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EXHIBIT 10.28
LEUKOSITE, INC.
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June 26, 1997
HEALTHCARE VENTURES III, L.P.
HEALTHCARE VENTURES IV, L.P.
c/o HealthCare Investment Corporation
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Ladies and Gentlemen:
Reference is hereby made to that certain Second Amended and Restated
Stockholders Agreement, dated December 20, 1996, between LeukoSite, Inc, a
Delaware corporation (the "Company"), you and certain other stockholders of the
Company (such Second Amended and Restated Stockholders Agreement, as amended or
modified from time to time, being referred to herein as the "Stockholders
Agreement").
In consideration of your agreement to terminate certain of your rights
under the Stockholders Agreement and to grant certain written consents that are
necessary in order to enable the Company to complete its proposed initial
public offering, the Company hereby agrees with both of you (collectively, the
"Investors" and, individually, an "Investor") as follows:
1. SURVIVAL OF CERTAIN COVENANTS UNDER THE STOCKHOLDERS AGREEMENT.
Notwithstanding the agreement reached by the Company with all of the
stockholder parties to the Stockholders Agreement (including the Investors) to
terminate the covenants set forth in Section 2 of the Stockholders Agreement,
each of the Investors (but none of the other stockholder parties to the
Stockholders Agreement) shall have the right to enforce the Company's
obligations under Section 2.5 or Section 2.7(e)(1) of the Stockholders
Agreement upon the terms and conditions thereof, all to the same extent as if
Section 2.5 and 2.7(e)(1) had not been so terminated. The rights of each
Investor under this Section 1 shall terminate at such time as such Investor
ceases to own any Investment Shares (as previously defined under the
Stockholders Agreement).
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2. CALL OF SPECIAL MEETING. So long as the Investors own, collectively,
at least fifteen percent (15%) of the issued and outstanding shares of common
stock, $0.0001 par value per share ("Common Stock"), of the Company, either
Investor shall have the right to cause the Company to hold a special meeting of
stockholders of the Company. Either Investor, if such Investor is entitled to
exercise such right, may exercise such right by giving written notice to the
Company of its request that the Company call a special meeting of stockholders
of the Company. Upon receipt of such written notice from such Investor, the
Company shall cause the appropriate officer or officers who have the power or
authority under the Restated Certificate of Incorporation or By-laws of the
Company to call a special meeting of stockholders of the Company, to call
promptly the special meeting of stockholders requested by such Investor. The
rights of each Investor under this Section 2 shall terminate at such time the
Investors own, collectively, less than fifteen percent (15%) of the issued and
outstanding shares of Common Stock. The Company acknowledges that, in the event
of any breach by it of its obligations under this Section 2, the Investors will
have no adequate remedy at law and, accordingly, shall be entitled to
injunctive relief or other appropriate equitable remedies against such breach.
The Company shall not, in any action or proceeding brought to obtain any such
injunctive relief or other appropriate equitable remedies, assert the claim or
defense that an adequate remedy at law exists.
3. AMENDMENT OF CHANGE OF CONTROL PROVISIONS IN THE AMENDED AND RESTATED
1993 STOCK OPTION PLAN OF THE COMPANY. At such time after the date hereof as
the Company's Chief Executive Officer deems appropriate (but in no event later
than the first regular meeting of the Board of Directors of the Company after
the closing of the Company's proposed initial public offering), the President
will include as an agenda item to discuss at a Board of Directors meeting
whether the Amended and Restated 1993 Stock Option Plan of the Company (the
"Plan") that has been adopted in connection with, and will become effective
upon consummation of, such proposed initial public offering, should be amended
to change the terms of the Plan so that outstanding stock options under the
Plan do not vest automatically upon the occurrence of a Change of Control (as
defined in the Plan).
4. GENERAL. This letter agreement may be signed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This letter agreement shall be
construed and enforced in accordance with the laws of the State of Delaware
applicable to a contract made and performed in the State of Delaware by
residents thereof.
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If the foregoing represents our agreement, please sign where indicated
below, whereupon this letter agreement will constitute a legally binding and
enforceable agreement executed under seal.
Very truly yours,
LEUKOSITE, INC.
By: /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Accepted and Agreed To:
HEALTHCARE VENTURES III, L.P.
By: HealthCare Partners III, L.P.
as General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: General Partner
HEALTHCARE VENTURES IV, L.P.
By: HealthCare Partners IV, L.P.
as General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: General Partner
