EXHIBIT 4.9
AMENDMENT NO. 3
TO
RIGHTS AGREEMENT
between
XYTRONYX, INC.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
as Rights Agent
Amendment No. 3 Dated as of December 17, 1996
AMENDMENT NO. 3
TO RIGHTS AGREEMENT
This Amendment No. 3 To Rights Agreement is made and entered into as of the
17th day of December, 1996 between Xytronyx, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have been directed in
accordance with Section 27(a) of the Rights Agreement by and between the Company
and the Rights Agent, dated as of April 2, 1991 (the "Rights Agreement"), to
amend the Rights Agreement in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby
mutually agree and consent to the Amendment of the Rights Agreement so that
Section 1(j) thereof be deleted and replaced in its entirety as follows:
(j) "Exempt Person" shall mean (i) the Company, any wholly owned
Subsidiary of the Company, any employee benefit plan of the Company or of a
Subsidiary of the Company, or any person holding Voting Shares for or pursuant
to the terms of any such employee benefit plan and; (ii) Xxxxx Xxxxx and the
Xxxxx Xxxxx Revocable Trust dated December 22, 1988; (iii) any Person who is or
hereinafter becomes a relative of Xxxxx Xxxxx, by blood or marriage, or the
estate of Xxxxx Xxxxx or any such Person; (iv) any currently existing or
subsequently established trust, plan or other entity or vehicle for the benefit
of Xxxxx Xxxxx or any of his relatives by blood or marriage, or any Person who
is the beneficial owner of any voting shares held by or pursuant to the terms
and conditions of any such entity or vehicle; and (v) Paramount Capital, Inc.
and its affiliates.
Except as expressly modified herein, the Rights Agreement shall remain in
full force and effect and is hereby ratified and affirmed.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
ATTEST: XYTRONYX, INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx
Title: Accoountant Title: Chief Executive Officer
ATTEST: AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
/s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------- -----------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
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