EXHIBIT 7.3
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
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This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), made as of
this 20th day of July, 2001, by and between XXXXXX HEALTHCARE CORPORATION, a
Delaware corporation with offices at 0000 Xxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx
00000 (the "Seller"), and GENSTAR THERAPEUTICS CORPORATION, a Delaware
corporation with offices at 00000 Xxxxxx Xxx, Xxxxx X, Xxx Xxxxx, Xxxxxxxxxx,
00000 ("Buyer").
RECITALS
WHEREAS, the Buyer and the Seller have entered into that certain Asset
Purchase Agreement, dated as of February 28, 1998, as amended by the Amendment
to Asset Purchase Agreement dated May 27, 1998 (the "Agreement"); and
WHEREAS, the Buyer and the Seller desire to amend the Agreement to update
the name of the "Buyer" after a change in the name of Buyer and to reflect
certain changes to terms of the Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock of Buyer, upon and subject to the terms and
conditions of this Amendment; and
WHEREAS, any capitalized terms not otherwise defined in this Amendment
shall bear the meaning ascribed to such terms in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
As of the date hereof, the Agreement is hereby amended to update the name
of Buyer from UROGEN CORP. to GENSTAR THERAPEUTICS CORPORATION and to replace
the Certificates of Designation for the Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock of Buyer as contained in Exhibit A
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of the Agreement with the form attached hereto as Exhibit 1.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of
the date first above written.
SELLER:
XXXXXX HEALTHCARE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Title: President, Venture Management
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Xxxxxx X. Xxxxxxx
BUYER:
GENSTAR THERAPEUTICS CORPORATION
By: /s/ Xxxxxx X. Xxxxx, M.D.
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Title: Chief Executive Officer
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Xxxxxx X. Xxxxx, M.D.
EXHIBIT 1
[Certificates of Designation for
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock]
