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EXHIBIT 4.5
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Reference is made to that certain Registration Rights Agreement dated
January 2, 1998 by and among Intracel Corporation, a Delaware corporation (the
"Company"), and the Holders set forth therein (the "Registration Rights
Agreement").
Pursuant to Section 18(a) of the Registration Rights Agreement, the
undersigned hereby agree that the Registration Rights Agreement is hereby
amended to provide that:
(a) under Section 5(a)(ii)(B) of the Registration Rights Agreement, the
Initiating Holders may not request the filing of, and the Company shall not be
obligated to file, a registration statement until 180 days following the
effective date of the registration statement filed by the Company relating to
the initial public offering of the Company's Common Stock (the "Initial Public
Offering"), which Initial Public Offering is to be co-managed by Xxxxxxxxx,
Xxxxxx & Xxxxxxxx Securities Corporation and Nationsbanc Xxxxxxxxxx Securities
LLC; and
(b) the rights of the Holders of Registrable Securities set forth in
Section 6 thereof will not apply to the Initial Public Offering.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them under the Registration Rights Agreement.
IN WITNESS WHEREOF, this Amendment has been executed as of the 9th day of
July, 1998.
INTRACEL CORPORATION
By:
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Name:
Title:
MENTOR CORPORATION
By:
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Name:
Title:
