EXHIBIT 2.4
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
This Amendment No.
1 to Agreement and Plan of Merger (this “ Amendment
”) is made as of August 8, 2007, by and among Genzyme
Corporation, a Massachusetts corporation (“ Parent
”), Wichita Bio Corporation, a Delaware corporation and a
wholly owned subsidiary of Genzyme (“ Sub ”),
and Bioenvision, Inc., a Delaware corporation (the “
Company ”).
WHEREAS, the
parties have entered into that certain Agreement and Plan of Merger
dated as of May 29, 2007 (the “ Merger Agreement
”), which provides that Sub be merged with and into the
Company on the terms and subject to the conditions set forth in the
Merger Agreement; and
WHEREAS, the
parties wish to amend the terms of the Merger Agreement;
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1.
In the first sentence of Section 2.4 of the Merger Agreement, the
phrase “Acceptance Date” is hereby deleted in its
entirety and replaced with the phrase “Effective
Time.”
2.
In the second sentence of Section 5.3 of the Merger Agreement, the
phrase “scheduled expiration date” is hereby deleted in
its entirety and replaced with the phrase “date scheduled for
the Special Meeting.”
3. &
