AMENDMENT OF BIOCRYST RIGHTS AGREEMENT
Exhibit 4.2
AMENDMENT OF BIOCRYST
1. Clause (2) of the definition of “Acquiring Person” in the Company’s Rights Agreement dated June
17, 2002 (the “Rights Agreement”), is hereby amended to read in full as follows:
“(2) Xxxxxxx X. Xxxxxxxxxxxxx (the “Permitted Investor”) or any of his Affiliates or
Associates (collectively with the Permitted Investor, the “Investor Group”) to the
extent that the members of the Investor Group shall become the Beneficial Owner of,
in the aggregate, up to, but not exceeding, 19.9% of the shares of Common Stock of
the Company then outstanding, or (3) Xxxxx Bros. Advisors, LLC (the “Xxxxx Permitted
Investor”) or any of its Affiliates or Associates, or any entities managed by Xxxxx
Bros. Advisors, LLC, including, but not limited to, Xxxxx Bros. Investments, L.P.,
Xxxxx Bros. Investments II, L.P., Xxxxx/Xxxxx Investments, L.P., Xxxxx Biotech Fund
I, L.P., 14159, L.P. and Xxxxx Brothers Life Sciences, L.P. (collectively with the
Xxxxx Permitted Investor, the “Xxxxx Investor Group”) to the extent that the members
of the Xxxxx Investor Group shall become the Beneficial Owner of, in the aggregate,
up to, but not exceeding, 25.0% of the shares of Common Stock of the Company then
outstanding.”
2. In the two places where the following parenthetical appears in clause (i) of the
definition of “Acquiring Person” in the Rights Agreement:
“(or, in the case of the Investor Group, more than 19.9% of the shares of Common
Stock of the Company then outstanding)”
it shall be amended to read in full as follows:
“(or, in the case of the Investor Group or the Xxxxx Investor Group, respectively,
more than 19.9% or 25%, respectively, of the shares of Common Stock of the Company
then outstanding)”.
3. References to the “Rights Agreement between BioCryst Pharmaceuticals, Inc. and American
Stock Transfer & Trust Company, dated as of June 14, 2002” shall be amended to refer to the
“Rights Agreement between BioCryst Pharmaceuticals, Inc. and American Stock Transfer &
Trust Company, dated as of June 14, 2002, as amended to date.”
