EXHIBIT 10.28
January 25, 2000
Xxxxxxx Xxxxxxx, Ph.D.
President/CEO
Cardima Incorporated
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Dear Phil:
Attached to this letter agreement is an executed distribution agreement between
Cardima Incorporated ("Cardima") and St. Jude Medical, Inc. ("St. Jude"). In
conjunction with the effectiveness of this distribution agreement, St. Jude
agrees as follows:
1. Subject to the conditions precedent that follow, St. Jude will invest three
million dollars ($3,000,000) in the equity of Cardima ("the Investment") at
such time as the conditions precedent are satisfied;
2. St. Jude will not be obligated to make the Investment unless and until
Cardima has legally binding commitments for at least an additional six
million dollar equity investment from third parties to be funded at the same
time as the St. Jude investment ("the Financing Round");
3. St. Jude will agree to a valuation for the Investment equal to the valuation
at which the remainder of the Financing Round commits, up to a maximum share
price of $2.50/share, so long as the investors providing at least 50% of the
Financing Round are "independent" of Cardima (i.e. not directly or
indirectly under Cardima's control);
4. At the sole discretion of St. Jude, and subject to appropriate and
sufficient Cardima collateral being provided, in the event that sufficient
funds are committed to the subject Financing Round, St. Jude will provide up
to one (out of the three) million dollars of bridge financing, if necessary
to carry Cardima to the closing of the Financing Round; and,
5. In the event that the Financing Round has not been funded and completed as
specified above on or before March 31, 2000, all of St. Jude's obligations
set forth herein shall terminate.
I look forward to hearing from you as the Financing Round progresses, and to our
mutual success pursuant to the Distribution Agreement.
Best regards,
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
AGREED TO AND
ACCEPTED BY:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
President/CEO
Cardima Incorporated
