Exhibit 10.6
To: | MedImmune, Inc. |
One MedImmune Way
Gaithersburg, MD 20878
Attn: Mr. Tim Pearson, Vice President Finance and Treasurer
Telephone: (301) 398-4470
Facsimile: (301) 398-9470
From: | UBS AG, London Branch |
c/o UBS Securities LLC
299 Park Avenue
New York, NY 10171
Attn: Adam Frieman
Telephone: (212) 821-2100
Facsimile: (212) 821-4610
Re: | Amendment to Issuer Warrant Transaction |
This amendment (this “Amendment”) is made as of this 26th day of June, 2006, between UBS AG acting through its London Branch (“Dealer”), represented by UBS Securities LLC as its agent, and MedImmune, Inc. (“Issuer”).
WHEREAS, Dealer and Issuer are parties to a Confirmation dated as of June 22, 2006 (UBS Reference Number: ____________) (the “Confirmation”) relating to Warrants issued by Issuer to Dealer, the first scheduled Expiration Date for which is October 14, 2013;
WHEREAS, the parties wish to amend the Confirmation on the terms and conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto agree as follows:
Section 1. Terms Used but Not Defined Herein. Terms used but not defined herein shall have the respective meanings given to them in the Confirmation.
| Section 2. Amendment to the Confirmation. |
| (a) | The “Premium” under the Confirmation shall be USD53,791,250. For the avoidance of doubt, the Premium per Warrant set forth in the Confirmation shall remain unchanged. |
| (b) | Annex A to the Confirmation shall be replaced in its entirety with Annex A to this Amendment. |
| Section 3. Effectiveness. This Amendment shall become effective upon execution by the parties hereto. |
Section 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 6. Effectiveness of Confirmation. Except as amended hereby, all the terms of the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
1
Issuer hereby agrees (a) to check this Amendment carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Issuer with respect to the Transaction, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Risk Management (Corporates), Facsimile No. (212) 821-4610.
Yours faithfully,
UBS AG, LONDON BRANCH
| By: | /s/: Bennett Lieberman________ |
Name: Bennett Lieberman
Title: Managing Director
| By: | /s/: Brian Ward______________ |
Name: Brian Ward
Title: Executive Director
UBS SECURITIES LLC, as agent
| By: | /s/: Bennett Lieberman________ |
Name: Bennett Lieberman
Title: Managing Director
| By: | /s/: Brian Ward______________ |
Name: Brian Ward
Title: Executive Director
Agreed and Accepted By:
MEDIMMUNE, INC.
By: | /s/: Lota S. Zoth________________ |
Name: Lota S. Zoth
Title: Senior Vice President and Chief Executive Officer
Annex A
For each Component of the Transaction, the Number of Warrants and Expiration Date is set forth below.
Component Number | Number of Warrants | Expiration Date |
1 | 287,192 | October 14, 2013 |
2 | 287,192 | October 15, 2013 |
3 | 287,192 | October 16, 2013 |
4 | 287,192 | October 17, 2013 |
5 | 287,192 | October 18, 2013 |
6 | 287,192 | October 21, 2013 |
7 | 287,192 | October 22, 2013 |
8 | 287,192 | October 23, 2013 |
9 | 287,192 | October 24, 2013 |
10 | 287,192 | October 25, 2013 |
11 | 287,192 | October 28, 2013 |
12 | 287,192 | October 29, 2013 |
13 | 287,192 | October 30, 2013 |
14 | 287,192 | October 31, 2013 |
15 | 287,192 | November 1, 2013 |
16 | 287,192 | November 4, 2013 |
17 | 287,192 | November 5, 2013 |
18 | 287,192 | November 6, 2013 |
19 | 287,193 | November 7, 2013 |
20 | 287,193 | November 8, 2013 |
21 | 287,193 | November 12, 2013 |
22 | 287,193 | November 13, 2013 |
23 | 287,193 | November 14, 2013 |
24 | 287,193 | November 15, 2013 |
25 | 287,193 | November 18, 2013 |
26 | 287,193 | November 19, 2013 |
27 | 287,193 | November 20, 2013 |
28 | 287,193 | November 21, 2013 |
29 | 287,193 | November 22, 2013 |
30 | 287,193 | November 25, 2013 |
A-1