EXHIBIT A-2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Asset Purchase Agreement is made
between Seragen, Inc., a Delaware corporation having a usual place of
business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Seller"), and
Trustees of Boston University, a Massachusetts not-for-profit corporation
having a usual place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Buyer"), as of May 16, 1997, for the purpose of
amending that certain Asset Purchase Agreement, dated as of February 14,
1997 (the "Asset Purchase Agreement"), between the Seller and the Buyer.
THE PARTIES AGREE AS FOLLOWS:
1. Section 1.05 of the Asset Purchase Agreement is
amended by deleting therefrom the date "June 2, 1997," and replacing it with
"August 29, 1997."
2. Clause (iii) of the second sentence of Section
1.08 of the Asset Purchase Agreement is amended to read in its entirety as
follows:
(iii)the failure of both (A) a majority of the shares of
capital stock of the Seller issued and outstanding and
entitled to vote on the matter and (B) a majority of
the shares of capital stock of the Seller issued and
outstanding, entitled to vote on the matter, and held
by, and the voting of which is controlled by, persons
other than (1) Boston University, (2) persons affiliated
with Boston University, and (3) persons otherwise
interested in the relevant transactions other than in their
capacity as shareholders of the Seller, to approve the
transactions contemplated by this Agreement; or
3. Section 7.03 of the Asset Purchase Agreement is amended
to read in its entirety as follows:
SECTION 7.03 Stockholder Approval. The Seller shall
have received the approval of the transactions
contemplated hereby by both (a) a majority
of the shares of capital stock of the Seller issued and
outstanding and entitled to vote on the matter and (b) a
majority of the shares of capital stock of the Seller
issued and outstanding, entitled to vote on the matter,
and held by, and the voting of which is controlled by,
persons other than (i) Boston University, (ii) persons
affiliated with Boston University, and (iii) persons
otherwise interested in the relevant transactions other
than in their capacity as shareholders of the Seller.
4. As between the parties hereto, this amendment shall be deemed
for all purposes to be and have become effective as of February 14, 1997.
5. Except as modified by this Amendment No. 1, the Asset Purchase
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Buyer and Seller have executed this
Amendment No. 1 as of the date first set forth above.
SERAGEN, INC.
By: \s\ Reed R. Prior
Reed R. Prior, Chairman,
Chief Executive Officer
and Treasurer
TRUSTEES OF BOSTON UNIVERSITY
By: \s\ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
EXHIBIT A-3
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This Amendment No. 2 to Asset Purchase Agreement is made between
Seragen, Inc., a Delaware corporation having a usual place of business at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Seller"), and Trustees of Boston
University, a Massachusetts not-for-profit corporation having a usual place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Buyer"), as
of August 25, 1997, for the purpose of amending that certain Asset Purchase
Agreement, dated as of February 14, 1997, and amended as of May 16, 1997
(as amended, the "Asset Purchase Agreement"), between the Seller and the
Buyer.
THE PARTIES AGREE AS FOLLOWS:
1. Section 1.05 of the Asset Purchase Agreement is amended by
deleting therefrom the date "August 29, 1997," and replacing it with "November
28, 1997."
2. As between the parties hereto, this amendment shall be deemed
for all purposes to be and have become effective as of February 14, 1997.
3. Except as modified by this Amendment No. 2, the Asset Purchase
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Buyer and Seller have executed this
Amendment No. 2 as of the date first set forth above.
SERAGEN, INC.
By: \s\ Reed R. Prior
Reed R. Prior, Chairman,
Chief Executive Officer
and Treasurer
TRUSTEES OF BOSTON UNIVERSITY
By: \s\ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
EXHIBIT A-4
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT
This Amendment No. 3 to Asset Purchase Agreement is made
between Seragen, Inc., a Delaware corporation having a usual place of business
at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Seller"), and Trustees of
Boston University, a Massachusetts not-for-profit corporation having a usual
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the
"Buyer"), as of October 21, 1997, for the purpose of amending that certain
Asset Purchase Agreement, dated as of February 14, 1997, and amended as of May
16, 1997, and August 25, 1997 (as amended, the "Asset Purchase Agreement"),
between the Seller and the Buyer.
THE PARTIES AGREE AS FOLLOWS:
1. Section 1.05 of the Asset Purchase Agreement is amended
by deleting therefrom the date "November 28, 1997," and replacing it with
"December 31, 1997."
2. As between the parties hereto, this amendment shall be
deemed for all purposes to be and have become effective as of February 14,
1997.
3. Except as modified by this Amendment No. 3, the Asset
Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Buyer and Seller have executed this
Amendment No. 3 as of the date first set forth above.
SERAGEN, INC.
By: \s\ Reed R. Prior
Reed R. Prior, Chairman,
Chief Executive Officer
and Treasurer
TRUSTEES OF BOSTON UNIVERSITY
By: \s\ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
