Exhibit 2.2b
AMENDMENT
AMENDMENT dated December 23, 1996 ("Amendment") to the Agreement (the
"November Agreement") dated November 21, 1996 by and among VIMRx Pharmaceuticals
Inc., a Delaware corporation ("VIMRx" or the "Company"), The Aries Fund, A
Cayman Island Trust ("Aries I") and The Aries Domestic Fund, L.P. , a Delaware
limited partnership ("Aries II" and, together with Aries I, "The Aries Funds").
R E C I T A L S
WHEREAS, the parties have entered into the November Agreement and are
desirous of effecting an amendment thereto.
NOW, THEREFORE, VIMRx and The Aries Funds hereby agree as follows:
1. Section 1.1 of the November Agreement is hereby amended to
read in full as follows:
1.1 Exchange of Shares. Subject to the terms and conditions of
this Agreement and in reliance upon the representations, warranties
and covenants herein contained, on the date of closing specified in
Section 7.1 (the "Closing Date"), The Aries Funds hereby agree to
assign, transfer and deliver the Innovir Shares to VIMRx or its
designee and, in exchange therefor, VIMRx hereby agrees to issue and
deliver to The Aries Funds, pro rata to their ownership of the Innovir
Shares to be delivered, 3,000,000 shares of VIMRx's Common Stock (the
"VIMRx Shares"), and $3,000,000 by wire transfer to the account(s)
designated by the Aries Funds."
2. Section 1.2 of the November Agreement is hereby deleted in its
entirety.
3. Subsections (a) and (b) of Section 7.2 are hereby amended to
read as follows:
"(a) Stock certificates for the VIMRx Shares registered in the
names of The Aries Funds.
(b) A registration rights agreement providing for (i) VIMRx's
preparation, filing and processing to effectiveness of a Registration
Statement on Form S-3 for the public sale of the VIMRx Shares, which
registration statement shall be filed within 45 days of the Closing
Date, and (ii) cross-indemnification rights with respect thereto."
4. Except as and to the extent amended hereby the November
Agreement shall remain in full force and effect.
5. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to
principles of conflicts of laws.
23
6. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the day and year first above written.
THE ARIES FUND, A CAYMAN ISLAND TRUST
By: its Investment Manager,
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx, M.D.
Xxxxxxx X. Xxxxxxxxx, M.D., President
THE ARIES DOMESTIC FUND, L.P.
By: its General Partner,
PARAMOUNT CAPITAL ASSET
MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx, M.D.
Xxxxxxx X. Xxxxxxxxx, M.D., President
VIMRx PHARMACEUTICALS INC.
By: /s/ Xxxxxxx X. X'Xxxxxxx
Xxxxxxx X. X'Xxxxxxx
Chief Financial Officer
24
