Exhibit 10.19 - Amendment #1 To Rights Agreement


     

    Exhibit
      10.19

    


    AMENDMENT
      #1 TO RIGHTS AGREEMENT

     

    AMENDMENT
      #1 TO RIGHTS AGREEMENT,
      dated
      as of June 19, 2003, (the “Agreement”),
      between BioSpecifics Technologies Corp., a Delaware corporation (the
“Corporation”),
      and
      OTC Corporate Transfer Service Company, a sole proprietorship (the “Rights
      Agent”).

     

    WHEREAS,
      the
      Corporation and the Rights Agent previously entered into that certain Rights
      Agreement dated as of May 14, 2002 (the “Rights
      Agreement”).

     

    WHEREAS
      the
      Board
      of Directors of the Corporation has approved amending the definition of
      Acquiring Person in the Rights Agreement.

     

    Accordingly,
      in consideration of the premises and the mutual agreements herein set forth,
      the
      parties hereby agree as follows:

     

    1.  Definition
      of Acquiring Person.
      The
      definition of “Acquiring
      Person”
in
      Section 1(a) of the Rights Agreement is deleted and replaced with the
      following:

     

    (a) “Acquiring
      Person” shall mean any Person who or which, together with all Affiliates and
      Associates of such Person, shall be the Beneficial Owner of 15% or more of
      the
      then outstanding Common Shares (other than as a result of a Permitted Offer
      (as
      hereinafter defined)) or was such a Beneficial Owner at any time after the
      date
      hereof, whether or not such person continues to be the Beneficial Owner of
      15%
      or more of the then outstanding Common Shares. Notwithstanding the foregoing,
      (A) the term “Acquiring Person” shall not include (i) the Corporation, (ii) any
      Subsidiary of the Corporation, (iii) any employee benefit plan of the
      Corporation or of any Subsidiary of the Corporation, (iv) any Person or entity
      organized, appointed or established by the Corporation for or pursuant to the
      term of any such plan, (v) any Person, who or which together with all Affiliates
      and Associates of such Person becomes the Beneficial Owner of 15% or more of
      the
      then outstanding Common Shares as a result of the acquisition of Common Shares
      (1) directly from the Corporation or (2) as the result foreclosing upon such
      shares of Common Stock if such shares of Common stock were pledged as collateral
      under that certain Pledge Agreement, dated the date hereof, by and among the
      Corporation, Edwin H. Wegman and Bio Partners LP, or (vi) any Grandfathered
      Stockholder and (B) no Person shall be deemed to be an “Acquiring Person” either
      (X) as a result of the acquisition of Common Shares by the Corporation which,
      by
      reducing the number of Common Shares outstanding, increases the proportional
      number of shares beneficially owner by such Person together with all Affiliates
      and Associates of such Person; except that if (i) a Person would become an
      Acquiring Person (but for the operation of this subclause (X) as a result of
      the
      acquisition of Common Shares by the Corporation, and (ii) after such share
      acquisition by the Corporation, such Person, or an Affiliate or Associate of
      such Person, becomes the Beneficial Owner of any additional Common Shares,
      then
      such Person shall be deemed an Acquiring Person, or (Y) if a Person did so
      inadvertently, (i) promptly after such Person discovers that such Person would
      otherwise have become an Acquiring Person (but for the operation of this
      subclause Y), such Person notifies the Board of Directors that such Person
      did
      so inadvertently

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    and
      (ii)
      within 2 days after such notification, such Person is the Beneficial Owner
      of
      less than 15% of the outstanding Common Shares.

     

    2.  Governing
      Law.
      This
      Agreement shall be deemed to be a contract made under the laws of the State
      of
      Delaware and for all purposes shall be governed by and construed in accordance
      with the laws of such State applicable to contracts to be made and performed
      entirely within such State; except that all provisions regarding the rights,
      duties and obligations of the Rights Agent shall be governed by and construed
      in
      accordance with the laws of the State of New York applicable to contracts made
      and to be performed entirely within such State. 

     

    3.  Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    4.  Descriptive
      Headings.
      Descriptive headings of the several Sections of this Agreement are inserted
      for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed and attested,
      all
      as of the date and year first above written.

     

     

    
      	
              ATTEST:

               

               

            	 	 	BIOSPECIFICS
              TECHNOLOGIES CORP.
	/s/ Albert
              Horcher	 	 	/s/ 
              Edwin H. Wegman
	
              

            	 	 	
              

            
	Name: 
              Albert Horcher
Title:  Secretary, Treasurer and Principal
              Accounting Officer	 	 	
              Name: 
                Edwin H. Wegman
Title:  Chairman of the Board of Directors,
                President

                        
                and Chief Executive Officer

            


    

     

    


    
      	
              Countersigned:

               

              OTC
                CORPORATE TRANSFER

              SERVICE COMPANY

                As Rights Agent

               

               

            	 	 	
            
	By: 
              ___________________________________	 	 	 
	    Authorized
              Officer