AMENDMENT NO. 2 TO SERIES A STOCK PURCHASE AGREEMENT
This Amendment, made as of the 10th day of September 1994, by and
among Apollon, Inc., a Pennsylvania corporation (the "Company"), and the
Investors listed in Exhibit A hereto (the "Investors");
WHEREAS, the Company and the Investors wish to amend the Stock
Purchase Agreement, dated as of June 25, 1992, by and among the Company and the
Investors listed in Exhibit 1(a) thereto, as amended by an Amendment to Stock
Purchase Agreement, dated as of November 15, 1993, by and among the Company and
the Investors listed on Exhibit A thereto (the "Agreement") as hereinafter
provided;
NOW, THEREFORE, in consideration of the mutual covenants of the
Company and the Investors, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investors, intending to be legally bound, hereby agree as follows:
1. Paragraph 8(m) of the Agreement is hereby amended to read in full
as follows:
"(m) "Series B Agreement" means the Stock Purchase Agreement,
dated as of November 15, 1993, between the Company and the Investors listed
in Exhibit 1.1 thereto relating to the purchase of shares of the Company's
Series B Convertible Preferred Stock, as amended from time to time."
2. Paragraph 8(n) of the Agreement is hereby amended to read in full
as follows:
"(n) "Series B Convertible Preferred Stock" means the shares of
Series B Convertible Preferred Stock issued pursuant to the Series B
Agreement and the Centocor Stock Purchase Agreement."
3. Paragraph 8(p) of the Agreement is hereby amended to read in full
as follows:
"(p) "Series B Registerable Common Stock" means Registerable
Common Stock as defined in the Series B (including the additional
securities contemplated by Section 9.19 of the Series B Agreement)."
4. Paragraph 8(q) of the Agreement is hereby amended to read in full
as follows"
"(q) "Series B Securities" means Securities as defined in
the Series B Agreement (including the additional securities
contemplated by Section 9.19 of the Series B Agreement)."
5. The following definition is hereby added to the Agreement as
Paragraphs 8(r):
"(r) "Centocor Stock Purchase Agreement" means the Stock Purchase
Agreement dated as of September 10, 1994 between the Company and Centocor,
Inc, as amended from time to time."
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IN WITNESS WHEREOF, each of the parties hereto has fully executed this
Amendment No. 2 to Series A Stock Purchase Agreement all as of the day and year
first above written.
APOLLON, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
President
INVESTORS
DSV PARTNERS IV
By: DSV MANAGEMENT
By: /s/ Xxxxxx Xxxxxxx
----------------------
Xxxxxx Xxxxxxx,
General Partner
Address: 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
CENTOCOR DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
Address: 0000 X. Xxxxxx Xxxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Fax: c/o Centocor, Inc.
(000) 000-0000
3
MELLON BANK, N.A. AS AGENT FOR CHANCELLOR
VENTURE CAPITAL, L.P. I (MAC & CO) AS DIRECTED
BY CHANCELLOR CAPITAL MANAGEMENT, INC
By: /s/ Xxxxxxx X. Yodel
---------------------------
Name: Xxxxxxx X. Yodel
Title: Assistant General Counsel
Address: c/o Chancellor Capital Management,
Inc.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
CONTINENTAL BANK, NATIONAL ASSOCIATION AS
CUSTODIAN FOR MUNICIPAL EMPLOYEES ANNUITY &
BENEFIT FUND OF CHICAGO, (AS DIRECTED BY
CHANCELLOR CAPITAL MANAGEMENT, INC.
INVESTMENT MANAGER)
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: c/o Chancellor Capital Management,
Inc.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
4
FOCUS & CO
By: /s/ X. Xxxxxxxx
---------------------------
Name: X. Xxxxxxxx
Title: Assistant Secretary
Address: c/o Chancellor Capital Management,
Inc.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
CONTINENTAL BANK, NATIONAL ASSOCIATION AS
CUSTODIAN, (AT THE DIRECTION OF CHANCELLOR
CAPITAL MANAGEMENT, INC., AS INVESTMENT
MANAGER) FOR THE POLICEMEN'S ANNUITY AND
BENEFIT FUND OF CHICAGO
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
Address: c/o Chancellor
Capital Management,
Inc.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
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EXHIBIT A
NAME
DSV Partners IV, L.P.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Centocor Delaware, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
MAC & Co.
Continental Bank, National
Association as Custodian
for Municipal Employees
Annuity & Benefit Fund
of Chicago (as Directed
by Chancellor Capital
Management, Inc.
Investment Manager)
Focus & Co.
Continental Bank, National
Association as Custodian
(at the Direction of
Chancellor Capital
Management, Inc., as
Investment Manager) for
the Policemen's Annuity
and Benefit Fund of
Chicago
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