ASCENT PEDIATRICS INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>




                                 Fifth Amendment
                             Dated December 29, 2000
                                     to the
                          Securities Purchase Agreement
                               Dated May 13, 1998
                                  by and among
                          Furman Selz Investors II L.P.
                            FS Employee Investors LLC
                              FS Parallel Fund L.P.
                            Bancboston Ventures Inc.
                                 Flynn Partners
                            FS Ascent Investments LLC

                                       and
                             Ascent Pediatrics, Inc.



<PAGE>


     FIFTH  AMENDMENT  dated  as  of the 29th day of December, 2000 (this "Fifth
Amendment") among Ascent Pediatrics, Inc. (the "Company"), Furman Selz Investors
II  L.P. ("Investors"), FS Employee Investors LLC ("Employee"), FS Parallel Fund
L.P.  ("Parallel,"  together  with  Investors  and  Employee,  the  "Furman Selz
Entities"),  BancBoston  Ventures  Inc. ("BancBoston"), Flynn Partners ("Flynn")
and  FS  Ascent  Investments  LLC  ("Investments") (each of Investors, Employee,
Parallel,  BancBoston, Flynn and Investments are herein referred to individually
as  a  "Purchaser",  and  collectively,  as  the  "Purchasers").
          WHEREAS,  the  Company, the Furman Selz Entities, BancBoston and Flynn
are  parties  to  a  Securities  Purchase Agreement dated as of May 13, 1998, as
amended September 30, 1998, February 16, 1999, July 1, 1999 and October 15, 1999
(the  "Series  G  Purchase  Agreement");
          WHEREAS,  Investments  wishes  to  purchase  from the Company, and the
Company  wishes  to  issue  and sell to Investments, up to four hundred thousand
(400,000)  shares  of  Series  H Convertible Preferred Stock, par value $.01 per
share (the "Series H Preferred Stock"), of the Company, the terms of which shall
be  substantially  as  set  forth  on  Exhibit  A attached hereto (the "Series H
Certificate  of  Designation"),  and  the Company wishes to issue to Investments
warrants  substantially  in  the  form  attached hereto as Exhibit B (the "Fifth
Amendment  Warrants")  to  purchase  up  to  10,950,000 depositary shares of the
Company  ("Depositary  Shares")  (subject  to  appropriate adjustments for stock
splits,  stock  dividends,  reclassifications  or  similar  recapitalizations
affecting  the  Depositary Shares), each Depositary Share representing one share
of  Common  Stock  of  the Company subject to a call option and represented by a
depositary  receipt;
          WHEREAS,  Investments  and  the  Company  desire  to  provide for such
purchase  and  sale and issuance and to establish various rights and obligations
in  connection  therewith;  and
          WHEREAS,  in  connection with such purchase and sale and issuance, the
Purchasers  and  the  Company desire to amend certain provisions of the Series G
Purchase  Agreement.
     NOW THEREFORE, in consideration of these premises, the mutual covenants and
agreements  set  forth  herein  and  other  good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
agree  as  follows:


<PAGE>
                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION
     Section  1.1.     Definitions  and  Interpretation.
                       --------------------------------
(a)     All  capitalized  terms used herein which are not otherwise specifically
defined  herein  shall  have  the  respective meaning as ascribed thereto in the
Series  G  Purchase  Agreement.
(b)     Unless otherwise expressly indicated, all references contained herein to
SECTIONS  or other subdivisions or SCHEDULES refer to the corresponding SECTIONS
and  other  subdivisions  or  SCHEDULES  of  the  Series  G  Purchase Agreement.
(c)     The  sections  and  the headings in the sections in this Fifth Amendment
are  for convenience only.  Said sections and headings shall not be deemed to be
part of this Fifth Amendment and in no way define, limit, extend or describe the
scope  or  intent  of  its  provisions.
                                   ARTICLE II
                     SALE AND PURCHASE OF SERIES H PREFERRED
                       STOCK AND FIFTH AMENDMENT WARRANTS

Section  2.1.     Series  H  Preferred  Stock.
                  ---------------------------
(a)     The  Company  agrees  to  issue and sell to Investments, and Investments
agrees  to  subscribe  for  and  purchase  from the Company one (1) share of the
Series  H  Preferred  Stock  on  January  2,  2001 (the "Closing Date").  On the
Closing Date, the Company will deliver to Investments a certificate representing
one  (1) share of Series H Preferred Stock registered in the name of Investments
and  Investments  will deliver one thousand dollars ($1,000) by wire transfer to
an  account  designated  by  the  Company  prior  to  the  Closing  Date.
(b)     Investment  agrees  that,  subject  to  the  condition set forth in this
Fifth  Amendment,  it  shall  purchase  up  to  an  additional 3,999 shares (the
"Additional  Shares") of Series H Preferred Stock from the Company at a purchase
price  of  $1,000 per share.  Following the date on which the Company shall have
borrowed an aggregate principal amount of six million two hundred fifty thousand
dollars  ($6,250,000)  under  the Loan Agreement dated December 29, 2000, by and
between  the Company and Investments (the "Loan Agreement"), the Company has the
option  to require Investments to purchase the Additional Shares pursuant to the
procedures  and  at  the  times  set  forth  in Section 2.1(c).  Notwithstanding
anything  to  the  contrary  herein,  Investments  shall  have  no obligation to
purchase any Additional Shares (i) on more than one (1) occasion in any calendar
month;  or  (ii)  after  December  31,  2001.
(c)     In  order  to  exercise  its  option  to require Investments to Purchase
Additional  Shares, the Company shall deliver to Investments from time to time a
notice  in the form of Exhibit C (each, a "Notice of Purchase") specifying:  (i)
the  aggregate  purchase  price  of  the  Additional  Shares  to be purchased by
Investments on the applicable Purchase Date (each, a "Purchase Price"), (ii) the
number  of  Additional Shares to be purchased on the Purchase Date and (iii) the
proposed  purchase date (each, a "Purchase Date").  Such Notice of Purchase must
be  delivered  to  Investments  not later than 10:00 a.m. (New York time) on the
tenth  (10th)  Business Day prior to such Purchase Date.  On each Purchase Date:
(i)  the  Purchasers shall make a sufficient and timely capital contributions to
Investments so that it has the funds necessary to purchase the Additional Shares
at  such  time  or  times required herein and shall cause Investments to deliver
immediately  available funds in the amount of such Purchase Price to the account
of  the  Company  in accordance with the bank wire instructions contained in the
Notice  of  Purchase,  and  (ii)  the  Company  will  deliver  to  Investments a
certificate  registered  in  the  name of Investments representing the number of
Additional  Shares  designated  in such Notice of Purchase.  Each Purchase Price
shall  be  in an aggregate amount of not less than five hundred thousand dollars
($500,000)  or  a  multiple of one hundred thousand dollars ($100,000) in excess
thereof  and  not  more  than  one  million  dollars ($1,000,000), except in one
instance  an  aggregate  amount  of  not  less than four hundred and ninety nine
thousand  dollars  ($499,000)  and  not  more  than nine hundred and ninety nine
thousand  dollars  ($999,000).  Each Notice of Purchase shall be irrevocable and
binding  upon  the  Company.
(d)     The  agreement of Investments to purchase any Additional Shares shall be
subject  to  its  reasonable  satisfaction,  or the waiver by Investments, on or
prior  to  each Purchase Date that no event has occurred and is continuing which
constitutes  a  Default  or  an  Event  of  Default.
Section  2.2.     Warrants.
                  --------
(a)     On the Closing Date, the Company will issue and deliver to Investments a
Fifth  Amendment  Warrant  (an "Initial Fifth Amendment Warrant") to acquire one
million  nine  hundred  fifty thousand (1,950,000) Depositary Shares (subject to
appropriate  adjustments for stock splits, stock dividends, reclassifications or
similar  recapitalizations  affecting  the  Depositary  Shares).
(b)     The  Company  shall  have  the option to extend the then Demand Date, as
such  term  is  defined  in  the  Loan  Agreement,  to the last day of the month
immediately  following  the  month  in which the Demand Date would then occur by
providing  written notice (the "Extension Notice") to the Holders (as defined in
the Loan Agreement) and to the holders of Series H Preferred Stock not less than
thirty  five  (35)  days  prior to the then Demand Date.  As a condition to each
such  extension,  the  Company  shall  be  obligated  to issue and deliver Fifth
Amendment  Warrants  (each,  an  "Additional  Fifth  Amendment  Warrant")  to
Investments  according  to  the  following schedule and in the following amounts
(for  the  avoidance  of  doubt,  such  amounts  are  cumulative):
     (i)     in  the  event that the Company wishes to extend the Demand Date to
July  31,  2001,  an  Additional Fifth Amendment Warrant to purchase one million
(1,000,000)  Depositary  Shares  (subject  to  appropriate adjustments for stock
splits,  stock  dividends,  reclassifications  or  similar  recapitalizations
affecting  the  Depositary  Shares)  one (1) Business Day before the then Demand
Date,  provided that, in the event that the Note (as such term is defined in the
Loan Agreement) is repaid in full before the then Demand Date, the Company shall
have no obligation to issue and deliver such Additional Fifth Amendment Warrant;
(ii)     in  the  event  that  the  Company  wishes to extend the Demand Date to
August  31,  2001, an Additional Fifth Amendment Warrant to purchase one million
(1,000,000)  Depositary  Shares  (subject  to  appropriate adjustments for stock
splits,  stock  dividends,  reclassifications  or  similar  recapitalizations
affecting  the  Depositary  Shares)  one (1) Business Day before the then Demand
Date,  provided  that,  in  the event that the Note is repaid in full before the
then Demand Date, the Company shall have no obligation to issue and deliver such
Additional  Fifth  Amendment  Warrant;
(iii)     in  the  event  that  the  Company wishes to extend the Demand Date to
September  30,  2001,  an  Additional  Fifth  Amendment  Warrant to purchase one
million  (1,000,000)  Depositary  Shares (subject to appropriate adjustments for
stock  splits,  stock  dividends, reclassifications or similar recapitalizations
affecting  the  Depositary  Shares)  one (1) Business Day before the then Demand
Date,  provided  that,  in  the event that the Note is repaid in full before the
then Demand Date, the Company shall have no obligation to issue and deliver such
Additional  Fifth  Amendment  Warrant;
(iv)     in  the  event  that  the  Company  wishes to extend the Demand Date to
October  31, 2001, an Additional Fifth Amendment Warrant to purchase two million
(2,000,000)  Depositary  Shares  (subject  to  appropriate adjustments for stock
splits,  stock  dividends,  reclassifications  or  similar  recapitalizations
affecting  the  Depositary  Shares)  one (1) Business Day before the then Demand
Date,  provided  that,  in  the event that the Note is repaid in full before the
then Demand Date, the Company shall have no obligation to issue and deliver such
Additional  Fifth  Amendment  Warrant;
(v)     in  the  event  that  the  Company  wishes  to extend the Demand Date to
November 30, 2001, an Additional Fifth Amendment Warrant to purchase two million
(2,000,000)  Depositary  Shares  (subject  to  appropriate adjustments for stock
splits,  stock  dividends,  reclassifications  or  similar  recapitalizations
affecting  the  Depositary  Shares)  one (1) Business Day before the then Demand
Date,  provided  that,  in  the event that the Note is repaid in full before the
then Demand Date, the Company shall have no obligation to issue and deliver such
Additional  Fifth  Amendment  Warrant;  and
(vi)     in  the  event  that  the  Company  wishes to extend the Demand Date to
December 31, 2001, an Additional Fifth Amendment Warrant to purchase two million
(2,000,000)  Depositary  Shares  (subject  to  appropriate adjustments for stock
splits,  stock  dividends,  reclassifications  or  similar  recapitalizations
affecting  the  Depositary  Shares)  one (1) Business Day before the then Demand
Date,  provided  that,  in  the event that the Note is repaid in full before the
then Demand Date, the Company shall have no obligation to issue and deliver such
Additional  Fifth  Amendment  Warrant.
     (c)     Notwithstanding the foregoing, if prior to the then Demand Date (i)
the  Board of Directors of the Company approves a transaction involving the sale
of  the  Company  (through a merger, consolidation, sale, conveyance or lease of
all  or  substantially  all of its assets, or otherwise), (ii) the consideration
from  such  transaction  that  would  be  paid  to  the holders of the Company's
Depositary  Shares for each Depositary Share (whether directly from the Acquiror
or  by  distribution  by  the  Company)  would  exceed $.10 per Depositary Share
(subject  to  appropriate  adjustments  for  stock  splits,  stock  dividends,
reclassifications or similar recapitalizations affecting the Depositary Shares),
(iii)  the  Company  is prohibited from engaging in such transaction without the
approval  of  the Purchasers in accordance with the Series G Purchase Agreement,
as  amended  by this Fifth Amendment, or Investments in accordance with the Loan
Agreement,  and  (iv)  such required approval is not given by the Purchasers and
Investments  within  10  days after such approval is requested in writing by the
Company  (such events being referred to as a "Company Sale Rejection"), then the
Company  may  extend the Demand Date to December 31, 2000 without any obligation
to  issue Additional Fifth Amendment Warrants to Investments pursuant to Section
2.2(b).
                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The  Company  represents  and  warrants  to  Investments  as  follows:
     Section  3.1.     Organization and Existence, etc.  The Company (a) is duly
                       -------------------------------
incorporated,  validly existing and in good standing under the laws of the State
of  Delaware, and has all requisite power and authority to carry on its business
as  now  conducted and as proposed to be conducted, and (b) is duly qualified to
do  business as a foreign corporation and is in good standing (or the equivalent
thereof  under  applicable law) in each jurisdiction in which the conduct of its
business  requires  such  qualification by reason of the ownership or leasing of
property or otherwise (except for those jurisdictions in which the failure so to
qualify  does  not  have  a Material Adverse Effect).  "Material Adverse Effect"
means,  when  used  in  connection  with the Company, any development, change or
effect  that  is  materially  adverse  to  the business, properties, assets, net
worth, financial condition, results of operations or future prospects (including
without  limitation,  future  equity  value) of the Company and its Subsidiaries
taken  as  a  whole.
Section  3.2.     Capitalization  of  the  Company.
                  --------------------------------
(a)     After  giving  effect to the Fifth Amendment, on the date hereof (i) the
Company's authorized capital stock consists of:  (A) 60,000,000 shares of Common
Stock,  of  which  9,781,814 shares are issued and outstanding and (B) 5,000,000
shares  of "blank check" preferred stock, $.01 par value per share, of which (1)
7,000  shares  have  been designated Series G Convertible Exchangeable Preferred
Stock,  all of which shares were exchanged for 8% convertible subordinated notes
of the Company on July 23, 1999 and (2) 4,000 shares have been designated Series
H  Convertible  Preferred  Stock  and  (ii)  the  Company  has  outstanding  the
securities  set forth on Schedule 3.2 attached hereto which are convertible into
or  exercisable  or  exchangeable  for  Depositary  Shares  (the  "Derivative
Securities").
(b)     All  the  issued  and outstanding shares of capital stock of the Company
are  validly  issued, fully paid, non-assessable, free of preemptive and similar
rights  and  have  been  offered,  issued,  sold and delivered by the Company in
transactions  in  compliance  with  the  applicable  federal,  state and foreign
securities laws.  Other than as set forth in Schedule 3.2 attached hereto, there
are  no  outstanding  agreements  or  commitments requiring the Company to issue
capital  stock  or  Derivative  Securities  as  of  the  date  hereof.
     Section  3.3.     Authorization;  Binding  Obligations.
                       ------------------------------------
(a)     The  Company  has  full  power and authority to execute and deliver this
Fifth  Amendment, the Series H Preferred Stock, the Fifth Amendment Warrants and
such  other  documents  furnished  or  to be furnished by the Company hereunder.
This  Fifth  Amendment  has  been duly authorized, executed and delivered by the
Company  and  constitutes  a  legal, valid and binding agreement of the Company,
enforceable  against  the  Company  in  accordance  with  its  terms, subject to
bankruptcy,  insolvency,  reorganization and other laws of general applicability
relating  to or affecting creditors' rights and to general principles of equity.
The  issuance,  offering  and sale of the Series H Preferred Stock and the Fifth
Amendment  Warrants  pursuant  to this Fifth Amendment and the compliance by the
Company  with  the  provisions  of  this Fifth Amendment, the Series H Preferred
Stock  and  the  Fifth  Amendment  Warrants,  and  the consummation of the other
transactions  herein contemplated, will not result in the creation or imposition
of  any lien, charge, security interest or encumbrance upon any of the assets of
the  Company  pursuant  to  the terms or provisions of, or result in a breach or
violation of or conflict with any of the terms or provisions of, or constitute a
default  under,  or  give  any  other  party  a  right  to  terminate any of its
obligations  under,  or  result in the acceleration of any obligation under, (i)
the Certificate of Incorporation and Bylaws of the Company, (ii) any contract or
other  agreement  to which the Company is a party or by which the Company or any
of  its  properties  is  bound  (other than agreements with Alpharma which shall
terminate  on  the  date  hereof)  or (iii) any judgment, ruling, decree, order,
statute,  rule  or regulation of any court or other governmental agency or body,
domestic  or  foreign,  applicable to the business or properties of the Company,
except,  with  respect  to clauses (ii) and (iii), circumstances that would not,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.
     (b)     All  of  the  shares of Series H Preferred Stock to be issued under
this  Fifth Amendment have been duly authorized and when issued and delivered in
accordance  with  the  Fifth  amendment  will  be  validly  issued,  fully paid,
non-assessable,  free  of  preemptive  and  similar  rights and will be offered,
issued, sold and delivered by the Company in transactions in compliance with the
applicable  federal,  state  and  foreign  securities  laws.
(c)     The  Fifth Amendment Warrants have been duly authorized for issuance and
the  Depositary  Shares  issuable  upon exercise of the Fifth Amendment Warrants
have  been  duly  authorized and reserved for issuance and (i) the Initial Fifth
Amendment  Warrants  being  delivered  on  the  date  hereof  have been, and the
Additional  Fifth Amendment Warrants being delivered after the date hereof, when
delivered,  will  have  been,  duly  executed  and  delivered  by the Company in
accordance  with  this  Fifth  Amendment  and  will constitute valid and legally
binding  obligations  of  the  Company,  enforceable  against  the  Company  in
accordance  with  their terms, subject to bankruptcy, insolvency, reorganization
and  other  laws  of  general  applicability relating to or affecting creditors'
rights  and  to  general principles of equity, (ii) the Fifth Amendment Warrants
will  be  exercisable  for Depositary Shares in accordance with their terms, and
(iii)  the  Depositary  Shares  issuable  upon  exercise  of the Fifth Amendment
Warrants,  when  issued  and  delivered in accordance with the provisions of the
Fifth  Amendment  Warrants, will be duly authorized, validly issued, fully paid,
nonassessable  and  free  of  preemptive  and  similar  rights.
Section  3.4.     Compliance  with  Instruments,  etc.  Except  as  set forth on
                  -----------------------------------
Schedule 3.4 hereto, the Company is not in breach or violation of, or in default
under, any term or provision of (i) its Certificate of Incorporation and Bylaws,
(ii)  any  indenture,  mortgage,  deed  of  trust,  voting  trust  agreement,
stockholders  agreement,  note  agreement, debt instrument or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
property  is  subject,  the  effect  of  which  breach,  violation  or  default,
individually  or  in  the  aggregate,  would  reasonably  be  expected to have a
Material  Adverse  Effect  other  than  agreements  with  Alpharma  which  shall
terminate  on  the  date  hereof, or (iii) any statute, judgment, decree, order,
rule  or  regulation  applicable  to  the  Company  or of any arbitrator, court,
regulatory body, administrative agency or any other governmental agency or body,
domestic  or  foreign,  having  jurisdiction  over  the  Company  or  any of its
respective activities or properties and the effect of which breach, violation or
default,  individually or in the aggregate, would reasonably be expected to have
a  Material  Adverse  Effect.
Section  3.5.     Litigation.  Except as set forth on Schedule 3.5 hereto, there
                  ----------
are  no  actions,  suits,  proceedings  or  investigations  pending,  or, to the
knowledge  of  the  Company,  threatened,  against  the Company before or by any
court, regulatory body or administrative agency or any other governmental agency
or  body,  domestic  or  foreign, which would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, or any actions, suits,
proceedings  or  investigations  pending,  or,  to the knowledge of the Company,
threatened,  which  challenge  the  validity  of any action taken or to be taken
pursuant  to  or  in connection with this Fifth Amendment or the issuance of the
Series  H  Preferred  Stock  or  the Fifth Amendment Warrants and the Depositary
Shares  issuable  upon  the  conversion  or  exercise  thereof  which  would,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.  As  it  pertains to the Company, when used herein, the phrases
"to  the knowledge of" or derivatives thereof shall mean the actual knowledge of
the  Chief  Executive  Officer  of  the  Company.
Section  3.6.     Offering.  Subject  to  the  Purchasers'  representations  and
                  --------
warranties  in  Article IV of this Fifth Amendment, the offer, sale and issuance
of the Series H Preferred Stock and the Fifth Amendment Warrants as contemplated
by  this Fifth Amendment are not subject to the registration requirements of the
Securities  Act  of  1933,  as  amended  (the "Securities Act"), and neither the
Company  nor anyone acting on its behalf, has taken or will take any action that
would  cause  such  registration  requirements  to  be  applicable.
Section 3.7.     Permits; Governmental and Other Approvals.  Other than pursuant
                 -----------------------------------------
to  agreements  with  Alpharma  which  shall  terminate  on  the date hereof, no
approval,  consent, authorization or other order of, and no designation, filing,
registration,  qualification  or  recording  with,  any  governmental authority,
domestic  or  foreign,  is  required for the Company's performance of this Fifth
Amendment  or  the  consummation by the Company of the transactions contemplated
hereby except for the filing of a Form D under the Securities Act and the filing
of  a  Form  8-K  under  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act").
Section  3.8.     Subsidiaries.  The  Company  has  no  subsidiaries and owns no
                  ------------
securities  of other corporations or entities other than short-term money market
investments.
                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
     Each  of  the Purchasers hereby represents and warrants to the Company that
(i)  it  is  an  "accredited  investor"  as  that term is defined in Rule 501(a)
promulgated  under  the  Securities Act, (ii) it has the requisite knowledge and
experience  in  financial  and  business matters to be capable of evaluating the
merits  and  risks  of  an  investment  in  the  Company,  (iii)  it  has had an
opportunity  to discuss the Company's business, management and financial affairs
with the Company's management, (iv) it is acquiring, directly or indirectly, the
Series  H  Preferred  Stock  and the Fifth Amendment Warrants and the Depositary
Shares issuable upon the exercise thereof for investment for its own account and
not  with a view to, or for resale in connection with, any distribution thereof;
nor  with any present intention of distributing or selling the same; and, except
as  contemplated  by  the Series G Purchase Agreement or this Fifth Amendment or
the  Series  H  Certificate  of  Designation,  Investments  has  no  present  or
contemplated  agreement,  undertaking,  arrangement, obligation, indebtedness or
commitment  providing  for  the  disposition  thereof, (v) it is not in material
breach  or  violation  of, or in default under, any term or provision of (A) its
organizational  and  governing  documents,  (B) any indenture, mortgage, deed of
trust, voting trust agreement, stockholders, partners or members agreement, note
agreement or other agreement or instrument to which it is a party or by which it
is  or may be bound or to which any of its property is or may be subject, or (C)
any  statute,  judgment,  decree,  order,  rule  or  regulation  applicable  to
Investments  or of any arbitrator, court, regulatory body, administrative agency
or  any  other  governmental  agency  or  body,  domestic  or  foreign,  having
jurisdiction  over  Investments  or any of its activities or properties, (vi) it
understands  that  the Series H Preferred Stock and the Fifth Amendment Warrants
and  the  Depositary  Shares  issuable  upon  the exercise thereof have not been
registered  under  the  Securities  Act and it will not, directly or indirectly,
offer,  sell,  transfer,  pledge, hypothecate or otherwise dispose of any of the
Series  H  Preferred  Stock  or  the  Fifth Amendment Warrants or the Depositary
Shares  issuable upon the exercise thereof except pursuant to an exemption from,
or  otherwise  in a transaction not subject to, the registration requirements of
the  Securities Act or pursuant to an effective registration statement under the
Securities  Act,  and,  in  each  case,  in accordance with any applicable state
securities  or  "blue  sky"  laws  and  (viii)  it understands that the Series H
Preferred  Stock  and  the  Fifth  Amendment  Warrants  and  any  certificates
representing  the  Depositary  Shares issuable upon the exercise thereof and any
other  securities  issued  in  respect  of such securities upon any stock split,
stock  dividend, recapitalization, merger, consolidation or similar event, shall
be  stamped  or otherwise imprinted with a legend substantially in the following
form  (in  addition  to  any  legend  required under other applicable securities
laws):
"THESE  SECURITIES  HAVE  NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED,  SOLD  OR  OFFERED  FOR  SALE  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  AS  TO  THE SECURITIES UNDER THE ACT AND ANY APPLICABLE
STATE  SECURITIES  LAWS  OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."
Investments  further  represents  that  (i)  it  has full power and authority to
execute,  deliver  and  perform  this Fifth Amendment, (ii) the person executing
this  Fifth  Amendment on behalf of Investments has the appropriate authority to
act  on  behalf  of  Investments,  (iii)  this  Fifth  Amendment  has  been duly
authorized, executed and delivered by Investments and constitutes a legal, valid
and  binding  agreement  of  Investments,  enforceable  against  Investments  in
accordance with its terms, subject to bankruptcy, insolvency, reorganization and
other  laws  of general applicability relating to or affecting creditors' rights
and  to general principles of equity, and (iv) it has not employed any broker or
finder in connection with the transactions contemplated by this Fifth Amendment.
To  the  best  of  its  knowledge,  Investments acknowledges receipt of, and the
opportunity  to  review,  the  information that it believes necessary to make an
investment in the Series H Preferred Stock and the Fifth Amendment Warrants  and
the  Depositary  Shares  issuable  upon  the  exercise  thereof.
                                    ARTICLE V
                  AMENDMENTS TO THE SERIES G PURCHASE AGREEMENT
     Section  5.1.     Agreement  of  Furman Selz Entities.  Investments, by its
                       -----------------------------------
execution of this Fifth Amendment, hereby joins in and agrees to be bound by and
subject to the provisions of Articles VII, VIII, X, XI, XIV, XV, XVI and XVII of
the  Series G Purchase Agreement, all as amended from time to time in accordance
with  Article XIV of the Series G Purchase Agreement, as a Purchaser or a Holder
thereunder, with respect to the Series H Preferred Stock and the Fifth Amendment
Warrants  issued  or issuable to Investments and the Depositary Shares issued or
issuable  upon  exercise  thereof.
Section  5.2.     Definitions.  For  purposes of Articles VII, VIII, X, XI, XIV,
                  -----------
XV,  XVI  and  XVII  of the Series G Purchase Agreement: (a) the term "Preferred
Stock"  shall hereby be amended to include the Series H Preferred Stock; (b) the
term "Warrants" shall hereby be amended to include the Fifth Amendment Warrants;
(c)  the term "Warrant Shares" shall hereby be amended to include the Depositary
Shares issued or issuable upon exercise of the Fifth Amendment Warrants; and (d)
the  term "Securities" shall hereby be amended to include the Series H Preferred
Stock  and  the  Fifth  Amendment  Warrants.
Section  5.3     Amendments  to the Negative Covenants.  Effective from the date
                 -------------------------------------
hereof,  until  such  time  as  no  indebtedness  is  outstanding under the Loan
Agreement  and  no  shares  of  Series  H  Preferred  Stock are outstanding, (i)
Sections  8.1 through Section 8.13 of the Series G Purchase Agreement are hereby
amended  by  deleting  in  its  entirety  the text thereof and inserting in lieu
thereof  Sections  7.1  through 7.13 of the Loan Agreement renumbered as Section
8.1  through  Section  8.13  accordingly  and  (ii) Section 8.15 of the Series G
Purchase  Agreement  is hereby amended by deleting in their entirety the text of
all  defined  terms  set  forth  therein  and  inserting  in  lieu  thereof  the
definitions  contained in Section 1.1 of the Loan Agreement as necessary for the
interpretation  of  Sections  8.1 through 8.13 of the Loan Agreement included in
the  Fifth  Amendment.  Upon repayment of all outstanding indebtedness under the
Loan Agreement and redemption of all shares of Series H Preferred Stock, Article
VIII  of  the  Series  G  Purchase Agreement shall be amended in its entirety by
deleting the text thereof and inserting in lieu thereof the text of Article VIII
of  the  Series  G  Purchase  Agreement  as  of  May  13,  1998.
Section  5.4     Amendments  to  Events  of  Defaults.  Effective  from the date
                 ------------------------------------
hereof  until  such  time  as  no  indebtedness  is  outstanding  under the Loan
Agreement  and  no  shares  of Series H Preferred Stock are outstanding, Section
13.1  of the Series G Purchase Agreement is amended by deleting the text thereof
and  inserting  in  lieu  thereof  the  following:
     13.1     EVENTS OF DEFAULT8.1     Events of Default.  An "Event of Default"
occurs  if:
(a)     the  Company  defaults  in  the payment of interest on the Note when the
same  becomes  due  and  payable  and  such  default continues for a period of 5
Business  Days;
(b)     the  Company  defaults  in the payment of the principal of the Note when
the  same  becomes  due  and  payable at the Maturity Date, upon acceleration or
otherwise  or the Company defaults in the payment of the Redemption Price of the
Series H Preferred Stock when due in accordance with the Series H Certificate of
Designations;
(c)     the  Company  defaults in the performance of any covenants under Article
VIII  of  this  Agreement;
(d)     the Company fails to comply with any of the provisions of this Agreement
(other  than Article VIII) and such failure continues for 20 Business Days after
notice specified in the penultimate paragraph of this Section 13.1 (the "Default
Notice") without cure (the Company to give forthwith to all other holders of the
Notes  at  the time outstanding written notice of receipt of such Default Notice
specifying  the  default  referred  to  therein);
(e)     the  Company  defaults in payment on Borrowed Money Indebtedness (giving
effect  to  any applicable grace periods and any extensions thereof) of at least
$700,000  principal  amount;
(f)     there  has  been  an  acceleration  of  the final stated maturity of any
Borrowed  Money  Indebtedness  of the Company (which acceleration shall not have
been cured, waived, rescinded or annulled for 10 Business Days) if the aggregate
principal  amount  of  such  Borrowed  Money  Indebtedness,  together  with  the
principal  amount  of  any other such Borrowed Money Indebtedness in default for
failure  to  pay principal at maturity or which has been accelerated, aggregates
$700,000  or  more  at  any  time;
(g)     any representation or warranty of the Company under this Agreement shall
prove  to  have  been  incorrect  in  any  material  respect  when  made;
(h)     there  exists  an  outstanding  unsatisfied final judgment which, either
alone or together with other outstanding unsatisfied final judgments against the
Company,  exceeds  an  aggregate  of  $200,000  (to  the  extent  not covered by
insurance)  and  such judgment shall have continued undischarged or unstayed for
20  Business  Days  after  entry  thereof;
     (i)     the  Company,  pursuant  to or within the meaning of any Bankruptcy
Law:
     (i)     commenced  a  voluntary  case;
(ii)     consents  to  the  entry  of  an  order  for  relief  against  it in an
involuntary  case;
(iii)     consents  to  the  appointment  of  a  custodian  of  it or for all or
substantially  all  of  its  property;  or
     (iv)     makes  a  general  assignment for the benefit of its creditors; or
(j)     a  court  of  competent jurisdiction enters an order or decree under any
Bankruptcy  Law  that:
     (i)     is  for  relief  against  the  Company  in  an  involuntary  case;
(ii)     appoints a custodian of the Company for all or substantially all of its
property;  or
(iii)     orders the liquidation of the Company, and the order or decree remains
unstayed  and  in  effect  for  90  consecutive  days.
A  default  under paragraph (d) of this Section 13.1 is not a default unless the
holders  of at least eighty percent (80%) of the aggregate principal amount then
outstanding  under  the  Notes notify the Company of the default and the Company
does  not cure the default within twenty (20) days after receipt of such notice.
The  notice  must  specify  the  default  and  demand  that  it  be  remedied.
A  "Business  Day"  means any day which is neither a Saturday nor a Sunday nor a
legal  holiday  on  which  banks  are authorized or required to close in Boston,
Massachusetts  or  New  York,  New  York.  A  "Default"  means any of the events
specified  in this Section 13.1, regardless of whether there shall have occurred
any passage of time or giving notice or both that would be necessary in order to
constitute  such  Event  of  Default.
Upon  repayment  of  all  outstanding  indebtedness under the Loan Agreement and
redemption of all shares of Series H Preferred Stock, Section 13.1 of the Series
G  Purchase  Agreement  shall  be  amended  in its entirety by deleting the text
thereof  and  inserting in lieu thereof the text of Section 13.1 of the Series G
Purchase  Agreement  as  of  May  13,  1998.
     Section  5.5.     Effectiveness  of  Amendments.
                       ------------------------------
(a)     Section  3.13  of  the  Fourth Amendment is amended by deleting the text
thereof.
(b)     Upon  repayment of all outstanding indebtedness under the Loan Agreement
and  redemption  of all shares of Series H Preferred Stock, any Default or Event
of  Default  due  to  the  existence  of  circumstances  which  would  not  have
constituted  a  Default  or Event of Default immediately prior to such repayment
and  redemption  are  hereby  waived.
Section  5.6.     Conversion.  Section  12.4 of Article XII is hereby amended by
                  ----------
(i)  deleting  the  word  "and"  following clause (iv), (ii) deleting the period
following  clause  (v) and inserting in lieu thereof a semicolon followed by the
word  "and"  and  (iii)  adding  as  a  new  clause  (vi)  the  following:
"(v)  the  Fifth  Amendment  Warrants and the securities issued or issuable upon
conversion  or  exercise  thereof."
                                   ARTICLE VI
                     OTHER AGREEMENTS, WAIVERS AND CONSENTS
     Section  6.1     Consent  to Issuance of the Fifth Amendment Warrants.  The
                      ----------------------------------------------------
Purchasers  hereby  consent,  in  all  respects  under  the  Series  G  Purchase
Agreement,  including,  without  limitation,  under Sections 8.1 and 8.7, to the
consummation  of  the  transactions  contemplated  by  this  Fifth  Amendment,
including, without limitation:  (i) the issuance of the Fifth Amendment Warrants
and  (ii)  the  shares  of  Series  H  Preferred Stock issuable under this Fifth
Amendment.
Section  6.2.     Rights  of  First  Refusal.  The  Purchasers  hereby waive any
                  --------------------------
rights of first refusal held by the Purchasers under Section 7.7 of the Series G
Purchase  Agreement  which were, are or may be applicable to (i) the issuance of
the  Fifth  Amendment  Warrants  and  the  Depositary  Shares  issuable upon the
exercise  thereof and (ii) the shares of Series H Preferred Stock issuable under
this  Fifth  Amendment,  and  Investments  hereby  confirms its agreement to the
waivers  of  rights  of  first  refusal  previously  made  by  the  Purchasers.
Section  6.3.     Antidilution Adjustment.  (a) The Purchasers hereby agree that
                  -----------------------
no  adjustment  shall  be  made to the Conversion Price of the Convertible Notes
under Section 12.4 of the Purchase Agreement with respect to the issuance of the
Fifth  Amendment  Warrants  and the Depositary Shares issuable upon the exercise
thereof.
(b)     The  Warrant  Price of the Warrants, (as defined in such Warrants) shall
be reduced from $3.00 per share to five cents ($0.05) per Warrant Share, subject
to  further  adjustment  in  accordance  with  the  terms  of  the  Warrants.
Section  6.4     Strategic Transaction.  Promptly following the date hereof, the
                 ---------------------
Company  shall  seek  to  engage  an  investment  bank  to assist the Company in
consummating  a  strategic transaction with a third party.  Such investment bank
shall  be  subject  to  the approval of the Furman Selz Entities, which approval
shall  not be unreasonably withheld.  In consideration for the assistance of the
Furman  Selz  Entities in consummating such a strategic transaction, at the time
Ascent  pays  the  investment  bank  its  success  fee  in  connection  with the
consummation  of  the  strategic  transaction,  it  shall pay to the Furman Selz
Entities  $3,000,000.
                                   ARTICLE VII
                                  MISCELLANEOUS
     Section  7.1.     The  Series  G  Purchase Agreement.  Except as amended by
                       ----------------------------------
this Fifth Amendment, the Series G Purchase Agreement shall remain in full force
and  effect  in accordance with its terms.  This Fifth Amendment shall be deemed
to  be  included  in  the  Series  G  Purchase  Agreement  as  defined  above.
     Section  7.2.     Governing Law.  The rights and obligations of the parties
                       -------------
under  or pursuant to this Fifth Amendment shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  New  York.
Section  7.3.     Expenses.  The  Company will pay all reasonable legal fees and
                  --------
disbursements  of  counsel  for  Investments  incurred  with  respect  to  the
negotiation,  execution  and  consummation  of  this  Fourth  Amendment  and the
transactions  contemplated  by  this  Fifth  Amendment.
Section  7.4.     References  to  Series  G Purchase Agreement.  Whenever in any
                  --------------------------------------------
certificate,  letter, notice or other instrument reference is made to the Series
G  Purchase  Agreement,  such  reference  without  more shall include this Fifth
Amendment.
Section  7.5.     Amendments  to  Alpharma  Agreements.  The  Purchasers  (and
                  ------------------------------------
permitted  assignees  of  the  Purchasers) in accordance with Article XIV of the
Series  G  Purchase  Agreement  hereby  consent  to the terms of the Termination
Agreement  by  and  between  Alpharma  and  the Company dated December 29, 2000,
including, without limitation, the termination or amendment of the Alpharma Loan
Document  and  the  Ancillary  Agreements  as  set  forth  therein.
Section  7.6.     Counterparts.  This  Fifth  Amendment  may  be  executed
                  ------------
simultaneously  in  counterparts, each of which shall be deemed an original, and
it  shall  not  be  necessary  in  making  proof  of  the contents of this Fifth
Amendment  to  produce  or  account  for  more  than  one  such  counterpart.
Section  7.7.     Effectiveness.  This  Fifth Amendment to the Series G Purchase
                  -------------
Agreement  shall  be  effective  on  the  date  hereof.



<PAGE>
IN  WITNESS  WHEREOF  this  Fifth Amendment has been executed by duly authorized
representatives  of  the  parties  hereto on the day, month and year first above
written.
ASCENT  PEDIATRICS,  INC.
By:  /s/  Emmett  Clemente
     ---------------------
Name:     Emmett  Clemente
Title:     Chief  Executive  Officer
FURMAN  SELZ  INVESTORS  II  L.P.
FS  EMPLOYEE  INVESTORS  LLC
FS  PARALLEL  FUND  L.P.
By:     FS  PRIVATE  INVESTMENTS  LLC,
MANAGER
By:      /s/  James  Luikart
        --------------------
Name:     James  L.  Luikart
Title:     Managing  Member
BANCBOSTON  VENTURES  INC.
By:     /s/ Marcia T. Bates
Name:     Marcia T. Bates
Title:     Managing Director
FLYNN  PARTNERS
By:      /s/  James  E.  Flynn
        ----------------------
Name:     James  E.  Flynn,  General  Partner
Flynn  Partners

<PAGE>

FS  ASCENT  INVESTMENTS  LLC
By:  FS  PRIVATE  INVESTMENTS,  LLC,
     MANAGER


 /s/  James  Luikart
--------------------
Name:  James  L.  Luikart
Title:    Managing  Member


<PAGE>
                                    EXHIBIT A
                                    ---------
                       Series H Certificate of Designation

<PAGE>
                                    EXHIBIT B
                                    ---------
                         Form of Fifth Amendment Warrant

<PAGE>
                                    EXHIBIT C
                                    ---------
                           FORM OF NOTICE OF PURCHASE

     Reference  is  made  to  Fifth Amendment dated as December ___, 2000 by and
among  Ascent  Pediatrics, Inc. (the "Company") and the Purchasers named therein
(including all annexes, exhibits and schedules thereto, and as from time to time
amended,  restated,  supplemented or otherwise modified, the "Fifth Amendment").
Capitalized  terms  used herein without definition are so used as defined in the
Fifth  Amendment.

The  Company  hereby gives irrevocable notice, pursuant to Section 2.1(c) of the
Fifth  Amendment,  that  it requests that Investments purchase Additional Shares
under  the  Fifth Amendment and in that connection sets forth below the terms on
which  such  purchase  is  requested  to  be  made:

(A)     Purchase  Date
     (which  is  a  Business  Day)
__________________________________________________

(B)     Purchase  Price
___________________________________________________________

(C)     Number  of  Additional  Shares  to  be  Purchased
__________________________________

(D)     Funds  are  requested  to  be  disbursed
     to the Company account with _______________________________________________


Account  No.  _________________________



</TEXT>
</DOCUMENT>
