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EXHIBIT 10.130
AKKADIX CORPORATION
WAIVER OF RIGHT OF FIRST REFUSAL
OF HOLDERS OF SERIES A PREFERRED STOCK
In order to receive additional financing, Akkadix Corporation
("Company") is currently in negotiations with North American Nutrition &
Agribusiness Fund, L.P., ("NANAF") and Axys Pharmaceuticals, Inc. ("Axys") to
enter into Bridge Financing Agreements ("Agreements"). Under the terms of the
Agreements, the Company has authorized the issuance and sale to NANAF and Axys
of secured convertible notes for a total of One Million Dollars $1,000,000 (the
"Notes"), and warrants to purchase a total of 140,000 shares of Series E
Convertible Preferred Stock ("Series E Preferred Stock") of the Company. The
aggregate purchase price of the Notes and Warrants will be $1,000,140. The
Notes, the Warrants, and the Series E Preferred Stock purchasable under the
Notes and Warrants are collectively referred to herein as the "Securities". The
conversion and Warrant prices will be the prices established in connection with
the issuance of the Series E Preferred Stock financing round.
The undersigned holder of Series A Preferred Stock, whose pro rata
share of the Company's shares (on a fully-diluted basis) is 20.18%, hereby
waives its right of first refusal according to Section 2.3 of the Company's
Second Amended and Restated Shareholders' Agreement, with respect to the new
securities being offered as set forth on the attached Term Sheet. THE
UNDERSIGNED UNDERSTANDS THAT THE WAIVER OF THE RIGHT OF FIRST REFUSAL IS
CONDITIONAL UPON THE CLOSING OF THE BRIDGE FINANCING AGREEMENT.
November 29, 2000
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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(Signature)
Axys Pharmaceuticals
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(Typed or Printed Name of Shareholder)
Preferred A
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(Class of Shares)