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EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT is dated July 29, 1997, and is entered into by
and between FRESENIUS AG ("Fresenius") and GULL LABORATORIES, INC. ("Gull").
WHEREAS, Fresenius, as "Seller", GULL GmbH, as "Purchaser", and Gull
entered into that certain Asset Purchase Agreement dated April 21, 1997, (the
"Agreement") for the purchase by Gull GmbH of certain assets and the assumption
of certain liabilities of the diagnostics business of the Intensive Care and
Diagnostics Division of Fresenius, all as described in the Agreement, as well as
entered into a Retransfer of Shares Agreement, dated April 21, 1997 ("Retransfer
Agreement"). The Agreement and the Retransfer Agreement are hereinafter referred
to as the "Agreements";
WHEREAS, pursuant to that certain Transfer, Assignment and Assumption
Agreement dated July 3, 1997 between Fresenius, Gull, and Gull GmbH, Gull GmbH
assigned to Gull all of Gull GmbH's rights, obligations and interest in and
under the Agreement, and Fresenius consented to such assignment subject to the
terms contained therein;
WHEREAS, pursuant to Article 18 of the Asset Purchase Agreement, one of
the conditions to closing the purchase transaction contemplated under the
Agreements is the approval of Gull's shareholders, including the majority of
non-Fresenius shareholders actually voting on the transaction; and
WHEREAS, Gull's shareholder's meeting has been adjourned until August
11, 1997, and in order to accommodate the adjournment of the shareholder's
meeting, Gull and Fresenius desire to extend the time allowed for closing of the
transaction.
NOW THEREFORE, in consideration of the foregoing and other
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties do hereby covenant and agree as follows and take the following actions:
1. Article 19, subsection 1(d) of the Asset Purchase Agreement is
hereby amended and restated by deleting said subsection as presently constituted
and substituting the following:
(d) by either the Seller or Purchaser if the Closing shall not have
occurred on or before August 15, 1997, for reasons other than the
failure of the terminating party to perform its obligations hereunder.
2. Closing shall occur as soon as practicable following conclusion of
the August 11, 1997 shareholder's meeting, provided the required shareholder
approval shall have been obtained.
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IN WITNESS WHEREOF, this Extension Agreement has been signed and
delivered by the parties as of the date first above written.
FRESENIUS AG
/s/ Xxxxx-Xxxxxxx Xxxxx
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By: Xxxxx-Xxxxxxx Xxxxx
Title: Senior Vice President
GULL LABORATORIES, INC.
/s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
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