Exhibit 10.7
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: | Lehman Brothers Inc., acting as Agent |
Lehman Brothers OTC Derivatives Inc., acting as Principal
Attention: Andrew Yare – Transaction Management Group
Telephone: (212) 526-9986
Facsimile: (646) 885-9546
Re: | Amendment to Issuer Warrant Transaction |
This amendment (this “Amendment”) is made as of this 26th day of June, 2006, between Lehman Brothers OTC Derivatives Inc. (“Dealer”), represented by Lehman Brothers Inc. as its agent, and MedImmune, Inc. (“Issuer”).
WHEREAS, Dealer and Issuer are parties to a Confirmation dated as of June 22, 2006 (Reference Number: ____________) (the “Confirmation”) relating to Warrants issued by Issuer to Dealer, the first scheduled Expiration Date for which is October 13, 2011;
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 USD34,689,750. 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 via facsimile to 646-885-9546.
Yours faithfully,
LEHMAN BROTHERS OTC DERIVATIVES INC.
| By: | /s/: Anatoly Kozlov |
Name: Anatoly Kozlov
Title: Authorized Signatory
Agreed and Accepted By:
MEDIMMUNE, INC.
By: | /s/: Lota S. Zoth |
Name: Lota S. Zoth
Title: Senior Vice President and Chief Financial 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 13, 2011 |
2 | 287,192 | October 14, 2011 |
3 | 287,192 | October 17, 2011 |
4 | 287,192 | October 18, 2011 |
5 | 287,192 | October 19, 2011 |
6 | 287,192 | October 20, 2011 |
7 | 287,192 | October 21, 2011 |
8 | 287,192 | October 24, 2011 |
9 | 287,192 | October 25, 2011 |
10 | 287,192 | October 26, 2011 |
11 | 287,192 | October 27, 2011 |
12 | 287,192 | October 28, 2011 |
13 | 287,192 | October 31, 2011 |
14 | 287,192 | November 1, 2011 |
15 | 287,192 | November 2, 2011 |
16 | 287,192 | November 3, 2011 |
17 | 287,192 | November 4, 2011 |
18 | 287,192 | November 7, 2011 |
19 | 287,193 | November 8, 2011 |
20 | 287,193 | November 9, 2011 |
21 | 287,193 | November 10, 2011 |
22 | 287,193 | November 14, 2011 |
23 | 287,193 | November 15, 2011 |
24 | 287,193 | November 16, 2011 |
25 | 287,193 | November 17, 2011 |
26 | 287,193 | November 18, 2011 |
27 | 287,193 | November 21, 2011 |
28 | 287,193 | November 22, 2011 |
29 | 287,193 | November 23, 2011 |
30 | 287,193 | November 28, 2011 |