EXHIBIT 2.2
BINARY THERAPEUTICS, INC.
000 XXXXXXXXX XXXXX
XXXXXXXX, XX 00000
February 27, 1997
BY FACSIMILE
H. Xxxxxxxx Xxxx H. Xxxxxxxx Xxxx
President and Chief Executive Officer President and Chief Executive Officer
Xytronyx, Inc. XYX Acquisition Corp.
0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000 6555 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
Re: AGREEMENT AND PLAN OF MERGER
Dear Xxxxxxxx:
Binary Therapeutics, Inc. ("BTI"), for good and valuable consideration
and as heretofore authorized by its Board of Directors, irrevocably consents and
agrees, effective as of the date hereof, to the following amendments,
supplements and modifications to the Agreement and Plan of Merger entered into
June 4, 1996, by and among Xytronyx, Inc., XYX Acquisition Corp. and BTI (the
"Plan of Merger") (capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Plan of Merger):
1. Section 9.2 of the Plan of Merger is modified and amended by
adding at the end thereof the following words "; provided, however, that
the obligation of XYX to lend any amount pursuant to this Section 9.2 shall
be suspended for the 120-day period commencing February 24, 1997 (the
"Review Period"); and provided, further, that if the Plan of Merger is
terminated for any reason before the expiration of the Review Period, XYX
will not be obligated to make any loan pursuant to this Section 9.2."
2. Section 10.1(H) of the Plan of Merger is modified and amended by
deleting the words "April 30, 1997," and substituting in lieu thereof the
words "a period of ten business days after the completion of a clinical
study on a set of patients where doses of 1.5 mg/kg of Boronated Porphyrin
Compound (XXXX)
H. Xxxxxxxx Xxxx Page 2
February 27, 1997
does not depress the platelet count of such patients by more than one-third
in the aggregate, unless" .
Very truly yours,
BINARY THERAPEUTICS, INC.
/s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
The foregoing is acknowledged and agreed to:
XYTRONYX, INC.
/s/ H. Xxxxxxxx Xxxx
--------------------
H. Xxxxxxxx Xxxx
President and Chief Executive Officer
XYX ACQUISITION CORP.
/s/ H. Xxxxxxxx Xxxx
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H. Xxxxxxxx Xxxx
President and Chief Executive Officer
