Underlying
Exhibit 10.36
October 31, 2005
Mr. David Grin
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
825 Third Avenue 14th Fl.
New York, NY 10022
| RE: | Exercise Price of Laurus Warrants |
Dear Mr. Grin:
On October 31, 2005, we closed the sale of the following securities to institutional investors: (i) 14,925,743 shares of the Company’s common stock, plus (ii) five-year, non-callable warrants to purchase another 5,970,297 shares of common stock with an exercise price of $1.20 per share (the “Offering”). The aggregate purchase price for the securities sold in the Offering was $1.01 per share of common stock initially being sold or $15,075,000. In conjunction therewith, we have repaid all indebtedness (including interest, prepayment fees and other fees) to Laurus and agree that the Exercise Price (as defined in the warrants) of the warrants owned by Laurus Master Fund, Ltd. reset as follows:
| Warrant Owner | Issue Year | Expiration Year | Underlying Shares | Exercise Price | ||||||||
| Old | New | |||||||||||
| Laurus Master Fund, Ltd | 2003 | 2010 | 200,000 | $ | 2.25 | $ | 1.92 | |||||
| Laurus Master Fund, Ltd | 2003 | 2010 | 200,000 | $ | 2.44 | $ | 2.07 | |||||
| Laurus Master Fund, Ltd | 2003 | 2010 | 150,000 | $ | 2.82 | $ | 2.35 | |||||
| Laurus Master Fund, Ltd | 2004 | 2011 | 125,000 | $ | 3.11 | $ | 2.57 | |||||
| Laurus Master Fund, Ltd | 2004 | 2011 | 400,000 | $ | 1.25 | $ | 1.18 | |||||
| 1,075,000 | ||||||||||||
Sincerely,
| TRANSGENOMIC, INC. | ||
| By: | /s/ Michael A. Summers | |
| Michael A. Summers | ||
| Chief Financial Officer | ||
| Agreed and accepted on the date hereof
LAURUS MASTER FUND, LTD. | ||
| By: | /s/ David Grin | |
| David Grin | ||
| Director | ||
