Letter Agreement Regarding Exercise of Parent Share Repurchase Option among CombinatoRx, BioMedical Sciences Investment Fund, and CombinatoRx (Singapore)
CombinatoRx, Incorporated, CombinatoRx (Singapore) Pte Ltd, and BioMedical Sciences Investment Fund Pte Ltd agree that CombinatoRx, Incorporated will not exercise its option to repurchase shares from the Investor until after December 31, 2009. However, this restriction does not apply if the Investor breaches a significant obligation or if there is a major change in CombinatoRx, Incorporated. This agreement modifies the timing of a previously granted share repurchase option under earlier agreements between the parties.
Exhibit 10.38
[CombinatoRx Letterhead]
August 4, 2008
BioMedical Sciences Investment Fund Pte Ltd
20 Biopolis Way
#09-01 Centros
Singapore 138668
Attention: Chief Executive Officer
Re: Agreement Regarding Exercise of Parent Share Repurchase Option
Ladies and Gentlemen:
CombinatoRx (Singapore) Pte Ltd (the Company), Biomedical Sciences Investment Fund Pte Ltd (the Investor) and CombinatoRx, Incorporated (the Parent), are parties to a Subscription and Shareholders Agreement, dated August 19, 2005 (the SSA) and a Swap-Up Agreement, dated August 30, 2005 (the Swap-Up Agreement). Under Section 7.1 of the Swap-Up Agreement, Investor granted Parent the option, exercisable at any time, to purchase all of the Investors preferred shares in the Company for a cash purchase price (the Parent Share Repurchase Option). By executing this letter agreement, the Parent hereby agrees not to exercise the Parent Share Repurchase Option under the Swap-Up Agreement until on or after December 31, 2009, provided, however, the Parent may exercise the Parent Share Purchase Option after the Investor has breached a material obligation under the SSA and related agreements, or after an Organic Change of the Parent, as defined in the Swap-Up Agreement.
Sincerely, | ||
COMBINATORX, INCORPORATED | ||
By: | /s/ Alexis Borisy | |
Name: | Alexis Borisy | |
Title: | President & CEO | |
COMBINATORX (SINGAPORE) PTE LTD | ||
By: | /s/ Ralf Altmeyer | |
Name: | Ralf Altmeyer | |
Title: | President | |
BIOMEDICAL SCIENCES INVESTMENT FUND PTE LTD | ||
By: | /s/ Chu Swee Yeok | |
Name: | Chu Swee Yeok | |
Title: | Director | |
Date: | August 5, 2008 |