INVESTMENT AGREEMENT

Exhibit 10.1

INVESTMENT AGREEMENT

INVESTMENT AGREEMENT (this “Agreement”), dated as of May 20, 2009 by and between PolyMedix, Inc., a Delaware corporation (the “Company”), and Dutchess Equity Fund, LP, a Delaware Limited Partnership (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to ten million dollars ($10,000,000) to purchase the Company’s common stock, $.001 par value per share (the “Common Stock”);

WHEREAS, such investments will be made in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

SECTION 1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings specified or indicated below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.

“ 1933 Act ” shall have the meaning set forth in the recitals, above.

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

“ AAA ” shall have the meaning specified in Section 12(A).

“ Agreement ” shall have the meaning specified in the preamble, above.

“ By-laws ” shall have the meaning specified in Section 4(C).

“ Certificate of Incorporation ” shall have the meaning specified in Section 4(C).

“ Closing ” shall have the meaning specified in Section 2(G).

“ Closing Date ” shall have the meaning specified in Section 2(G).

“ Common Stock ” shall have the meaning set forth in the recitals, above.

“ Company ” shall have the meaning specified in the preamble, above.

“ DTC ” shall have the meaning specified in Section 2(G).

“ DWAC ” shall have the meaning specified in Section 2(G).

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

“ Effective Date ” shall mean the date the Registration Statement is declared effective by the SEC.

“ Environmental Laws ” shall have the meaning specified in Section 4(M).

“Equity Line Transaction Documents ” shall mean this Agreement and the Registration Rights Agreement.

“ Execution Date ” shall mean the date indicated in the preamble, above.

“ FAST ” shall have the meaning specified in Section 2(G).

“ Indemnified Liabilities ” shall have the meaning specified in Section 11.

“ Indemnitees ” shall have the meaning specified in Section 11.

“ Indemnitor ” shall have the meaning specified in Section 11.

“ Investor ” shall have the meaning indicated in the preamble, above.

“ knowledge of the Company ” shall mean the actual knowledge of the principal executive officer and principal financial officer of the Company.

“Market Price” shall mean the VWAP of the Common Stock during the applicable Pricing Period. Any Trading Days during the Pricing Period where the daily VWAP is ten percent (10%) above or ten percent (10%) below the VWAP for the entire Pricing Period, and any Trading Days for which the Company has withdrawn a portion of a Put Amount pursuant to Section 2(C), will be omitted from this calculation.

“ Material Adverse Effect ” shall have the meaning specified in Section 4(A).

“ Maximum Common Stock Issuance ” shall have the meaning specified in Section 2(H).

“ Minimum Acceptable Price ” with respect to any Put shall be the price set forth by the Company in the applicable Put Notice.

“ Open Market Adjustment Amount ” shall have the meaning specified in Section 2(I).

“ Open Market Purchase ” shall have the meaning specified in Section 2(I)

“ Open Period ” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier to occur of (i) the date which is thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement in accordance with Section 9, below.

“ PCAOB ” shall have the meaning specified in Section 4(F).

“ Pricing Period ” shall mean the five-Trading Day period beginning on the Put Notice Date and ending on and including the date that is four (4) Trading Days after such Put Notice Date.

“ Principal Market ” means the Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Bulletin Board, whichever is the principal market on which the Common Stock of the Company is listed or quoted.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

“ prospectus ” shall mean any prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.

“ Purchase Price ” shall mean ninety-five percent (95%) of the Market Price during the Pricing Period.

“ Put ” shall have the meaning set forth in Section 2(B) hereof.

“ Put Amount ” shall have the meaning set forth in Section 2(B) hereof.

“ Put Notice ” shall mean a written notice, in the form of Exhibit C attached hereto, sent to the Investor by the Company stating the Put Amount in U.S. dollars the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.

“ Put Notice Date ” shall mean the Trading Day immediately following the day on which the Investor receives a Put Notice, however (notwithstanding anything to the contrary, including Section 12(G)), a Put Notice shall be deemed received on (a) the Trading Day it is received by facsimile, e-mail or otherwise by the Investor if such notice is received prior to 9:00 am Eastern Time, or (b) the immediately succeeding Trading Day if it is received by facsimile, e-mail or otherwise after 9:00 am Eastern Time on a Trading Day. No Put Notice shall be deemed received on a day that is not a Trading Day.

“ Put Shares Due ” shall have the meaning specified in Section 2(I).

“ Registration Rights Agreement ” shall have the meaning set forth in the recitals, above.

“ Registration Statement ” means a registration statement under the 1933 Act filed by the Company with the SEC to register the resale by the Investor of the Common Stock issuable hereunder.

“ Resolution ” shall have the meaning specified in Section 8(E).

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ SEC Documents ” shall have the meaning specified in Section 4(F).

“ Securities ” shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.

“ Shares ” shall mean the shares of the Company’s Common Stock.

“ Subsidiaries ” shall have the meaning specified in Section 4(A).

“ Trading Day ” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.

“VWAP” shall mean, with respect to any particular period, the simple average of the daily volume weighted average prices for the Trading Days to be included in the calculation for such period.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

SECTION 2. PURCHASE AND SALE OF COMMON STOCK.

(A) PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company may issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

(B) DELIVERY OF PUT NOTICES. Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars) (the “Put Amount”) of Shares which the Company intends to sell to the Investor on a Closing Date (the “Put”). The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. The Company shall not be entitled to deliver a Put Notice which sets forth a Put Amount in excess of the greater of: (I) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the Three (3) Trading Days prior to the date of delivery of the applicable Put Notice, multiplied by the average of the closing prices for such Trading Days, or (II) two hundred fifty thousand dollars ($250,000). After the Company’s delivery of the initial Put Notice, the Company shall not be entitled to submit a subsequent Put Notice until the Closing in respect to the previous Put Notice has been completed.

(C) COMPANY’S RIGHT TO WITHDRAWAL. The Company shall reserve the right, but not the obligation, to withdraw one-fifth of the Put Amount for each Trading Day during the Pricing Period if the VWAP for such Trading Day is below the Minimum Acceptable Price, by submitting to the Investor prior to the applicable Closing Date, in writing, a notice to withdraw that portion of the Put Amount. In the event that the Company withdraws any portion of any Put Amount, only the balance of such Put Amount shall be put to the Investor.

(D) INTENTIONALLY OMITTED.

(E) CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice, and the Investor shall not be obligated to purchase any Shares at a Closing, unless each of the following conditions are satisfied:

(I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) subject to a Put Notice at all times until the Closing with respect to the subject Put Notice;

(II) at all times during the period beginning on the applicable Put Notice Date and ending on and including the applicable Closing Date, the Common Stock shall have been listed or quoted on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;

(III) the Company shall have materially complied with its obligations under, and shall not be otherwise in breach of or in default under, the Equity Line Transaction Documents, unless any such noncompliance, breach or default has been cured prior to delivery of the Investor’s Put Notice Date;

(IV) no injunction shall have been issued and remain in force, and no action shall have been commenced by a governmental authority which has not been stayed or abandoned, which, in either case, would prohibit the purchase or the issuance of the Securities; and

(V) the issuance of the Securities shall not violate any shareholder approval requirements of the Principal Market.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

If any of the events described in clauses (I) through (V) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

(F) RESERVED.

(G) MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, each closing of a purchase by the Investor of Shares (a “Closing”) shall occur on a date which is no earlier than the first Trading Day following the applicable Pricing Period and no later than ten (10) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On or prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) after receipt of confirmation of delivery of such Securities to the Investor, the Investor shall deliver to the Company the Purchase Price to be paid for such Shares by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. Notwithstanding the foregoing clause (I), provided that the Company’s transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company, in lieu of delivering physical certificates representing the Securities, shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor’s prime broker (as specified by the Investor within a reasonable period of time in advance of the Investor’s request) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

The number of Shares to be put to the Investor and the Purchase Price to be paid by the Investor for the Shares at any Closing shall be determined based on the applicable Put Amount, any withdrawals by the Company of any portion of the applicable Put Amount pursuant to Section 2(C), and the applicable Pricing Period, and shall be set forth on a Put Settlement Sheet in the form attached hereto as Exhibit D. The number of Shares to be put to the Investor at a particular Closing shall equal the quotient of the applicable Put Amount divided by the applicable Purchase Price, rounded to the nearest whole Share.

The Company understands that a delay in the issuance of any Securities beyond the applicable Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for actual losses, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) up to the amounts determined in accordance with the following schedule (where “No. of Days Late” represents the number of Trading Days after the applicable Closing Date that the Securities are actually delivered, with the Amounts being cumulative.):

The Company shall make any payments incurred under this Section 2(G) in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor’s right to pursue actual damages in excess of the amounts provided for herein for the Company’s failure to issue and deliver the Securities to the Investor or for any Open Market Adjustment Amount; provided, that, any amounts paid by the Company pursuant to this Section 2(G) shall offset any such actual damages and/or Open Market Adjustment Amount.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

(H) OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of Shares issuable by the Company and purchasable by the Investor hereunder, shall not exceed 12,000,000 (the “Maximum Common Stock Issuance”).

(I) If, by the third (3rd) business day after a Closing Date, the Company fails to deliver any of the Shares Put to the Investor on such Closing Date (the “Put Shares Due”) and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery to a third party of Shares which could have been delivered from the Put Shares Due if the full amount of the Put Shares Due had been timely delivered to the Investor by the Company (the “Open Market Purchase”), then the Company shall pay to the Investor, in addition to delivering the Put Shares Due and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The “Open Market Adjustment Amount” is the amount equal to the excess, if any, of (x) the Investor’s total purchase price (including brokerage commissions, if any) for the Open Market Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within five (5) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 in an Open Market Purchase to cover a sale of shares of Common Stock for net proceeds of $10,000, the Open Market Adjustment Amount which the Company would be required to pay to the Investor would be $1,000.

(J) LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares of Common Stock outstanding (as determined in accordance with Rule 13d-1 of the 1934 Act) on the applicable Closing Date.

SECTION 3. INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Investor represents and warrants to the Company, and covenants, that:

(A) SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and (III) bearing the economic risk of such investment for an indefinite period of time.

(B) AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(C) SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to sell the Company’s Common Stock short, either directly or indirectly through its affiliates, principals or advisors, during the term of this Agreement.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

(D) ACCREDITED INVESTOR. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act.

(E) NO CONFLICTS. The execution, delivery and performance of the Equity Line Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of the partnership agreement or other organizational documents of the Investor.

(F) OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company’s management.

(G) INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution or resale in violation of the 1933 Act, and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act or pursuant to an exemption from such registration provisions.

(H) NO REGISTRATION AS A DEALER. The Investor is not and will not be required to be registered as a “dealer” under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

(I) GOOD STANDING. The Investor is a limited partnership, duly organized, validly existing and in good standing in the State of Delaware.

(J) TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities regarding the transactions contemplated by this Agreement, including but not limited to, any subsequent sale of the Securities.

(K) REGULATION M. The Investor will comply with Regulation M under the 1934 Act.

(L) COMMERCIALLY REASONABLE EFFORTS. The Investor shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section 7 of this Agreement.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the Schedules delivered by the Company to the Investor, or as disclosed in the Company’s SEC Documents, the Company represents and warrants to the Investor that:

(A) ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Each of the Company and the companies it owns or controls (“Subsidiaries”) is duly qualified to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the (i) assets, results of operations or financial condition of the Company and its Subsidiaries, if any, taken as a whole, (ii) legality, validity or enforceability of any Equity Line Transaction Document, or (iii) ability of the Company to perform its obligations under the Equity Line Transaction Documents.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

(B) AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.

(I) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement, and to issue the Securities in accordance with the terms hereof.

(II) The execution and delivery of the Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s board of directors and no further consent or authorization is required by the Company, its board of directors, or its shareholders.

(III) The Equity Line Transaction Documents have been duly and validly executed and delivered by the Company.

(IV) The Equity Line Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, and insofar as indemnification and contribution provisions may be limited by applicable law.

(C) CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of (i) 250,000,000 shares of common stock, $.001 par value per share, of which 59,845,065 shares are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares are issued and outstanding.

Except as disclosed in the SEC Documents or on Schedule 4(C):

(I) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (II) there are no outstanding debt securities; (III) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries; (IV) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); (V) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (VI) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; and (VII) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements.

The Company has furnished to the Investor, or the Investor has had access through SEC’s website to, true and correct copies of the Company’s Amended and Restated Certificate of Incorporation, as amended, as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

(D) ISSUANCE OF SHARES. The Company has reserved 12,000,000 Shares for issuance pursuant to this Agreement, which have been duly authorized and reserved for issuance pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issue thereof (other than any taxes, liens or charges which may arise from the acts of the Investor).

(E) NO CONFLICTS. The execution, delivery and performance of the Equity Line Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (I) result in a violation of the Certificate of Incorporation, any certificate of designations, preferences and rights of any outstanding series of preferred stock of the Company or the By-laws; or (II) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Except as disclosed in Schedule 4(E), neither the Company nor any of its Subsidiaries is in violation of any term of, or in default under, the Certificate of Incorporation, any certificate of designations, preferences and rights of any outstanding series of preferred stock of the Company or the By-laws, or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company’s knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement between the parties hereto) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Equity Line Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence (other than those specifically contemplated by this Agreement and as required under the 1933 Act and state securities laws) have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. Except as disclosed in Schedule 4(E), to the Company’s knowledge, it is not aware of any facts or circumstances which might give rise to any violation or default of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and, to the Company’s knowledge, it is not aware of any facts which would reasonably lead to the delisting or termination of the eligibility for quoting of the Common Stock by the Principal Market in the foreseeable future.

POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

(F) SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being herein referred to as the “SEC Documents”). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC prom