EXHIBIT 10.3
BCC ACQUISITION II LLC
X/X XXX XXXX XXXXXXX XXXX X, X.X.
000 XXXXXXX XXXXXX, XXXXX 000
XXX XXXXXXXXX, XX 00000
November 21, 2005
CONFIDENTIAL
Diametrics Medical, Inc.
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxx, XX 00000
Ladies and Gentlemen:
BCC Acquisition II LLC, a Delaware limited liability company
("BCCAII"), hereby agrees to deliver into escrow with Ocean Park Advisors, LLC
("OPA") (pursuant to the terms of any Escrow Agreement (as defined below)) for
the benefit of Diametrics Medical, Inc., a Minnesota corporation ("DMED"), an
amount equal to $7,000, in respect of a claim by Merchant & Xxxxx with respect
to certain patent counsel services provided to DMED in 2003 in connection with
the ITC asset purchase transaction (the "Services"); provided that BCCAII's
obligation to make such payment is conditioned upon the prior or concurrent
completion of the transfer of certain DMED securities owned by BCCAII to Ocean
Park Advisors, LLC and M.A.G. Capital, LLC pursuant to a letter agreement of
even date herewith. This letter agreement shall in no way obligate, or be deemed
to obligate, BCCAII to pay any amounts to Merchant & Xxxxx with respect to the
Services, and neither Merchant & Xxxxx nor any other party shall be a third
party beneficiary of the agreements set forth herein.
The Commitment shall become part of the Escrow Deposit described in
and held subject to the escrow letter agreement dated as of the date hereof
among BCCAII, OPA, MAG and DMED (the "Escrow Agreement").
This letter agreement shall be interpreted in accordance with and
governed by the laws of the State of California applicable to agreements made
and to be performed wholly within that jurisdiction, without reference to the
conflicts of laws principles thereof.
[SIGNATURE PAGE FOLLOWS]
This letter agreement may be executed in counterparts, each one of
which shall be deemed an original and all of which taken together shall
constitute one and the same document.
Sincerely,
BCC ACQUISITION II, LLC
By: Bay City Capital Fund I, L.P., its
Manager
By: Bay City Capital Management LLC, its
general partner
By: /s/ Xxxx Craves
------------------------------------
Xxxx Craves, Manager and Managing
Director
ACCEPTED AND AGREED TO THIS
21ST DAY OF NOVEMBER, 2005
DIAMETRICS MEDICAL, INC.
By: /s/ W. Xxxx Xxxxxxxx
---------------------------------
Name: W. Xxxx Xxxxxxxx
Its: Sr. Vice President of Finance
and CFO
