Exhibit 10(jjj)
Dated as of May 1, 2001
Xxxxxx Healthcare Corporation
Xxx Xxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Re: DEFERRED STOCK PURCHASE AGREEMENT
Ladies and Gentlemen:
The purpose of this letter (the "Modification Letter") is to serve as
an amendment and modification of the Deferred Stock Purchase Agreement dated May
19, 2000 (the "Agreement") between Alliance Pharmaceutical Corp. (the "Company")
and Xxxxxx Healthcare Corporation ("Baxter").
In addition to the authorization of stock set forth in Section 1.1 of
the Agreement, the Company has authorized the issuance and sale of up to 875,000
shares of its Series F Preferred Stock, $0.01 par value ("F Stock").
Alliance hereby waives (the "Waiver") the May 1, 2001 deadline for the
purchase by Baxter of certain shares of the Company's Series G Preferred Stock,
$.01 par value ("G Stock") pursuant to the Agreement in order to provide the
parties thereto time to finalize modifications to such Agreement.
The parties hereby agree that the obligations of the parties set forth
in Section 1.2(a) of the Agreement shall be modified as follows:
Baxter will purchase and the Company will sell (a) 100,000 shares of F
Stock at a purchase price of $40 per share or an aggregate purchase price of
$4,000,000 on May 2, 2001 and (b) $3,000,000 of OXYGENT(TM) manufacturing
equipment on or before May 29, 2001. Baxter will lease the equipment to the
Company on reasonable terms, and the Company shall have the option to repurchase
such equipment at the Company's election. Additionally, on or before July 1,
2001, Baxter will purchase and the Company will sell, at Xxxxxx'x option, either
(i) 200,000 shares of F Stock at a purchase price of $40 per share, for an
aggregate purchase price of $8,000,000 or (ii) 7,273 shares of Series G
Preferred Stock, $0.01 par value, at a purchase price of $1,100 per share, for
an aggregate price of $8,000,300, provided that, Baxter may elect to postpone
the purchase until no later than August 1, 2001.
If all of the foregoing purchases of stock and equipment are not made,
the Waiver by the Company in favor of Baxter will be withdrawn and terminated.
Upon completion of all of the foregoing purchases, the parties will have no
further obligation under Section 1.2(a) of the Agreement.
Dated as of May 1, 2001
Page 2
All representation, warranties and covenants of the Company under
Sections 2 and 6 of the Agreement and all representation, warranties and
covenants of Baxter under Section 3 of the Agreement shall remain in full force
and effect as of the date hereof, and shall apply with the same force and effect
to the transactions set forth in this Modification Letter including the issuance
of the F Stock. Further, the obligations set forth in Section 1.2(b) of the
Agreement remain in full force and effect.
Section 2.3 of the Agreement shall reflect that 875,000 shares of the
Company's Preferred Stock have been designated Series F Preferred Stock, 600,000
of which shall be issued and outstanding as of May 2, 2001 hereof, and that the
Company has authorized and reserved for issuance, upon conversion of the F
Shares, shares of its Common Stock in an amount as may be necessary to be issued
upon such conversion (the "F Conversion Shares"). The registration requirements
and the definition of Registrable Stock set forth in Section 7 of the Agreement
shall apply to the F Conversion Shares.
If the foregoing is in accordance with your understanding, please sign
and return to us and upon the acceptance hereof by you, this letter and such
acceptance hereof shall constitute a binding agreement between Baxter and the
Company amending and modifying the Agreement.
Very truly yours,
ALLIANCE PHARMACEUTICAL CORP.
By:
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Name: Xxxxxxxx X. Xxxx
Title: President and Chief Operating Officer
Agreed and Accepted as of the date hereof:
XXXXXX HEALTHCARE CORPORATION
By:
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Name:
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Title:
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