AMENDMENT NO. 1 TO SERIES B STOCK PURCHASE AGREEMENT
This Amendment, made as of the 10th day of September, 1994, by and
among Apollon, Inc., a Pennsylvania corporation (the "Company"), and the
Investors listed in Exhibit A hereto (the "Investors");
WHEREAS, the Company and the Investors wish to amend the Stock
Purchase Agreement, dated as of November 15, 1993, by and among the Company and
the Investors listed in Exhibit 1.1 thereto (the "Agreement") as hereinafter
provided;
NOW, THEREFORE, in consideration of the mutual covenants of the
Company and the Investors, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investors, intending to be legally bound, hereby agree as follows:
1. Section 8.10 of the Agreement is hereby amended to read as
follows:
"8.10 "Series A Agreement" means the Stock Purchase
Agreement, dated as of June 25, 1992, by and among the Company and the
Investors listed on Exhibit 1(a) thereto, as amended from time to
time."
2. The following definitions are hereby added to the Agreement as
Sections 8.17 and 8.18:
"8.17 "Centocor Stock Purchase Agreement" means the Stock
Purchase Agreement, dated as of September 10, 1994, between the Company and
Centocor, Inc., as amended from time to time;
8.18 "Centocor Shares" means the Shares as defined in the
Centocor Stock Purchase Agreement."
3. The following Section is hereby added to the Agreement as Section
9.19:
"9.19 Issuance of Series B Convertible Preferred Stock to
Centocor. The term "Shares" as used in Sections 6.12, 6.13, 6.20, 7.9,
9.14 and 9.16 of this Agreement shall include the shares of Series B
Convertible Preferred Stock issued under the Centocor Stock Purchase
Agreement. The term "Securities" as used in Sections 7 and 9.16 of this
Agreement shall include the Centocor Shares. The term "Registerable Common
Stock" as used in Section 7 of this Agreement shall include any Common
Stock issuable upon conversion of the Centocor Shares."
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IN WITNESS WHEREOF, each of the parties hereto has fully executed this
Amendment No. 1 to Series B Stock Purchase Agreement all as of the day and year
first above written.
APOLLON, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
President
INVESTORS
DSV PARTNERS IV
By: DSV MANAGEMENT
By: /s/ Xxxxxx Xxxxxxx
----------------------
Xxxxxx Xxxxxxx,
General Partner
Address: 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
CENTOCOR DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
Address: 0000 X. Xxxxxx Xxxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Fax: c/o Centocor, Inc.
(000) 000-0000
TECHNOLOGY LEADERS, L.P.
By: TECHNOLOGY LEADERS MANAGEMENT, L.P.
By: /s/ Xxxxx Xxxxxx
----------------------
Name:
Title: Vice President
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Address: 800 The Safeguard
Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Fax: (000) 000-0000
TECHNOLOGY LEADERS OFFSHORE,
C.V.
By: TECHNOLOGY LEADERS
MANAGEMENT, L.P.
By: /s/ Xxxxx Xxxxxx
----------------------
Name:
Title: Vice President
Address: 800 The Safeguard
Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Fax: (000) 000-0000
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EXHIBIT A
NAME
----
DSV Partners IV, L.P.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Centocor Delaware, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Technology Leaders, L.P.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Technology Leaders Offshore, C.V.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
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