<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
ORAVAX, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
--------------------------------------------------------
(Title of Class of Securities)
68554 R 10 7
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(CUSIP Number)
DR. JOHN BROWN
CHIEF EXECUTIVE
PEPTIDE THERAPEUTICS GROUP PLC
321 CAMBRIDGE SCIENCE PARK, MILTON ROAD
CAMBRIDGE CB4 4WG, ENGLAND
011-44-1223-423-333
with a copy to:
MICHAEL LYTTON, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02110
(617) 573-0100
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 25, 1999
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 68554 R 10 7 13D Page 2 of 8 pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
-- Peptide Therapeutics Group PLC --
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
2,193,537(1)
Number of ------------------------------------
Shares 8. SHARED VOTING POWER
Beneficially
Owned by 0(2)
Each
Reporting ------------------------------------
Person 9. SOLE DISPOSITION POWER
2,193,517(1)
------------------------------------
10. SHARED DISPOSITIVE POWER
------------------------------------
0(2)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,193,537(1)
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/__/
Not Applicable
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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(1) See Items 3 and 4.
(2) See Item 6.
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CUSIP No. 68554 R 107 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON
Orange Acquisition Corp.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2
(d) OR 2 (e) /__/
Not Applicable
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
2,193,537(1)
Number of ------------------------------------
Shares 8. SHARED VOTING POWER
Beneficially
Owned by 0(2)
Each
Reporting ------------------------------------
Person 9. SOLE DISPOSITION POWER
2,193,517(1)
------------------------------------
10. SHARED DISPOSITIVE POWER
------------------------------------
0(2)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,193,537(1)
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/
Not Applicable
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
(1) See Items 3 and 4.
(2) See Item 6.
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CUSIP No. 68554 R 10 7 13D Page 4 of 8 Pages
This Amendment No. 2 amends and supplements the Statement on Schedule 13D
(the "Original Statement") filed by Peptide Therapeutics Group PLC ("Peptide")
and Orange Acquisition Corp. ("Orange Sub" and together with Peptide the
"Purchaser") with the United States Securities and Exchange Commission on
November 20, 1998, as amended and supplemented pursuant to Amendment No. 1 filed
by Peptide and Orange Sub on January 11, 1999. Except as set forth below, there
are no changes to the information set forth in the Original Statement, as
amended. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Original Statement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by replacing the last two paragraphs thereof with the
following paragraphs:
As described in Item 6 below, Peptide entered into the Standstill Agreement
(as defined below) with Pasteur Meriuex Serums et Vaccins S.A. ("PMC"), a
company organized under the laws of the Republic of France, pursuant to which
PMC has agreed not to engage in discussions with or acquire or offer to acquire
OraVax at any time prior to the effective time of the Merger or the termination
of the Standstill Agreement.
OraVax and PMC are parties to joint venture and license agreements
relating to the development of immuno-therapeutic and preventive vaccines. At
the time of entering into the Standstill Agreement, a subsidiary of Peptide
and PMC entered into an Overview Agreement dated January 25, 1999 (the
"Overview Agreement") providing that, upon the effective time of the Merger,
Peptide will cause OraVax to enter into certain modifications to its joint
venture agreement with PMC, certain additional license agreements with PMC
and an agreement to allow PMC at its option to defer an aggregate of $3
million in future milestone payments to OraVax relating to certain license
agreements between PMC and OraVax. In addition, PMC has agreed to make a $3
million equity investment in ordinary shares of Peptide. The modification to
the joint venture agreement would expand the joint venture to the development
of vaccines against hepatitis C ("HEPC"). The additional license agreements
relate to the development of vaccines against Japanese encephalitis ("JE"),
tick borne encephalitis ("TBE") and HEPC based upon OraVax technology. Upon
the effective time of the Merger, the additional license agreements would
grant PMC world wide exclusive rights to the JE and TBE vaccines and a fifty
percent share in world wide exclusive rights to the HEPC vaccines. OraVax
will develop the vaccines through completion of early stage clinical trials.
PMC will address advanced development, manufacturing, sales, marketing and
distribution of the vaccines. The Overview Agreement may be terminated at any
time prior to the effective time of the Merger (1) by mutual written consent
of the parties; (2) upon termination of the Merger Agreement; or (3) by PMC
upon (a) the public announcement of a tender or exchange offer for securities
of OraVax by any person other than PMC, (b) any event that would entitle
Peptide to terminate the Merger Agreement, (c) upon the public announcement
of the submission to OraVax of an Acquisition Proposal (as defined in the
Merger Agreement) by any person other than PMC, or (d) breach of certain
representations and warranties contained in the Overview Agreement. A copy of
the Overview Agreement is filed as Exhibit 5 hereto and incorporated herein
by reference.
On January 28, 1999, Peptide and OraVax entered into Amendment No. 1 to
the Merger Agreement ("Amendment No. 1") to increase the total consideration
of cash and Peptide stock payable to OraVax stockholders from $15 million to
$20 million. The $5 million increase will take the form of additional shares
of Peptide stock issued to OraVax stockholders. The board of directors of
OraVax has approved this increase in the stock consideration and confirmed
its recommendation that the OraVax stockholders approve the Merger Agreement
as amended. A copy of Amendment No. 1 is filed as Exhibit 6 hereto and
incorporated herein by reference.
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CUSIP No. 68554 R 10 7 13D Page 5 of 8 Pages
The foregoing summary of the contents of the Merger Agreement, Amendment
No. 1, the Stock Purchase Agreement, the Standstill Agreement and the
Overview Agreement is qualified in its entirety by reference to the exhibits
hereto.
Except as set forth in this Item 4, the Merger Agreement, Amendment No.
1, the Stock Purchase Agreement, the Stockholder Voting Agreement (as
described below), the Affiliate Letter (as described below), the Standstill
Agreement (as described below) or the Overview Agreement, neither Peptide,
Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the
individuals named in Schedule I hereto, has any plans or proposals that
relate to or that would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended by replacing the last paragraph thereof with the
following paragraphs:
Peptide has entered into a Standstill Agreement dated January 25, 1999 (the
"Standstill Agreement") with PMC in connection with a subsidiary of Peptide and
PMC entering into the Overview Agreement as described in Item 4 above. A copy of
the Standstill Agreement is filed as Exhibit 6 hereto and incorporated herein by
reference.
The Standstill Agreement provides that, prior to the effective time of the
Merger or the termination of the Standstill Agreement, PMC will not directly or
indirectly (1) acquire or make any proposal to acquire any securities of OraVax
(except by way of stock dividends or other distributions or offerings made by
OraVax on a pro rata basis to OraVax stockholders) or seek or propose any
merger, consolidation, business combination, tender or exchange offer or sale or
purchase of all or a substantial portion of the assets of OraVax; (2) make or
participate in any solicitation of proxies to vote, or seek to advise or
influence any person with respect to the voting of, any voting securities of
OraVax; (3) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended) with
respect to any voting securities of OraVax or in connection with any of the
foregoing; (4) have any discussions or enter into any arrangements,
understandings or agreements with, or advise , assist or encourage, any other
persons in connection with any of the foregoing; or (5) announce an intention to
do any of the foregoing, provided that the foregoing shall not restrict PMC from
negotiating with OraVax with regard to a licensing transaction involving certain
OraVax technology or an Acquisition Proposal (as defined in the Merger
Agreement) if OraVax initiates such negotiations with PMC or if OraVax or
Peptide initiates such negotiations with any person other than PMC.
The Standstill Agreement may be terminated at any time prior to the
effective time of the Merger (1) by mutual written consent of the parties; (2)
by PMC or Peptide upon the termination of the Merger Agreement; or (3) by PMC
upon (a) the public announcement of a tender or exchange offer for securities of
OraVax, (b) the occurrence of certain events that would entitle Peptide to
terminate the Merger Agreement ("Termination Events"), (c) the public
announcement of the submission to OraVax of a bona fide Acquisition Proposal by
any person other than PMC, or (d) any modification or amendment of the Merger
Agreement which PMC reasonably determines to be
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 6 of 8 pages
adverse to OraVax stockholders or which extends the July 31, 1999 termination
date of the Merger Agreement. Pursuant to the Standstill Agreement, Peptide
shall promptly inform PMC if it becomes aware of the occurrence of any
Termination Events or the submission of an Acquisition Proposal to OraVax. The
Standstill Agreement shall terminate on October 31, 1999 to the extent it is not
otherwise terminated prior to that date.
The foregoing summary of the contents of the Stockholder Voting Agreement,
the Affiliate Letter and the Standstill Agreement is qualified in its entirety
by reference to the exhibits hereto.
Except as provided in the Merger Agreement, Amendment No. 1, the Stock
Purchase Agreement, the Stockholder Voting Agreement, the Affiliate Letter,
the Standstill Agreement or the Overview Agreement, or as set forth herein,
neither Peptide, Orange Sub or, to the best of Peptide's or Orange Sub's
knowledge, any of the individuals named in Schedule I hereto, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of OraVax, including, but not
limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended by adding the following to the list of exhibits:
Exhibit 5 - Overview Agreement dated January 25, 1999 by and between
Peptide Therapeutics Limited and Pasteur Meriuex Serums et
Vaccins S.A. (Incorporated by reference to Form F-4 to be
filed by Peptide Therapeutics Group plc with the Securities
and Exchange Commission.)
Exhibit 6 - Amendment No. 1 to Restated Agreement and Plan of Acquisition
dated January 28, 1999 by and among Peptide Therapeutics
Group plc, Peach Acquisition Corp. and OraVax, Inc.
Exhibit 7 - Standstill Agreement dated January 25, 1999 by and between
Peptide Therapeutics Group plc and Pasteur Meriuex Serums et
Vaccins S.A.
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CUSIP No. 68554 R 10 7 13D Page 7 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned corporations certifies that the information set forth in
this statement is true, complete and correct.
January 28, 1999
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Gordon Cameron
-----------------------
Gordon Cameron
Finance Director
ORANGE ACQUISITION CORP.
By: /s/ Gordon Cameron
-----------------------
Gordon Cameron
Treasurer
<PAGE>
CUSIP No. 68554 R 10 7 13D Page 8 of 8 pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
1 Form of Stock Purchase Agreement by and among Orange
Acquisition Corp. and certain stockholders of OraVax, Inc.*
2 Agreement and Plan of Acquisition dated as of November 10,
1998 by and among Peptide Therapeutics Group plc, Peach
Acquisition Corp. and OraVax, Inc. (Incorporated by
reference to Exhibit 2.1 to the Form 8-K filed on November
19, 1998 by OraVax, Inc., File No. 0-26034.)
3 Form of Stockholder Voting Agreement by and among Peptide
Therapeutics Group plc and certain stockholders of OraVax,
Inc.*
4 Agreement as to Joint Filing of Schedule 13D.*
5 Overview Agreement dated January 25, 1999 by and between
Peptide Therapeutics Limited and Pasteur Meriuex Serums et
Vaccins S.A. (Incorporated by reference to Form F-4 to be
filed by Peptide Therapeutics Group plc with the Securities
and Exchange Commission.)
6 Amendment No. 1 to Restated Agreement and Plan of
Acquisition dated January 28, 1999 by and among Peptide
Therapeutics Group plc, Peach Acquisition Corp. and
OraVax, Inc.
7 Standstill Agreement dated January 25, 1999 by and between
Peptide Therapeutics Group plc and Pasteur Meriuex Serums et
Vaccins S.A.
</TABLE>
- --------------------
* Previously filed.
<PAGE>
EXHIBIT6
AMENDMENT NO 1. TO RESTATED
AGREEMENT AND PLAN OF ACQUISITION
This Amendment No. 1 to Restated Agreement and Plan of Acquisition (this
"Amendment") is entered into as of January 28, 1999 by and among Peptide
Therapeutics Group plc ("Parent"), Peach Acquisition Corp. ("Merger Sub") and
OraVax, Inc. ("Seller"). Capitalized terms not otherwise defined herein shall
have the meanings given to them in that certain Agreement and Plan of
Acquisition dated as of November 10, 1998 among Parent, Merger Sub and Seller
(as restated, the "Merger Agreement").
WHEREAS, Parent, Merger Sub and Seller have entered into the Merger
Agreement pursuant to which Seller shall be acquired by Parent through a
merger of Merger Sub with and into Seller; and
WHEREAS, Parent, Merger Sub and Seller desire to amend the Merger
Agreement as set forth herein pursuant to Section 9.5 thereto;
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree
as follows:
1. Section 1.6(a)(i) of the Merger Agreement is hereby amended by
replacing "$15,000,000" with "$20,000,000" in the second sentence of that
section.
2. Except as amended hereby, the Merger Agreement shall remain
unchanged and shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective duly authorized representatives as of the date
first above written.
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Gordon Cameron
---------------------------
Gordon Cameron
Finance Director
PEACH ACQUISITION CORP.
By: /s/ Gordon Cameron
---------------------------
Gordon Cameron
Treasurer
ORAVAX, INC.
By: /s/ Lance Gordon
---------------------------
Lance Gordon
President and CEO
<PAGE>
EXHIBIT 7
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement") is entered into as of January
25, 1999 by and between Peptide Therapeutics Group plc, a corporation organized
under the laws of England and Wales ("Peptide"), and Pasteur Merieux Serums &
Vaccins S.A., a societe anonyme existing and organized under the laws of the
Republic of France ("PMC").
WHEREAS, Peptide, Peach Acquisition Corp. and OraVax, Inc. ("OraVax") have
entered into an Agreement and Plan of Acquisition, dated November 10, 1998 (the
"Merger Agreement"), whereby OraVax is to be acquired by Peptide by way of a
merger (the "Merger") of OraVax with and into Peach Acquisition Corp.;
WHEREAS, simultaneously with the execution of this Agreement, Peptide and
PMC have entered into an agreement (the "Overview Agreement") whereby Peptide
has agreed, to, among other things, cause OraVax, upon the effective time of the
Merger (the "Effective Time"), to enter into certain agreements providing for
the licensing to PMC of specific OraVax technology;
WHEREAS, in connection with the execution of the Overview Agreement, the
parties hereto wish to provide herein, among other things, for certain
agreements regarding PMC's ability to take certain actions with respect to
OraVax pending the Effective Time;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth
and for other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
PMC STANDSTILL
1.1 PMC agrees that, prior to the earlier of the Effective Time and the
date of the termination of this Agreement pursuant to Article II below, PMC
shall not, and shall cause each of its affiliates (as defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) not to, directly or indirectly:
(a) acquire or make any proposal to acquire any securities of OraVax
(except by way of stock dividends or other distributions or offerings made
by OraVax on a pro rata basis to its security holders) or seek or propose
any merger, consolidation, business combination, tender or exchange offer
or sale or purchase of all or a substantial portion of the assets of
OraVax, it being understood that nothing in this Section 1.1 shall restrict
the ability of PMC and its affiliates as it relates to enforcement of PMC's
rights arising under that certain loan and security arrangement dated
November 2, 1998 between PMC and OraVax JVM, Inc.;
1
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(b) make, or in any way participate in, any "solicitation" of
"proxies" (as such terms are used in the proxy rules of the Securities and
Exchange Commission) to vote, or seek to advise or influence any person
with respect to the voting of, any voting securities of OraVax;
(c) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting
securities of OraVax or in connection with any of the foregoing;
(d) have any discussions or enter into any arrangements,
understandings or agreements with, or advise, assist or encourage, any
other persons in connection with any of the foregoing; or
(e) announce an intention to do any of the foregoing.
1.2 The parties agree that the foregoing shall not restrict PMC from
entering into negotiations with OraVax regarding (i) a licensing transaction
with respect to any of the Proprietary Rights which are the subject of any of
Annexes A - C to the Overview Agreement, or (ii) an Acquisition Proposal, if in
either case, OraVax initiates negotiations with PMC or PMC knows or becomes
aware that OraVax or Peptide (or any of their respective officers, members of
the board of directors, or any person acting at the direction of, or to the
knowledge of any of the foregoing) initiates negotiations with a third party
with respect to any of the foregoing.
ARTICLE II
TERMINATION
2.1 This Agreement may be terminated at any time prior to the Effective
Time:
(a) By mutual written consent of the parties hereto;
(b) By PMC or Peptide, by written notice to the other, upon the
termination of the Merger Agreement (provided that, with respect to PMC's
termination right hereunder, the termination of the Merger Agreement does
not result from the breach by PMC of Article I of this Agreement); or
(c) By PMC, by written notice to Peptide (provided that with respect
to PMC's termination right hereunder the occurrence of the events under
clauses (i), (ii), (iii), or (iv) hereunder, as applicable in the
particular instance, giving rise to the termination right, does not result
from the breach by PMC of Article I of this Agreement):
(i) upon the public announcement of the commencement of, or an
intention to commence or make, a tender offer or exchange offer
2
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by any person other than PMC or an affiliate of PMC for
securities of OraVax;
(ii) upon the occurrence of any event that would entitle Peptide to
terminate the Merger Agreement under any of Section 9.1(c)(ii)
[board recommendation or improper response to Acquisition
Proposal], Section 9.1(d)(i) - (iv) [outside date, injunction,
shareholder rejection], or Section 9.1(c)(i) [breach] if the
circumstances permitting such termination relate to a breach of
Section 5.1(a)(iv) [preservation of intellectual property rights]
or Section 5.2(b)(ii) [disposition of material assets], if in
either case the assets at issue are Proprietary Rights which are
the subject of Annexes A - C to the Overview Agreement or Section
5.10 [no solicitation], (provided that such right to terminate
the Merger Agreement does not result from the breach by PMC of
Article I of this Agreement), irrespective of any waivers or
extensions of time to perform that may be given by Peptide to
OraVax under the Merger Agreement and irrespective of any breach
by Peptide of any representations, warranties, covenants or other
agreements contained in the Merger Agreement;
(iii) upon the public announcement of, or PMC otherwise becoming
aware of, the submission to OraVax by any person other than
PMC or an affiliate of PMC of a bona fide Acquisition
Proposal (as defined in the Merger Agreement), which in the
reasonable judgment of PMC is capable of being financed and
consummated by the person making the Acquisition Proposal;
or
(iv) upon the modification, amendment or waiver of any term or
condition of the Merger Agreement (x) which is reasonably
determined by PMC to be adverse to the stockholders of
OraVax (it being understood that a reduction in the amount
per share or nature or method of payment of consideration to
the common stockholders of OraVax shall be deemed to be
adverse) or (y) which extends the July 31, 1999 outside
termination date under the Merger Agreement.
2.2 Peptide shall promptly notify PMC if it becomes aware that there has
occurred any event referenced in Sections 2.1(c)(ii) above or of the submission
of an Acquisition Proposal referenced in Section 2.1(c)(iii) above.
2.3 No termination of this Agreement shall relieve any party from
liability by reason of any breach by such party of any of its covenants or
representations contained herein occurring prior to the termination of this
Agreement.
3
<PAGE>
ARTICLE III
REPRESENTATIONS
3.1 Each of the parties hereto represents and warrants with respect to
itself that such party is duly authorized to execute, deliver and perform this
Agreement, that this Agreement has been duly executed and delivered by such
party and that this Agreement is a valid and binding agreement of such party,
enforceable against such party in accordance with its terms.
ARTICLE IV
MISCELLANEOUS
4.1 All notices and other communications required or permitted hereunder
shall be in writing and shall be deemed given when so delivered in person, one
business day after delivery to an overnight courier, upon facsimile transmission
(with receipt confirmed by telephone or by automatic transmission report) or two
business days after being sent by registered or certified mail (postage prepaid,
return receipt requested), as follows:
(a) If to Peptide, to:
Peptide Therapeutics Group plc
321 Cambridge Science Park
Milton Road
Cambridge CB4 4WG
England
Attn: Chief Executive
Telephone: 01223 423333
Facsimile: 01223 423341
with a copy to:
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
Attn: Michael Lytton, Esq.
Telephone: (617) 573-0100
Facsimile: (617) 227-4420
(b) If to PMC, to:
Pasteur Merieux Serums & Vaccins S.A.
58, avenue Leclerc
69007 Lyon, France
Attn: Senior Vice President, Corporate and Legal Affairs,
and General Counsel
Telephone: 011 33 4 37 37 77 84
Facsimile: 011 33 4 37 37 70 61
4
<PAGE>
with a copy to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
Attn: L. Kevin O'Mara, Jr.
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Any party may by notice given in accordance with this Section 4.1 to the other
party designate another address or person for receipt of notices hereunder.
4.2 This Agreement shall be construed in accordance with and governed by
the internal laws of the State of Delaware. Each party hereby irrevocably
submits to the non-exclusive jurisdiction of any state or federal court in the
State of Delaware or the State of New York with respect to any suit, action,
proceeding or judgment relating to or arising out of this Agreement. PMC agrees
that money damages would not be sufficient remedy for Peptide for any breach of
this Agreement by PMC, and that in addition to all other remedies Peptide may
have, Peptide shall be entitled to specific performance and to injunctive or
other equitable relief as a remedy for any such breach. PMC agrees not to oppose
the granting of such relief in the event a court determines that such breach has
occurred, and agrees to waive any requirement for the securing or posting of any
bond in connection with such remedy.
4.3 This Agreement may be amended, modified or supplemented only by
written agreement of the parties hereto.
4.4 This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Agreement is not assignable without the prior
written consent of the other party hereto.
4.5 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4.6 This Agreement contains the entire agreement between the parties in
respect of the subject matter contained herein, and supersedes all prior
agreements, written or oral, with respect thereto.
4.7 If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
5
<PAGE>
4.8 Notwithstanding anything to the contrary contained herein, the
Agreement and the obligation of the parties hereunder shall terminate on October
31, 1999 to the extent this Agreement has not been otherwise terminated prior to
that date.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
PEPTIDE THERAPEUTICS GROUP PLC
By: /s/ Nicolas Higgins
---------------------
Name: Nicolas Higgins
Title: Commercial Director
PASTEUR MERIEUX SERUMS & VACCINS S.A.
By: /s/ Paul Kirkconnell
----------------------
Name: Paul Kirkconnell
Title: Corporate Vice President
