EXECUTION COPY
AMENDMENT NO. 1 TO
SHAREHOLDER AGREEMENT
Amendment No. 1 dated as of April 17, 2000 (this "AMENDMENT") to the
Shareholder Agreement dated as of November 17, 1999 (the "SHAREHOLDER
AGREEMENT") among Xxxxxx International Inc., a Delaware corporation
("PARENT"), and the undersigned shareholders (each, a "SHAREHOLDER") of North
American Vaccine, Inc., a corporation existing under the federal laws of
Canada ("COMPANY").
RECITALS
WHEREAS, Parent and the Shareholders desire to amend the Shareholder
Agreement as set forth in this Amendment;
WHEREAS, concurrently with the execution of this Amendment, Parent,
Company and Neptune Acquisition Corp., an unlimited liability company existing
under the laws of the Province of Nova Scotia and a wholly owned subsidiary of
Parent ("ACQUIRECO"), have entered into Amendment No. 1 to the Share Exchange
Agreement dated as of November 17, 1999 among Parent, Acquireco and Company;
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. The first recital of the Shareholder Agreement is hereby amended and
restated in its entirety to read as follows:
"WHEREAS, pursuant to a Share Exchange Agreement dated as of November 17,
1999 by and among Parent, Neptune Acquisition Corp., an unlimited liability
company existing under the laws of the Province of Nova Scotia and a wholly
owned subsidiary of Parent ("ACQUIRECO") and Company, as amended by Amendment
No. 1 dated as of April 17, 2000 (such agreement, as so amended, is hereinafter
referred to as the "SHARE EXCHANGE AGREEMENT"), Parent has agreed to exchange
the outstanding securities of Company pursuant to an exchange by Acquireco of
all of the capital stock of the Company (the "ARRANGEMENT"), in which each
outstanding share of capital stock of Company (the "COMPANY SHARES") will be
exchanged for cash and shares of common stock of Parent (the "PARENT SHARES") as
set forth in the Share Exchange Agreement (the "TRANSACTION");"
2. This Amendment shall be deemed an amendment to the Shareholder
Agreement and shall become effective when executed by Parent and the
Shareholders as required by Section 10 of the Shareholder Agreement. Except as
expressly amended pursuant to this Amendment, the Shareholder Agreement shall
continue in full force and effect.
3. This Amendment shall be governed by, construed and enforced in
accordance with the internal laws of the State of New York without giving effect
to the principles of conflicts of law thereof.
4. This Amendment may be executed in several counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
XXXXXX INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Group Vice President,
Corporate Strategy and
Development
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BIOCHEM PHARMA INC.
By: /s/ Xxxxxxx-X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx-X. Xxxxxxx
Title: V.P. Legal Affairs & General Counsel
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Chief Financial Officer
FROST-NEVADA LIMITED PARTNERSHIP
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: President, Frost-Nevada Corporation
General Partner, Frost-Nevada Limited Partnership
SHAREHOLDER
/s/ Xxxxxxx Xxxxx, M.D.
-------------------------------------
(Signature)
IVAX CORPORATION
By: /s/ Xxxxxxx Xxxxx, M.D.
-------------------------------------
Name: Xxxxxxx Xxxxx, M.D.
Title: Chairman of the Board
