Exhibit 4.2




 




AGREEMENT OF SUBSTITUTION AND AMENDMENT


OF


SHAREHOLDER RIGHTS AGREEMENT




 




This AGREEMENT OF SUBSTITUTION AND AMENDMENT

(this “Agreement”) is entered into as of November 5, 2002 (the “Effective

Date”), by and between Anika Therapeutics, Inc., a Massachusetts corporation

(the “Company”) and American Stock Transfer and Trust Company, a New York

banking corporation (“AST”).  All

capitalized terms used herein and not defined shall have the meanings given

such terms in the Rights Agreement (as defined below).




 




RECITALS




 




A.                                   On

April 6, 1998, the Company entered into that certain Shareholder Rights

Agreement (the “Rights Agreement”) with Firstar Trust Company, a Wisconsin

banking corporation (the “Predecessor Rights Agent”), as Rights Agent.




 




B.                                     Section

27 of the Rights Agreement provides that prior to the occurrence of a Section

11(a)(ii) Event, the Company and the Rights Agent shall, if directed by the

Board of Directors of the Company, supplement or amend any provision of the

Rights Agreement without the approval of the holders of certificates

representing shares of Common Stock of the Company.




 




C.                                     No

Section 11(a)(ii) Event has occurred to date.




 




D.                                    The

Board of Directors of the Company has directed the Predecessor Rights Agent to

make certain amendments to the Rights Agreement (the “Amendments”).




 




E.                                      The

Board of Directors of the Company also has determined to remove the Predecessor

Rights Agent and substitute AST as Rights Agent pursuant to Section 21 of the

Rights Agreement.




 




F.                                      The

Company has given the Predecessor Rights Agent notice of removal of the

Predecessor Rights Agent as Rights Agent.




 




G.                                     This

Agreement serves to effect the Amendments, the removal of the Predecessor

Rights Agent and the substitution of AST as the new Rights Agent under the Rights

Agreement




 




AGREEMENT




 




NOW THEREFORE, in

consideration of the foregoing premises and for other good and valuable

consideration, the sufficiency of which is hereby acknowledged, the parties

hereto agree as follows:




 




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1.             Section 21 of the Rights Agreement is hereby amended and

restated in its entirety to read as follows:




 




“The Rights

Agent or any successor Rights Agent may resign and be discharged from its

duties under this Agreement upon thirty (30) days’ notice in writing mailed to

the Company by first class mail.  The

Company may remove the Rights Agent or any successor Rights Agent (with or

without cause), effective immediately or on a specified date, by written notice

given to the Rights Agent or successor Rights Agent, as the case may be, and to

each transfer agent of the Common Stock of the Company and Preferred Stock, and

by giving notice to the holders of the Right Certificates by any means

reasonably determined by the Company to inform such holders of such removal

(including without limitation, by including such information in one or more of

the Company’s reports to shareholders or reports or filings with the Securities

and Exchange Commission).  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 thirty (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 his Right Certificate

for inspection by the Company), then the incumbent Rights Agent or 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) a corporation organized

and doing business under the laws of the United States or of the Commonwealth

of Massachusetts or the State of New York (or of any other state of the United

States so long as such corporation is authorized to do business as a banking

institution in the Commonwealth of Massachusetts or the State of New York), in

good standing, which is authorized under such laws to exercise stock transfer

or corporate trust powers and is subject to supervision or examination by

federal or state authority and which has at the time of its appointment as

Rights Agent a combined capital and surplus of at least $10,000,000 or (b) an

Affiliate of a Person described in clause (a) of this sentence.  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 Stock

of the Company and the Preferred Stock, and give notice to the holders of the

Right Certificates by any




 




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means

reasonably determined by the Company to inform such holders of such appointment

(including without limitation, by including such information in one or more of

the Company’s reports to shareholders or reports or filings with the Securities

and Exchange Commission).  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.”




 




2.                                       The

Company hereby appoints AST as Rights Agent pursuant to Section 21 of the

Rights Agreement, to serve in that capacity for the consideration and subject

to all of the terms and conditions of the Rights Agreement.




 




3.                                       AST

hereby accepts the appointment as Rights Agent pursuant to Section 21 of the Rights

Agreement and agrees to serve in that capacity for the consideration and

subject to all of the terms and conditions of the Rights Agreement.




 




4.                                       From

and after the Effective Date, each and every reference in the Rights Agreement

to a “Rights Agent” shall be deemed to be a reference to AST.




 




5.                                       Section 26 of the Rights Agreement is hereby

amended to delete the fourth paragraph thereof and to substitute therefore the

following:




 




	

  American Stock Transfer & Trust Company


  
	

  59 Maiden Lane


  
	

  New York, NY  10038


  
	

  Attention: Corporate Trust Department


  





 




6.                                       Except

as expressly modified herein, the Right Agreement shall remain in full force

and effect.




 




7.                                       This

Agreement may be executed in one or more counterparts, each of which shall

together constitute one and the same document.




 




[End of

Text]




 




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IN WITNESS WHEREOF,

the parties have caused this Agreement to be duly executed as of the date first

set forth above.




 




	

   


  	

  ANIKA THERAPEUTICS, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   /s/  William J. Knight


  	

   


  
	

   


  	

   


  	

  Name:  William J. Knight


  
	

   


  	

   


  	

  Title:  Chief Financial

  Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  AMERICAN STOCK TRANSFER &


  TRUST COMPANY


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Herbert J. Lemmer


  	

   


  
	

   


  	

   


  	

  Name: Herbert J. Lemmer


  
	

   


  	

   


  	

  Title: Vice President


  





 




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