1
EXHIBIT 10.35
AMENDMENT
AMENDMENT dated as of September 25, 1998 (this "Amendment"), to
the AVIGEN, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated August 7,
1998 (the "Purchase Agreement").
WHEREAS, the parties to the Purchase Agreement desire to make
certain modifications to the Purchase Agreement to the extent set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties agree as follows:
1. The Purchase Agreement is hereby amended by deleting the
reference to "UI-USA, Inc." in the fourth line of the first paragraph of the
Purchase Agreement, and substituting therefor "UNION D'ETUDES ET
D'INVESTISSEMENTS".
2. Section 1 of the Purchase Agreement is amended by deleting "up
to 2,000,000 shares" in the third line and substituting therefor "up to
$6,000,000". Section 1 is further amended by deleting "up to 600,000 shares" in
the fifth line and substituting therefor "shares equal to up to $1,200,000".
3. Section 9.1 of the Purchase Agreement is amended by deleting
"September 30, 1998" in the second line and substituting therefor "October 31,
1998" (such date to be referred to herein as the "Filing Date").
4. The Purchase Agreement is hereby further amended (a) by
deleting from the fifteenth, sixteenth, seventeenth, eighteenth and nineteenth
lines of the first full paragraph of Section 9.4 of the Purchase Agreement the
words "or the Placement Agent, respectively."
5. The Purchase Agreement is hereby further amended by deleting
in its entirety the first full paragraph of Section 9.4 of the Purchase
Agreement.
6. The Purchase Agreement is hereby further amended by deleting
"UI USA" on the signature page of the Purchase Agreement and substituting
therefor "UNION D'ETUDES ET D'INVESTISSEMENTS".
7. Except as expressly amended hereby, the Purchase Agreement
shall remain in full force and effect.
8. This Amendment shall be governed by and construed in
accordance with the laws of the State of California as applied to contracts
entered into and performed entirely in California without regard to conflicts of
law principles.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized representatives as of the day and year
first above written.
AVIGEN, INC.
By:
---------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized representatives as of the day and year
first above written.
UNION D'ETUDES ET D'INVESTISSEMENTS
By:
---------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized representatives as of the day and year
first above written.
SCOR
By:
---------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized representatives as of the day and year
first above written.
LEVEN
By:
---------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized representatives as of the day and year
first above written.
OPG
By:
---------------------------------
Name:
Title:
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized representatives as of the day and year
first above written.
---------------------------
Xxxxxxx Xxxxxx Xxxxxxxxxx
