EXHIBIT 10.22.2
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(B)(4)
AND 240.24B-2
FIRST AMENDMENT TO JOINT VENTURE AGREEMENT
between
Lynx Therapeutics Inc., 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000,
XXX (hereinafter referred to as "LYNX")
and
XXXX Xxxxxxxxxxxxxxxxxx, 00000 Xxxxxxxxxxxx, Xxxxxxx
(hereinafter referred to as "BASF")
WHEREAS LYNX and BASF are parties to that certain Joint Venture Agreement dated
June 28/29, 2001 (the "Agreement"), pursuant to which LYNX and BASF agreed to
prepare the Joint Venture Company ("JVC") for and to initiate and complete an
IPO,
WHEREAS, BASF and LYNX have agreed in Art. 5 of the Agreement to increase the
share capital of the JVC in the next general shareholders' meeting;
WHEREAS, BASF and LYNX intend to hold the next general shareholders' meeting
between August 29 and 31, 2001 and are interested in amending the terms of the
Agreement with respect to the manner in which the increase of the share capital
shall be conducted;
NOW, THEREFORE, BASF and LYNX hereby agree that the terms of the Agreement are
amended as follows:
1) Art. 5.1 of the Agreement is deleted and replaced in its entirety with the
following:
"The share capital of the JVC shall be increased from [...***...] to
[...***...] by converting other reserves ("Andere Gewinnrucklagen") of the
JVC and further by [...***...] to [...***...], the shares shall be
converted into ordinary bearer shares with a nominal value of [...***...]
each. BASF shall procure that BASF Holding, and Lynx shall procure that
Lynx Holding shall vote for the respective proposal and change of the
Articles of Association of the JVC at the next general meeting of JVC's
shareholders."
2) Art. 5.2 of the Agreement is deleted and replaced in its entirety with
the following:
"BASF shall procure that BASF Holding and LYNX shall procure that LYNX
Holding respectively shall subscribe for shares according to their current
shareholding in the JVC. The right of all other shareholders to subscribe
for new shares shall be excluded. BASF shall procure that BASF Holding
pays [...***...] and Lynx shall procure that Lynx
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Holding pays [...***...] to the JVC by [...***...] with regard to the
increased capital subscribed by them.
BASF shall procure that BASF Holding and LYNX shall procure that LYNX
Holding respectively transfer - pro rata according to their current
shareholdings in the JVC - shares up to a total of [...***...] percent of
JVC's aggregate share capital to the JVC's employees, members of its
Executive Board and Scientific Advisory Board and certain other
collaborators. The shares shall be transferred as directed by the JVC at a
price of [...***...] which shall be debited to the JVC by BASF
Holding and LYNX Holding respectively. The payment for such shares shall
be deferred and the JVC's respective liability shall only be extinguished
by the merger of BASF Holding and LYNX Holding as creditors and the JVC as
debtor."
2) Art. 5.3 of the Agreement is deleted in its entirety.
3) Art. 5.4 of the Agreement shall be deleted and replaced in its entirety by
the following:
"The JVC's employees, members of its Executive Board and Scientific
Advisory Board and certain other collaborators shall receive their shares
resulting from the capital increase [...***...]. The JVC shall bear the
income tax owed by the recipients attributable to the granting of the
shares subject to certain prerequisites (e.g. taking into account past and
future service with/for the JVC) to be decided by the JVC."
Hayward, California, this 7th August 2001 Ludwigshafen, this 14th August 2001
Lynx Therapeutics, Inc. BASF Aktiengesellschaft
/s/ Xxxxxx Xxxxxxx /s/ ppa Xxxxxxx Xxxxxx /s/ ppa Monde
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*** CONFIDENTIAL TREATMENT REQUESTED
