EXHIBIT 2.5
AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (this "Amendment"), dated as of
January 8, 1998 is entered into by and between North American Vaccine, Inc., a
Canadian corporation, ("XXXX") and BioChem Pharma Inc., (successor to IAF
BioChem International Inc.) a corporation organized under the laws of Canada
("BioChem").
RECITALS
WHEREAS, XXXX and BioChem entered into a Share Purchase Agreement on
January 17, 1990 (the "Share Purchase Agreement"); and
WHEREAS, pursuant to Section 8.1 of the Share Purchase Agreement, XXXX
granted to BioChem certain registration rights with respect to common shares, no
par value, of XXXX ("Common Shares"), which registration rights were set forth
in Schedule 4 to the Share Purchase Agreement; and
WHEREAS, the parties entered into that certain Amendment to Share Purchase
Agreement (the "First Amendment") dated June 20, 1994, whereby Schedule 4 to the
Share Purchase Agreement was amended to, among other things, amend the demand
registration right held by BioChem for its XXXX Common Shares; and
WHEREAS, BioChem's one remaining demand registration right is scheduled to
expire on January 17, 1998; and
WHEREAS, the parties desire to extend the term of BioChem's one remaining
demand registration right for its XXXX Common Shares for an additional three (3)
years; and
WHEREAS, the parties desire to set forth their agreements and
understanding with respect to these matters.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
I. MODIFICATION AND AMENDMENT
1.1 Section 1.2(a)(vi) of Schedule 4 to the Share Purchase Agreement shall
be and hereby is revised in its entirety to read as follows:
"(vi) after January 17, 2001."
II. MISCELLANEOUS
2.1 Except as set forth in this Amendment, all provisions of the Share
Purchase Agreement, as amended by the First Amendment, shall remain in full
force and effect without modification or amendment. Unless otherwise defined in
this Amendment, all capitalized terms used herein shall be as defined in the
Share Purchase Agreement, as amended.
2.2 This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2.3 This Amendment shall be deemed to have been made in the Province of
Quebec and shall be interpreted in accordance with and governed by the laws of
Quebec and the laws of Canada applicable therein. The parties hereto have
requested that this Amendment and all agreements and documents related thereto
be drafted in the English language. Les parties aux presentes ont exige que la
presente convention et tout document accessoire soient redige en anglais
seulement.
2.4 If any provision of this Amendment is held contrary to any federal,
provincial, state or local law, the invalidity of such provision shall not
affect any other provision of this Amendment, and the remaining provisions
hereof shall continue in full force and effect and unmodified thereby. Any
restriction or obligation contained herein which cannot be enforced to its full
extent shall be enforced to the maximum extent permitted by law.
IN WITNESS WHEREOF, the parties have caused this Amendment to Share
Purchase Agreement to be executed by their duly authorized officers as of the
day and year first above written.
NORTH AMERICAN VACCINE, INC.
By: /s/ Xxxxxx X. Xxxxx-Nabi
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Name: Xxxxxx X. Xxxxx-Nabi
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Title: Sr. Vice President-Legal Affairs
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BIOCHEM PHARMA INC.
By: /s/ Xxxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxxx Xxxxxxx
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Title: Ex. V.P. Investments and Subsidiaries
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/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
V.P. Legal & Sec.
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