and
prospects sufficient to enable it to evaluate its investment and (y) the
opportunity to ask such questions as it has deemed necessary of and to receive
answers from, representatives of the Company concerning the merits and risks of
investing in the Shares.

     

    Except as
expressly waived or otherwise specifically provided herein, all of the
representations, warranties, terms, covenants and conditions of each of the
Securities Purchase Agreement and the Notes shall remain unamended and unwaived
and shall continue to be and shall remain in full force and effect in accordance
with their respective terms

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    This
letter is governed by the laws of the State of New York without giving effect to
the conflict of laws rules of any jurisdiction. This letter may be signed in one
or more counterparts, each of which shall be deemed and original and all of
which, taken together, shall constitute one and the same agreement.

     

    Kindly
acknowledge receipt of this letter and agreement to the foregoing by
executing  the enclosed copy of this letter where indicated and
returning it to the Company , whereupon it shall become a binding agreement
among us as of the date hereof.

    
       

      
        
          
            	
                     

                  	
                    Very
      truly yours,

                    


                    Jiangbo
      Pharmaceuticals, Inc.

                    


                    By:
      ______________________________

                    Name:

                    Title:

                  


          

        

        
           

        

      

    

    AGREED
AND ACKNOWLEDGED:

    


    Pope
Investments LLC

    


    By:________________________________

    Name:

    Title: