Amendment to Merger Agreement and Plan of Reorganization between Immune Pharmaceuticals Ltd., EpiCept Corporation, and EpiCept Israel Ltd.
This amendment updates the Merger Agreement and Plan of Reorganization originally signed on November 7, 2012, between Immune Pharmaceuticals Ltd., EpiCept Corporation, and EpiCept Israel Ltd. The main change allows either Immune or EpiCept to conduct a private placement of funds, rather than limiting this ability to only one party. All other terms of the original merger agreement remain unchanged. The amendment is effective as of November 27, 2012.
Exhibit 10.74
AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION
This Amendment to Merger Agreement and Plan of Reorganization (the Amendment), is made as of the 27 day of November, 2012 (the Effective Date), by and between Immune Pharmaceuticals Ltd. (Immune) EpiCept Corporation and Epicept Israel Ltd., an Israeli company in incorporation (together, Epicept). Immune and Epicept shall hereinafter sometimes be referred to collectively as the Parties.
WHEREAS, The Parties have entered into a Merger Agreement and Plan of Reorganization dated November 7, 2012 (the Merger Agreement); and
WHEREAS, Immune is asking to raise funds in the interim; and
WHEREAS, The Parties desire to amend the Merger Agreement, as further set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:
1. The definition of the term Private Placement as defined in the Merger Agreement shall be amended by replacing the words by the Parent with the words by either Parent or Company.
2. Unless amended hereby, all provisions of the Merger Agreement shall remain in full force and effect.
3. Capitalized terms not otherwise defined herein shall bear the meanings ascribed to them in the Merger Agreement.
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
| EPICEPT CORPORATION | ||
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| By: |
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| Name: | Robert W. Cook |
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| Title: | President |
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| EPICEPT ISRAEL LTD., in formation | ||
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| BY: EPICEPT CORPORATION | ||
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| By: |
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| Name: | Robert W. Cook |
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| Title: | President |
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| IMMUNE PHARMACEUTICALS LTD. | ||
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| By: |
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| Name: | Dr. Daniel Gedeon Teper |
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| Title: | Chief Executive Officer |