AMGEN
Exhibit 10.1
AMGEN
|
|
Amgen One Amgen Center Drive M/S 00-0-X Xxxxxxxx Xxxx, XX 00000-0000 000.000.0000 Fax: 000.000.0000 |
July 28,2016
Unilife Corporation
000 Xxxxx Xxxx Xxxx
Xxxx, XX 00000
Attention: Xxxx X. Xxxx
Facsimile No.: (000) 000-0000
|
|
Re: |
Convertible Notes Due 2023 |
Dear Xxxx:
Reference is made to the Securities Purchase Agreement dated February 22, 2016 (the “Purchase Agreement”) among Unilife Corporation (“Holdings”), Unilife Medical Solutions, Inc. and Amgen Inc. (“Amgen”), and to the 6% Senior Secured Convertible Note Due 2023 dated February 22, 2016 issued to Amgen, and the subsequent such notes that may be purchased by Amgen in 2017 and 2018 pursuant to the Purchase Agreement (collectively, the ''Notes”).
Whereas each of Holdings, Unilife Medical Solutions, Inc. and Amgen desires to limit the right of Amgen to convert the Notes into common stock of Holdings, and notwithstanding Amgen's rights under the Notes to convert the Notes into common stock of Holdings, Amgen agrees hereby that it shall not convert the Notes into common stock of Holdings if, but solely to the extent, such conversion would cause Amgen to beneficially own 10% or more of the outstanding common stock of Holdings immediately following such conversion (the “Conversion Limit”).
Amgen shall have the unilateral right, in its sole discretion, to terminate the Conversion Limit at any time by providing written notice of such termination in accordance with the notice provisions of the Purchase Agreement (Section 10.3 thereof) to Holdings at least seventy-five (75) days prior to the date Amgen will terminate the Conversion Limit. Except as explicitly set forth herein, nothing in this letter is intended to limit, restrict or otherwise modify Amgen's right to convert the Notes into common stock of Holdings, or to purchase or sell common stock of Holdings.
Please sign this letter below to confirm your agreement with the foregoing.
|
|
|
Sincerely, |
||
|
|
|
|
||
|
|
|
Amgen, Inc. |
||
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxxxxx |
|
|
|
|
Title: |
Sr. Vice President, Business Development |
|
Acknowledged and Agreed: |
|
|
|
|
|
|
|
|
||
|
Unilife Corporation |
|
Unilife Medical Solutions, Inc. |
||
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
By: |
/s/ Xxxxx Xxxxxxxx |
|
Name: |
Xxxx Xxxx |
|
Name: |
Xxxxx Xxxxxxxx |
|
Title: |
Interim President and Chief Executive Officer, Senior Vice President, General Counsel and Secretary |
|
Title: |
Senior Vice President and Chief Financial Officer |
Amgen Contract No.: 2016653390-001
