May 1, 1997
Health Care Capital Partners, L.P.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
As an inducement to Health Care Capital Partners, L.P.
("HCCP") to enter into the Securities Purchase Agreement, dated
as of May 1, 1997 (the "Purchase Agreement"), between Gensia
Sicor Inc. (the "Company") and HCCP, the undersigned hereby
certifies that:
1. The undersigned has reviewed the Purchase
Agreement and the letter from Gensia Sicor Inc. to HCCP, dated
May 1, 1997 (the "Letter") with respect to the Business Plan and
the Subsidiary Plans (as such terms are defined in the Letter)
and confirms that the representations and warranties of the
Company set forth in the Purchase Agreement in Section 2 and in
the Letter, insofar as they relate to Rakepoll Holdings B.V. and
its subsidiaries, are true and accurate as of the date hereof.
2. There are no facts disclosed in the Purchase
Agreement or the Schedules attached thereto or the Letter, nor is
Rakepoll Finance N.V. aware of any facts, as of the date hereof,
which could serve as a basis for any claim or claims by it or any
of its affiliates under, or in connection with, the Stock
Exchange Agreement, dated as of November 12, 1996, as amended,
between Gensia, Inc. and Rakepoll Finance N.V. (the "Exchange
Agreement").
3. The currently operative "Funding Plan" referred to
in the Shareholder's Agreement (as defined in the Purchase
Agreement) is the Business Plan (as defined in the Letter)
provided to HCCP.
4. The representations and warranties with respect to
intercompany and affiliate debt set forth in Section 2 of the
Waiver of Condition to Closing, dated as of February 28, 1997,
between the Company and Rakepoll Finance N.V. (attached hereto as
Exhibit A) are true and correct as of the date hereof.
5. On the Closing Date (as defined in the Purchase
Agreement), the undersigned will cause its designees on the Board
of Directors of the Company to vote in favor of such action as is
necessary to elect one designee of HCCP to membership on such
Board. Thereafter, so long as HCCP and/or its affiliates and
affiliates of its general partner continue to hold at least
$10,000,000 in aggregate liquidation value or stated value of the
Company's 2.675% Subordinated Convertible Notes due May 1, 2004
or Series A Convertible Preferred Stock, in any election of
directors of the Company, the undersigned and its affiliates will
vote all of their common stock of the Company in favor of one
director designated by HCCP.
Rakepoll Finance N.V.
By: /S/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Chairman of the Board
of Rakepoll Finance N.V.
