Second Amendment to Rights Agreement between Targeted Genetics Corporation and Mellon Investor Services LLC

Contract Categories: Business Finance › Registration Rights Agreements
Summary

Targeted Genetics Corporation and Mellon Investor Services LLC have amended their existing Rights Agreement. The amendment clarifies that Biogen, Inc. and its affiliates will not be considered an "Acquiring Person" under the agreement unless they own 20% or more of the company's outstanding common stock. All other terms of the original Rights Agreement remain unchanged. Both parties confirm they have the authority to make this amendment, which is effective as of September 25, 2002.

Read More Arrow
EX-10.1 3 dex101.htm AMENDED RIGHTS AGREEMENT Amended Rights Agreement
EXHIBIT 10.1
 
TARGETED GENETICS CORPORATION
SECOND AMENDMENT TO RIGHTS AGREEMENT
 
This Second Amendment to Rights Agreement (this “Amendment”) is made as of September 25, 2002 by and between Targeted Genetics Corporation, a Washington corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, formerly known as ChaseMellon Shareholder Services L.L.C., as rights agent (the “Rights Agent”).
 
RECITALS
 
WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement dated as of October 16, 1996, as amended by the First Amendment of Rights Agreement dated as of July 21, 1999 (the “Rights Agreement”). Any capitalized terms not specifically defined in this Amendment shall have the meanings given those terms in the Rights Agreement.
 
WHEREAS, the Company wishes to amend the Rights Agreement as provided herein.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 
1.    Section 1 of the Rights Agreement is hereby amended to insert the following sentence at the end of the definition of “Acquiring Person” under the Rights Agreement:
 
“In addition, neither Biogen, Inc. (“Biogen”) nor any Affiliate or Associate of Biogen shall be included in the definition of “Acquiring Person” for any purpose of this Agreement unless and until Biogen, either alone or together with all Affiliates and Associates of Biogen, becomes the Beneficial Owner of 20% or more of the Common Stock then outstanding.”
 
2.    Each party represents and warrants to the other party that it has full power and authority to execute and deliver this Amendment and to perform the transactions contemplated hereunder.
 
3.    The terms and provisions of the Rights Agreement, as amended hereby, shall remain in full force and effect. All references to the “Rights Agreement” contained therein shall mean the Rights Agreement, as amended by this Amendment.
 
4.    This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement.
 
[Signature Page Follows]

 
IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed as of the date first written above.
 
TARGETED GENETICS CORPORATION
 
By:
  
/s/    Todd E. Simpson        
Name:
Title:
  
Todd E. Simpson
Vice President, Chief Financial Officer and Secretary
 
 
 
MELLON INVESTOR SERVICES LLC
 
By:
  
/s/    Thomas L. Cooper        
Name:
Title:
  
Thomas L. Cooper
Assistant Vice President
2