EX-10.1 SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT, BY AND AMONG THE

Exhibit 10.1

SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
PURCHASE AGREEMENT

     This SECOND AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT , dated as of August 13, 2007 is made between the purchaser listed on the signature pages hereto (the “ Purchaser ”), the Amended Note Purchasers (as defined below), and ALSERES PHARMACEUTICALS, INC. , a Delaware corporation (the “ Company ”).

RECITALS

      WHEREAS , the Company entered into that certain Convertible Promissory Note Purchase Agreement, dated as of March 22, 2007 (the “ Original Agreement ”) by and among the Company and the purchasers listed therein (the “ Original Convertible Note Purchasers ”) pursuant to which the Company issued to each of the Original Convertible Note Purchasers a convertible promissory note (collectively, the “ Original Notes ”), and the Company obtained the right to borrow up to $15,000,000 (the “ Original Advance Amount ”) from the Original Convertible Note Purchasers;

      WHEREAS , the Company entered into that certain Amended and Restated Convertible Promissory Note Purchase Agreement, dated as of May 1, 2007 by and among the Company and the purchasers listed therein (the “ Amended Note Purchasers ”), pursuant to which the Original Convertible Note Purchasers agreed not to request any additional Advances (as defined in the Original Agreement) under the Original Agreement, and Highbridge International LLC (“ Highbridge ”) was added as a Purchaser (as defined in the Original Agreement) and was issued a convertible promissory note (the “ Highbridge Note ”);

      WHEREAS , as of the date hereof, the Company has borrowed $15,000,000 of the Original Advance Amount;

      WHEREAS , the Company requires certain funds for the operation of its business; and

      WHEREAS , the Purchaser is willing to provide the Company with such funds through the increase of the Original Advance Amount and the purchase of the New Note (defined below) on the terms and conditions hereafter provided, including certain registration rights relating to the Common Stock issued and issuable upon the conversion of the Convertible Notes (defined below);

      NOW, THEREFORE , in order to induce the Purchaser to purchase the New Note and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Purchaser, the Amended Note Purchasers and the Company hereby agree as follows:

     1.  DEFINED TERMS . When used in this Agreement the following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

     “ Affiliates ” shall mean any corporation, company, partnership, joint venture and/or firm that controls, is controlled by, or is under common control with the Company. For purposes of this definition, “control” shall mean (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors and (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities.

     “ Agreement ” means this Second Amended and Restated Convertible Promissory Note Purchase Agreement, as it may be amended or modified and in effect from time to time.

     “ Amended Note Purchasers ” shall have the meaning set forth in the preamble.

     “ Business Day ” means any day other than a Saturday, Sunday, or other day on which commercial banks in the Commonwealth of Massachusetts are authorized or required to close.

     “ Commitment Percentage ” shall have the meaning set forth in Section 2.1 hereof.

     “ Common Stock ” means the common stock, $0.01 par value per share, of the Company.

     “ Convertible Notes ” shall mean, collectively, the Original Notes, the Highbridge Note and the New Note.

     “ Cut Back Shares ” has the meaning set forth in Section 9.1(d).

     “ Effective Date ” means the date that the Registration Statement is first declared effective by the SEC.

     “ Effectiveness Period ” has the meaning set forth in Section 9.1(b).

     “ Electing Purchaser ” shall have the meaning set forth in Section 4.2

     “ Event of Default ” shall have the meaning assigned to such term in Section 11 hereof.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ First Commercial Sale ” shall mean, with respect to each Molecular Imaging Product, the first commercial sale in a country as part of a nationwide introduction by the Company, its Affiliates or its or its Affiliates’ licensees or sublicensees.

     “ Highbridge Note ” shall have the meaning set forth in the preamble.

     “ Highest Lawful Rate ” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to the Amended Note Purchasers or the Purchaser which are presently in effect or, to the extent allowed

by law, under such applicable laws which allow a higher maximum nonusurious interest rate than applicable laws now allow.

     “ Indemnified Party ” has the meaning set forth in Section 9.4(c).

     “ Indemnifying Party ” has the meaning set forth in Section 9.4(c).

     “ Loan Documents ” means collectively, this Agreement and the Convertible Notes.

     “ Losses ” means any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable attorneys’ fees.

     “ Maturity Date ” means the earliest to occur of (a) December 31, 2010 and (b) the date on which an Amended Note Purchaser or the Purchaser declares a Default (as defined in Section 11 below) to have occurred.

     “ Molecular Imaging Products ” shall mean products approved for sale by the appropriate U.S. and/or foreign regulatory body containing as the active ingredient the Company’s radio-labeled molecular imaging agents, currently in development or developed by the Company in the future, including, without limitation, the ALTROPANE ^® and FLUORATEC molecular imaging agents, for the diagnosis and monitoring of Parkinson’s Disease and Attention Deficit Hyperactivity Disorder using SPECT or PET camera imaging techniques.

     “ Net Sales ” shall mean the gross amount received by the Company, its Affiliates and/or its or its Affiliates’ licensees or sublicensees on sales or other dispositions of Molecular Imaging Products to Third Parties (other than licensees or sublicensees) in bona fide , arm’s-length transactions, less the following deductions:

     (a) Trade, cash and/or quantity discounts actually allowed and taken directly with respect to such sales, as reflected in the amount invoiced;

     (b) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paid directly by the Company with respect to the production, sale, delivery or use of the Molecular Imaging Product (excluding national, state or local taxes based on income), as reflected in the amount invoiced;

     (c) Amounts repaid or credited by reason of rejections, defects, recalls or returns, or because of chargebacks, refunds, rebates, retroactive price reductions or delayed ship orders;

     (d) Amounts credited for uncollectible amounts on previously sold products;

     (e) Freight, insurance and other transportation charges incurred in shipping a Molecular Imaging Product to Third Parties, as reflected in the amount invoiced;

     (f) Deduction of one percent (1%) for distribution and warehousing expenses; and

     (g) Any other reduction or specifically identifiable amounts included in the gross invoice that are creditable for reasons substantially equivalent to those listed above.

     Notwithstanding anything in this Agreement to the contrary, “ Net Sales ” shall exclude any sales or other disposition of Molecular Imaging Products for test marketing, clinical trial purposes or compassionate or similar use.

     Net Sales amounts shall be determined from the books and records of the Company, its Affiliates and/or its or its Affiliates’ licensees or sublicensees, maintained in accordance with generally accepted accounting principles, consistently applied.

     Sales between or among the Company, its Affiliates or their respective licensees and sublicensees shall be disregarded for purposes of calculating Net Sales. In the case of any sale or other disposal of a Molecular Imaging Product between or among the Company and its Affiliates, licensees and sublicensees, for resale, Net Sales shall be calculated as above only on the value charged or invoiced on the first arm’s-length sale thereafter to a Third Party.

     In the case of any sale or other disposal for value, such as barter or counter-trade, of any Molecular Imaging Product, or part thereof, other than in an arm’s-length transaction exclusively for money, Net Sales shall be calculated as above on the value of the non-cash consideration received or the fair market price (if higher) of the Molecular Imaging Product in the country of sale or disposal.

     In the event the Molecular Imaging Product is sold in a finished dosage form in combination with one or more other active ingredients (a “ Combination Product ”), the Net Sales of the Molecular Imaging Product, for the purposes of determining royalty payments, shall be determined by multiplying the Net Sales (as defined above) of the Combination Product by the fraction, ‘A/(A+B)’ where ‘A’ is the weighted (by sales volume) average sale price in the relevant country of the Molecular Imaging Product when sold separately in finished form and ‘B’ is the weighted average sale price in that country of the other product(s) sold separately in finished form. In the event that such average sale price cannot be determined for both the Molecular Imaging Product and the other product(s) in the Combination Product, Net Sales for purposes of determining royalty payments shall be agreed by the Parties based on the relative value contributed by each component, such agreement not to be unreasonably withheld.

     “ New Note” shall have the meaning set forth in Section 2.1 hereof.

     “ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Convertible Notes, and all other obligations, interest, fees, charges and expenses of the Company to the Amended Note Purchasers and the Purchaser arising under the Loan Documents.

     “ Original Advance Amount ” shall have the meaning set forth in the preamble.

     “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof.

     “ Pre-Commercial Income ” shall mean, with respect to each Molecular Imaging Product, all license fees, milestone payments and other amounts received by the Company and/or its Affiliates from Third Parties in connection with or related to the licensing or sublicensing to such Third Parties of the Company’s and/or its Affiliate’s rights under the intellectual property covering the Molecular Imaging Product. Notwithstanding anything in the foregoing to the contrary, “Pre-Commercial Income” shall exclude (a) any royalty payments or milestone payments based upon commercial sales levels, (b) amounts received for research and development activities undertaken for, or in collaboration with, such Third Parties, (c) amounts received for debt or equity securities of the Company and/or its Affiliates, provided that any amounts received in excess of the then current fair market value of such debt or equity securities shall, to the extent of such excess, be deemed to be Pre-Commercial Income, and (d) transfer pricing amounts paid in respect of Molecular Imaging Products supplied to such Third Parties.

     “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition), whether commenced or threatened in writing.

     “ Prospectus ” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

     “ Registrable Securities ” means the shares of Common Stock issued or issuable on the conversion of any Convertible Notes pursuant to Section 9.

     “ Registration Statement ” means each registration statement required to be filed under Section 9, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

     “ Registration Statement Questionnaire ” means a questionnaire in the form attached hereto as Exhibit B.

     “ Required Effectiveness Date ” means (i) if a Registration Statement does not become subject to review by the SEC, the date which is the earlier of (a) ninety (90) days after the Required Filing Date or (b) five (5) Trading Days after the Company receives notification from the SEC that such Registration Statement will not become subject to review, or (ii) if a Registration Statement becomes subject to review by the SEC, the date which is the earlier of (a) one hundred and twenty (120) days after the Required Filing Date or (b) five (5) Trading Days after the Company receives notification from the SEC that the SEC has no further comment to such Registration Statement.

      “Required Filing Date” has the meaning set forth in Section 9.1(a).

     “ Restriction Termination Date ” has the meaning set forth in Section 9.1(d).

     “ Rule 144 Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ SEC Reports ” means all documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof, together with any other materials filed or furnished by the Company under the Exchange Act, whether or not any such materials were required.

     “ SEC Restrictions ” has the meaning set forth in Section 9.1(d).

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Stockholder Approval ” shall have the meaning set forth in Section 4.1(b).

     “ Third Party ” shall mean any person or entity other than the Company or any of its Affiliates.

     “ Total Converted Balance ” shall have the meaning set forth in Section 4.2

     “ Trading Day ” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed or quoted on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not listed or quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     “ Trading Market ” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

     “ Transfer Agent ” means Continental Stock Transfer & Trust Company, or any successor transfer agent for the Company.

     “ Valid Claim ” means a claim of any issued, unexpired United States or foreign patent, which shall not be disclaimed, nor held invalid or unenforceable by a court of competent jurisdiction in an unappealed or unappealable decision.

     2.  CONVERTIBLE NOTE FACILITY .

          2.1 Purchase and Sale of New Note . At each Closing (as defined below), the Purchaser agrees on the terms of and subject to the conditions specified in this Agreement, to purchase from the Company, according to the Purchaser’s pro rata share (based upon the respective “ Commitment Percentage ” of the Purchaser as set forth on Schedule 2.1 attached hereto), and the Company agrees to sell to the Purchaser listed on Schedule 2.1, convertible promissory notes dated as of the date of such Closing in the form attached to this Agreement as Exhibit A (the “ New Note ”); provided, however, that in no event shall the Purchaser be obligated hereunder to purchase, in the aggregate, more than a principal amount of $10 million in New Notes.

          2.2 Closing . The closing of the issuance and sale of the New Note issued hereunder shall be held at the offices of counsel to the Company at 5:00 p.m. on the date and place as the Company and the Purchaser mutually agree in writing (each such date, a “ Closing ”).

          2.3 Payment of New Note Purchase Price . At each Closing, (i) the Company shall deliver to the Purchaser a New Note at such Closing, and (ii) as payment in full for the New Note being purchased by the Purchaser at such Closing, the Purchaser shall pay its purchase amount to the Company by wire transfer of immediately available funds to an account designated by the Company.

     2.4 Interest . Interest shall accrue on each Convertible Note from the date of issuance until such Convertible Note is paid in full or otherwise converted pursuant to Section 4 hereof. The Company promises to pay interest on the outstanding principal amount of each Convertible Note (i) until the Maturity Date, or if earlier, conversion pursuant to Section 4 hereof, at a per annum interest rate equal to five percent (5%), (ii) from and after the Maturity Date, or during the continuance of an Event of Default, at a per annum rate equal to ten percent (10%) or (iii) if less than the rates applicable under both clauses (i) and (ii), the Highest Lawful Rate. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. Interest shall accrue until paid in full and all unpaid interest shall be due and payable on the Maturity Date, unless otherwise converted pursuant to Section 4 hereof.

     2.5 Method of Payment . All payments of principal, interest, and fees hereunder shall be made on the date when due in immediately available funds in United States Dollars to the Amended Note Purchasers or the Purchaser at the Amended Note Purchaser’s or Purchaser’s address specified on the signature page hereof, or at such other address as shall be directed by the applicable Amended Note Purchaser or Purchaser in a writing received by the Company.

     2.6 Prepayments . The Company may not prepay any amounts under any Convertible Notes whether principal or interest.

     2.7 Usury Savings Clause . Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding

amount under the Convertible Notes issued hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Convertible Notes issued hereunder are repaid in full the total interest due hereunder is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Company shall pay to the Amended Note Purchasers or the Purchaser, as the case may be, an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Amended Note Purchasers, the Purchaser and the Company to conform strictly to any applicable usury laws. Accordingly, if the Amended Note Purchasers or the Purchaser contract for, charge, or receive any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall be applied to the outstanding principal amount of the Convertible Notes issued hereunder or be refunded to the Company.

     3.  CONDITIONS PRECEDENT . The obligations of Purchaser to purchase the New Note shall be subject to the following conditions precedent that on the date of the Closing:

         3.1 Each of the representations and warranties of the Company contained in this Agreement and the New Note shall be true and correct in all material respects; and

         3.2 At the time of, and immediately after giving effect to, the issuance of such New Note, no Event of Default shall have occurred and be continuing.

     4.  OPTIONAL CONVERSION .

         4.1 Conversion to Equity .

               (a) After December 31, 2007, at any time during which Convertible Notes remain outstanding, up to all of the outstanding principal and accrued interest under any particular Convertible Note then outstanding may be converted, at the sole option of the holder thereof and by written notice to the Company, into shares of Common Stock of the Company at a conversion price equal to $2.50 per share.

               (b) Notwithstanding anything to the contrary contained herein, each Amended Note Purchaser and the Purchaser shall be prohibited from effecting a conversion pursuant to this Section 4.1 if at the time of such conversion (i) the Common Stock issuable to an Amended Note Purchaser or the Purchaser pursuant to such conversion or as a result of such conversion, when taken together with all shares of Common Stock then held or otherwise beneficially owned by an Amended Note Purchaser or the Purchaser exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, (ii) the Common Stock issuable to an Amended Note Purchaser or the Purchaser pursuant to such conversion or as a result of such conversion, exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, in each case unless the stockholders of the Company have approved

the conversion of all of the shares of Common Stock issuable hereunder and the transactions contemplated hereby pursuant to Nasdaq Marketplace Rule 4350(i)(1)(D)(ii) and any other applicable rules and regulations (“ Stockholder Approval ”). The foregoing provision however shall not restrict the number of shares of Common Stock which the Amended Note Purchaser or the Purchaser may receive or beneficially own in order to determine the amount of securities or other consideration that an Amended Note Purchaser or the Purchaser may receive in the event of a merger, sale or other business combination involving the Company.

               (c) The Company hereby covenants and agrees that in the event an Amended Note Purchaser or the Purchaser is prohibited from effecting a conversion of Convertible Notes pursuant to this Section 4.1, then upon receipt of written notice of such event from such Amended Note Purchaser or the Purchaser, the Company shall use its best efforts to seek Stockholder Approval.

               (d) Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion of the Highbridge Note or the New Note, and neither Highbridge nor the Purchaser, nor any of their respective affiliates shall have the right to effect any conversion pursuant to this Section 4.1, to the extent that after giving effect to such conversion, Highbridge (together with its affiliates and any other person or entity acting as a group together with Highbridge) on the one hand, or the Purchaser (together with its affiliates and any other person or entity acting as a group together with the Purchaser) on the other hand, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon any such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Highbridge or the Purchaser shall include the number of shares of Common Stock issuable upon the conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Highbridge Note or the New Note beneficially owned by Highbridge or the Purchaser or any of their respective affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Highbridge or the Purchaser or any of their respective affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, Highbridge and the Purchaser may rely on the number of outstanding shares of Common Stock as reflected in the later dated of (x) the Company’s most recent Form 10-K (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Highbridge or the Purchaser, the Company shall within two Trading Days confirm orally and in writing to Highbridge the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Highbridge Note or the New Note, since the date as of which such number of outstanding shares of Common Stock was reported.

          4.2 Conversion to Royalty Stream .

               (a) At any time all or any of the Amended Note Purchasers or the Purchaser may elect (as such, collectively, the “ Electing Purchasers ”, and, individually, an “ Electing Purchaser ”), at their sole option and by written notice to the Company, to convert, in $1 million increments, up to the entire amount of the principal and accrued interest then outstanding on all Convertible Notes then held by such Electing Purchaser (the “ Total Converted Balance ”), into the right to receive from the Company the following payments related to the Company’s Molecular Imaging Products:

                         (i) For each One Million ($1,000,000) of Total Converted Balance,

                         (A) 2% of Pre-Commercial Income; plus

                         (B) a royalty at a rate of one half of one percent (0.5%) of Net Sales of Molecular Imaging Products.

                    By way of example only, if the Total Converted Balance being converted by the Electing Purchaser is $3.5 million, the Company would be required to pay 7% of Pre-Commercial Income (2% x 3.5) to such Electing Purchaser plus a royalty of 1.75% on Net Sales of Molecular Imaging Products (0.5% x 3.5).

                         (ii) The Company agrees to provide each Amended Note Purchaser and the Purchaser with at least 30 days prior written notice of the execution of a partnership agreement for the Molecular Imaging products to enable them to make an election to convert under this Section 4.2. Upon receipt of such notice, each Amended Note Purchaser and the Purchaser will have 30 days to elect such conversion. For purposes of clarity, any amounts which may be owed by the Company under Section 4.2(a)(i) above after proper notice is given and no election is made, shall be owed on a going-forward basis and shall not apply retroactively to any Pre-Commercial Income received by the Company and/or its Affiliates or Net Sales of Molecular Imaging Products prior to the date of such election to convert.

               (b) The Company shall make the payments set forth in Section 4.2(a)(i) above on a calendar quarterly basis to each Electing Purchaser.

               (c) The Company shall deliver to each Electing Purchaser within sixty (60) days after the end of each calendar quarter following such Electing Purchaser’s election to convert, reasonably detailed written accountings of Pre-Commercial Income and Net Sales of Molecular Imaging Products that are subject to payments due to such Electing Purchaser hereunder for such calendar quarter. When the Company delivers such accountings to such Electing Purchaser, the Company shall also deliver all payments due under Section 4.2(a)(i) for such calendar quarter.

               (d) On a country-by-country and Molecular Imaging Product-by-Molecular Imaging Product basis, the royalty obligation of the Company hereunder shall cease at the expiration of the last-to-expire Valid Claim covering a Molecular Imaging Product in said

country or, in the case of countries where no Valid Claims covering a Molecular Imaging Product have been granted, ten (10) years after the First Commercial Sale of a Molecular Imaging Product in said country. In no event will the Company’s royalty obligation hereunder cease so long as royalties in excess of those owed hereunder are paid to the Company by its licensee of any or all of the Molecular Imaging Products.

     5.  REPRESENTATIONS AND WARRANTIES . The Company represents and warrants to the Purchaser that on the date hereof:

          5.1 The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is duly qualified and in good standing in every other jurisdiction where the nature of its business or the location or ownership of its properties requires such qualification and where the failure to be so qualified would reasonably be expected to have a material adverse effect on the Company’s business, operations, properties, assets or condition (financial or otherwise).

          5.2 The Company has the corporate power and authority to execute and deliver this Agreement and the New Note and to perform all of the obligations hereunder, and all necessary corporate action has been taken to execute and deliver this Agreement and the New Note and to issue and sell the New Note hereunder.

          5.3 This Agreement and the New Note constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws generally affecting the enforcement of the rights of creditors.

          5.4 The execution, delivery and performance by the Company of this Agreement and the New Note does not (i) violate any provisions of the Company’s Certificate of Incorporation, as amended, bylaws, as amended, or any material contract, agreement, law, regulation, order, decree or writ to which the Company or any of its properties are subject or (ii) require the consent or approval of any person, entity or authority, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of any of the foregoing.

     6.  REPRESENTATIONS AND WARRANTIES OF PURCHASER . The Purchaser represents and warrants, severally and not jointly, to the Company as follows:

          6.1 Investment Intent . The Purchaser understands that the New Note has not been registered under the Securities Act or any applicable state securities law and is acquiring the New Note as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such New Note, has no present intention of distributing the New Note and has no arrangement or understanding with any other persons regarding the distribution of the New Note. The Purchaser is acquiring the New Note hereunder in the ordinary course of its business. The Purchaser does not have any agreement or understanding, directly or indirectly, with any person to distribute the New Note.

          6.2 Purchaser Status . At the time the Purchaser was offered the New Note, it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the

Securities Act. The Purchaser (if not already a registered broker-dealer under Section 15 of the Exchange Act) is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

          6.3 Experience of Purchaser . The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the New Note, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the New Note and, at the present time, is able to afford a complete loss of such investment.

          6.4 General Solicitation . The Purchaser is not purchasing the New Note as a result of any advertisement, article, notice or other communication regarding the New Note published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

          6.5 Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement. The Company shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section 6.5 that may be due in connection with the transactions contemplated by this Agreement.

          6.6 Acquiring Person . The Purchaser, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), become the beneficial owner of 20% or more of the Company’s outstanding Common Stock. For purposes of this Section 6.6, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act.

     7.  AFFIRMATIVE COVENANTS . During the term of this Agreement and while the Convertible Notes remain outstanding, unless each Amended Note Purchaser and the Purchaser consents thereto in writing:

          7.1 The Company shall maintain its corporate existence, business and assets, keep its business and assets adequately insured, maintain its chief executive office at the location listed on the signature page hereof, and comply in all material respects with all requirements of applicable law.

          7.2 The Company (a) shall provide each Amended Note Purchaser and the Purchaser at least 10 days prior written notice of the Company’s intent to change its name or its mailing address and (b) shall not change its type of organization or jurisdiction of organization.

     8.  NEGATIVE COVENANTS . So long as any principal and interest remains outstanding under the Convertible Notes, the Company shall not:

          8.1 Create, incur, assume, guaranty, become liable with respect to (contingently or otherwise), or permit to be outstanding any indebtedness for money borrowed (including, without limitation, any indebtedness evidenced by any notes, instruments or

agreements or in connection with any capitalized lease), except for obligations under this Agreement and the Convertible Notes;

          8.2 (i) Declare or pay any cash dividend, or make a distribution on, repurchase, or redeem, any class of stock of the Company, other than pursuant to repurchase obligations under existing employee stock purchase or option plans or (ii) Sell, lease, transfer or otherwise dispose of any material assets or property of the Company; or

          8.3 Dissolve or liquidate.

     9.  REGISTRATION RIGHTS .

          9.1 Registration Statement .

               (a) Subject to the receipt of necessary information from the Amended Note Purchasers and the Purchaser, including the information requested in the Registration Statement Questionnaire, within 60 calendar days following the date hereof (the “ Required Filing Date ”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act).

               (b) The Company shall use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of the date that all Registrable Securities covered by such Registration Statement have been sold or can be sold publicly under Rule 144(k) (the “ Effectiveness Period ”); provided that, upon notification by the SEC that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Registration Statement within five (5) Trading Days after receipt of such notice and request that it become effective on 4:00 p.m. New York City time on the Effective Date and file a prospectus supplement for any Registration Statement, if required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date.

               (c) Notwithstanding anything in this Agreement to the contrary, after 60 consecutive Trading Days of continuous effectiveness of the initial Registration Statement filed and declared effective pursuant to this Agreement, the Company may, by written notice to the Amended Note Purchasers and the Purchaser, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Amended Note Purchasers and the Purchaser immediately cease the sale of shares of Common Stock pursuant thereto and/or defer the filing of any subsequent Registration Statement if (i) the Company is engaged in a merger, acquisition or sale and the Board of Directors of the Company determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) it would be materially detrimental to the Company (other than as relating solely to the price of the Common Stock) to maintain a

Registration Statement at such time or (B) it is in the best interests of the Company to suspend sales under such registration at such time, (ii) requested by the SEC or any other federal or state governmental authority during the Effectiveness Period of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (iii) the SEC or any other federal or state governmental authority issued any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iv) the Company receives any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) the Company elected to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith judgment of the Board of Directors of the Company, in the best interest of the Company; or (vi) any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or a