FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.2
FIRST
AMENDMENT
TO
THIS
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is dated as of
August 19, 2005, by and among VioQuest Pharmaceuticals, Inc., a Minnesota
corporation (“Parent”), Greenwich Therapeutics, Inc., a Delaware corporation
(“Greenwich”), and VQ Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Parent (“VQ Merger Sub”).
W
I T N E S S E T H
WHEREAS,
on July 1, 2005, the parties hereto executed that certain Agreement and Plan
of
Merger (the “Merger Agreement”) pursuant to which VQ Merger Sub would merge with
and into Greenwich and all of the outstanding shares of Greenwich would be
exchanged for shares of Parent;
WHEREAS,
Section 7.1(b) of the Merger Agreement provides that either party may terminate
the Merger Agreement in the event that the Merger shall not have been
consummated by August 31, 2005, which date is defined in the Merger Agreement
as
the “Outside Date;” and
WHEREAS,
the parties hereto wish to amend the Merger Agreement in order to provide
that
the Outside Date shall be extended until October 31, 2005.
NOW,
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment
of Definition of “Outside Date.”
Notwithstanding anything to the contrary contained in the Merger Agreement,
the
term “Outside Date” as used in the Merger Agreement (as hereby amended) shall
mean October 31, 2005.
2. Counterpart
Execution.
This
Amendment may be executed by the parties hereto in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute
one
and the same instrument.
3. Ratification
of Merger Agreement.
Except
as expressly modified or amended by the provisions of Section 1 hereof, all
other terms and conditions of the Merger Agreement, including all exhibits
and
schedules thereto, shall remain in full force and effect.
[Signature
Page Follows.]
IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be
executed on the date first written above by their respective
officers.
| VIOQUEST PHARMACEUTICALS, INC. | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
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Xxxxxx X. Xxxxxxxxx |
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| President and Chief Executive Officer | ||
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| GREENWICH THERAPEUTICS, INC. | ||
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| By: | /s/ J. Xxx Xxxxxx | |
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J. Xxx Xxxxxx |
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| President | ||
| VQ ACQUISITION CORP. | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
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Xxxxxx X. Xxxxxxxxx |
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| President | ||
