Exhibit 10.12
Credit Facility Letter dated as of August 11, 2004 between Ardent
Pharmaceuticals, Inc. and Bioaccelerate, Inc.
BIOACCELERATE INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
August 11, 2004
Ardent Pharmaceuticals, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
Reference is hereby made to that certain proposed Agreement and Plan of
Merger by and among Enhance Biotech, Inc. ("Enhance"), Enhance Merger Corp. and
Ardent Pharmaceuticals, Inc. ("Ardent") (the "Merger Agreement") whereby Enhance
Merger Corp., a wholly owned subsidiary of Enhance, will merge with and into
Ardent (the "Merger").
Bioaccelerate Inc. ("Bioaccelerate") hereby acknowledges that in its
capacity as a stockholder of, and a lender to, Enhance, it will receive a direct
and material benefit as a result of the Merger. Therefore, in order to induce
Ardent to execute the Merger Agreement and consummate the transactions
contemplated thereby, Bioaccelerate hereby covenants and agrees to provide up to
a $2 million credit facility (the "Facility") to Ardent on the terms and
conditions hereinafter set forth. Subject to prior consummation of the Merger in
accordance with the Merger Agreement, the Facility will be available for draw
down in six installments of $333,333 starting on January 1st, 2005 and on the
first day of each of the succeeding five (5) months thereafter in accordance
with the applicable budget referred to in the succeeding paragraph.
The terms and conditions of the Facility will mirror the terms and
conditions of the Facility provided by Bioaccelerate to Enhance on August 11,
2004 (including, without limitation, provisions for security in Ardent's
business and assets, the terms and conditions of the secured grid note, and the
terms and conditions of a warrant for shares of Enhance) and will require that
Ardent use such Facility for working capital according to a budget to be
mutually agreed upon by the parties at the time of initiating the Facility.
However, warrants will not be issued pursuant to the Facility unless and until
Ardent draws the first installment of financing under the Facility.
Very truly yours,
Bioaccelerate Inc.
By: /s/ ▇▇▇ ▇▇▇▇
--------------
Name: ▇▇▇ ▇▇▇▇
Title: CEO
Accepted and agreed as of the date first appearing above
Ardent Pharmaceuticals, Inc.
By: /s/ Kwen-▇▇▇ ▇▇▇▇▇
------------------------
Name: Kwen-▇▇▇ ▇▇▇▇▇
Title: President and CEO
-1-
