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Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment")
is
dated as of March 17, 2004 (the "Effective
Date"), by and between ANTIGENICS
INC., a Massachusetts corporation and a
wholly-owned subsidiary of ANTIGENICS
INC., a Delaware corporation, having its
offices at 3 Forbes Road, Lexington, MA
02421 U.S.A. ("SELLER") and PP
MANUFACTURING CORPORATION, a Delaware corporation
that will have offices located on or after
the Closing at 175 Crossing
Boulevard, Framingham, Massachusetts,
01702-5404 ("SUB") and VIRBAC S.A., a
French corporation having its offices at 1
ere Avenue-2065 m L.I.D.-06516 CARROS
FRANCE ("PARENT," and together with SUB,
"BUYER"). Capitalized terms used in
this Amendment and not otherwise defined
herein shall have those meanings
attributed to them in the Agreement (as
defined below).
WITNESSETH
WHEREAS, SELLER and BUYER are parties to that certain Asset
Purchase
Agreement dated December 10, 2003 (the
"Agreement"); and WHEREAS, SELLER and
BUYER desire to amend the Agreement, to
provide for, among other things, the
acknowledgement that the Permits (as
defined therein) relating to USDA Product
Licenses are Non-Transferable Permits.
NOW THEREFORE, in consideration of the foregoing and of the
mutual
covenants set forth below, the parties
hereby agree as follows:
1. The third "WHEREAS" clause
contained in the preamble to the Agreement
is hereby deleted in its entirety and
replaced with the following:
WHEREAS, SELLER desires to sell to SUB, and SUB desires to
purchase
from SELLER, certain equipment and other tangible assets listed
on
Schedule 1.1.1 hereto and utilized (i) in the manufacture of (x)
the
antigen described in Appendix B to this Agreement ("P45") and (y)
a
veterinary grade extract of Quillaja Saponaria bark as more
specifically described on Appendix C to this Agreement ("QA-21
Adjuvant"), and (ii) to fulfill SUB's obligations under the
Supply
Agreement (as defined in Section 1.6.2(j) below);
2.
Schedule 1.1.1 of the Agreement is hereby amended to add the
following
items as Tangible Assets:
HPLC RELATED EQUIPMENT:
Prep-Systems:
Dynamax SD-1 Pumps (pair) A (01157) B (01156)
with 800 ml/min. heads
ProStar Load Pump (200 ml) 141814
Absorbance Detector (UV-1) E30566
Fraction Collector (FC-1) 188098
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COLUMNS:
5 cm Prochrom (w/ Jacket) N/A
11 cm Prochrom 413-10-VE-95
Solvent Ex. Clmn. (5 x 25 cm) N/A
ANALYTIC SYSTEMS:
HP Solvent Delivery System 135941 / 132923
with Pump A and B
Knauer Detector
35633
Pressure Monitor 136214
Gilson Injector 132378
Dilutor 649F2S-808
Control
Box C01146
COMPUTERS:
Dell Opti-Plex System PC ( 84ZHT01) Screen (9172802101
80709670H7K421 H) Mac G-4 HPLC System G-4 (XB0202FUHSE) Disk
Drive (1010118178A) Screen (EW01602555)
MAJOR ITEMS:
Water Bath (VWR) 704406
UPS System 328601014
UPS System 328601024
Explosion Proof Refrigerator 1538 / ANTI0049
3.
Schedule 2.7 of the Agreement is hereby deleted in its entirety
and
replaced with the Schedule 2.7 attached
hereto and incorporated herein.
4.
Section 4 of the Agreement is hereby amended by adding the
following
Section:
4.12. USDA
Product Licenses. SELLER and BUYER acknowledge and agree
that obtaining permits substantially similar to the
Non-Transferable
Permits set forth on Schedule 2.7 of the Agreement identified as
"USDA
Product Licenses" is necessary in order for the parties to
effectuate
the purposes for which they have entered into this Agreement.
Therefore, the parties acknowledge and agree that, in the event
that,
notwithstanding its good faith, best efforts, BUYER is unable to
obtain
such permits within ninety (90) days of the Closing Date (or
such
longer period as may be necessary to obtain the permits in the
event
the submitted applications are delayed at the USDA and remain
under
consideration), and BUYER is not able to legally operate the
Manufacturing Site without such permits, then the parties shall
use
their good faith, best
