EXHIBIT 1.2
PRICING AGREEMENT
▇▇▇▇ Capital Partners. LLC
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
February 13, 2004
Ladies and Gentlemen:
AVANT Immunotherapeutics, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the Placement
Agency Agreement dated February 13, 2004 (the "Placement Agreement"), between
the Company, ▇▇▇▇ Capital Partners, LLC, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC,
(collectively, the "Placement Agents") to issue and sell to the investors named
in SCHEDULE I hereto (the "Investors") the Securities as specified in SCHEDULE I
hereto. Each of the provisions of the Placement Agreement, including all defined
terms contained therein, is incorporated herein by reference in their entirety
and shall be deemed to be a part of this Agreement; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Base Prospectus in SECTION 2 of
the Placement Agreement shall be deemed to be a representation or warranty as of
the date of the Placement Agreement in relation to the Base Prospectus, and also
a representation and warranty as of the date of this Pricing Agreement in
relation to the Base Prospectus as amended or supplemented relating to the
Securities which are the subject of this Pricing Agreement, and except that the
Company has no Significant Subsidiaries.
Subject to the terms and conditions set forth herein (including the
schedules hereto) and in the Placement Agreement incorporated herein by
reference, the Company agrees to issue and sell to each of the Investors, at the
time and place and at the purchase price as set forth in SCHEDULE II hereto, the
number and type of Securities set forth opposite the name of each such Investor
in SCHEDULE I hereto.
Provided that the Securities are issued and sold to each of the Investors
pursuant to the terms of the Placement Agreement and this Pricing Agreement on
the Closing Date set forth in SCHEDULE II, the Company shall pay to the
Placement Agent the amount set forth in SCHEDULE II as compensation for services
rendered in connection with the issuance and sale of the Securities.
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof.
Very truly yours,
AVANT IMMUNOTHERAPEUTICS, INC.
By:/s/ Una ▇. ▇▇▇▇
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Name: Una ▇. ▇▇▇▇, PhD
Title: President & Chief Executive Officer
The foregoing Placement Agency Agreement is hereby confirmed and accepted
by the Placement Agents as of the date first above written.
▇▇▇▇ CAPITAL PARTNERS LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Partner
▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Principal
(SIGNATURE PAGE TO PRICING AGREEMENT)
SCHEDULE I
[OMITTED]
SCHEDULE II
TITLE OF SECURITIES:
- shares of Common Stock, $0.001 par value per share.
AGGREGATE DOLLAR AMOUNT:
- $24,653,750
PRICE TO INVESTORS:
- $2.75 per share
COMMISSION TO PLACEMENT AGENTS:
- 6% of the gross proceeds received from the sale of the securities in the
Offering
- $20,000 in expense reimbursement
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same day funds
CLOSING DATE:
February 19, 2004
TIME OF DELIVERY:
10.00 a.m., California time
CLOSING LOCATION:
Offices of the Company's counsel or such other place as the parties shall
mutually agree.
