EXHIBIT 10.81
CONFIDENTIAL
Date: February 22, 1999
To: Xxxxxxx Xxxxx-Xxxxx
Chairman and Chief Executive Officer
cc: Xxxxx Xxxxxx, Treasurer, SUGEN, Inc.
Xxxxxxx Xxxxxx, Xxxxxx Godward LLP
From: Xxxxxx X. Xxxxxxxxx
Chairman of the Compensation Committee
SUGEN, Inc. Board of Directors
Reference: Modification of July 21, 1998 Letter Agreement
Dear Xxxxxxx:
At its meeting on February 22, 1999, the Compensation Committee of SUGEN Inc.'s
Board of Directors agreed to modify the second paragraph of its letter agreement
with you dated July 21, 1998. As modified, such paragraph will read in its
entirety as follows:
"In consideration for your commitment to serve as Chief Executive
Officer for up to one further year, XXXXX promises to transfer to you
up to 100,000 shares of fully paid-up common stock of SUGEN, Inc.
("Shares"), provided the following conditions are satisfied. If SUGEN
appoints a new Chief Executive Officer prior to January 1, 2000, SUGEN
will transfer 50,000 shares to you within 10 days following such
appointment, but not earlier than January 4, 1999. If SUGEN (including
its affiliated entities) raises at least an additional $30 million in
new money prior to July 1, 1999, SUGEN will transfer to you 50,000
Shares within 10 days following the completion of such transaction, but
not earlier than January 4, 1999. Both contingencies may be met by any
means in order to count for these purposes. Until the time of transfer
under the foregoing conditions, you are not a shareholder of SUGEN in
respect of any of the 100,000 Shares. Notwithstanding the foregoing,
should a Change of Control (as hereinafter defined) occur prior to
January 1, 2000, SUGEN will transfer to you, not later than the date of
such Change of Control, such number of the 100,000 shares as have not
already been transferred to you. For this purpose, "Change of Control"
means any consolidation or merger of SUGEN, Inc. with any other
corporation (other than a wholly-owned subsidiary of SUGEN, Inc.) in
which the stockholders of SUGEN, Inc. immediately prior to such
consolidation or merger do not own in excess of fifty percent (50%) of
the equity interests in the surviving corporation in such consolidation
or
1.
merger immediately after consummation of such consolidation or merger,
any sale or transfer of all or substantially all of the assets of
SUGEN, Inc., or any share exchange pursuant to which all of the
outstanding shares of SUGEN, Inc.'s Common Stock are exchanged into
other securities (except securities of an entity in which the
stockholders of SUGEN, Inc. immediately prior to such exchange own
greater than fifty percent (50%) of the equity interests immediately
after such exchange) or property."
In all other respects, the letter agreement dated July 21, 1998 remains in full
force and effect.
If this proposal is acceptable to you, please confirm this by signing below in
the indicated space on each copy of this letter, returning one to me with copies
to Xxxxx Xxxxxx and Xxxxxxx Xxxxxx, and retaining the other for your records.
Sincerely,
Xxxxxx X. Xxxxxxxxx
Agreed:
______________________________________ Date: ____________________________
Xxxxxxx Xxxxx-Xxxxx
Chairman and Chief Executive Officer
2.
