Amendment to Section 3.2. Section 3.2 of the Original Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 3.2. Section 3.2(a) of the Agreement is hereby amended by replacing the words “be liable for” with the word “Assume”.
Amendment to Section 3.2. Section 3.2 of the 2008 Eagle/Xxxxxx Agreement is hereby amended by deleting such Section its entirety and replacing it with the following: “For the applicable ROYALTY TERM for each PRODUCT, EAGLE shall pay XXXXXX royalties on sales of PRODUCTS by EAGLE and its AFFlLIATES in the TERRITORY in an amount equal to the ROYALTY RATE multiplied by the GROSS PROFIT from the number of units of PRODUCTS sold; provided, however, that, (i) at any time during [*] after the FIRST COMMERCIAL SALE of a PRODUCT, there is no VALID PATENT CLAIM covering the manufacture, use, import or sale of such PRODUCT in a country in the Territory, then (i) with respect to a PRODUCT (or any REPLACEMENT PRODUCT, as applicable) other than the BENDAMUSTINE PRODUCTS, the ROYALTY RATE shall be reduced to [*] in such country. Notwithstanding the foregoing, EAGLE shall no longer have an obligation to pay royalties to XXXXXX or any of’ its AFFILIATES in respect of the sales of BENDAMUSTINE PRODUCTS after EAGLE has paid royalties to XXXXXX in an amount equal to [*] from the sales of BENDAMUSTINE PRODUCTS (the “ROYALTY CAP”) and, after EAGLE shall have paid the ROYALTY CAP, the license in respect of the BENDAMUSTINE PRODUCTS shall be [*].”
Amendment to Section 3.2. Section 3.2 to the Agreement is hereby deleted. Section 3.2, below, becomes Section 3.2 to the Agreement, as here amended.
Amendment to Section 3.2. Section 3.2 shall be deleted and replaced with the following:
Amendment to Section 3.2. Section 3.2 is hereby amended by adding the words “(subject to the terms of the Intercreditor Agreement)” following each occurrence of the words “first priority security interest”.
Amendment to Section 3.2. (a) Section 3.2(a) of the Asset Purchase Agreement is hereby amended by adding the following sentence as the final sentence of Section 3.2(a): "At Closing, the conveyance of the following equity interests shall be deemed for all purposes to have occurred in the following sequence: first, Parent's equity interest in HLC shall be duly conveyed to Buyer or its Affiliates; second, BHC's equity interest in each of Ontario Iron Company and Hibbing Development Company shall be duly conveyed to Buyer or its Affiliates; and third, Parent's equity interest in BHC shall be duly conveyed to Buyer or its Affiliates."
Amendment to Section 3.2. Section 3.2 of the Existing Agreement is hereby amended by adding a new clause (e) as follows:
Amendment to Section 3.2. Section 32 of the Rights Agreement is hereby amended and restated in its entirety to read as follows: “This Agreement and each Rights Certificate issued hereunder 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.”
Amendment to Section 3.2. Section 3.2 of the Rights Agreement is hereby amended by adding the following sentence to the end of Section 3.2(a): “Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.2(a) shall not be applicable to the Offer, Merger or Top-Up Option.”
