Exhibit 1
SUBSCRIPTION AGREEMENT
(ADVANTAGE)
THIS SUBSCRIPTION AGREEMENT, dated as of the date of acceptance set
forth below, by and between U.S. BIOSCIENCE, INC., a Delaware corporation, with
headquarters located at One Tower Bridge, 100 Front Street, West Conshohocken,
Pennsylvania 19428 (the "Company"), and the undersigned (the "Buyer").
W I T N E S S E T H:
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WHEREAS, the Company and the Buyer are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 under Regulation D ("Regulation D") as promulgated by the United
States Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "1933 Act"); and
WHEREAS, the Buyer wishes to subscribe for and purchase shares of
Common Stock, $.005 par value (the "Common Stock"), of the Company upon the
terms and subject to the conditions of this Agreement, subject to acceptance of
this Agreement by the Company; and
WHEREAS, contemporaneous with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Note Purchase
Agreement (the "Note Purchase Agreement"), providing for the purchase and sale,
upon the terms and subject to the conditions provided therein, of a convertible
promissory note of the Company in the principal amount of $7,000,000.00, the
Company and GFL Performance Fund Limited ("Performance") are executing and
delivering a Subscription Agreement (the "Performance Subscription Agreement"),
providing for the purchase and sale, upon the terms and subject to the
conditions provided therein, of shares of Common Stock for an aggregate
subscription price of $1,500,000.00, the Company and Performance are executing
and delivering a Note Purchase Agreement (the "Performance Note Purchase
Agreement"), providing for the purchase and sale, upon the terms and subject to
the conditions provided therein, of a convertible promissory note of the Company
in the principal amount of $3,500,000.00 and the Company and Genesee Fund
Limited-Portfolio B ("GFL-B") are executing and delivering a Note Purchase
Agreement (the "GFL-B Note Purchase Agreement"), providing for the purchase and
sale, upon the terms and subject to the conditions provided therein, of a
convertible promissory note of the Company in the principal amount of
$6,000,000.00;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE.
A. SUBSCRIPTION. The undersigned hereby subscribes for and agrees
to purchase the number of shares of Common Stock determined as set forth on the
signature page of this Agreement (the "Shares") at the price per Share
determined as set forth on the signature page of this Agreement. The aggregate
purchase price for the Shares shall be as set forth on the signature page hereto
and shall be payable in United States Dollars.
B. FORM OF PAYMENT. The Buyer shall pay the purchase price for the
Shares by delivering same-day or next-day federal funds in United States Dollars
to the escrow agent (the "Escrow Agent") identified in the Joint Escrow
Instructions attached hereto as ANNEX I (the "Joint Escrow Instructions"). Such
delivery of funds shall be made against delivery by the Company of a certificate
for the Shares. Promptly, but in no event later than one trading day following
payment by the Buyer to the Escrow Agent of the subscription price for the
Shares, the Company shall deliver a certificate for the Shares to the Escrow
Agent. By signing this Agreement, the Buyer and the Company each agrees to all
of the terms and conditions of, and becomes a party to, the Joint Escrow
Instructions, all of the provisions of which are incorporated herein by this
reference as if set forth in full.
C. METHOD OF PAYMENT. Payment of the purchase price for the Shares
shall be made by wire transfer of funds to:
Citibank, N.A.
153 East 53rd Street
New York, New York 10043
ABA#021000089
For Further Credit to A/C#37179446
for credit to the account of Brian W. Pusch Attorney Escrow Account
Reference: GFL/U.S. Bioscience
Not later than 4:00 p.m., New York City time, on the date which is two New York
Stock Exchange trading days after the Company shall have notified the Buyer that
the Shares have been approved for listing subject to official notice of
issuance, by the American Stock Exchange Inc. (the "AMEX") the Buyer shall
deposit with the Escrow Agent the aggregate subscription price for the Shares.
2. BUYER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.
The Buyer represents and warrants to, and covenants and agrees with,
the Company as follows:
a. The Buyer is purchasing the Shares for its own account for
investment only and not with a view towards the public sale or distribution
thereof;
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b. The Buyer is an "accredited investor" as that term is defined in
Rule 501 of the General Rules and Regulations under the 1933 Act by reason of
Rule 501(a)(3);
c. All subsequent offers and sales of the Shares by the Buyer shall
be made pursuant to registration of the Shares under the 1933 Act or pursuant to
an exemption from registration;
d. The Buyer understands that the Shares are being offered and sold
to it in reliance on specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Buyer set forth herein in order to determine the availability of such
exemptions and the eligibility of the Buyer to acquire the Shares;
e. The Buyer and its advisors, if any, have been furnished with all
materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Shares which have been requested
by the Buyer. The Buyer and its advisors, if any, have been afforded the
opportunity to ask questions of the Company and have received complete and
satisfactory answers to any such inquiries. Without limiting the generality of
the foregoing, the Buyer has had the opportunity to obtain and to review the
information furnished by the Company and contained in EXHIBIT A hereto and the
Company's (1) Annual Report on Form 10-K for the fiscal year ended December 31,
1994, (2) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1995, June 30, 1995 and September 30, 1995, (3) Current Report on Form 8-K,
dated May 19, 1995, (4) Amendment No. 1 on Form 8-K/A to Current Report on Form
8-K, dated July 20, 1995, (5) Amendment No. 1 on Form 8-A/A to Registration
Statement on Form 8-A, dated July 20, 1995, (6) Registration Statement on Form
8-A, dated April 11, 1995, (7) Registration Statement on Form 8-A, dated June 7,
1995 and (8) the Company's definitive Proxy Statement for its 1995 Annual
Meeting of Stockholders, in each case as filed with the SEC. The Buyer
understands that its investment in the Shares involves a high degree of risk;
f. The Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Shares; and
g. This Agreement has been duly and validly authorized, executed and
delivered on behalf of the Buyer and is a valid and binding agreement of the
Buyer enforceable in accordance with its terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and other
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similar laws affecting the enforcement of creditors' rights generally.
3. COMPANY REPRESENTATIONS, ETC.
The Company represents and warrants to the Buyer that:
A. CONCERNING THE SHARES AND THE COMMON STOCK. The Shares, when
issued, delivered and paid for in accordance with this Agreement, will be duly
and validly authorized and issued, fully paid and non-assessable and will not
subject the holder thereof to personal liability by reason of being such holder.
There are no preemptive rights of any stockholder of the Company, as such, to
acquire the Shares. The Common Stock is listed for trading on the AMEX and no
suspension of trading in the Common Stock is in effect; and the Company has
submitted a preliminary listing application relating to the Shares to the AMEX
and is not aware of any reason why such listing of the Shares, subject to
official notice of issuance, will not be approved by the AMEX.
B. SUBSCRIPTION AGREEMENT; REGISTRATION RIGHTS AGREEMENT. This
Agreement and the Registration Rights Agreement, the form of which is attached
hereto as ANNEX II (the "Registration Rights Agreement"), have been duly and
validly authorized by the Company, this Agreement has been duly executed and
delivered by the Company and this Agreement is, and the Registration Rights
Agreement, when executed and delivered by the Company, will be, valid and
binding agreements of the Company enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally; for purposes of the Rights
Agreement, dated as of May 19, 1995, by and between the Company and Chemical
Mellon Shareholder Services L.L.C., as Rights Agent, as in effect on the date
hereof (the "Rights Agreement"), this Agreement and the transactions
contemplated hereby are an action or transaction or series of related actions or
transactions approved by the Board of Directors, as a result of which the Buyer
shall not, by reason of this Agreement and the transactions contemplated hereby,
become an Acquiring Person (as defined in the Rights Agreement); and the Rights
Agreement, in the form filed with the SEC as an exhibit to the Company's Current
Report on Form 8-K, dated May 19, 1995, is the Rights Agreement as in effect on
the date hereof.
C. NON-CONTRAVENTION. The execution and delivery of this Agreement
and the Registration Rights Agreement by the Company and the consummation by the
Company of the issuance of the Shares and the other transactions contemplated by
this Agreement and Registration Rights Agreement do not and will not conflict
with or result in a breach by the Company of any of the terms or provisions of,
or constitute a default under, the certificate of incorporation or by-laws of
the Company, or any indenture,
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mortgage, deed of trust or other material agreement or instrument to which the
Company is a party or by which it or any of its properties or assets are bound,
or any existing applicable law, rule or regulation or any applicable decree,
judgment or order of any court, United States federal or state regulatory body,
administrative agency or other governmental body having jurisdiction over the
Company or any of its properties or assets.
D. APPROVALS. No authorization, approval or consent of any court,
governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market or the stockholders of the Company is required to be obtained
by the Company for the issuance and sale of the Shares as contemplated by this
Agreement, other than (1) approval of the listing of the Shares by the AMEX,
which approval shall be obtained on or prior to the Closing Date (as hereinafter
defined) and (2) the requirements of any applicable blue sky laws.
E. INFORMATION PROVIDED. The information provided by or on behalf
of the Company to the Buyer and referred to in Section 2(e) of this Agreement
does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstance under which they are made, not misleading.
F. ABSENCE OF CERTAIN CHANGES. Since December 31, 1994, there has
been no material adverse change and no material adverse development in the
business, properties, operations, financial condition, results of operations or
prospects of the Company, except as disclosed in the documents referred to in
Section 2(e) hereof and except that the Company has losses in the current fiscal
quarter consistent with the Company's losses in earlier fiscal quarters in 1995.
G. ABSENCE OF LITIGATION. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or body pending
or, to the knowledge of the Company or any of its subsidiaries, threatened
against or affecting the Company or any of its subsidiaries, wherein an
unfavorable decision, ruling or finding would have a material adverse effect on
the properties, business, condition (financial or other), results of operations
or prospects of the Company and its subsidiaries taken as a whole or the
transactions contemplated by this Agreement or any of the documents contemplated
hereby or which would adversely affect the validity or enforceability of, or the
authority or ability of the Company to perform its obligations under, this
Agreement or any of such other documents.
4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.
A. TRANSFER RESTRICTIONS. The Buyer acknowledges that (1) the
Shares to be issued to it hereunder have not been and are not being registered
under the provisions of the 1933 Act (except as provided in the Registration
Rights Agreement), and may not be
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transferred unless (A) the Shares are subsequently registered thereunder or (B)
the Buyer shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Shares may be sold or transferred pursuant to an exemption from such
registration; (2) any sale of the Shares made in reliance on Rule 144
promulgated under the 1933 Act may be made only in accordance with the terms of
said Rule and further, if said Rule is not applicable, any resale of such Shares
under circumstances in which the seller, or the person through whom the sale is
made, may be deemed to be an underwriter, as that term is used in the 1933 Act,
may require compliance with some other exemption under the 1933 Act or the rules
and regulations of the SEC thereunder; and (3) neither the Company nor any other
person is under any obligation to register the Shares (other than pursuant to
the Registration Rights Agreement) under the 1933 Act or to comply with the
terms and conditions of any exemption thereunder. Notwithstanding any other
provision of this Agreement, the Buyer may transfer a portion of the Shares only
if the number of Shares to be transferred had an original purchase price
pursuant to this Agreement of at least $2,000,000.00 and the transferee agrees
in writing with the Company to be bound by the provisions of Sections 4(g) and
4(h) hereof with respect to the Shares so transferred.
B. RESTRICTIVE LEGEND. The Buyer acknowledges and agrees that,
until such time as the Shares have been registered for resale under the 1933 Act
as contemplated by the Registration Rights Agreement, the certificates for the
Shares may bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates for the
Shares):
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended. The shares have been
acquired for investment and may not be sold, transferred or assigned
in the absence of an effective registration statement for these shares
under the Securities Act of 1933, as amended, or an opinion of
counsel, reasonably satisfactory in form, scope and substance to the
Company, that registration is not required under said Act.
C. REGISTRATION RIGHTS AGREEMENT. The parties hereto agree to enter
into the Registration Rights Agreement, in the form attached hereto as ANNEX II,
on or before the Closing Date.
D. FORM D; BLUE SKY LAWS. The Company agrees to file a Form D with
respect to the Shares as required under Regulation D and to provide a copy
thereof to the Buyer promptly after such filing. The Company shall, on or
before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Shares for, or obtain exemption for the
Shares for, sale to the Buyer at the closing pursuant to this Agreement under
applicable securities or "blue sky" laws of the states of the
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United States, and shall provide evidence of any such action so taken to the
Buyer on or prior to the Closing Date.
E. AMEX LISTING; REPORTING STATUS. On or before the Closing Date,
the Company shall file a listing application for the Shares with the AMEX and
shall provide evidence of such filing to the Buyer. For a period of three years
after the Closing Date so long as the Buyer beneficially owns any of the Shares,
the Company shall file all reports required to be filed with the SEC pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the Company shall not, terminate its status as an issuer
required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination.
F. USE OF PROCEEDS. The Company will use the proceeds from the sale
of the Shares for the Company's internal working capital purposes and shall not,
directly or indirectly, use such proceeds for any loan to or investment in any
other corporation, partnership, enterprise or other person; provided, however,
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that nothing in this Section 4(f) shall restrict the Company from using such
proceeds for (1) temporary liquid investments consistent with the Company's
practices for investing cash and cash equivalents for the period from January 1,
1995 to the date of this Agreement, (2) expenses in connection with arrangements
for marketing the Company's pharmaceutical products, (3) investments in
subsidiaries of the Company engaged in the business of developing and marketing
drugs for treating human diseases and illnesses or (4) acquisitions of business,
product lines, potential products or compounds which are, in the reasonable
judgment of the Company's Board of Directors, directly related to the business
of developing and marketing human pharmaceuticals.
G. LIMITATION ON CERTAIN ADDITIONAL PURCHASES. The Buyer agrees not
to become a Beneficial Owner (as hereinafter defined) of any Voting Stock (as
hereinafter defined) of the Company for the purposes or with the intention of,
as a result of such acquisition, becoming an Acquiring Person (as hereinafter
defined) for purposes of the Rights Agreement. If the Buyer shall have made
good faith efforts to comply with this Section 4(g), but shall nonetheless have
become a Beneficial Owner (as so defined) of any Voting Stock (as so defined) as
a result of which the Buyer shall have become an Acquiring Person (as so
defined), then, so long as for purposes of Section 1(a) of the Rights Agreement
there are at the time in office not less than two Continuing Directors (as
hereinafter defined), the Board of Directors will make such determinations as
contemplated by Section 1(a) of the Rights Agreement as shall permit the Buyer
to cease to be an Acquiring Person (as so defined), if the Buyer divests as
promptly as practicable a sufficient number of shares of Common Stock so that
the Buyer would no longer be an Acquiring Person (as so defined) and the Buyer
hereby agrees to make such divestiture. Capitalized terms used in this Section
4(g) and not otherwise defined in this
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Agreement shall have the respective meanings provided in the Rights Agreement.
H. MARKET STANDOFF. In connection with an underwritten public
offering of shares of Common Stock or securities convertible into shares of
Common Stock for the account of the Company, if the Registration Statement
required by Section 2(a) of the Registration Rights Agreement shall at the time
be effective and shall have been effective for at least 120 consecutive days
since it was first ordered effective by the SEC and the Company shall otherwise
have complied in all material respects with its obligations under this Agreement
and the Registration Rights Agreement, then, on at least 20 days prior written
notice, the Buyer shall enter into such written agreement as shall be reasonably
requested by the underwriter or underwriters for such offering pursuant to which
the Buyer shall agree not to make any public sale of the Shares for such period
of consecutive days (not in excess of 90 days) as other stockholders of the
Company agree to restrict the sale of their shares of Common Stock in connection
with such underwritten offering (the "Lock-up Period"). The provisions of this
Section 4(h) shall be applicable to no more than four such underwritten public
offerings as follows: (1) not more than two such underwritten public offerings
during the 24 months following the date the Registration Statement required by
Section 2(a) of the Registration Rights Agreement is first ordered effective by
the SEC (the "Effective Date"); provided, however, that the second such period
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of up to 90 days pursuant to this clause (1) may not commence earlier than 180
days after the end of the first such period of up to 90 days pursuant to this
clause (1), and (2) not more than two such public offerings during the 12 month
period commencing 25 months and ending 36 months after the Effective Date;
provided, however, that the first such period of up to 90 days pursuant to this
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clause (2) may not commence earlier than 120 days after the end of the then most
recent period of up to 90 days pursuant to the preceding clause (1) and the
second such period of up to 90 days pursuant to this clause (2) may not commence
earlier than 120 days after the end of the first such period pursuant to this
clause (2). If the Company shall have given a notice as contemplated by this
Section 4(h) but the Lock-up Period shall not have commenced and prior to the
commencement of such Lock-up Period the Company shall have withdraw such notice
by notice to the Buyer, then the Company shall continue to have the right
thereafter to invoke this Section 4(h) on one occasion in lieu thereof. The
form of any such agreement by the Buyer shall be substantially the same as that
entered into by other stockholders who enter into such agreements in connection
with such underwritten offering.
I. CERTAIN EXPENSES. Notwithstanding the joint and several
liability of the Company and the Buyer to the Escrow Agent under Section 11 of
the Joint Escrow Instructions, as between the Company and the Buyer any claims,
liabilities, costs or expenses of the Escrow Agent which are payable as provided
in Section 11 of
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the Joint Escrow Instructions shall be paid equally and if either the Company or
the Buyer shall have paid more than its share thereof then the other party shall
reimburse the party who has paid any such excess for the amount thereof on
demand.
5. TRANSFER AGENT INSTRUCTIONS.
Promptly following the delivery by the Buyer of the aggregate
subscription price for the Shares in accordance with Section 1(c) hereof, the
Company will instruct its transfer agent to issue one or more certificates for
the Shares, bearing the restrictive legend specified in Section 4(b) of this
Agreement prior to registration of the Shares under the 1933 Act, registered in
the name of the Buyer or its nominee and in such denominations to be specified
by the Buyer at least one business day prior to the date of the closing. The
Company warrants that no instruction other than such instructions referred to in
this Section 5 and stop transfer instructions to give effect to Section 4(a)
hereof prior to the registration of the Shares under the 1933 Act will be given
by the Company to the transfer agent with respect to the Shares and that the
Shares shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement and the Registration
Rights Agreement. Nothing in this Section shall affect in any way the Buyer's
obligations and agreement to comply with all applicable securities laws upon
resale of the Shares. If the Buyer provides the Company with an opinion of
counsel, reasonably satisfactory in form, scope and substance to the Company,
that registration of a resale by the Buyer of any of the Shares in accordance
with clause (1)(B) of Section 4(a) of this Agreement is not required under the
1933 Act, the Company shall permit the transfer of the Shares and promptly
instruct the Company's transfer agent to issue one or more share certificates in
such name or names and in such denominations as specified by the Buyer.
6. STOCK DELIVERY INSTRUCTIONS.
The certificate for the Shares shall be delivered by the Company to
the Escrow Agent pursuant to Section 1(b) hereof on a delivery against payment
basis at the closing.
7. CLOSING DATE.
The date and time of the issuance and sale of the Shares (the "Closing
Date") shall be 12:00 noon, New York City time, on the date which is one New
York Stock Exchange trading day after the date on which the Buyer has deposited
the aggregate subscription price for the Shares with the Escrow Agent in
accordance with Section 1(c) hereof, or such other mutually agreed to time. The
closing shall occur on the Closing Date at the offices of the Escrow Agent.
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8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
The Buyer understands that the Company's obligation to sell the Shares
to the Buyer pursuant to this Agreement is conditioned upon:
a. The receipt and acceptance by the Company of the Buyer's
subscription for the Shares as evidenced by execution of this Agreement by the
Company;
b. Delivery by the Buyer to the Escrow Agent of good funds as
payment in full of an amount equal to the aggregate subscription price for the
Shares in accordance with Section 1(c) hereof;
c. The accuracy on the Closing Date of the representations and
warranties of the Buyer contained in this Agreement as if made on the Closing
Date and the performance by the Buyer on or before the Closing Date of all
covenants and agreements of the Buyer required to be performed on or before the
Closing Date;
d. The Shares shall have been approved for listing, subject to
official notice of issuance, by the AMEX; and
e. The closings under the Note Purchase Agreement, the Performance
Subscription Agreement, the Performance Note Purchase Agreement and the GFL-B
Note Purchase Agreement shall have occurred unless any failure of such closing
to occur shall have resulted from the failure or refusal by the Company to
proceed with the closing thereunder notwithstanding the satisfaction on the date
of closing specified in such agreement of the conditions precedent to the
obligations of the Company to complete the closings thereunder.
9. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
The Company understands that the Buyer's obligation to purchase the Shares
is conditioned upon:
a. Delivery by the Company to the Escrow Agent of one or more
certificates for the Shares in accordance with this Agreement;
b. The accuracy on the Closing Date of the representations and
warranties of the Company contained in this Agreement as if made on the Closing
Date and the performance by the Company on or before the Closing Date of all
covenants and agreements of the Company required to be performed on or before
such Closing Date;
c. The Shares shall have been approved for listing, subject to
official notice of issuance, on the AMEX and the
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Company shall have furnished written evidence thereof to the Buyer;
d. On the Closing Date, the Buyer having received an opinion of
counsel for the Company, dated the Closing Date, in form, scope and substance
reasonably satisfactory to the Buyer, to the effect set forth in ANNEX III
attached hereto; and
e. The closings under the Note Purchase Agreement, the Performance
Subscription Agreement, the Performance Note Purchase Agreement and the GFL-B
Note Purchase Agreement shall have occurred, unless any failure of such closing
to occur shall have resulted from the failure or refusal by the Buyer,
Performance or GFL-B, as the case may be, to proceed with the closing thereunder
notwithstanding the satisfaction on the date of closing specified in such
agreement of the conditions precedent to the obligations of the Buyer,
Performance or GFL-B, as the case may be, to complete the closing thereunder.
10. GOVERNING LAW; MISCELLANEOUS. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York. A
facsimile transmission of this signed Agreement shall be legal and binding on
all parties hereto (including, without limitation, for purposes of Section 1(c)
hereof). The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction. This Agreement may
be amended only by an instrument in writing signed by the party to be charged
with enforcement. Any notices required or permitted to be given under the terms
of this Agreement shall be sent by mail or delivered personally or by courier
and shall be effective five days after being placed in the mail, if mailed, or
upon receipt, if delivered personally or by courier, in each case addressed to a
party at such party's address shown in the introductory paragraph or on the
signature page of this Agreement or such other address as a party shall have
provided by notice to the other party in accordance with this provision.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer
or one of its officers thereunto duly authorized as of the date set forth below.
AGGREGATE PURCHASE PRICE: $2,000,000.00
PRICE PER SHARE: Mean average of the closing bid price of the Common Stock on
the AMEX for the five trading days ending one trading day prior to the "Closing
Date" as defined in the Note Purchase Agreement, less 17.5%.
NUMBER OF SHARES: The quotient obtained by dividing $2,000,000.00 by the Price
Per Share determined as stated above, rounded up to the next highest whole
number.
NAME OF BUYER: GFL ADVANTAGE FUND LIMITED
SIGNATURE ____________________________
Title: _______________________________
Date: November 30, 1995
Address: c/o CITCO
Kaya Flamboyan 9
Curacao, Netherlands Antilles
This Agreement has been accepted and duly executed on behalf of the
Company by one of its officers thereunto duly authorized as of the date set
forth below.
U.S. BIOSCIENCE, INC.
By: ________________________
Title: _____________________
Date: November 30, 1995
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