Ipsen, S.A. 42, rue du Docteur Blanche 75016 Paris France
Exhibit (d)(27)
Xxxxx, X.X.
00, xxx xx Xxxxxxx Xxxxxxx
00000 Xxxxx
Xxxxxx
Tercica, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
XXX
Attention: Xxxxxxx Xxxxxxxxxx
Xxxxxx Godward LLP
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx
Xxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Xxxxxxx Xxxxxxxx Xxxxxx
Xxxx 4, 2008
| Re: |
Dear Xxxxxxx:
We refer to the First Senior Convertible Promissory Note, dated October 13, 2006, in the amount of USD 25,037,000 (the First Convertible Note), the Second senior Convertible Promissory Note, dated September 17, 2007, in the amount of EUR 30,000,000 (the Second Convertible Note) and the Third Convertible Promissory Note, dated September 17, 2007, in the amount of USD 15,000,000 (the Third Convertible Note, and collectively, the Convertible Notes) and the Rights Agreement between Tercica, Inc. and Computershare Trust Company, N.A. (the Rights Agent) dated as of October 13, 2006 (the Rights Agreement). Unless the context otherwise requires, words and expressions defined in the Convertible Notes shall have the same meanings where used in this letter.
Under the terms of the Convertible Notes and the Rights Agreement, Xxxxx’x prior written consent is necessary in order for the Company to undertake certain actions, including those actions described in Section 8.1(a)(iii) of the Convertible Notes and Section 27 of the Rights Agreement.
In connection with the Agreement and Plan of Merger, dated the date hereof by and among the Company, Beaufour Xxxxx Pharma, S.A.S. and Tribeca Acquisition Corporation, and effective upon the execution by all parties (the Merger Agreement), we hereby consent to and approve of the amendment to the Rights Agreement (Amendment
No. 1 to Rights Agreement), dated as of the date hereof , and its execution and delivery to the Rights Agent.
Nothing in this letter shall constitute a waiver of any of Xxxxx’x rights under the Convertible Notes (and for clarity, the waiver herein shall not apply to Xxxxx’x veto right over a transaction with any Person other than Ipsen or its Affiliates).
This letter shall be construed in accordance with, and this letter and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this letter shall be governed by, the law of the State of New York.
[Signature Page Follows]
2
| Yours sincerely, |
| XXXX-XXX BÉLINGARD |
| /s/ Xxxx-Xxx Bélingard |
| Duly authorized for and on behalf of |
| Xxxxx, X.X. |
| Acknowledgment |
| Received and agreed |
| /s/ Xxxxxxx X. Xxxxxxxxxx |
| Duly authorized for and on behalf of |
| Tercica, Inc. |
