EXHIBIT 8
FORM OF AFFILIATE LETTER
_____________, 1999
Peptide Therapeutics Group plc
Peterhouse Technology Park
000 Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxx Xxxxxxx
XX0 0XX
Ladies and Gentlemen:
Pursuant to the Restated Agreement and Plan of Acquisition dated as of
November 10, 1998, as amended, (the "Merger Agreement"), among Peptide
Therapeutics Group plc (Parent"), a corporation organized and existing under the
laws of England and Wales, Peach Acquisition Corp. ("Merger Sub"), a Delaware
corporation and OraVax, Inc. ("Seller"), a Delaware corporation, providing for
the merger of Seller with and into Merger Sub (the "Merger"), the undersigned
will receive ordinary shares, nominal value 10 xxxxx per share, of Parent
("Parent Shares") in exchange for the shares of common stock, $0.001 par value
per share, of Seller (the "Seller Shares") owned by the undersigned.
The undersigned understand (a) that he or she may be deemed to be an
"affiliate" of Seller for purposes of Rule 145 under the Securities Act of 1933,
as amended (the "Act") and (b) that Parent is relying upon the representations,
warranties and agreements of the undersigned in entering into the Merger
Agreement.
With respect to the Parent Shares which the undersigned may receive in the
Merger, the undersigned represents and warrants to, and agrees with, Xxxxxx as
follows:
(1) The undersigned will not offer to sell, sell or otherwise dispose
of any Parent Shares except pursuant to Rule 145(d) under the Act, an effective
registration statement under the Act or an exemption from the registration
requirements under the Act.
(2) The undersigned will not offer to sell, sell or otherwise dispose
of the Parent Shares outside of the United States during the 180 days following
the time of the Merger.
(3) The undersigned understands that Parent is under no obligation to
register the sale or other disposition by the undersigned of Parent Shares
received in the Merger or to take any action necessary in order to make an
exemption from registration available.
(4) The undersigned understands that the certificates representing
the Parent Shares received by the undersigned in the Merger will be placed on
the "stop-transfer list" maintained by the transfer agent for the Parent Shares
and there will be placed on the certificates representing such Parent Shares and
any certificates representing Parent Shares delivered in substitution or
exchange therefor, a legend stating in substance:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED (1) IN ACCORDANCE WITH RULE 145(D) UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"); (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR (3) IN COMPLIANCE WITH AN
EXEMPTION FROM REGISTRATION UNDER THE ACT.
TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
ALSO RESTRICTED UNDER AN AGREEMENT, DATED NOVEMBER 10, 1998, A
COPY OF WHICH MAY BE OBTAINED FROM PEPTIDE THERAPEUTICS GROUP
PLC.
The undersigned has carefully read this letter and has obtained such
advice regarding execution of this letter as the undersigned deemed necessary.
Very truly yours,
Name:_____________________________
Address:__________________________
__________________________________
Accepted:
PEPTIDE THERAPEUTICS GROUP PLC
By:_______________________________
Name:
Title:
Dated: _____________, 1999
2
