Aphton (apht) Message Board

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Biotech / Medical : Aphton (apht)

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To: tuck who wrote (93)	12/20/2004 4:41:01 PM
From: zeta1961	of 95

Tuck, found this on the YMB..this makes me uncomfortable..I'm staying away..this co. is not a straight talker..imho.. Zeta >>The Company will be required to pay to Igeneon a termination fee in the amount of $3.0 million if (1) Igeneon terminates the Stock Purchase Agreement due to the Company’s Breach, (2) the Company has failed to hold the stockholders meeting by March 31, 2005, or May 31, 2005 if applicable, or (3) the stockholders do not approve the issuance of the Purchase Shares and the Amendment and there is a Positive Market Adjustment (as defined in the Stock Purchase Agreement).<< From the Stock Purchase Agreement: >>“Positive Market Adjustment” will be deemed to occur if (A) the PC4 Effect less (B) the Market Change exceeds 20%.<< PC4 is the pivotal trial that holds some interest here for most everyone but the race baiters, vinmantoo and turkey too. >>(b) If this Agreement is terminated: (i) pursuant to Sections 9.3(a)(v) and a Positive Market Adjustment has occurred or by the Company pursuant to Sections 9.3(a)(iv) or 9.3(a)(vi), then Buyer shall pay promptly to the Company a termination fee in the amount of US$3.0 million; or (ii) by Buyer pursuant to Section 9.3(a)(iii), then the Company shall pay promptly to Buyer, a termination fee in the amount of US$1.5 million.<< Lots more about "Positive Market Adjustment" but I don't see a "Negative Market Adjustment." It sure looks to me like Aphton is looking towards renegotiation of the terms of the deal if the pivotal trial is successful and the price of APHT stock jumps more than 20%. Just my own speculation. There seems to be no such proviso to protect Igeneon in case of failure. The dates contemplated for closing the deal certainly look to be post-release of the preliminary pivotal trial results.

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