[LOGO] [ALLIANCE PHARMACEUTICAL LETTERHEAD]
March 6, 1996
Boehringer Ingelheim International GmbH
D-6507 Ingelheim
Germany
Dear Sirs:
This will confirm our agreement with respect to the purchase by Alliance
Pharmaceutical Corp. ("Alliance") from your company ("BII") of the warrant dated
December 30, 1993 (the "Warrant") held by XXX and exercisable to purchase
500,000 shares of Alliance Common Stock at $12 per share, as follows:
1. Subject to and immediately after the consummation (the "Closing") of
Alliance's contemplated public offering of Alliance Common Stock (the "Publicly
Offered Shares") through an underwriting syndicate managed by Xxxxxx Brothers
Inc., Xxxxx & Company and Xxxxxxxxxxx & Co., Inc., Alliance will purchase from
BII, and BII will sell to Alliance, the Warrant, free and clear of any liens,
claims, security interests and encumbrances. Alliance will advise BII of the
date, time and place of the Closing.
2. The purchase price (the "Purchase Price") for the Warrant will be an amount
equal to the product of (i) 500,000 and (ii) an amount equal to the difference
between (a) the price per share paid to Alliance for the Publicly Offered
Shares (that is, the public offering price less the underwriters' discount), and
(b) $12. Payment of the Purchase Price will be made at the place of and
immediately after the Closing by delivery to BII of a certified or official bank
check in the amount thereof, or by wire transfer of such amount to an account
designated by BII, against delivery to Alliance of the Warrant, endorsed in
blank.
3. The obligation of BII hereunder is subject, at BII's option, to the
Purchase Price being at least $1,520,000.
4. Alliance will use their business judgment to determine the public offering
price as well as the underwriters' discount which shall not exceed 6% of it.
5. This agreement becomes valid upon signature and will expire 60 days
thereafter, it can be extended by mutual consent in writing.
Very truly yours,
ALLIANCE PHARMACEUTICAL CORP.
By: /s/ Xxxxxxxx X. Xxxx
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Confirmed and Agreed:
BOEHRINGER INGELHEIM INTERNATIONAL GmbH
pps
/s/ Xx. Xxxxxxx /s/ Xx. Xxxxx
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Xx. Xxxxxxx Xx. Xxxxx
March 22nd, 1996
