Biospecifics Technologies Corp.: Exhibit 4.1 - Filed by newsfilecorp.com






SECOND AMENDMENT TO RIGHTS AGREEMENT 

This SECOND AMENDMENT (this “Amendment”), dated as of
February 3, 2011, to the RIGHTS AGREEMENT, dated as of May 14, 2002 and amended
on June 19, 2003 (the “Rights Agreement”), between BioSpecifics
Technologies Corp., a Delaware corporation (the “Company”), and OTC
Corporate Transfer Service Company, a sole proprietorship, as Rights Agent (the
“Rights Agent”). 

WHEREAS the Company may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of Section 27 thereof;
and 

WHEREAS the Company desires to amend certain provisions of the
Rights Agreement as set forth herein. 

NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements set forth in the Rights Agreement and this Amendment, the
parties hereto hereby agree as follows: 

1. 

 Amendment of Section 1. Section 1(a) of the Rights
Agreement is hereby amended by deleting the definition of “Acquiring Person” in
its entirety and inserting the following in place thereof: 

““Acquiring Person” shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 18% 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 18% 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 terms of any such plan, (v) any Person,
who or which together with all Affiliates and Associates of such Person becomes
the Beneficial Owner of 18% or more of the then outstanding Common Shares as a
result of the acquisition of Common Shares directly from the Corporation, 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 owned 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 18% of the outstanding Common Shares.” 




2. 

 Amendment of Section 7. Section 7(a) of the Rights
Agreement is hereby amended by deleting the reference to “May 31, 2012” in
clause (i) thereof and inserting “May 31, 2014” in place thereof. 

3. 

 Amendment of Section 23. Section 23(a)(ii)(y)(aa) of
the Rights Agreement is hereby amended by deleting that clause in its entirety
and inserting the following in place thereof: 

“if and for so long as the Acquiring Person is not thereafter
the Beneficial Owner of 18% of the Common Shares, and” 

4. 

 Exhibit B. Exhibit B to the Rights Agreement is
hereby amended by deleting all references therein to “May 31, 2012” and
inserting “May 31, 2014” in place thereof. 

5. 

 Exhibit C. Exhibit C to the Rights Agreement is
hereby amended by: 

a. 


deleting all references therein to “May 31, 2012” and inserting “May 31, 2014”
in place thereof; and 

b. 

deleting the reference to “15%” in clause (i) in the second
paragraph thereof and inserting “18%” in place thereof. 

6. 

 Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof. 

7. 

 Governing Law. This Amendment 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;
provided, however, 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
to be performed entirely within such State. 

8. 

 Counterparts; Effectiveness. This Amendment 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. This Amendment shall be
effective as of the date hereof. 

9. 

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

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10. 

 Rights Agreement as Amended. From and after the date
hereof, any reference to the Rights Agreement shall mean the Rights Agreement as
amended hereby. 

11.


 Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.


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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written. 

BIOSPECIFICS TECHNOLOGIES CORP. 

By: /s/ Thomas L.
Wegman           
 
Name: Thomas L. Wegman 
Title: President 

OTC CORPORATE TRANSFER SERVICE COMPANY


By: /s/ Toni
Zaks                               
Name:
Toni Zaks 
Title: President