EXHIBIT6
AMENDMENT NO 1. TO RESTATED
AGREEMENT AND PLAN OF ACQUISITION
This Amendment No. 1 to Restated Agreement and Plan of Acquisition (this
"Amendment") is entered into as of January 28, 1999 by and among Peptide
Therapeutics Group plc ("Parent"), Peach Acquisition Corp. ("Merger Sub") and
OraVax, Inc. ("Seller"). Capitalized terms not otherwise defined herein shall
have the meanings given to them in that certain Agreement and Plan of
Acquisition dated as of November 10, 1998 among Parent, Merger Sub and Seller
(as restated, the "Merger Agreement").
WHEREAS, Parent, Merger Sub and Seller have entered into the Merger
Agreement pursuant to which Seller shall be acquired by Parent through a
merger of Merger Sub with and into Seller; and
WHEREAS, Parent, Merger Sub and Seller desire to amend the Merger
Agreement as set forth herein pursuant to Section 9.5 thereto;
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree
as follows:
1. Section 1.6(a)(i) of the Merger Agreement is hereby amended by
replacing "$15,000,000" with "$20,000,000" in the second sentence of that
section.
2. Except as amended hereby, the Merger Agreement shall remain
unchanged and shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective duly authorized representatives as of the date
first above written.
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Finance Director
PEACH ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Treasurer
ORAVAX, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx
President and CEO
