NOTE 6 – NOTES PAYABLE

The following is a summary of notes payable:

	September 30, 2015						December 31, 2014
			Non-						Non-
			current						current
	Current		portion,				Current		portion,
	portion, net		net		Total		portion, net		net		Total
Convertible 5% Notes Payable	$	181,668	$	-	$	181,668	$	275,190	$	-	$	275,190
Total	$	181,668	$	-	$	181,668	$	275,190	$	-	$	275,190

Convertible 5% Notes Payable

On March 8, 2010, Manhattan entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Manhattan, Ariston and Ariston Merger Corp., a Delaware corporation and wholly-owned subsidiary of Manhattan (the "Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement, on March 8, 2010, the Merger Sub merged with and into Ariston (the "Merger"), with Ariston being the surviving corporation of the Merger. As a result of the Merger, Ariston became a wholly-owned subsidiary of Manhattan.

The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $1,125 per share. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. We have no obligation under the 5% Notes aside from a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and b) the conversion feature, discussed above. Interest accrues monthly, is added to principal on an annual basis, every March 8, and is payable at maturity, which was March 8, 2015.

The cumulative liability including accrued and unpaid interest of these notes was approximately $20.3 million at September 30, 2015 and $19.5 million at December 31, 2014. No payments have been made on the 5% Notes as of September 30, 2015.

In December 2011 we elected the fair value option for valuing the 5% Notes. The fair value option was elected in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments (See Note 4 for further details).