EXHIBIT 10.43
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
This Amendment No. 1 is made and entered into as of and effective on August 6,
2002, and amends the Stock Purchase Agreement dated as of February 19, 1998 (the
"Agreement"), by and between V.I. Technologies, Inc., a Delaware corporation
("Vitex"), and Pall Corporation, a New York corporation ("Pall").
WHEREAS, the parties hereto desire to amend the Agreement as set forth below,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, Vitex and Pall agree as follows:
1. Sections 1(e) and 2(e) of the Agreement are hereby deleted in their
entirety.
2. Section 2(d) of the Agreement is hereby amended and restated to read
in its entirety as follows:
"(d) The closing of the purchase and sale of the Shares
pursuant to paragraph 1(d) of this Agreement (the "Fourth Closing")
shall occur on such date as may be agreed upon by Pall and Vitex;
provided that without the written consent of both Pall and Vitex, but
subject to Section 6 of this Agreement, the Fourth Closing shall occur
on the tenth business day after the date on which the System is first
used by Vitex in a clinical investigation (as defined in 21 CFR
ss.312.3) under the protocol for the Phase 3 study in the IND (the
"Fourth Closing Trigger Date"), provided, however, that if the Fourth
Closing Trigger Date does not occur by December 31, 2002, there shall
be no Fourth Closing and both parties shall be relieved and released
of and from their obligations under Sections 1(d) and 2(d) of this
Agreement. At the Fourth Closing, if any, Pall shall pay Vitex $4
million in immediately available funds to such account as Vitex shall
designate, against delivery to Pall of a certificate for the number of
shares determined under paragraph 1(d) of this Agreement."
3. Section 2(g) of the Agreement is hereby amended and restated to read
in its entirety as follows:
"(g) The Initial Closing, the Second Closing, the Third
Closing, the Fourth Closing (if any) and the IPO Closing are
hereinafter referred to collectively as the "Closings" and
individually as a "Closing." Each Closing other than the IPO Closing
shall occur at the offices of Xxxxxx, Xxxxxxx & Xxxxxxx, 0 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other location as may be agreed
upon by Vitex and Pall. The date on which any Closing occurs is
referred to herein as a `Closing Date.'"
4. A new Section 5(i) of the Agreement is hereby added as follows:
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"(i) Agreement Not to Dispose of Shares. Notwithstanding any
provisions of this Agreement, the Registration Rights Agreement, the
First Stockholders' Agreement or the Second Stockholders' Agreement to
the contrary, Pall agrees that until after December 31, 2002, it will
not, without the prior written consent of Vitex, sell, pledge, assign,
transfer or otherwise dispose of any Shares. After December 31, 2002,
Pall shall only dispose of Shares in an orderly manner designed not to
disrupt the trading of Vitex's securities or the price thereof."
5. Section 8 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"8. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing (a) by hand delivery
or registered first class mail, postage prepaid, return receipt
requested, or air courier guaranteeing overnight delivery, to the
following addresses, or (b) by facsimile transmission or e-mail to the
following numbers or e-mail addresses:
If to Pall:
Pall Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Attention: [*****]
Fax No.: [*****]
E-mail: [*****]
with a copy to:
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention [*****]
Fax No.: [*****]
E-mail: [*****]
If to Vitex:
V.I. Technologies, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: [*****]
Fax No.: [*****]
E-mail: [*****]
with a copy to:
Xxxx Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: [*****]
Fax No.: [*****]
E-mail: [*****]
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Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.
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All such notices and communications shall be deemed
to have been duly given and received on the date
delivered by hand or by facsimile transmission or
e-mail; five business days after being deposited in
the mail, postage prepaid, if mailed; and on the next
business day, if timely delivered to an air courier
guaranteeing overnight delivery. Either party may
change its address for notices by a notice to the
other party given in accordance with this section."
6. In all other respects, the Agreement shall remain in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, Vitex and Pall have each caused this Amendment No. 1 to be
executed by its duly authorized officer, each as of and effective on the date
first above written.
V.I. TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxx
----------------------
Print Name: Xxxx X. Xxxx
Title: President and Chief Executive Officer
PALL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Print Name: Xxxxxx X. Xxxxxxx
Title: Group Vice President
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