May 1, 1997
Health Care Capital Partners, L.P.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
As an inducement to Health Care Capital Partners, L.P. ("HCCP") to
enter into the Securities Purchase Agreement, dated as of May 1, 1997 (the
"Purchase Agreement"), between Gensia Sicor Inc. (the "Company") and HCCP,
the undersigned hereby certifies that:
1. The undersigned has reviewed the Purchase Agreement and the
letter from Gensia Sicor Inc. to HCCP, dated May 1, 1997 (the "Letter") with
respect to the Business Plan and the Subsidiary Plans (as such terms are
defined in the Letter) and confirms that the representations and warranties
of the Company set forth in the Purchase Agreement in Section 2 and in the
Letter, insofar as they relate to Rakepoll Holdings, B.V. and its subsidiaries,
are true and accurate as of the date hereof.
2. There are no facts disclosed in the Purchase Agreement or the
Schedules attached thereto or the Letter, nor is Rakepoll Finance N.V. aware
of any facts, as of the date hereof, which could serve as a basis for any
claim or claims by it or any of its affiliates under, or in connection with,
the Stock Exchange Agreement, dated as of November 12, 1996, as amended,
between Gensia, Inc. and Rakepoll Finance N.V. (the "Exchange Agreement").
3. The currently operative "Funding Plan" referred to in the
Shareholders' Agreement (as defined in the Purchase Agreement) is the business
Plan (as defined in the Letter) provided to HCCP.
4. The representations and warranties with respect to intercompany
and affiliate debt set forth in Section 2 of the Waiver of Condition to
Closing, dated as of February 28, 1997, between the Company and Rakepoll
Finance N.V. (attached hereto as Exhibit A) are true and correct as of the
date hereof.
5. On the Closing Date (as defined in the Purchase Agreement), the
undersigned will cause its designees on the Board of Directors of the Company
to vote in favor of such action as is necessary to elect one designee of HCCP
to membership on such Board. Thereafter, so long as HCCP and/or its affiliates
and affiliates of its general partner continue to hold at least $10,000,000 in
aggregate liquidation value or stated value of the Company's 2.675%
Subordinated Convertible Notes due May 1, 2004 or Series A Convertible
Preferred Stock, in any election of directors of the Company, the undersigned
and its affiliates will vote all of their common stock of the Company in
favour of one director designated by HCCP.
Rakepoll Finance N.V.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Chairman of the
Board of Rakepoll
Finance N.V.
