EXHIBIT 10.1
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Dear Sirs:
This letter is intended to memorialize our mutual agreement regarding the
securities to be issued by Angeion Corporation (the "Company") to Synthelabo
pursuant to Sections 2.2(b) and 2.2(c) of that certain Amended and Restated
Investment and Master Strategic Relationship Agreement, dated as of October 9,
1997, by and between Angeion Corporation and Syhthelabo (the "Investment
Agreement"). All terms not defined herein shall have the same meanings as set
forth in the Investment Agreement. In consideration of the agreements contained
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. In consideration of receipt by the Company from Synthelabo of an
aggregate amount in cash equal to the sum of the Third Investment Purchase Price
and the Fourth Investment Purchase Price, the Company shall issue to Synthelabo
(a) a warrant in the form attached as Exhibit A hereto and (b) a warrant in the
form attached as Exhibit B hereto (the "Warrants"). The Company and Synthelabo
acknowledge and agree that delivery of the Warrants by the Company to Synthelabo
is in place of, and satisfies (i) any obligation of the Company to deliver, and
(ii) any obligation of Synthelabo to purchase, the Third Investment Shares, the
Third Investment Warrants, the Fourth Investment Shares and the Fourth
Investment Warrants.
2. This letter agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York.
Synthelabo
March 12, 1999
Page Two
Please acknowledge Synthelabo's agreement with the foregoing by executing
this letter on the signature line provided below.
Sincerely yours,
ANGEION CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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President and
Chief Executive Officer
ACKNOWLEDGED AND AGREED TO:
SYNTHELABO
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President General Counsel
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By: /s/ Philippe Goupit
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Name: Philippe Goupit
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Title: Business Development Project Director
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