Exhibit 10.83
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Asset Purchase Agreement is made between Seragen,
Inc., a Delaware corporation having a usual place of business at 00 Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Seller"), and Trustees of Boston
University, a Massachusetts not-for-profit corporation having a usual place of
business at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the "Buyer"), as
of May 16, 1997, for the purpose of amending that certain Asset Purchase
Agreement, dated as of February 14, 1997 (the "Asset Purchase Agreement"),
between the Seller and the Buyer.
THE PARTIES AGREE AS FOLLOWS:
1. Section 1.05 of the Asset Purchase Agreement is amended by
deleting therefrom the date "June 2, 1997" and replacing it with "August 29,
1997".
2. Clause (iii) of the second sentence of Section 1.08 of the Asset
Purchasing Agreement is amended to read in its entirety as follows:
(iii) the failure of both (A) a majority of the shares of capital
stock of the Seller issued and outstanding and entitled to vote on
the matter and (B) a majority of the shares of capital stock of the
Seller issued and outstanding, entitled to vote on the matter, and
held by, and the voting of which is controlled by, persons other than
(1) Boston University, (2) persons affiliated with Boston University,
and (3) persons otherwise interested in the relevant transactions
than in their capacity as shareholders of the Seller, to approve the
transactions contemplated by this Agreement; or
3. Section 7.03 of the Asset Purchase Agreement in amended to read
in its entirety as follows:
SECTION 7.03 Stockholder Approval. The Seller shall have
received the approval of the transactions contemplated hereby by both
(a) a majority of the shares of capital stock of the Seller issued
and outstanding and entitled to vote on the matter and (b) a majority of
the shares of capital stock of the Seller issued and outstanding,
entitled to vote on the matter, and held by, and the voting of which
is controlled by, persons other than (i) Boston University, (ii)
persons affiliated with Boston University, and (iii) persons otherwise
interested in the relevant transactions other than in their capacity
as shareholders of the Seller.
4. As between the parties hereto, this amendment shall be deemed for
all purposes to be and have become effective as of February 14, 1997.
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5. Except as modified by this Amendment No. 1, the Asset Purchase
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Buyer and Seller have executed this Amendment
No. 1 as of the date first set forth above.
SERAGEN, INC.
By:/s/ Reed R. Prior
_________________
Reed R. Prior, Chairman,
Chief Executive Officer and
Treasurer
TRUSTEES OF BOSTON UNIVERSITY
By:/s/ Xxxxxxx X. Xxxxxx
_____________________
Xxxxxxx X. Xxxxxx, Treasurer
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