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February 4, 1998
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Warrants to purchase 250,000 of Common
Stock of Cistron Biotechnology, Inc.
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Gentlemen:
In consideration for your agreement to the terms set forth in your
letter dated October 17, 1997, Cistron Biotechnology, Inc. ("Cistron")
agrees to amend the warrant dated December 6, 1996, entitling you to purchase
up to 250,000 shares of Cistron's Common Stock at $.50 per share.
Pursuant to the terms of this letter agreement, you may elect to
exercise your warrants, as amended herein, and receive, without the payment of
any cash consideration, shares equal to the value of your warrants or any
portion thereof by the surrender of the warrants or such portion to Cistron.
Upon such surrender, Xxxxxxx shall issue to you such number of fully paid and
non-assessable shares of its Common Stock as is computed using the following
formula:
X=Y(A-B)
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A
where X equals the number of shares to be issued to you, Y equals the
number of shares covered by your warrants in respect of which this net
issue election is made, A equals the fair market value of one share of
Common Stock at the time the net issue election is made and B equals the
exercise price in effect under your warrants at the time this net issue
election is made. The determination of fair market value shall be closing
bid price of the Common Stock on the trading day immediately preceding the
date of exercise or if there shall be no such closing bid price then as
determined in good faith by Xxxxxxx's Board of Directors.
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Except as modified herein, all terms and provisions of your
warrants shall remain in full force and effect.
Please indicate your agreement with the foregoing by signing below
where indicated below and returning a copy of this letter to me by fax
and mail.
Very truly yours,
CISTRON BIOTECHNOLOGY, INC.
By:/s/XXXXX X. XXXXXX
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XXXXX X. XXXXXX
Acting Chairman and Chief
Executive Officer
ACKNOWLEDGED AND ACCEPTED:
XXXXXXXX & XXXXX
By: /s/XXXXXX X. XXXXXX
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Name:XXXXXX X. XXXXXX
Title: PARTNER
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