AMENDMENT
THE SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE ("Agreement") made
and entered into as of July 26, 1999 by and between CORVAS INTERNATIONAL, INC.
("Corvas"), a Delaware corporation, on the one side, and, VASCULAR GENOMICS INC.
("VGI") a Delaware corporation, and its stockholders, Xxx Xxxxxxxxx, Xxxxx
Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxxx (the "VGI Stockholders"),
on the other side, is hereby amended as of the Effective Date as follows:
1. SECTIONS 1.2 AND 4 of the Agreement are amended to read as follows:
1.2 On receipt of the VGI Shares, Corvas shall deliver to the
VGI Stockholders' counsel, Duckor Xxxxxxxxx & Xxxxxxx, Two Hundred and
Fifty Thousand (250,000) shares of Corvas Common Stock pursuant to the
terms of Exhibit C to this Agreement, which is incorporated herein as
though set forth in full and thereby made a part of this Agreement.
* * *
4. On or before August 10, 1999, VGI, on behalf of the VGI
Stockholders, shall deliver to Corvas shares of VGI non-voting
common stock equal to Six and One-Half Percent (6.5%) of the then
outstanding common stock of VGI on a fully diluted basis pursuant
to the terms of Exhibit C to this Agreement, which is
incorporated herein as though set forth in full and thereby made
a part of this Agreement.
END OF AMENDMENTS
2. To the extent that the terms of the provisions of this Amendment
conflict or are inconsistent with those of the Agreement, the terms and
provisions of this Amendment shall control and modify those of the Agreement.
Except as so modified, the terms and provisions of the Agreement shall remain in
full force and effect and are incorporated herein by this reference.
3. This Amendment be executed in two or more counterparts, each of which
shall be deemed an original, all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF the Parties have duly authorized and caused this Amendment to
be executed to be effective as of July 26, 1999.
CORVAS INTERNATIONAL, INC.: VASCULAR GENOMICS INC.:
By: /S/ XXXXXXX X. XXXXX By: /S/ XXXXX XXXXXX
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxx, as President and
Chief Executive Officer Individually as a VGI Stockholder
/S/ XXXXX XXXXXX /S/ XXX XXXXXXXXX
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Xxxxx Xxxxxx Xxx Xxxxxxxxx
/S/ XXXXXX XXXXXX /S/ XXXXX XXXXXXXX
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Xxxxxx Xxxxxx Xxxxx Xxxxxxxx
APPROVED AS TO FORM:
XXXXXX GODWARD LLP
By: /S/ XXXXXXX X. XXXXXX Date:
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Xxxxxxx X. Xxxxxx
Counsel for Corvas International, Inc.
DUCKOR XXXXXXXXX & XXXXXXX
By: /S/ XXXXX X. XXXXXX Date:
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Xxxxx X. Xxxxxx
Counsel for Vascular Genomics Inc.
and Stockholders
