THIRD AMENDMENT TO LETTER AGREEMENT
This Amendment to the Letter Agreement dated January 15, 1997 among Immtech
International, Inc., The University of North Carolina at Chapel Hill and
Pharm Eco Laboratories, Inc. (the "Letter Agreement") is effective as of October
1, 1998.
RECITALS
A. Immtech has not completed an IPO or the Alternative Financing required by
Paragraph 1 of the Letter Agreement within the nine month period specified in
Paragraph 10 thereof, as extended until January 15, 1998 by the amendment to
Letter Agreement effective October 15, 1997, and further extended until
September 31, 198 by the Second Amendment to Letter Agreement effective January
15, 1998, permitting any of the parties to terminate the Letter Agreement as of
the effective date of this Amendment.
B. Immtech has requested an extension of time to permit it to complete an IPO.
C. UNC and Pharm Eco are willing to grant an extension of time to Immtech on the
conditions specified below.
AGREEMENT
1. In return for Immtech providing a $100,000 Research Grant to Xx. Xxxxxxx
Xxxxxxx'x laboratory at UNC upon execution of this agreement, UNC and Pharm Eco
agree to extend the Letter Agreement until February 28, 1999, to allow Immtech
time to complete the IPO. this Research Grant will be in addition to Immtech's
obligation to provide Research Grants as described in the Letter Agreement and
subsequently amended.
2. In addition, Pharm Eco and UNC, representing the research Consortium, agree
to a reserve split, not to exceed a 1 for 3 exchange ratio, of the Immtech
common shares and warrants that they are entitled to receive from Immtech
pursuant to the Letter Agreement, as amended, upon (i) the issuance of the IPO
(pre-split 1,222,500 common shares) and (ii) achievement of specified milestones
post-IPO (pre-split 1,700,000 warrants and 300,000 common shares), provided that
such reverse split is part of a general reverse split of Immtech's entire
current capital structure of authorized, issued and outstanding stock, options
and warrants. The sole purpose of such reverse stock split is to increase the
offering price of the Units of stock and warrants to be issued pursuant to the
IPO, and such split will not have a dilutive effect on Pharm Eco's or UNC's
equity ownership in Immtech. If subsequent to the IPO, Immtech effects a stock
split that increases the number of any authorized, issued or outstanding stock,
warrants or options, all authorized, issued and outstanding stock, warrants and
options will be treated equally, including any to be issued pursuant to the
Letter Agreement.
3. Capitalized terms used herein have the same meaning given them in the Letter
Agreement.
4. Other than as amended herein and in the prior Amendment effective October 15,
1997, and in the Second Amendment effective January 15, 1998, the Letter
Agreement remains in full force and effect.
The University of North Carolina Pharm Eco Laboratories, Inc.
at Chapel Hill
By: /s/ Xxxxxxx X. Xxxxx By: /s/ [ILLEGIBLE]
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Title: DIR. OFFICE OF TECHNOLOGY Title: CORE TEAM
DEVELOPMENT
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Date: Jan. 14, 1999 Date: 1/15/99
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Immtech International, Inc.
By: /s/ T. Xxxxxxx Xxxxxxxx
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Title: President & CEO
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Date: 1-15-1999
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