EXHIBIT 10.01
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), is
made
and entered into as of the 14th day of December, 2007, by and among
DARA
BioSciences, Inc., a Delaware corporation ("DARA"), Point
Therapeutics, Inc., a
Delaware corporation ("Point"), and DP Acquisition Corp., a
Delaware corporation
and a direct wholly-owned subsidiary of Point ("Merger Sub").
RECITALS:
A.
DARA,
Point and Merger Sub entered into an Agreement and Plan of
Merger dated as of October 9, 2007 (the "Merger Agreement");
and
B.
The
parties desire to amend the Merger Agreement to reflect the
modification of certain provisions in the Merger Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants
herein contained and intending to be legally bound hereby, the
parties agree as
follows:
1.
Amendments to Merger Agreement. The Merger Agreement is hereby
amended
as follows:
a. Section 7.3(c) is amended to read in its entirety as
follows:
(c) DARA shall, as promptly as practicable after the
Registration Statement is declared effective under the
Securities
Act, duly call, give notice of, convene and hold a meeting of
its
stockholders (the "DARA Stockholders Meeting") in accordance
with
Delaware Law and its certificate of incorporation and bylaws for
the
purpose of obtaining the DARA Stockholder Approval and shall,
through its Board of Directors, recommend to its stockholders,
and
use reasonable efforts to solicit from its stockholders proxies
in
favor of, the adoption and approval of this Agreement, the
Merger
and the other transactions contemplated hereby.
b. Section
8.1(a) is amended to dele
