Exhibit 99.3
March 20, 1998
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
c/o NaPro BioTherapeutics, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
NaPro BioTherapeutics, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
Gentlemen:
As you know, ▇▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and D&N Holding Company ("D&N"), a
wholly-owned subsidiary of IVAX Corporation ("IVAX"), are parties to a Warrant
Purchase Agreement (the "Purchase Agreement") dated as of March 29, 1996,
pursuant to which D&N transferred to Shaykin a Stock Purchase Warrant, dated
June 7, 1993, to purchase 111,111 shares of the Common Stock, par value $.0075,
of NaPro BioTherapeutics, Inc. ("NaPro"), in exchange for a promissory note in
the principal amount of $944,443.50 (the "Note").
This letter will confirm that, subject to (1) the execution and
delivery of this letter by Shaykin and NaPro, (2) the execution and delivery of
the Termination Agreement among IVAX, ▇▇▇▇▇ ▇▇▇▇▇▇ Pharmaceuticals, Inc., D&N
and NaPro, by NaPro, and (3) the payment by Shaykin to D&N of $100,000 by wire
transfer of immediately available funds to an account designated by D&N within 3
business days after the date of this letter, D&N agrees to forgive the
indebtedness represented by Note, to cancel the Note and deliver it to Shaykin
marked "canceled," and to deliver the Warrant, which D&N is holding on Shaykin's
behalf, to NaPro for cancellation.
NaPro agrees to indemnify and hold harmless D&N, IVAX, and their
affiliates, and the directors, officers, employees and agents of D&N, IVAX and
their affiliates, from, against and in respect of, the full amount of any and
all liabilities, damages, claims, deficiencies, fines assessments, losses,
penalties, interest, costs and expenses, including, without limitation,
reasonable fees and disbursements of counsel, arising from, in connection with,
or incident to this letter agreement, the cancellation and delivery of the Note,
and the delivery of the Warrant to NaPro.
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NaPro BioTherapeutics, Inc.
March 20, 1998
Page 2
D&N represents to Shaykin that it has not assigned the Note or any
portion of it to any person, that no other person has beneficial interest in the
Note, and that it the owner of the Note.
If you are in agreement with the foregoing, please execute this letter
in the space provided below and it shall continue a binding agreement among the
parties.
D&N Holding Company,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Secretary
Agreed:
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date: March 20, 1998
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
NaPro BioTherapeutics, Inc.
By: /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date: March 20, 1998
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
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