SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
-----------------------------------------------
This Second Amendment to Purchase and Sale Agreement (the "Amendment")
is made as of March 1, 1997 by and among ORTHOLOGIC CORP., a Delaware
corporation ("Buyer") and TORONTO MEDICAL CORP., an Ontario corporation
("Seller").
1. Amendment and Effective Date. This Amendment, which shall be
effective as of March 1, 1997, amends the Purchase and Sale Agreement made as of
December 30, 1996 by and among Buyer and Seller (the "Agreement"), as amended by
the Amendment to Purchase and Sale Agreement made as of January 16, 1997 by and
among Buyer and Seller. Except as specifically modified by this Amendment, the
Agreement shall remain in full force and effect.
2. Definitions. The defined terms in the Agreement shall have the same
meanings in this Amendment.
3. Amendments. The amendments to the Agreement, which shall be
effective immediately, shall be as set forth in this Section 3.
a. The third sentence of Section 2.1(a) of the Agreement shall
be revised in its entirety to read as follows to replace the word "debtor" with
"creditor":
"If an Assumed Liability cannot, for any reason, be assumed by
Buyer, Buyer shall pay at Closing the amount of such Assumed
Liability directly to the creditor of Seller which is owed
such Assumed Liability via bank cashier's check or wire
transfer."
b. Section 2.8(b) of the Agreement shall be revised in its
entirety to read as follows to delete a comma:
"With respect to employees of Seller, TMI and USORTHO who are
not offered continuing employment with Buyer, Seller shall
provide written notices to such employees and Seller, TMI or
USORTHO, as the case may be, shall be responsible for all
payments to said employees for wages, commissions, bonuses,
vacations, severance and other similar forms of compensation
owing to or accrued by such employees."
c. Schedule 3.10(a) to the Agreement shall be amended to
include the following information:
USA H3 patent, which is listed as being "in process" under
patent application number 951.020, has been completed under
patent number 5327.882
Japanese L4 patent, which is listed as being "in process"
under patent application number 502,160/90, has been completed
under patent number 2118544
Xxxxxxxx X0, X0, X0X, X0X and H2 patent number 0,078,093 was
revoked on October 17, 1992
USA Pronation/Supination Device patent, which is listed as
being "in process," has been completed for the UK under patent
number UK 96202080.0
USA and International Active/Passive Device patent, which is
listed as being "in process," has been completed for the US
under patent number 08/746,130 abd internationally under
patent number PCT/CA96/00747
USA and International Wrist and Ankle Device patent, which is
listed as "in process," has been completed for the US under
patent number 08/561,193 and internationally under patent
number PCT/CA96/00746
4. Authorization and Signatures. By signing below, each party
represents that this Amendment has been duly authorized and constitutes an
agreement by which it is bound.
[Remainder of page intentionally left blank]
2
IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be
executed as of March 1, 1997 by their respective officers thereunto duly
authorized.
ORTHOLOGIC CORP.
By: /s/ Xxxxx X. Xxxxxxxxx, Ph.D.
-------------------------------------------
Xxxxx X. Xxxxxxxxx, Ph.D.
Chairman and Chief Executive Officer
TORONTO MEDICAL CORP.
By: /s/ X. X. Xxxxxxxxxxx
-------------------------------------------
Xxxx-Xxxxxx Xxxxxxxxxxx
Vice Chairman and Chief Operating Officer
3
