EXHIBIT 10.2
AMENDMENT
OF
STOCK PURCHASE, REORGANIZATION AND JOINT VENTURE AGREEMENT
This AMENDMENT OF STOCK PURCHASE, REORGANIZATION TO JOINT
VENTURE AGREEMENT is made and entered into as of the 31st day March, 1995, by
and among CTI PET SYSTEMS, INC., a Tennessee corporation (hereinafter "CPS");
SIEMENS MEDICAL SYSTEMS, INC., a Delaware corporation (hereinafter "Siemens";
successor in interest to Siemens Gammasonics, Inc.); and XX. XXXXX X. XXXXXXXX,
XX. XXXXXX XXXX, XXXXXXX X. XXXXXXXX, and J. XXXXX XXXXX (hereinafter
"Management").
WHEREAS, CPS, Siemens and Management have heretofore made and
entered into a Stock Purchase, Reorganization and Joint Venture Agreement dated
as December 10, 1987 (hereinafter, the "Joint Venture Agreement"), pursuant to
which Siemens purchased and holds a 49.9% interest in CPS, and pursuant to which
Siemens and CTI, Inc. (hereinafter "CTI"), which holds the remaining 50.1 %
interest in CPS, operate CPS as a joint venture company; and
WHEREAS, CPS has distributed its assets, liabilities and
business relating to cyclotrons and radioisotope delivery systems (together,
"RDS Products") to its shareholders, Siemens and CTI, and is no longer in the
business of manufacturing RDS Products; and
WHEREAS, the parties wish to amend the Joint Venture Agreement
to reflect that the CPS Business no longer includes RDS Products.
NOW, THEREFORE, in consideration of the terms and conditions
contained herein, the parties hereto mutually agree as follows:
1. Agreement. The Joint Venture Agreement is
incorporated herein by reference. As amended hereby, the Joint Venture
Agreement shall remain in full force and effect.
2. CPS Business. All references to cyclotrons and
radioisotope delivery systems are deleted from the Joint Venture
Agreement. The definition of "CPS Business" at Section 1.4 of the Joint
Venture Agreement is amended to delete cyclotrons and RDS products, and
shall hereafter be as follows:
1.4 "CPS Business" shall mean the business conducted by
CPS in developing, acquiring, manufacturing,
assembling, selling and distributing the following
products:
(a) Probes for the detection of positron
emitters;
(b) Planar cameras dedicated for coincidence
detection of positron emitters; and
(c) Ring tomographs (emission computerized axial
tomograph image devices) and other positron
image devices.
3. The address of counsel to CPS to whom copies of
notices to CTI are sent (Section 22.5 of the Joint Venture Agreement) is changed
to:
Xxxxxx X. XxXxxxx
Woolf, McClane, Xxxxxx, Xxxxx & Xxxxxxxxx
000 Xxxxx Xxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Telecopier (000) 000-0000
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the day and year first above written.
CTI PET SYSTEMS, INC. MANAGEMENT:
By: /s/ Xxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------------- -----------------------------------
Xxxxx X. Xxxxxxxx Xx. Xxxxx X. Xxxxxxxx
President
/s/ Xxxxxx Xxxx
-----------------------------------
Xx. Xxxxxx Xxxx
SIEMENS MEDICAL SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxx X. XxXxxxxxxx
----------------------------------
Xxxxxx X. XxXxxxxxxx /s/ J. Xxxxx Xxxxx
Group V.P. -----------------------------------
J. Xxxxx Xxxxx
