1 EXHIBIT 10.71 SAIGENE CORPORATION 1725 220TH STREET SE BOTHELL, WA 98021 PHONE: 206-485-5377 FAX: 206-486-8336 June 20, 1997 Mr. Sanford S. Zweifach President/CFO Epoch Pharmaceuticals, Inc. 1725 220th St. SE, #104 Bothell, Washington 98021 Dear Sandy: As indicated in your June 11, 1997 letter, Saigene proposes the following terms for retirement of the asset purchase agreement note with Epoch Pharmaceuticals. a) A cash payment of $500,000 upon closing of a private placement offering led by Round Hill Securities for $1.5 million or more (see attached engagement letter). b) The balance of the Epoch note will be repaid at the rate of $10,000 a month up to closing of the private placement and increase to $20,000 per month with interest continuing to accrue. The balance of the note will be paid in full in the event of any future financing of $1.0 million or more whichever comes first. In either case it is agreed the balance of the note will be paid in full within 24 months. c) On or before Friday June 27, 1996 Saigene will bring current its debt services obligations presently in the amount of $32,068.17. d) Saigene will pay accrued rent in the amount of $11,280 upon closing of the private placement. e) In addition to recognizing Epoch's present 12% equity position, Saigene will agree to a 2% fully diluted equity penalty per month, if Saigene fails to meet its monthly note and rent payment on time with no cure period. In consideration of the following Epoch agrees to: a) Grant Saigene a ninety (90) day standstill on the Epoch note in order for Saigene to complete the private placement. b) Issue a letter to Round Hill indicating this extension. c) Agree to provide facilities and administrative support in accordance with the current terms on a month to month basis. Sincerely, Agreed to _______________________________ Sanford S. Zweifach Epoch Pharmaceuticals, Inc. Allan G. Cochrane President/CFO President/COO Enclosure