Letter Agreement Regarding Exercise of Parent Share Repurchase Option among CombinatoRx, BioMedical Sciences Investment Fund, and CombinatoRx (Singapore)

Summary

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.

EX-10.38 3 dex1038.htm LETTER AGREEMENT Letter Agreement

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 Investor’s 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