Sample Business Contracts

Note Purchase Agreement - St. Albans Partners Ltd. and Pharmos Corp.

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                             NOTE PURCHASE AGREEMENT

      AGREEMENT entered into as of the 28th day of February, 2003, by and
between St. Albans Partners, Ltd. ("Seller") and Pharmos Corporation, a Nevada
corporation having its principal offices at 99 Wood Avenue South, Suite 301,
Iselin, New Jersey 08830 ("Purchaser" or the "Company").

      WHEREAS, upon the terms and conditions hereof, the Purchaser desires to
purchase, and the Seller desires to sell, an aggregate of One Million One
Hundred Twenty Five Thousand Six Hundred Eighty Eight Dollars ($1,125,688)
principal amount of 6% Convertible Debentures represented by certificates nos. 6
and 7 for $562,844 each (the "Notes"), purchased by Seller from the Company
pursuant to that certain Purchase Agreement, dated September 1, 2000, by and
among Seller, Purchaser and certain other parties (the "Purchase Agreement").
Certain terms and conditions of the Notes were modified by that certain
Amendment Agreement dated December 31, 2001 by and among Seller, Purchaser and
certain other parties (the "Amendment Agreement"). The Purchase Agreement and
the Amendment Agreement are referred to collectively herein as the "Note
Purchase Agreements." Terms not defined herein shall have the meanings ascribed
to them in the Note Purchase Agreements.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Seller and the Purchaser hereby agree as follows:

                           SECTION 1: SALE OF THE NOTE

      1.1 Sale of the Note. Subject to the terms and conditions hereof, the
Seller will sell and deliver to the Purchaser and the Purchaser will purchase
from the Seller, upon the execution and delivery hereof, the Note for an
aggregate of One Million Two Hundred Twenty Three Thousand Nine Hundred Sixty
Dollars and 56/00 ($1,223,960.56) (the "Purchase Price"). Seller represents and
warrants that it is the sole owner of the Notes, free and clear of all claims,
liens or encumbrances of any nature. Seller agrees to waive any claim for
accrued but unpaid interest.

                        SECTION 2: CLOSING DATE; DELIVERY

      2.1 Closing Date. The closing of the purchase and sale of the Notes
hereunder (the "Closing") shall be held within ten (10) days of the execution of
this Agreement, or as otherwise may be agreed by the parties, at the offices of
Seller's attorneys, Feldman Weinstein LLP.

      2.2 Delivery at Closing. At the Closing, Seller will deliver to the
Purchaser original certificates in Seller's name representing the Notes and
Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds to such account as is designated by Seller. Seller may offset the Purchase
Price against any amounts otherwise due the Purchaser under any other agreement
between them.


      The parties hereto represent, warrant and covenant, solely as to
themselves, as follows:

      3.1 As of the date hereof, Seller has no claims against the Company
pursuant to the Notes for any amounts outstanding or any default thereunder.
Seller is not aware of any default or any events which may give rise to an event
of default pursuant to the Notes.

      3.2 Seller agrees not to convert any portion of the Notes prior to

      3.3 As of the date hereof, the Company has no claims against Seller
pursuant to the Notes or otherwise. The Company is not aware of any default by
Seller or any events which may give rise to an event of default under the Notes.
The Company hereby releases, acquits and forever discharges Seller from any and
all actions, causes of action, claims, demands, damages, judgments, debts, dues
and suits of every kind, nature and description whatsoever arising under the
Notes, which the Company ever had, now has or may have against Seller.

      3.4 The Company hereby represents and warrants to Seller as of the date
hereof that the Company has all requisite corporate power and authority to enter
into and perform this Agreement and the transactions contemplated hereby. The
Company further represents and warrants that this Agreement constitutes a valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.


      3.5 The Company hereby represents and warrants it has performed all
agreements and satisfied all conditions required to be performed or satisfied
prior to the date hereof under the Original Transaction Documents and all other
documents executed pursuant to the Note Purchase Agreements when and as

      3.6 The Company hereby represents that no Event of Default (as defined in
the Note) has occurred, is likely to occur or is threatened, and no event has
occurred which constitutes or would constitute an Event of Default with notice
or the passage of time or both, as of the date hereof.

      3.7 The execution, delivery and performance of this Agreement and
compliance therewith by Purchaser and Seller, and the purchase and sale of the
Notes, will not result in a violation of and will not conflict with, or result
in a breach of, any of the terms of, or constitute a default under, any
provision of state or Federal law to which Purchaser or Seller is subject, or
any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or
regulation or other restriction to which the Purchaser or Seller is a party or
by which it is bound, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of Purchaser or
Seller pursuant to any such term.

                            SECTION 4: MISCELLANEOUS

      4.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the State of New York, without regard to conflicts of laws principles

      4.2 Survival. The terms, conditions and agreements made herein shall
survive the Closing.

      4.3 Assignment. This Agreement may not be assigned by either party hereto.

      4.4 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors and administrators of the
parties hereto.

      4.5 Entire Agreement; Amendment; Waiver. This Agreement constitutes the
entire and full understanding and agreement between the parties with regard to
the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated, except by a written instrument signed
by all the parties hereto.

      4.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.

      4.7 No Modification. Except as set forth herein, the Note Purchase
Agreements, the Original Transaction Documents and all other documents and
instruments executed in connection therewith shall remain unmodified and in full
force and effect.

      IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the day and year first above written.

                                        PHARMOS CORPORATION

                                        By:    s/ ROBERT W. COOK
                                        Name:  Robert W. Cook
                                        Title: Executive Vice President and
                                               Chief Financial Officer

                                        ST. ALBANS PARTNERS, LTD.

                                        By:    S/ JOHN B. WAGNER
                                        Name:  John B. Wagner
                                        Title: Partner