8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2010

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-23357	35-1345024
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE, INDIANA	47906-1382
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Item 1.01 Entry in a Material Definitive Agreement

On April 30, 2010 Bioanalytical Systems, Inc. (the "Company") entered into an agreement, effective April 26, 2010,  between Algorithme Pharma Holdings Inc,(“Algo Holdings”),  Algorithme Pharma USA Inc. (“Algo USA”), W. Fayette Street LLC (“Fayette”) and the Company whereby the lease between the Company and Fayette of May 2007 and the assignment of the lease between the Company and Algo USA of June 2008 were terminated in consideration of a cash payment by Algo Holdings to Fayette.  These leases involved the Baltimore facility utilized by the Company for its Pharmacology Clinical Research Unit prior to its sale to Algo USA in June 2008.  Included in the agreement are general releases between the parties, and dismissal of litigation regarding performance and payment under the leases.  Prior to this agreement, the Company had a contingent liability to perform on the lease in the event of non-performance by Algo USA and Algo Holdings.

In order to eliminate the contingent liability and contribute to the above settlement, the Company issued a $250,000 term note to Algo Holdings payable in monthly installments of $10,000 beginning June 1, 2010 until May 1, 2012 when the unpaid balance becomes due.  There is no interest on this note if paid within its terms.  This summary description of the note is qualified in its entirety by reference to the note filed as Exhibit 10.1 hereto.

Item 1.02 Termination of a Material Definitive Agreement

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.

Item 2.03 Creation of a Direct Financial Obligation

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

 Item 9.01. Exhibits.

(d) Exhibits

10.1  Promissory Note between Bioanalytical Systems, Inc. and Algorithme Pharma Holdings Inc. dated April 30, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIOANALYTICAL SYSTEMS, INC.
Date: April 30, 2010	By:	/s/ Michael R. Cox
		Michael R. Cox
		VP-Finance and Administration

Exhibit Index

Exhibit No.	Description
10.1	Promissory Note between Bioanalytical Systems, Inc. and Algorithme Holding Inc. dated April 30, 2010.

EX-10.1

PROMISSORY NOTE

$250,000 April 30_, 2010

FOR VALUE RECEIVED, BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (“BASi”), promises to pay to the order of ALGORITHME PHARMA HOLDINGS INC., a Canadian corporation (together with any other person or persons who may from time to time hold this Promissory Note (as amended, this “Note”), collectively, “Algorithme”), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Principal Sum”), together with interest thereon at a fixed rate equal to zero percent (0%) per annum from the date of this Note until the Principal Sum is paid in full, as follows:

(a)         BASi shall pay to Algorithme installment payments of the Principal Sum of Ten Thousand Dollars ($10,000) each, commencing on June 1, 2010 and continuing on the first day of each month thereafter to maturity; and

(b)         unless sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid thereon, shall be due and payable in full on May 1, 2012.

Notwithstanding the foregoing, upon the occurrence of an Event of Default (as hereinafter defined), the unpaid Principal Sum shall bear interest thereafter eighteen percent (18%) per annum, which shall be due and payable on demand if such Event of Default has not been cured within thirty (30) days of such Event of Default.

BASi may prepay the Principal Sum in whole or in part at any time without premium or penalty, provided that, on the same date as such prepayment of the Principal Sum, BASi shall also pay any accrued and unpaid interest on the Principal Sum being prepaid.

All payments made on account of this Note shall be applied first to any unpaid collection and enforcement costs, next to any fees and charges owing hereunder, next to accrued and unpaid interest and then to the unpaid Principal Sum in the inverse order of maturity.  All payments on account of this Note shall be paid in lawful money of the United States of America during regular business hours of Algorithme at its office at 575 Armand-Frappier Boulevard, Laval, Quebec H7V 4B3 or at such other times and places as Algorithme may at any time and from time to time designate in writing to BASi.  All references in this Note to “dollars” and “cents” and all other currency references shall mean and refer to lawful money of the United States.  Each determination by Algorithme of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error.

If (a) BASi fails to pay to Algorithme when due any and all amounts payable by BASi to Algorithme under the terms of this Note and such failure continues for five (5) business days after receipt of written notice thereof from Algorithme to BASI, which notice shall be deemed effective only if delivered to Bioanalytical Systems, Inc., Purdue Research Park, 2701 Kent Avenue, West Lafayette, IN 47906, Attention:  Mike Cox or Highest Available Officer, (b) BASi liquidates, dissolves or terminates its existence, or (c) BASi is the subject of federal or state bankruptcy, insolvency, receivership or trustee proceedings (collectively, the “Events of Default” and each individually an “Event of Default”), at the option of Algorithme, all amounts payable by BASi to Algorithme under the terms of this Note shall immediately become due and payable by BASi to Algorithme without notice to or demand upon BASi or any other person, and Algorithme shall have all of the rights, powers, and remedies available under the terms of this Note and all applicable laws.

BASi promises to pay to Algorithme on demand by Algorithme all expenses, charges, costs and fees whatsoever (including, without limitation, reasonable attorney’s fees and expenses) of any nature whatsoever paid or incurred by or on behalf of Algorithme in connection with the collection or enforcement of this Note (all whether or not a suit or other proceeding is commenced).

BASi and Algorithme hereby waive trial by jury in any action or proceeding to which BASi and Algorithme may be parties, arising out of or in any way pertaining to this Note.  This waiver is knowingly, willingly and voluntarily made by BASi, and BASi hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect.  BASi further represents that it has been represented in the signing of this Note and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.

If any provision of this Note shall be invalid or unenforceable for any reason, the same shall be ineffective, but the remainder of this Note shall not be affected thereby and shall remain in full force and effect.  Time is of the essence of each and every obligation of BASi hereunder.  Presentment and demand for payment, notice of dishonor, protest and notice of protest are hereby waived by BASi with respect to amounts owed by it under the provisions of this Note.  If the due date for any payment under this Note falls on a Saturday, Sunday or legal holiday, then such due date shall be extended to the next business day.  None of the terms or provisions of this Note may be waived, altered, modified or amended except by a writing signed by Algorithme and BASi.  The provisions of this shall be governed by Indiana law.  The covenants, terms and conditions hereof shall bind the heirs, successors and assigns of BASi and shall inure to the benefit of the successors and assigns of Algorithme.  BASi shall not have the right to assign or transfer its obligations under this Note.  BASi shall have no right of set off with respect to any payments under this Note.

IN WITNESS WHEREOF, BASi has executed this Note as of the date first written above.

WITNESS:	BASI:
	BIOANALYTICAL SYSTEMS, INC.
/s/ Elizabeth Grabhorn	By:	/s/ Michael R. Cox	(SEAL)
		Name:   Michael R. Cox
		Title:  VP Finance and Administration