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EXHIBIT 10.33
December 31, 1997
Hyline Laboratories, Inc.
c/o Salon, Marrow & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Salon
Xx. Xxxxxxx Xxxxxx
c/o Salon, Marrow & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Salon
RE: Letter Agreement
Dear Xx. Xxxxxx:
Reference is made to that certain Secured Promissory Note in the aggregate
principal amount of $909,000, dated January 5, 1994 (the "Note"), by and between
RiboGene, Inc. (the "Company") and Hyline Laboratories, Inc. ("Hyline"), and the
Non-Competition Agreement dated January 5, 1994 (the "Non-Competition
Agreement") entered into between the Company and you (together, the two
agreements shall be referred to herein as the "Agreements").
Pursuant to the terms of the Note, an aggregate principal amount of $909,000 and
accrued interest thereon in the aggregate amount of $209,425.90 will become due
and payable on January 5, 1998. Additionally, pursuant to Section 3 of the
Non-Competition Agreement, the Company is obligated to pay you the amount of
$112,000 on January 5, 1998 (the "Non-Competition Payment").
The Company, Hyline and you hereby agree to the following amendments to the
Agreements:
1. Subject to the partial payment of principal as provided below, the date
upon which the remaining unpaid principal amount of the Note and all accrued but
unpaid interest thereon become due and payable, and the maturity date of the
Note will be extended from the close of business on January 5, 1998 to the
earlier of: (i) the close of business on May 5, 1998; and (ii)
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December 31, 1997
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the close of business twenty (20) days following the closing of an initial
public offering of the Company's common stock.
2. Commencing on January 5, 1998, the interest on the unpaid principal balance
of the Note and accrued and unpaid interest thereon shall be equal to 7.0% per
annum, compounded annually and calculated on the basis of a 365 day year.
3. The date upon which the Non-Competition Payment becomes due and payable
hereby is extended from January 5, 1998 to the earlier of: (i) May 5, 1998; and
(ii) the close of business twenty (20) days after the closing of an initial
public offering of the Company's common stock. Commencing on January 5, 1998,
interest shall accrue on the Non-Competition Payment at the rate of 7.0% per
annum, compounded annually and calculated on the basis of a 365 day year.
4. Payments under that certain Consulting Agreement, dated January 5, 1994, by
and between the Company and you will continue to be made when due without
extension.
5. In consideration for the foregoing amendments to the Agreements, the
Company agrees to (1) repay Five Hundred Thousand Dollars ($500,000) of the
principal amount of the Note on January 5, 1998, and (2) issue to Hyline a
warrant to purchase up to an aggregate of 195,000 shares of Common Stock of the
Company in substantially the form attached hereto as Annex A.
6. Except as herein amended, the Note, the Non-Competition Agreement and that
certain Security Agreement, dated January 5, 1994, by and between the Company,
Hyline and you, securing payment of all obligations of the Company to you and
Hyline are hereby ratified and confirmed.
This letter shall constitute a binding obligation of each of the Company, Hyline
and you.
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Salon, Marrow & Xxxxxxx, LLP
December 31, 1997
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If the foregoing is acceptable, please acknowledge agreement hereto in the space
indicated below and return a signed copy of this letter agreement to me.
Sincerely,
RIBOGENE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Chairman, President and CEO
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ACCEPTED AND AGREED:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
HYLINE LABORATORIES, INC.
By: /s/ Xxxxxxx Xxxxxx
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Title: President
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January , 1998
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ANNEX A
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