Exhibit 10.2
AMENDMENT TO
ASSET PURCHASE AGREEMENT
AMENDED AGREEMENT dated as of April 23, 2007 by and between Integrated
Surgical Systems, Inc., a Delaware corporation ("ISS"), and Novatrix Biomedical,
Inc., a California corporation ("Novatrix").
WHEREAS, the parties entered into that certain Asset Purchase Agreement
dated August 4, 2006 (the "Original Asset Purchase Agreement");
WHEREAS, the parties are simultaneously entering into an amendment to that
certain Loan Agreement and Secured Promissory Note dated August 4, 2006; and
WHEREAS, the parties wish to amend the Original Asset Purchase Agreement as
set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 1.2 of the Original Asset Purchase Agreement is hereby amended
in its entirety to read as follows:
"1.2 Purchase Price
As consideration for the sale of the Assets to the Purchaser, at the
Closing, the Purchaser shall pay to the Seller, in cash, an amount
equal to
(i) $4 million in the event that Stockholder Approval (as such term
is defined in that certain Loan Agreement and Secured Promissory
Note dated August 4, 2006 by and between the Purchaser and the
Seller) is obtained on or before June 30, 2007;
(ii) $3.5 million in the event that Stockholder Approval is obtained
on or before July 31, 2007;
(iii) $3.25 million in the event that Stockholder Approval is obtained
on or before August 31, 2007; or
(iv) $3 million in the event that Stockholder Approval is obtained on
or before September 30, 2007."
2. Section 1.4(b)(ii) of the Original Asset Purchase Agreement is hereby
amended in its entirety to read as follows:
"(ii) the Purchaser shall pay to the Seller in cash by wire
transfer of immediately available funds to an account or accounts
designated by the Seller the amount set forth in either Section
1.2(i), (ii), (iii) or (iv), as applicable."
3. Section 8.1(c) of the Original Asset Purchase Agreement is hereby
amended by replacing the words "June 30, 2007" in the second line
thereof with the words "September 30, 2007."
4. This Agreement shall be construed in accordance with, and governed in
all respects by, the internal laws of the State of California (without
giving effect to principles of conflicts of laws).
5. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall
constitute one and the same instrument.
6. Any and all terms and provisions contained in the Original Asset
Purchase Agreement not otherwise amended pursuant to this Agreement
shall remain in full force and effect in accordance with the terms
thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first day set forth above.
INTEGRATED SURGICAL SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
NOVATRIX BIOMEDICAL, INC.
By: /s/ Xxxxxxx Xxxx
---------------------------------
Name: Xxxxxxx Xxxx
Title: President
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