EXHIBIT 99.9
IGEN Integrated Healthcare, LLC
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July 24, 2003
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c/o IGEN International, Inc.
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Dear ▇▇▇:
We refer to the Agreement and Plan of Merger, draft dated as of July 24,
2003 (the "Merger Agreement"), among Roche Holding Ltd, 66 Acquisition
Corporation II, IGEN International, Inc. ("IGEN") and IGEN Integrated
Healthcare, LLC ("Newco"). Terms used herein and not defined shall have the
meanings assigned to such terms in the Merger Agreement.
At the request of the Board of Directors of IGEN and as an accommodation
to facilitate completion of the transactions contemplated by the Merger
Agreement, you hereby agree to subscribe for a new series of preferred stock to
be issued by Newco following its conversion into a corporation for an aggregate
cash amount of $7,500,000 (the "Purchase Amount"). The Purchase Amount shall be
reduced by any reduction agreed to by the parties to the Letter Agreement (as
defined below) in the aggregate amount Newco is obligated to pay to MSD (as
defined below) pursuant to Section 1 of the Letter Agreement and shall be
payable at such time and from time to time as Newco is obligated to pay MSD an
aggregate amount in excess of $30,000,000 pursuant to Section 1 of the Letter
Agreement, on substantially the terms specified in the Summary of Principal
Terms and Conditions attached hereto as Exhibit A (the "Term Sheet"). For the
avoidance of doubt, the aggregate amount to be paid pursuant to Section 1 of the
Letter Agreement includes any Interim Funding provided pursuant to Section 1 of
the Letter Agreement. As used herein, "Letter Agreement" means the letter
agreement dated as of July 24, 2003, among IGEN, Newco, Meso Scale Diagnostics
LLC. ("MSD"), Meso Scale Technologies, LLC., JW Consulting Services, L.L.C. and
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This letter shall not be assignable by any party without the prior
written consent of each other party (and any purported assignment without such
consent shall be null and void), except that (a) you may assign this letter
without Newco's
consent (provided, that such assignment shall not relieve you of any of your
obligations hereunder) and (b) Newco may assign this letter to any other
entity the common stock of which will be distributed to IGEN's stockholders in
the transactions contemplated by the Merger Agreement. This letter is intended
to be solely for the benefit of the parties hereto and is not intended to confer
any benefits upon, or create any rights in favor of, any person other than the
parties hereto. This letter may not be amended or waived except by an instrument
in writing signed by each party. This letter may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. This letter shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
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If the foregoing correctly sets forth our binding agreement, please
indicate your acceptance of the terms hereof (including the Term Sheet) by
returning to us an executed counterpart hereof.
Very truly yours,
IGEN INTEGRATED HEALTHCARE, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Operating Officer
Accepted and agreed to
as of the date first
written above by:
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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EXHIBIT A
IGEN Integrated Healthcare, LLC
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$7,500,000 Preferred Stock
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Summary of Principal Terms and Conditions
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Stock Subscription: Pursuant to a Stock Subscription Agreement
------------------ (the "Stock Subscription Agreement") to be
entered into between IGEN Integrated
Healthcare LLC, a Delaware limited liability
company that will be converted into a
corporation ("Newco"), and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ ("SJW"), at the Effective Time SJW
will purchase from Newco newly issued shares
of Newco's preferred stock, par value $1.00
per share (the "Newco Preferred Stock"), for
an aggregate cash amount of $7,500,000 (the
"Purchase Amount"). The Purchase Amount shall
be reduced by any reduction agreed to by the
parties to the Letter Agreement (as defined
below) in the aggregate amount Newco is
obligated to pay to MSD pursuant to Section 1
of the Letter Agreement and shall be payable
at such time and from time to time as Newco is
obligated to pay MSD an aggregate amount in
excess of $30,000,000 pursuant to Section 1 of
the Letter Agreement. For the avoidance of
doubt, the aggregate amount to be paid
pursuant to Section 1 of the Letter Agreement
includes any Interim Funding provided pursuant
to Section 1 of the Letter Agreement. "Letter
Agreement" means the letter agreement dated as
of July 24, 2003, among IGEN, Newco, Meso
Scale Diagnostics LLC. ("MSD"), Meso Scale
Technologies, LLC., JW Consulting Services,
L.L.C. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇.
Use of Proceeds: Newco shall use the Purchase Proceeds to make
--------------- Class C capital contributions to Meso Scale
Diagnostics, LLC., a Delaware limited
liability company ("MSD"), in exchange for
Class C membership interests of MSD ("Related
Class C Interests").
Liquidation Preference: Each share of Newco Preferred Stock will have
---------------------- a liquidation preference of $0.01 per share,
which is the amount a holder of one share of
Newco Preferred Stock would be entitled to
receive if Newco were liquidated.
Other Economic Characteristics: Except for its liquidation preference, the
------------------------------ economic characteristics of the Newco
Preferred Stock will mirror, in all respects,
Newco's economic interest in the Related Class
C Interests. A proportionate part of the Newco
Preferred Stock will be redeemed in connection
with any redemption by MSD with respect to the
Related Class C Interests at a price identical
to the redemption price paid to Newco for the
Related Class C Interests. No distributions on
the Newco Preferred Stock will be paid unless
and until "Distributions" (as defined in the
Limited Liability Company Agreement of
MSD) are paid in respect of the Related Class
C Interests, in which event distributions will
be paid on the Newco Preferred Stock in the
same manner and amount as such
"Distributions."
Redemption: Newco may redeem any outstanding Newco
---------- Preferred Stock for $0.01 per share after such
time as Newco is no longer entitled to receive
any "Distributions" (as defined in the Limited
Liability Company Agreement of MSD) with
respect to Related Class C Interests.
Ranking: Pari passu with Newco's existing and future
------- preferred stock.
Voting and Approval Rights: The holders of shares of the Newco Preferred
-------------------------- Stock will be entitled to all voting rights
required by the DGCL and will be entitled in
the aggregate to 1000 votes on all matters on
which the holders of Newco common stock may
vote. In addition, Newco will not consent to
any adverse change to the terms of the Related
Class C Interests without the consent of the
holder of the Newco Preferred Stock.
No Restrictions on Transfer: The Newco Preferred Stock will be
--------------------------- transferable, subject to applicable
restrictions of Federal Securities Laws.
Condition to Obligation to The occurrence of the Effective Time.
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Purchase:
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