[CombinatoRx Letterhead]
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 |