EXHIBIT 10.1
AMENDMENT NO. 1 TO CONVERTIBLE
PROMISSORY NOTE
This Amendment No. 1 to Convertible Promissory
Note (this “Amendment” ) is made and
entered into as of February 7, 2009, by and between Aeolus
Pharmaceuticals, Inc., a Delaware corporation (the
“Company” ), and Elan Pharma International
Limited, an Irish private limited liability company (the
“Holder” ).
RECITALS
Whereas,
pursuant to that certain
Termination, Exchange and Release Amendment, dated February 7,
2007, by and among the Company, Elan International Services, Ltd.,
and the Holder, the Company issued to the Holder a convertible
promissory note, dated February 7, 2007, in the aggregate principal
amount of $452,658.60 (the “Promissory Note”
);
Whereas,
pursuant to Section 2 of the
Promissory Note, the entire outstanding principal amount of the
Promissory Note, together with the accrued and unpaid interest
thereon, will become due and payable on February 7,
2009;
Whereas
, as of the date of this Amendment
(the “Effective Date” ), the aggregate amount
owed by the Company to the Holder under the Promissory Note is
$553,205.75 (the “Payment Due” ), consisting of
$452,658.60 in principal and $100,547.15 in accrued and
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