AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Supplements and Amendments Section
of the Rights Agreement between State Street Bank and Trust Company (the
"Rights Agent") and Avant Immunotherapeutics, Inc. ("AVANT
IMMUNOTHERAPEUTICS") dated November 10, 1994 (the "Agreement"), the Rights
Agent and Avant Immunotherapeutics desire to amend the Agreement to appoint
EquiServe Trust Company, N.A.
2. EFFECTIVENESS. This Amendment shall be effective as of December 17, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the
Common Shares or Preferred shares by registered or certified mail and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares or Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated rights Agent or by the holder
of a Right Certificate (who shall, with such notice, submit such holder's
Right Certificate for inspection by the company), then the registered
holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be
a corporation or trust company organized and doing business under the laws
of the United States, in good standing, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has
individually or combined with an affiliate at the time of its appointment
as Rights Agent a combined capital and surplus of at least $100 million
dollars. After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any
such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares or
Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or
the appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 17th day of December, 2001.
AVANT IMMUNOTHERAPEUTICS, INC STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
Title: Senior Vice President Title: Managing Director,
and CFO Client Administration
EQUISERVE TRUST COMPANY, N.A.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
Title: Managing Director,
Client Administration