exv10w2






Exhibit 10.2




BMP Sunstone Corporation

600 W. Germantown Pike, Suite 400

Plymouth Meeting, PA 19462

Attention: Chief Executive Officer




Ladies and Gentlemen:




          The undersigned (the “Investor”), hereby confirms its agreement with you as follows:





          1. This Purchase Agreement (the “Agreement”) is made as of the date set
forth below between BMP Sunstone Corporation, a Delaware corporation (the
“Company”), and the Investor.




          2.
The Company has authorized the sale and issuance of up to 1,149,374
shares (the “Shares”) of common stock, par value $0.001 per share of the Company
(the “Common Stock”) and warrants to purchase 574,687 shares of Common Stock
(the “Warrants” and together with the Shares, the “Securities”) for a purchase
price of $3.20 per Security (the “Purchase Price”)




          3. The offering and sale of the Securities, including the shares of Common
Stock underlying the Warrants (the “Warrant Shares”) (the “Offering”) are being
made pursuant to (i) an effective Registration Statement on Form S-3 (No.
333-143789) (including the Prospectus contained therein (the “Base Prospectus”),
the “Registration Statement”) filed by the Company with the Securities and
Exchange Commission (the “Commission”), (ii) if applicable, certain “free
writing prospectuses” (as that term is defined in Rule 405 under the Securities
Act of 1933, as amended (the “Act”)), that have been or will be filed with the
Commission and delivered to the Investor on or prior to the date hereof, and
(iii) a Prospectus Supplement (the “Prospectus Supplement”), containing certain
supplemental information regarding the Securities and the Warrant Shares, the
Company and the terms of the Offering that will be filed with the Commission and
delivered to the Investor along with the Company’s counterpart to this Agreement
(or made available to the Investor by the filing by the Company of an electronic
version thereof with the Commission).




          4. The Company and the Investor agree that the Investor will purchase from
the Company and the Company will issue and sell to the Investor the Securities
set forth below for the aggregate purchase price set forth below. The Securities
shall be purchased pursuant to the Terms and Conditions for Purchase of
Securities attached hereto as Annex I and incorporated herein by reference as if
fully set forth herein. The Investor acknowledges that the offering is not being
underwritten by the placement agents and that there is no minimum offering
amount. Certificates representing the Shares purchased by the Investor will not
be issued to the



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Investor; instead, such Shares will be credited to the Investor using
customary book-entry procedures. Certificates representing the Warrants
purchased by the Investor will be issued to the Investor promptly after the
Closing Date.


The manner of settlement of the Shares purchased by the Investor shall be determined by such
Investor as follows (check one):




	 	 	 	 	 
	[___]

	 	A.
	 	Delivery versus payment (“DVP”) through the Depository
Trust Company (“DTC”) via Oppenheimer & Co. Inc.
(“Oppenheimer”) (i.e., the Company shall deliver Shares
registered in the Investor’s name and address as set forth
below and released by the Transfer Agent to the Investor
through DTC at the Closing (as defined in Annex I)
directly to the account(s) at Oppenheimer identified by
the Investor and simultaneously therewith payment shall be
made by Oppenheimer by wire transfer to the Company).
	 
	 	 	 	 
	[___]

	 	B.
	 	DVP through DTC via Susquehanna Financial Group, LLLP
(“Susquehanna”) (i.e., the Company shall deliver Shares
registered in the Investor’s name and address as set forth
below and released by the Transfer Agent to the Investor
through DTC at the Closing (as defined in Annex I)
directly to the account(s) at Susquehanna identified by
the Investor and simultaneously therewith payment shall be
made by Susquehanna by wire transfer to the Company).
	 
	 	 	 	 
	[___]

	 	C.
	 	DVP through DTC via Philadelphia Brokerage Corporation
(“Philadelphia”, and together with Oppenheimer and
Susquehanna, the “Placement Agents”) (i.e., the Company
shall deliver Shares registered in the Investor’s name and
address as set forth below and released by the Transfer
Agent to the Investor through DTC at the Closing (as
defined in Annex I) directly to the account(s) at
Philadelphia identified by the Investor and simultaneously
therewith payment shall be made by Philadelphia by wire
transfer to the Company).





NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR
AND THE COMPANY, THE INVESTOR SHALL:





	 	(I)	 	NOTIFY THE APPROPRIATE PLACEMENT AGENT OF THE ACCOUNT OR ACCOUNTS AT
SUCH PLACEMENT AGENT TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH
INVESTOR, AND
	 
	 	(II)	 	CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT SUCH PLACEMENT AGENT TO BE
CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE
EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE
INVESTOR.




IT IS THE INVESTOR’S RESPONSIBILITY TO ARRANGE FOR SETTLEMENT BY WAY OF DVP IN A TIMELY MANNER.
IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES OR DOES NOT 




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MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SECURITIES MAY NOT BE DELIVERED
AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.





          5. The Investor represents that, except as set forth below, (a) it has had
no position, office or other material relationship within the past three years
with the Company or persons known to it to be affiliates of the Company,
(b) neither it, nor any group of which it is a member or to which it is related,
beneficially owns (including the right to acquire or vote) any securities of the
Company, nor did the Investor acquire, or obtain the right to acquire, 20% or
more of the Common Stock (or securities convertible into or exercisable for
Common Stock) or the voting power of the Company on a post-transaction basis and
(c) it has no direct or indirect affiliation or association with any member of
the National Association of Securities Dealers, Inc. as of the date hereof.
Exceptions:


 

(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)





          6. The Investor hereby confirms receipt of the Issuer Free Writing
Prospectus, dated February 13, 2009, and the Base Prospectus, dated February 13,
2009, (collectively, the “Prospectus”), of the Company distributed by email to
the Investor with this Agreement or otherwise has been made available to the
Investor. The Investor confirms that it had full access to the Prospectus and
was fully able to read, review, download and print it. Investor acknowledges
that the Investor will be required to bear the cost, if any, of printing the
Prospectus.




          7. No offer by the Investor to buy any Securities will be accepted and no
part of the purchase price therefor will be delivered to the Company until the
Company has accepted such offer by countersigning a copy of this Agreement, and
any such offer may be withdrawn or revoked by the Investor, without obligation
or commitment of any kind, at any time prior to the Company (or the Placement
Agents on behalf of the Company) sending (orally, in writing, or by electronic
mail) notice of its acceptance of such offer. An indication of interest will
involve no obligation or commitment of any kind until this Agreement is accepted
and countersigned by or on behalf of the Company.



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                    Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose.



	 	 	 	 	 
	 

	 	Name of Investor:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Tax ID No:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Contact Name:	 	 
	 

	 	 	 	 
	 
	 

	 	Telephone:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name in which

book-entry

should be made

(if different):	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name of Broker:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Broker’s DTC No.:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Aggregate Purchase Price:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Number of Shares:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Number of Warrants.:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 
	 
	 	 	 	 
	BMP SUNSTONE CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







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Annex
I


TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES





          1. Authorization and Sale of Securities. The Company has
authorized the sale of up 1,149,374 Shares and Warrants to purchase
574,687
shares of Common Stock. The Company reserves the right to increase or decrease
this number.




          2. Agreement to Sell and Purchase the Securities; Subscription
Date.




          2.1 Upon the terms and subject to the conditions hereinafter set
forth, at the Closing (as defined in Section 3), the Company will sell to
the Investor, and the Investor will purchase from the Company, the number
of Shares and Warrants set forth on the signature page hereto at the
purchase price set forth on such signature page.




          2.2 The Company may enter into agreements similar to this Agreement
with certain other investors (the “Other Investors”) and expects to
complete sales of Securities to them. (The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the
“Investors”, and this Agreement and the purchase agreements executed by
the Other Investors are hereinafter sometimes collectively referred to as
the “Agreements.”) The Company may accept or reject Agreements in its
discretion.




          3. Delivery of the Securities at Closing. The completion of the
purchase and sale of the Securities (the “Closing”) shall occur on Friday,
February 20, 2009 (the “Closing Date”), at the offices of the Company’s counsel.
No later than one (1) business day after the execution of this Agreement by the
Investor and the Company, the Investor shall notify the appropriate Placement
Agent of the account or accounts at such Placement Agent to be credited with the
Shares being purchased by such Investor and confirm that the account or accounts
at such Placement Agent to be credited with the Shares being purchased by the
Investor have a minimum balance equal to the aggregate purchase price for the
Securities being purchased by the Investor. On the Closing Date, the Company
shall deliver the Shares to the Investor directly to the account(s) at such
Placement Agent, as applicable, identified by Investor and simultaneously
therewith payment shall be made from such account(s) to the Company through DTC.
Certificates representing the Warrants purchased by the Investor will be issued
to the Investor promptly after the Closing Date in physical form.



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          The Company’s obligation to issue and sell the Securities to the Investor shall be subject to
the following conditions, any one or more of which may be waived by the Company: (a) completion of
the purchases and sales of Securities under the Agreements that may be executed with the Other
Investors; and (b) the accuracy of the representations and warranties made by the Investors and the
fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing.




          The Investor’s obligation to purchase the Securities shall be subject to the condition that
the Placement Agents shall not have (a) terminated the Placement Agency Agreement dated February
13, 2009, between the Company and the Placement Agents (the “Placement Agency Agreement”) pursuant
to the terms thereof or (b) determined that the conditions to closing in the Placement Agency
Agreement have not been satisfied.





          4. Representations, Warranties and Covenants of the Company. The
Company hereby represents and warrants to, and covenants with, the Investor, as
follows:




          4.1 The Company has full right, power, authority and capacity to
enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement.




          4.2 This Agreement constitutes a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or
at law).




          5. Representations, Warranties and Covenants of the Investor.




          5.1 The Investor represents and warrants that it has access to the
Company’s base prospectus dated February 13, 2009 and the Issuer Free
Writing Prospectus dated February 13, 2009, relating to the Offering,
(collectively, the “Prospectus”).




          5.2 The Investor, if outside the United States, will comply with all
applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Securities or has in its possession
or distributes any offering material, in all cases at its own expense.




          5.3 The Investor further represents and warrants to, and covenants
with, the Company that (i) the Investor has full right, power, authority
and capacity to enter into this Agreement and to consummate



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the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this
Agreement, and (ii) this Agreement constitutes a valid and binding
obligation of the Investor enforceable against the Investor in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ and contracting parties’ rights generally and except
as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding
in equity or at law).




          5.4 The Investor understands that nothing in the Prospectus, this
Agreement or any other materials presented to the Investor in connection
with the purchase and sale of the Securities constitutes legal, tax or
investment advice. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of Securities.




          5.5 From and after obtaining the knowledge of the sale of the
Securities contemplated hereby, such Investor has not taken, and prior to
the public announcement of the transaction such Investor shall not take,
any action that has caused or will cause such Investor to have, directly
or indirectly, sold or agreed to sell any Common Stock, effected any short
sale, whether or not against the box, established any “put equivalent
position” (as defined in Rule 16a-1(h) under the Securities Exchange Act)
with respect to the Common Stock, granted any other right (including,
without limitation, any put or call option) with respect to the Common
Stock or with respect to any security that includes, relates to or derived
any significant part of its value from the Common Stock, whether or not,
directly or indirectly, in order to hedge it position on the Shares.




          6. Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Investor herein shall survive the execution of this Agreement, the delivery
to the Investor of the Securities being purchased and the payment therefor.




          7. Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed (A) if within
domestic United States by first-class registered or certified airmail, or
nationally recognized overnight express courier, postage prepaid, or by
facsimile, or (B) if delivered from outside the United States, by International
Federal Express or facsimile, and shall be deemed given (i) if delivered by



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first-class registered or certified mail domestic, three business days
after so mailed, (ii) if delivered by a nationally recognized overnight carrier,
one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed, or (iv) if delivered by facsimile,
upon electronic confirmation of receipt and shall be delivered as addressed as
follows:


(a) if to the Company, to:



BMP Sunstone Corporation

600 W. Germantown Pike, Suite 400

Plymouth Meeting, PA 19462

Fax: (610) 940-1676

Attention: Chief Financial Officer



With a copy to:



Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Fax: (215) 963-5001

Attention: Joanne R. Soslow




          (b) if to the Investor, at its address on the signature page hereto, or at such other address
or addresses as may have been furnished to the Company in writing.





          8. Changes. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Investor.




          9. Headings. The headings of the various sections of this
Agreement have been inserted for convenience or reference only and shall not be
deemed to be part of this Agreement.




          10. Severability. In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.




          11. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York,
without giving effect to the principles of conflicts of law.




          12. Counterparts. This Agreement may be executed in two or more
counterparts (delivery of which occur facsimile or as PDF or similar attachment
to an electronic communication), each of which shall constitute an original, but
all of which, when taken together, shall constitute but one
instrument, and shall become effective when one or more counterparts have
been signed by each party hereto and delivered to the other parties.



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INSTRUCTION SHEET FOR INVESTOR




(to be read in conjunction with the entire Purchase Agreement)



A. Please complete the following:




          1. Provide the information regarding the Investor requested on the signature page (page 1) of
the Purchase Agreement. The Purchase Agreement must be executed by an individual authorized to bind
the Investor.




          2. By 6 p.m. Eastern time on February 13, 2009, return via facsimile signed copies of the
enclosed Purchase Agreement and Authorization to Disburse Funds to each of the following persons:



Oppenheimer & Co. Inc.

300 Madison Avenue

New York, New York 10017

Attn: Jessica Cracolici

Phone: (212) 667-7307

Telecopy: (212) 667-6141



Latham & Watkins LLP

12636 High Bluff Drive, Suite 400

San Diego, California 92130

Attn: Kendra L. Archer

Phone: (858) 523-5429

Fax: (858) 523-5450



Please complete all of the information on the signature page of the Purchase Agreement to
facilitate the Closing and the electronic delivery of the Shares. Please also deliver the
originally signed documents to Kendra Archer at the address above via overnight delivery.




          If the Purchase Agreement is agreed and accepted by the Company, a copy of the Purchase
Agreement signed by the Company will be delivered to the Investor at a later date.




     3. No later than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall notify the appropriate Placement Agent of the account or
accounts at such Placement Agent to be credited with the Shares being purchased by such Investor
and confirm that the account or accounts at such Placement Agent to be credited with the Shares
being purchased by the Investor have a minimum balance equal to the aggregate purchase price for
the Securities being purchased by the Investor.




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