Exhibit 4.2
OXiGENE, INC.
Xxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxx, XX 00000
July 8, 1998
American Stock Transfer & Trust Company
0000 00xx Xxxxxx
0xx Xx.
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
Re: Amendment to Warrant Agreement
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Gentlemen:
Reference is made to the Warrant Agreement, dated August 26, 1994 (the
"Agreement"), by and between OXiGENE, Inc., a Delaware corporation (the
"Company") and American Stock Transfer & Trust Company (the "Warrant Agent") in
its capacity as the Company's transfer agent and warrant registrar, as amended
by letter agreement dated September 19, 1994.
Pursuant to Section 10 of the Agreement, the Company hereby solicits your
consent to an amendment of the terms of the Warrants as follows.
On July 8, 1998, the Company and the Warrant Agent amended the Warrant
Agreement to provide that (a) at 5:00 p.m., New York City time on August 26,
1998, with no action required to be taken by the holders of the Warrants, the
Original Expiration Date will be extended (the "Extension") to 5:00 p.m., New
York City time, December 31, 1999 (the "Amended Expiration Date"), (b) each
Warrant shall be exercisable on and after August 26, 1998, and until the Amended
Expiration Date, for 1.07 shares of Common Stock at a price of $14.35 (i.e., the
exercise price currently in effect), subject only to adjustment after that date
in accordance with the anti-dilution provisions set forth in the Warrant
Agreement (which are not being amended) (the "Price Amendment"), and (c) the
Company has the right, but not the obligation, at any time after the Original
Expiration Date, to redeem, at any time or from time to time, any or all of the
Warrants (the "Call" and, together with the Extension and the Price Amendment,
the "Amendments"); provided, however, the Company may exercise the Call only if
(i) the average trading price of the shares of the Company's Common Stock, as
reported by the National Market of the NASDAQ Stock Market, Xxx.XX ("NASDAQ"),
for any period of ten consecutive trading days (not including any days on which
there are no purchases or sales of Common Stock but the NASDAQ is open for
trading) has traded at not less than $16.00 per share, and (ii) the Company has
given not less than 20 days written notice to the Warrantholders indicating the
Company's election to exercise the Call. Following a Call, any Warrants that
were called that remain unexercised at the end of the 20-day notice period will
be redeemed promptly thereafter at a redemption price of $.001 per Warrant,
payable by the Company in cash.
The Warrantholders need take no action in connection with the Amendments to
the Warrant Agreement, which apply to all outstanding Warrants. Warrantholders
need not turn in the certificates evidencing their Warrants that do not reflect
the Amendments (the "Original Warrant Certificates") even after the Original
Expiration Date. However, after the Original Expiration Date, any Warrantholder
has the right, but not the obligation, at the Warrantholder's election, to
surrender Original Warrant Certificates to the Warrant Agent which will
thereupon be replaced with certificates evidencing Warrants containing the
Amendments (the "Revised Warrant Certificates"). In addition, after the Original
Expiration Date, Revised Warrant Certificates will be issued in connection with
(a) any transfer of Warrants evidenced by Original Warrant Certificates or (b) a
partial exercise of Warrants evidenced by Original Warrant Certificates.
Please signify your agreement with the terms hereof by signing and
returning this original to the Company, keeping a duplicate copy for your files.
Yours truly,
OXiGENE, Inc.
By: /s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED TO
this 8th day of July, 1998
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
