exv4w5w2



 







EXHIBIT 4.5.2




AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT




     This Amendment (this “Amendment”) to that certain Investor Rights Agreement dated as
of December 4, 2002 (the “Rights Agreement”) by and among Iomai Corporation, a Delaware
corporation (the “Company”), and the Purchasers party thereto is entered into as of March
27, 2003 by and among the Company and those Purchasers listed on the signature pages hereto (the
“Consenting Purchasers”). The Company and the Consenting Purchasers collectively are
referred to herein as the “Parties.” Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Rights Agreement.



     WHEREAS, the Parties have agreed to certain modifications to the terms and provisions of the
Rights Agreement and desire to enter into this Amendment to reflect those modifications;



     WHEREAS, it is a condition to the amendment of the Rights Agreement that the written consent
of the Company and the holders of at least 60% of the Registrable Shares be obtained; and



     WHEREAS, the Consenting Purchasers are the holders of at least 60% of the Registrable Shares
on the date hereof.



     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
agreements herein contained, the Parties agree as follows:



     1. Amendments to Rights Agreement. The Rights Agreement is hereby amended as set
forth on Exhibit A hereto.



     2. Miscellaneous. Except as expressly amended hereby, the provisions of the Rights
Agreement are and shall remain in full force and effect. The section and other headings of this
Amendment and Exhibit A hereto are for convenience of reference only and are not to be considered
in construing this Amendment or Exhibit A hereto. This Amendment may be executed in two or more
counterparts, each of which will be deemed an original, but all of which taken together shall
constitute one instrument.



[Exhibit A and Signature Pages Follow]




 









 








Exhibit A




Eliminate Requirement that Series C Purchasers Approve Annual Budget




     Section 4.1(i) (“Budget Approval”) of the Rights Agreement is deleted in its entirety and
replaced with the following:




     ”(i) Budget Approval. At least 30 days prior to the commencement of each
fiscal year, prepare and submit to and obtain in respect thereof the approval from the Board
of Directors the operating budgets, operating expenses, profit and loss projections, cash
flow projections and a capital expenditure budget (the “Annual Budget”) for the
succeeding fiscal year.”



Amend Corporate Existence Covenant to Reflect Merger of Iomai Holdings Into Iomai




     Section 4.1 (c) (“Preservation of Corporate Existence and Intellectual Property Rights”) of
the Rights Agreement is amended by inserting “and Iomai Holdings Ltd.” immediately after the first
instance of “Xairo” in Section 4.1(c).



Require Non-Competition/Solicitation Agreements Only for Officers and Key Employees




     Section 4.1 (g) (“Confidential and Proprietary Information and Non-Competition Agreement”) of
the Rights Agreement is deleted in its entirety and replaced with the following:




     ”(g) Confidential and Proprietary Information and Non-Competition Agreement.
The Company will require each person now or hereafter employed by the Company or any
Subsidiary with access to confidential and proprietary information of the Company to enter
into an agreement covering confidentiality and assignment of inventions in substantially the
form attached as Exhibit E-1 to the Purchase Agreement and each officer and key
employee now or hereafter employed by the Company or any Subsidiary to enter into an
agreement covering non-solicitation and non-competition in substantially the form attached
as Exhibit E-2 to the Purchase Agreement.”




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Investor Rights
Agreement as of the date first above written.



	 	 	 	 	 	 	 
	COMPANY:	 	IOMAI CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stanley C. Erck
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Stanley C. Erck
	 

	 	Title:
	 	 	 	Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	CONSENTING PURCHASERS:	 	NEW ENTERPRISE ASSOCIATES 10,
LIMITED PARTNERSHIP
	 

	 	By:
	 	 	 	NEA Partners 10, Limited Partnership,
	 

	 	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eugene A. Trainor, III
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Eugene A. Trainor, III
	 

	 	Title:
	 	 	 	Administrative General Partner &
	 

	 	 	 	 	 	Chief Operating Officer
	 
	 	 	 	 	 	 
	 	 	NEA VENTURES 2002, LIMITED
PARTNERSHIP
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pamela J. Clark
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Pamela J. Clark
	 

	 	Title:
	 	 	 	General Partner
	 
	 	 	 	 	 	 
	 	 	ESSEX WOODLANDS HEALTH
VENTURES V, L.P.
	 

	 	By:
	 	 	 	Essex Woodlands Health Ventures V,
	 

	 	 	 	 	 	L.L.C., its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Martin P. Sutter
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Martin P. Sutter
	 

	 	Title:
	 	 	 	Managing Director






 









 






	 	 	 	 	 	 	 
	 	 	DOMAIN PARTNERS V, L.P.
	 

	 	By:
	 	 	 	One Palmer Square Associates V, L.L.C.,
	 

	 	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen K. Schoemaker
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Kathleen K. Schoemaker
	 

	 	Title:
	 	 	 	Managing Member
	 
	 	 	 	 	 	 
	 	 	DP V ASSOCIATES, L.P.
	 

	 	By:
	 	 	 	One Palmer Square Associates V,
	 

	 	 	 	 	 	L.L.C., its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen K. Schoemaker
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Kathleen K. Schoemaker
	 

	 	Title:
	 	 	 	Managing Member
	 
	 	 	 	 	 	 
	 	 	MEDIMMUNE VENTURES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wayne T. Hockmeyer
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Wayne T. Hockmeyer, Ph.D.
	 

	 	Title:
	 	 	 	President
	 
	 	 	 	 	 	 
	 	 	PROQUEST INVESTMENTS II, L.P.
	 

	 	By:
	 	 	 	ProQuest Associates II LLC,
	 

	 	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pasquale DeAngelis
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Pasquale DeAngelis
	 

	 	Title:
	 	 	 	Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	PROQUEST INVESTMENTS II
ADVISORS FUND, L.P.
	 

	 	By:
	 	 	 	ProQuest Associates II LLC,
	 

	 	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pasquale DeAngelis
	 

	 	 	 	 
	 

	 	Name:
	 	 	 	Pasquale DeAngelis
	 

	 	Title:
	 	 	 	Chief Financial Officer