Exhibit 10.3(b)
NOMOS CORPORATION
0000 XXXXXXX XXXXX XXXX
XXXXXXXXX, XX 00000
Cross-Atlantic Partners
Cross-Atlantic Partners II
Cross-Atlantic Partners III
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx, Partner
Re: Amendment to Letter Agreement dated September 28, 1999
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Dear Xxxx:
Reference is made to the letter agreement (the "LETTER AGREEMENT")
dated September 28, 1999 between NOMOS Corporation (the "COMPANY"), each of
Cross-Atlantic Partners, Cross-Atlantic Partners II and Cross-Atlantic Partners
III (collectively, "CROSS-ATLANTIC"), and Xxxx X. Xxxxxx, individually, with
respect to Sections 1.2 and 1.3 thereof. We would like to amend the Letter
Agreement to clarify that it will terminate it its entirety upon an initial
public offering by the Company of its common stock.
Therefore, the undersigned, intending to be legally bound, agree as
follows:
A. TERMINATION UPON QUALIFIED INITIAL PUBLIC OFFERING. The Letter
Agreement shall terminate and shall be of no further force and effect upon the
consummation of a Qualified Public Offering. For purposes of the foregoing, the
term "QUALIFIED PUBLIC OFFERING," means an initial public offering by the
Company of its common stock that results in net proceeds to the Company of at
least $15 million.
B. OTHER PROVISIONS TO REMAIN IN EFFECT. Except as specifically amended
pursuant to the foregoing Section A, the Letter Agreement shall remain in full
force and effect in accordance with its prior terms.
If the foregoing accurately sets forth the agreements that the Company
and Cross-Atlantic have reached with respect to the subject matter hereof,
please indicate your agreement to the terms contained herein by countersigning
in the place indicated below.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Sincerely,
NOMOS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx,
President and Chief Executive Officer
AGREED AND ACCEPTED:
CROSS-ATLANTIC PARTNERS
CROSS-ATLANTIC PARTNERS II
CROSS-ATLANTIC PARTNERS III
By: /s/ Xxxx Xxxxxx
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Name: CASSIS
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Title: Partner
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Date: 4/26/02
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