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EXHIBIT 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is made as March
8, 2001, by and between IAT ReInsurance Syndicate, Ltd., a Bermuda corporation
(the "Purchaser"), and NeoTherapeutics, Inc., a Delaware corporation (the
"Company"), whereby the parties agree as follows:
The Purchaser shall buy from the Company and the Company agrees to sell
to the Purchaser: (i) 1,250,000 shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock") at a price per share of
$4.00, representing 107% of the average of the closing sale price of the Common
Stock for the thirty trading days immediately preceding the date of this
Agreement, and (ii) a five-year warrant (the "Warrant") to purchase up to
125,000 shares of Common Stock at a purchase price per share of $5.00 in the
form attached hereto as Exhibit A.
The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware. The Company has the requisite corporate
power and authority to enter into and perform its obligations under this
Agreement and to issue and sell the Shares and the Warrant in accordance with
the terms of this Agreement. The Shares and the Warrant have been duly
authorized by all necessary corporate action, and, when paid for and issued in
accordance with the terms of this Agreement, the Shares will be validly issued,
fully paid and nonassessable.
The Shares and the Warrant are being issued and sold pursuant to a
registration statement on Form S-3, File No. 333-53108, which registration
statement has been declared effective by the Securities and Exchange Commission.
The Company has delivered to the Purchaser and the Purchaser has reviewed a copy
of the prospectus included in such registration statement and a prospectus
supplement regarding the issuance and sale of the Shares and the Warrant, a copy
of which is attached hereto as Exhibit B.
The Purchaser shall wire the aggregate purchase amount of $5,000,000 to
the Company to the account set forth below:
Chase Manhattan Bank, N.Y.C.
4 New York Plaza, 15th Floor
New York, NY 10004
ABA Routing No: 021 000 021
FBO: Salomon Smith Barney, Inc.
Account No. 066-198038
For further credit to: NeoTherapeutics, Inc.
Account No. 561-04051-19-103
The Company shall cause its transfer agent to transmit the Shares
electronically to the Purchaser's account with the DTC set forth below:
DTC No. 0501
Account No. 41JC1209
IAT ReInsurance Syndicate Ltd.
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The Company shall deliver the Warrant to the Purchaser via overnight
delivery.
Notices to the Company shall be delivered to:
NeoTherapeutics, Inc.
Attention: Samuel Gulko, Senior Vice President Finance
157 Technology Drive,
Irvine, California 92618
Facsimile: (949) 788-6706
Notices to the Purchaser shall be delivered to:
IAT ReInsurance Copy to:
Attention: Bobby Moran Peter R. Kellogg
Spear, Leeds & Kellogg FAO Spear, Leeds & Kellogg
IAT ReInsurance 120 Broadway
120 Broadway New York, NY 10271
New York, NY 10271 Facsimile: (212) 433-7292
Facsimile: (212) 433-7292
Delivery of an executed copy of a signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
copy of this Agreement and shall be effective and enforceable as the original.
This Agreement shall be governed and construed in accordance with the internal
laws of the State of California without giving effect to the conflicts of law
principles thereunder.
AGREED AND ACCEPTED:
NeoTherapeutics, Inc. IAT ReInsurance Syndicate Ltd.
By: /s/ Samuel Gulko By: /s/ Peter R. Kellogg
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Samuel Gulko Peter R. Kellogg
Senior Vice President Finance President
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