WAIVER AGREEMENT
This Waiver Agreement is made as of October 28, 1997, by and
between Boston University, Xxxx X. Xxxxxx, Xxxx Xxxxxxxx, Xxxxxx X.X. Xxxxxxx
and Xxxxxxx X. Xxxxxxx (individually, a "Stockholder" and collectively, the
"Stockholders"), Reed R. Prior ("Prior"), and Seragen, Inc. (the "Company").
WHEREAS, the Stockholders, Prior and the Company are the parties
to a certain Stockholders Agreement, dated as of November 6, 1996 (the
"Stockholders Agreement");
WHEREAS, Section 2.1 of the Stockholders Agreement requires the
Stockholders to take or cause to be taken such actions as may be required from
time to time to establish and maintain the number of directors comprising the
whole board of directors of the Company at nine;
WHEREAS, the parties acknowledge that, given the current financial
and business problems faced by the Company, it is difficult to attract the
caliber of directors contemplated by the parties at the time they entered into
the Stockholders Agreement;
WHEREAS, the parties believe that until it is possible to attract
appropriate additional candidates to serve as directors of the Company, it is
in the best interests of the parties and the Company that the size of the
board of directors be set at six directors;
NOW THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
Until such time as it is possible to attract as additional
candidates to serve as directors of the Company persons who have sufficient
experience and stature in the pharmaceutical industry to make their election
to the board of directors of the Company desirable, the number of directors
that comprise the whole board of the Company may be set at six. At such time
as, in the reasonable judgment of Prior after consultation with the other
members of the Company's board of directors, additional appropriate candidates
for the Company's board of directors can be identified, the size of the board
of directors of the Company shall be increased, up to a maximum of nine, as
necessary to permit or facilitate such candidates' election.
The provisions of Section 2.1 of the Stockholders Agreement are
hereby amended and waived to the extent necessary to give effect to the
provisions of the preceding paragraph.
IN WITNESS WHEREOF, the parties hereto have executed this Waiver
Agreement to be effective as of the day first set forth above.
BOSTON UNIVERSITY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President for
Financial Affairs
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxxxx X. X. Xxxxxxx
------------------------
Xxxxxx X.X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxx
/s/ Reed R. Prior
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Reed R. Prior
SERAGEN, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------
Xxxx X. Xxxxxxx, Ph.D.
President and Chief
Technology Office
