GENEMEDICINE, INC. EXHIBIT 10.23
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the "AMENDMENT AGREEMENT") is made as of January 31,
1998 between GeneMedicine, inc., a Delaware corporation (the "COMPANY"), and
American Stock Transfer & Trust Company ("RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent entered into that certain Rights
Agreement dated as of January 16, 1996 (the "RIGHTS AGREEMENT") (capitalized
terms used but not defined herein shall have the meaning assigned to them in the
Agreement); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement
as provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this
Amendment Agreement hereby agree as follows:
AMENDMENT
1. The third and fourth paragraphs of Section 1(a) of the Rights Agreement are
amended in their entirety to read as follows:
"In addition, Corange International Limited, a Bermudan corporation
("Corange"), shall not be deemed to be an "Acquiring Person" for purposes
of this Agreement so long as Corange and any of its Affiliates or
Associates have acquired the Company's Common Shares solely in accordance
with the terms of (i) that certain Share Purchase Agreement between Corange
and the Company dated July 17, 1995 or any documents executed in connection
with or pursuant thereto (the "Share Purchase Agreement"), including
without limitation Section 6.1 thereof or (ii) the Stock and Warrant
Purchase Agreement (defined below); provided, however, that this paragraph
shall not apply in the event that Corange or any of its Affiliates or
Associates commences a tender or exchange offer to acquire 15% or more of
the Common Shares of the Company then outstanding.
Furthermore, Syntex (U.S.A.), Inc., a Delaware corporation ("Syntex"),
shall not be deemed to be an "Acquiring Person" for purposes of this
Agreement so long as Syntex and any of its Affiliates or Associates have
acquired the Company's Common Shares solely (A) (i) upon conversion of the
Series B Preferred Shares (as hereinafter defined) or (ii) upon exercise of
the Warrants issued to Syntex, in each case acquired solely in accordance
with the terms of that certain Stock and Warrant Purchase Agreement by and
between Syntex and the Company dated April 8, 1994 or any documents
executed in connection with or pursuant thereto
1.
(the "Stock and Warrant Purchase Agreement"), or (B) in accordance with the
terms of the Share Purchase Agreement (defined above); provided, however,
that this paragraph shall not apply to in the event that Syntex or any of
its Affiliates or Associates commences a tender or exchange offer to
acquire 15% or more of the Common Shares of the Company then outstanding.
Solely for the purposes of the foregoing, "Corange" and "Syntex" shall
include any entity which acquires all or substantially all of the business
or assets of each respective entity."
2. Except as modified by this Amendment Agreement, the Rights Agreement shall
remain in full force and effect. This Amendment Agreement shall be deemed an
amendment to the Rights Agreement and shall become effective when executed and
delivered by the Company and the Rights Agent as provided under Section 27 of
the Rights Agreement.
2.
The foregoing Amendment Agreement is hereby executed as of the date first
above written.
THE COMPANY:
GENEMEDICINE, INC.
By: Xxxxxxx X. Xxxxxxx
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Title: Vice President and Chief Financial Officer
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RIGHTS AGENT:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: Xxxxxxx X. Xxxxxx
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Title: Vice President
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3.