AMENDMENT TO OFFSHORE SECURITIES AGREEMENT
November 12, 1997
P.R.I.F. L.P.
c/o Wood Gundy Inc.
000 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Gentlemen:
We refer to that certain Offshore Securities Subscription
Agreement, dated May 29, 1996 (the "Agreement"), as amended by that certain
letter agreement, dated June 28, 1996 (the "Amendment"; the Agreement as
amended by the Amendment, the "Amended Agreement"), between you and us.
The Amended Agreement is hereby amended by deleting therefrom the
final paragraph of Section 1.a. thereof. For the avoidance of doubt the
paragraph to which the foregoing sentence refers is the paragraph which was
added to Section 1.a. of the Agreement by the Amendment.
This agreement reflects the present agreement of the parties
hereto with respect to the transactions contemplated hereby and shall be
binding upon and enforceable against the parties hereto. Except as amended
herein, the Amended Agreement shall remain in full force and effect.
P.R.I.F. L.P.
November 12, 1997
Page 2
If the foregoing reflects your understanding of our agreement,
please so indicate by signing below.
Very truly yours,
SERAGEN, INC.
By: /s/ Reed R. Prior
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Reed R. Prior
Chairman, Chief Executive
Officer and Treasurer
Agreed and accepted:
P.R.I.F. L.P.
By: H.B. & Co. Inc.
By: /s/ Xxxxx Brachfield
---------------------
Xxxxx Xxxxxxxxx
Officer
Date: November 12, 1997
