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EXHIBIT
10.3
PRO FORMA LETTER OF
CREDIT
[BANK
LETTERHEAD]
Attention: Joe Graham, Assistant
Controller
DOUGLAS EMMETT 1997, LLC c/o Douglas
Emmett
Management, LLC 808 Wilshire Boulevard,
Suite 200
Santa Monica, California
90401
Letter of Credit
No.
Ladies and
Gentlemen:
We hereby establish our
Irrevocable Letter of Credit and authorize you to draw on us at
sight for the account of COUGAR BIOTECHNOLOGY, INC., a Delaware
corporation (“Applicant”) the aggregate amount of One
Million and No/100 Dollars ($1,000,000.00).
Funds under this Letter of
Credit are available to the beneficiary hereof as
follows:
Any and all of the sums
hereunder may be drawn down at any time and from time to time from
and after the date hereof by DOUGLAS EMMETT 1997, LLC, a Delaware
limited liability company (“Beneficiary”) when
accompanied by this Letter of Credit and a written statement signed
by an authorized signatory of Beneficiary, certifying that
Beneficiary is entitled to make such drawing pursuant to the Lease,
together with a notarized certification by any such individual
representing that such individual is authorized by Beneficiary to
take such action on behalf of Beneficiary, and a sight draft
executed and endorsed by such individual. The sums drawn by
Beneficiary under this Letter of Credit shall be payable upon
demand without necessity of notice.
This Letter of Credit is
transferable in its entirety, without any limitation on the number
of such transfers. Should a transfer be desired, such transfer will
be subject to the return to use of this advice, together with
written instructions.
The amount of each draft must
be endorsed on the reverse hereof by the negotiating bank. We
hereby agree that
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