FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated August 9, 1998 ("Amendment") to the Rights
Agreement ("Agreement"), dated as of November 23, 1994, is between Molecular
Dynamics, Inc., a Delaware corporation (the "Company"), and Xxxxxx Trust and
Savings Bank (the "Rights Agent).
Pursuant to Section 27 of the Agreement, the Continuing Directors (as
defined in the Agreement) have determined on August 9, 1998 that it is in the
best interest of the Company to amend the Company's Rights Agreement as set
forth below and the Amendment is being executed by the Company and the Rights
Agent for the purpose of amending the Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end
of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of Amersham Pharmacia Biotech Ltd. ("Parent"), APB
Acquisition Corp. ("Sub"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person pursuant to this
Agreement solely by virtue of the execution of the Agreement and Plan of
Merger of even date herewith among Parent, Sub and the Company (the
"Merger Agreement"), commencement and consummation of the Offer (as
defined in the Merger Agreement), the acquisition of Shares (as defined
in the Merger Agreement) by Sub pursuant to the Offer or the consummation
of the Merger (as defined in the Merger Agreement)."
2. Section 1(1) shall be amended by inserting the following at the end
of Section 1(1):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Distribution Date shall not occur solely by
reason of the Offer, the execution of the Merger Agreement, the
acquisition of the Shares by Sub pursuant to the Offer or the
consummation of the Merger."
3. Section 1(cc) shall be amended by inserting the following at the end
of Section 1(cc):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the Offer, the execution of the Merger Agreement, the
acquisition of the Shares by Sub pursuant to the Offer or the
consummation of the Merger."
4. Clause (i) of Section 7(a) shall be amended and restated in its
entirety to read as follows:
"(i) the earlier of (A) immediately prior to the Effective Time
(as defined in the Merger Agreement) or (B) the close of business on
December 2, 2004 (the "Final Expiration Date")"
5. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made
and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
7. As amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Rights Agreement as of the date first written above.
MOLECULAR DYNAMICS, INC.
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: President and Chief Executive Officer
Attest: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK,
AS RIGHTS AGENT
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Officer
