ELAN INTERNATIONAL SERVICES LTD.
000 Xx. Xxxxx Xxxxx
Xxxxx Xxxxxx, XX00 Bermuda
CYTEL CORPORATION November 10, 1998
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Gentlemen:
Reference is hereby made to the Sublicense and Option Agreement by and
between Cytel Corporation ("Cytel") and Elan International Services Ltd.
("Elan"), dated as of July 22, 1998, as amended and restated on November 10,
1998 (the "Agreement"). Capitalized terms used herein shall have the meanings
set forth in the Agreement.
In connection with the Agreement, we have agreed that as of July 22, 1998
Elan is entitled to appoint one representative to Cytel's Board of Directors,
subject to certain conditions. Accordingly, in consideration of the mutual
agreements and representations contained herein and in the Agreement, we agree
that:
(i) So long as Elan and its Affiliates continue to own at least 5% of the
outstanding shares of Cytel's Common Stock, Elan shall be entitled to appoint
one representative (which representative shall be approved by Cytel's Board of
Directors, such approval not to be unreasonably withheld) to Cytel's Board of
Directors, and, in connection therewith, Cytel shall give such representative
copies of all notices, minutes, consents and other materials, financial or
otherwise (including annual budgets and operating plans), which Cytel provides
to its Board of Directors.
For purposes of this Letter, "Affiliate" means any corporation or other
entity which controls, is controlled by, or is under common control with, a
party. A corporation or other entity shall be regarded as in control of another
corporation or entity if it owns or directly or indirectly controls more than
50% of the voting securities or other ownership interest of the other
corporation or entity, or if it possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of the corporation
or other entity;
-2-
(ii) except as herein specifically amended or supplemented, the Agreement
shall continue in full force in accordance with its terms; and
(iii) the provisions of this letter shall be deemed by the parties to be
effective as of July 22, 1998, nunc pro tunc.
Please acknowledge your agreement to the foregoing by executing this letter
in the space provided below.
Very truly yours,
ELAN INTERNATIONAL SERVICES LTD.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: President
Accepted and Agreed to as of the date first above written:
CYTEL CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President and CEO
