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EXHIBIT 4.12
WAIVER AND AMENDMENT AGREEMENT
Reference is made to that certain Registration Rights Agreement dated July
22, 1994 by and among Intracel Corporation (the "Company"), and the Investors
set forth therein (the "Registration Rights Agreement").
Pursuant to Section 11(j) of the Registration Rights Agreement, the
undersigned hereby agree that the provisions set forth in Section 4 of the
Registration Rights Agreement are hereby waived in connection with the initial
public offering of the Company's Common Stock (the "Initial Public Offering"),
which Initial Public Offering is to be co-managed by Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation and Nationsbanc Xxxxxxxxxx Securities LLC and
that the Registration Rights Agreement is hereby amended to provide that the
rights of the holders of Registrable Stock set forth in Section 4 thereof will
not apply to the Initial Public Offering.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them under the Registration Rights Agreement.
IN WITNESS WHEREOF, this Amendment has been executed as of the 20th day of
January, 1999.
INTRACEL CORPORATION
By:
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Name: Xxxxx X. XxXxxxxx
Title: President
SECURITY INSURANCE COMPANY OF
HARTFORD
By:
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Name: Xxxx X. XxXxxx
Title: Executive Vice President
TD PARTNERS
By:
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Name: Xxxx Aurijemma
Title: Vice President
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XXXXXXX X. XXXXXXX
By:
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Name: Xxxxxxx X. Xxxxxxx
