Exhibit 10(kkk)
TERM SHEET
RE: MODIFICATIONS TO THE DEFERRED STOCK PURCHASE AGREEMENT DATED MAY
19, 2000 BY AND BETWEEN ALLIANCE PHARMACEUTICAL CORP. ("ALLIANCE") AND
XXXXXX HEALTHCARE CORPORATION ("XXXXXX"), AS AMENDED BY THAT CERTAIN LETTER
BETWEEN THE PARTIES DATED AS OF MAY 1, 2001 (THE "AGREEMENT")
AUGUST 1, 2001
Set forth below are certain agreements between Alliance and Baxter with
respect to certain modifications to be made to the Agreement.
TERMS
1. On or before August 2, 2001, Baxter shall purchase from Alliance 100,000
shares of its $.01 par value Series F Preferred Stock ("F Stock") at a
purchase price of $40.00 per share for an aggregate purchase price of
$4,000,000.
2. All other obligations of Baxter under the Agreement with respect to the
purchase of F Stock, G stock (as defined in the Agreement) or H Stock (as
defined in the Agreement) shall terminate effective upon the performance by
Baxter of its obligations set forth in Section 1 and, in lieu thereof, Baxter
shall be obligated to purchase the amount of F Stock from Alliance as is set
forth below, each of which purchase obligations shall accrue only upon the
satisfaction by Alliance of the corresponding condition set forth below
together with all other applicable conditions precedent to Xxxxxx'x stock
purchase obligations as set forth in the Agreement (as modified in accordance
and conformity herewith). The price to be paid by Baxter for the F Stock to
be purchased under the terms of the Agreement as modified in accordance
herewith shall be $40.00 per share.
* Indicates confidential information which has been omitted and filed separately
with the Securities and Exchange Commission.
SCHEDULE OF FUTURE STOCK PURCHASE
OBLIGATIONS AND CORRESPONDING
CONDITIONS
PURCHASE
OBLIGATION/
AGGREGATE
PURCHASE PRICE CONDITION PRECEDENT
----------------- ----------------------------------------------------------------
* Shares Receipt by Baxter of (i) a copy of the *
of F Stock * regarding * to *
($*) * in a * between *
and * and (ii) the
requisite * related thereto, together with *
* of the * of such
* to, and * FDA
* Shares Receipt of * to * indicating * by
of F Stock * of (i) * of the * set forth in the *
($*) and/or * and (ii) * from the * for
* with * pertaining to *
*
* Shares Receipt of * that *
of F Stock * from each of the * in the
($*) * and *
*
* executed, will *
*
* Shares Receipt of * of *
of F Stock * required to be *
($*) * under those *
* by the *
* which constitutes *
* with respect thereto *
*
* Shares Receipt of * in the
of F Stock * constituting *
($*) * of the *
* Shares Receipt of * of *
of F Stock * in the *
($*) * constituting all of the *
*
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* Indicates confidential information which has been omitted and filed
separately with the Securities and Exchange Commission.
3. Subject to the applicable conditions precedent to Xxxxxx'x stock purchase
obligations as set forth above, Baxter shall be obligated to perform each of its
F Stock purchase obligations set forth above on or before 5:00 p.m. CST on the
second business day following the day all applicable conditions to such
obligation are met (each, a "Payment Deadline"); provided, that, prior to the
applicable Payment Deadline, PFC shall not have given written notice to Alliance
terminating the License Agreement (as defined in the Agreement), in which event,
Baxter shall have no further stock purchase obligations under the Agreement (as
modified in accordance herewith).
4. From and after the date hereof, Alliance agrees to give Baxter a
reasonable opportunity to participate in * * and representatives of Alliance
that * * , or any other matters relating thereto or arising therefrom.
5. The parties acknowledge that Alliance may receive verbal communications from
* respect to * certain of the conditions set forth in Section 2 above. With
respect to conditions for which such communications may be received, Alliance
agrees to use its best efforts to ensure that a Baxter representative * * * of
such condition(s). If a Baxter representative is not *, then Alliance agrees
that it shall * * confirming that * therefrom.
6. The parties agree that Alliance will receive an additional allowance in the
financial model referenced as Exhibit "A" in the Limited Liability Operating
Agreement of PFC Therapeutics, LLC dated May 17, 2000, for * *.
7. In the event the period of time between the satisfaction of * * set forth in
Section 2 above *, then Baxter and Alliance agree to negotiate in good faith
with respect to (i) * * or, alternatively, (ii) a * under the Agreement (as
modified in accordance herewith).
8. The parties agree to proceed promptly with preparing and executing written
agreements containing the terms set forth herein.
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* Indicates confidential information which has been omitted and filed
separately with the Securities and Exchange Commission.
Accepted and Approved as of the date first above written.
ALLIANCE PHARMACEUTICAL CORP.
By: /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Xxxxxxxx X. Xxxx
President and Chief Operating
Officer
XXXXXX HEALTHCARE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxxx
Vice President of Finance
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* Indicates confidential information which has been omitted and filed
separately with the Securities and Exchange Commission.
