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EXHIBIT 4.2
[CORIXA LETTER HEAD]
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed with Securities and Exchange Commission
pursuant to Rule 406 of the Securities Act of 1933, as amended.
December 21, 2000
Castle Gate L.L.C.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
RE: EQUITY LINE OF CREDIT AND SECURITIES PURCHASE AGREEMENT (THE "LOC
AGREEMENT"), ENTERED INTO AS OF APRIL 8, 1999, BY AND AMONG CORIXA
CORPORATION ("CORIXA") AND CASTLE GATE L.L.C. (THE "CASTLE GATE")
Dear Xx. Xxxxxx:
This Letter Agreement sets forth the agreement of Corixa and Castle Gate
regarding Corixa's draw down of the remaining $37.5MM available under the
LOC Agreement (the "Remaining Funds").
1. Effective December 29, 2000, Corixa shall draw down the Remaining
Funds, provided, however, that Corixa will issue 37,500 shares of
Series B Preferred Stock which will have the same rights and
preferences as the Series A Preferred Stock except that the
Conversion Price of the 37,500 shares of Series B Preferred Stock
(the "Series B Shares"), issued to Castle Gate for the Remaining
Funds shall be [*]. Prior to the issuance of the Series B Shares,
Corixa shall cause to be filed with the Secretary of State of the
State of Delaware a Certificate of Designation of Rights, Preferences
and Privileges of Series B Preferred Stock of Corixa Corporation (the
"Series B Rights and Preference") setting forth the aforementioned
change in Conversion Price. The Series A Rights and Preferences shall
remain unchanged and in full force and effect.
2. The [*] Warrant shall be amended to include the right to purchase
an additional 50,000 shares of Corixa common stock, which right shall
vest upon Corixa's draw down of the Remaining Funds. In accordance
with the terms of the [*] Warrant, the exercise price for the then
remaining 237,500 shares shall be $18.22 per share. We acknowledge
that 312,500 shares are fully vested under the [*] Warrant as of the
date of this Letter Agreement at an exercise price of $8.50 per
share.
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* Confidential treatment requested.
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3. Except as otherwise specifically amended as set forth above, the
LOC Agreement and related agreements and documents executed and
delivered by the parties in connection therewith, will remain in full
force and effect, specifically including, without limitation, (i) the
terms of the [*] Warrant, (ii) each of the three (3) [*] Warrants,
(iii) the Registration Rights Agreement, (iv) the Standstill
Agreement, and (iv) the obligations under the LOC Agreement with
respect thereto, respectively.
If Castle Gate agrees with the foregoing, please so indicate by signing the
enclosed duplicate original of this letter and returning it to my attention at
your earliest convenience.
Best regards,
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Chairman and Chief Executive Officer
AGREED:
Castle Gate L.L.C.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxx III*
*By Xxxxxxx Xxxxxx, Attorney in Fact
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* Confidential treatment requested.
