EXHIBIT 4.9
[LETTERHEAD OF PARAMOUNT CAPITAL]
February 5, 2002
VIA FACSIMILE
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Xxx Xxxxxx
Cardiome Pharma Corporation
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX X0X0X0
XXXXXX
Re: Termination of Introduction Agreement
Dear Xxx:
Pursuant to our conversation, Paramount Capital, Inc. hereby confirms that
it will not renew the Term of the Introduction Agreement entered into on August
10, 2001 by Cardiome and the undersigned (the "Agreement"), pursuant to section
10 thereof resulting in the termination of the Agreement on February 10, 2002.
Please note that pursuant to the Agreement, Paramount's rights and Cardiome's
obligations pursuant to Paragraphs 2(b) as amended below and (c), 3, 4(b)(i) as
amended below and 9 shall survive termination. For greater certainty, during
the Term no parties, with the exception of Paralex, Inc., have been introduced
to Cardiome by Paramount in accordance with Paragraphs 4(a), 4(b) and 5(a).
Additionally, please acknowledge the following amendments to the
Introduction Agreement by executing this letter where indicated below:
i) the merger fee and acquisition fee described in Paragraph 4(b)(i) shall
be reduced from 3% of the Aggregate consideration to 1.5% of the Aggregate
Consideration; and
ii) Paragraph 2(b) is amended to provide that Cardiome will issue the
750,000 Retainer Warrants in three classes as follows: i) 450,000 Retainer
Warrants shall be issued to Paramount and shall have an exercise price of US$.60
(the "Class A Retainer Warrants"); ii) 150,000 Retainer Warrants shall be issued
to Paramount and shall have an exercise price of US$1.20 (the "Class B Retainer
Warrants"); and iii) 150,000 Retainer warrants shall be issued to Paramount and
shall have an exercise price of US$2.00 (the "Class C Retainer Warrants"). All
Retainer Warrants shall be exercisable on or before February 9, 2007.
iii) The notice provision described in Paragraph 10 shall be reduced from 30
days to 1 day.
Very Truly Yours,
/s/ Xxxxxxx X. Xxxxxxxxx, M.D.
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Xxxxxxx X. Xxxxxxxxx, M.D.
Acknowledged & Agreed
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
