TERMINATION OF LOAN DOCUMENTS
AND INVESTORS’ RIGHTS AGREEMENT
( Sirion Therapeutics, Inc. and PharmaBio
Development Inc. )
This Termination Agreement
(this “Agreement” ) dated as of
September 13, 2006, is made and entered into by and among
Sirion Therapeutics,
Inc. , a North Carolina corporation (
“Borrower” ), PharmaBio Development Inc. (d/b/a
NovaQuest) , a North Carolina corporation (
“Lender” ), and the individuals listed as
“Shareholders” on Exhibit A (the
“Founders” ) to the Investors’
Rights Agreement (as defined below). Capitalized terms used but not
defined herein shall have the meanings given to them in the Loan
Agreement (as defined below).
Whereas , Borrower and Lender
are parties to the following agreements and instruments executed in
connection with a $5,000,000 convertible loan (the
“Loan”) made by Lender to Borrower pursuant to the
terms thereof:
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“Loan Agreement”
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Collectively,
that certain Loan Agreement, dated February 14, 2006, and that
certain First Amendment to Loan Agreement dated July 5, 2006,
with Borrower as borrower and Lender as lender; and
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“Promissory Note”
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That certain
Promissory Note, dated February 14, 2006, in the principal
amount of $5,000,000, issued by Borrower to Lender; and
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“Security
Agreement”
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That certain
Security Agreement, date February 14, 2006, with Borrower as
grantor and Lender as secured party;
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the Loan
Agreement, Promissory Note and Security Agreement being
collectively referred to as the “Loan Documents”;
and
Whereas , in connection with
the Loan, Lender, Borrower and the Founders also entered into that
certain Investor Rights Agreement, dated February 14, 2006
(the “ Investors’ Rights Agreement
”); and
Whereas , Borrower and
Borrower’s shareholders are preparing to enter into a
contribution transaction (the
“Contribution” ) pursuant to which all
the holders of shares of capital stock in Borrower (the
“Sirion Shareholders” ) will contribute
all of their capital stock in Borrower to Tenby Pharma, Inc., a
“public shell&
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