Amendment to Letter Agreement between NOMOS Corporation and Cross-Atlantic Partners

Summary

NOMOS Corporation and Cross-Atlantic Partners (including Cross-Atlantic Partners II and III) have agreed to amend their original letter agreement dated September 28, 1999. The amendment states that the letter agreement will automatically terminate if NOMOS completes an initial public offering (IPO) of its common stock that brings in at least $15 million in net proceeds. All other terms of the original agreement remain unchanged. This amendment is effective upon signing by both parties.

EX-10.3.B 7 j9405102exv10w3wb.txt EXHIBIT 10.3(B) Exhibit 10.3(b) NOMOS CORPORATION 2591 WEXFORD BAYNE ROAD SEWICKLEY, PA 15143 Cross-Atlantic Partners Cross-Atlantic Partners II Cross-Atlantic Partners III 650 Madison Avenue New York, New York 10022 Attn: John Cassis, Partner Re: Amendment to Letter Agreement dated September 28, 1999 ------------------------------------------------------ Dear John: Reference is made to the letter agreement (the "LETTER AGREEMENT") dated September 28, 1999 between NOMOS Corporation (the "COMPANY"), each of Cross-Atlantic Partners, Cross-Atlantic Partners II and Cross-Atlantic Partners III (collectively, "CROSS-ATLANTIC"), and John A. Friede, individually, with respect to Sections 1.2 and 1.3 thereof. We would like to amend the Letter Agreement to clarify that it will terminate it its entirety upon an initial public offering by the Company of its common stock. Therefore, the undersigned, intending to be legally bound, agree as follows: A. TERMINATION UPON QUALIFIED INITIAL PUBLIC OFFERING. The Letter Agreement shall terminate and shall be of no further force and effect upon the consummation of a Qualified Public Offering. For purposes of the foregoing, the term "QUALIFIED PUBLIC OFFERING," means an initial public offering by the Company of its common stock that results in net proceeds to the Company of at least $15 million. B. OTHER PROVISIONS TO REMAIN IN EFFECT. Except as specifically amended pursuant to the foregoing Section A, the Letter Agreement shall remain in full force and effect in accordance with its prior terms. If the foregoing accurately sets forth the agreements that the Company and Cross-Atlantic have reached with respect to the subject matter hereof, please indicate your agreement to the terms contained herein by countersigning in the place indicated below. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Sincerely, NOMOS CORPORATION By: /s/ John W. Manzetti ------------------------------------------ John W. Manzetti, President and Chief Executive Officer AGREED AND ACCEPTED: CROSS-ATLANTIC PARTNERS CROSS-ATLANTIC PARTNERS II CROSS-ATLANTIC PARTNERS III By: /s/ John Cassis --------------------------------- Name: CASSIS ------------------------------ Title: Partner ----------------------------- Date: 4/26/02 -------------------------------