Exhibit 1
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AMENDMENT TO STOCK PURCHASE AGREEMENT
AGREEMENT, dated March 27, 1997, among Xechem International, Inc., a
Delaware corporation (the "Company"); Xxxxx Xxxxx (the "Purchaser"); The Xxxxxx
X. Xxxxx Trust (the "Trust"); Xxxxxx X. Xxxxxx ("Pandey"); and the Xxxxxxx X.
Xxxxxxxxx 12/18/80 Trust and the Xxxxxxxx X. Xxxxxxxxx 12/18/80 Trust (the
"Assignees").
WHEREAS, the Company, the Purchaser, and Pandey are the original
parties to a Stock Purchase Agreement, dated November 18, 1996 (the "Purchase
Agreement"; terms used and not defined herein have the meaning as defined in the
Purchase Agreement), and the Trust has subsequently become party to the Purchase
Agreement; and
WHEREAS, the Purchase Agreement provides for the purchase of certain
shares of convertible preferred stock of the Company or, if certain events have
occurred, the underlying shares of Common Stock; and
WHEREAS, such events have occurred, and accordingly the Purchase
Agreement now relates to the purchase and sale of shares of Common Stock; and
WHEREAS, on the date hereof, the Purchaser is assigning to the
Assignees the right to purchase certain of such shares; and
WHEREAS, the parties hereto desire to amend certain provisions of the
Purchase Agreement to modify the closing schedule;
NOW, THEREFORE, it is hereby agreed as follows:
I. The Purchase Agreement provides for the Purchaser to purchase the
Fifth Shares, which consist of 35,000,000 shares of Common Stock, on or before
February 17, 1997. The parties hereby agree that the Assignees shall purchase
10,000,000 of the Fifth Shares on the date hereof, and the closing of the
purchase of the remaining 25,000,000 Fifth Shares shall take place on or before
April 30, 1997, subject to the provisions of the Purchase Agreement (including,
without limitation, Sections 9.1 and 9.2 thereof).
2. The provisions of this Amendment shall be binding upon and inure to
the benefit of the parties hereto and the respective successors and assigns of
the corporate parties hereto and the respective assigns, heirs, and personal
representatives of the individual parties hereto.
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3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to conflict of
laws.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.
XECHEM INTERNATIONAL, INC.
By /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, President
/S/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
/S/ XXXXX XXXXX
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Xxxxx Xxxxx
THE XXXXXX X. XXXXX TRUST
By /S/ XXXXXXXXX XXXXX
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Xxxxxxxxx Xxxxx, Trustee
XXXXXXX X. XXXXXXXXX 12/18/80
TRUST
By /S/ XXXXXXX X. XXXXXXXXX
---------------------------------
XXXXXXXX X. XXXXXXXXX 12/18/80
TRUST
By /S/ XXXXXXX X. XXXXXXXXX
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