Yamanouchi Consumer Inc.

Exhibit 2.3

Yamanouchi Consumer Inc.

0000 Xxxxxx Xxxx

Xxxxxxxxxx, XX 00000

October 11, 2004

Bear Creek Holdings Inc.

x/x Xxxxxxxxxxx & Xx., XX

0000 Xxxxxx of the Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Dear Sirs:

In connection with the Stock Purchase Agreement dated as of April 1, 2004 (the “SPA”), among Bear Creek Holdings Inc. (formerly known as Pear Acquisition Inc.) (“Buyer”), Yamanouchi Consumer Inc., Yamanouchi Pharmaceutical Co., Ltd. and Yamanouchi U.S. Holding Inc., the parties to the SPA hereby agree as follows:

• Notwithstanding anything to the contrary in the SPA, the date by which Buyer is entitled to deliver a notice of disagreement under the first sentence of Section 2.03(b) of the SPA is October 14, 2004.

• This letter agreement shall constitute an amendment of the SPA pursuant to Section 13.02 thereof. Except as expressly set forth in this letter agreement, the SPA is and shall continue to be in full force and effect and, as so amended hereby, is hereby ratified and confirmed in all respects.

• This letter agreement (a) may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same agreement, (b) shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof, (c) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, of the parties with respect to the subject matter of this letter agreement and (d) may be amended only by writing signed by each of the parties hereto.

If the foregoing correctly sets forth our agreement with respect to the matters set forth above, please so indicate by signing below.

Very truly yours,
YAMANOUCHI CONSUMER INC.
By:		/s/		Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President, Taxes and Treasurer
YAMANOUCHI PHARMACEUTICAL CO., LTD.
By:		/s/		Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Associate Director Corporate Planning
YAMANOUCHI U.S. HOLDING INC.
By:		/s/		Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Vice President, Taxes and Treasurer

Accepted and agreed as of the
date first written above
BEAR CREEK HOLDINGS INC. (formerly know as Pear Acquisition Inc.)
By:		/s/		Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title: