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Exhibit 2.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this
"Amendment"), dated as of October 31, 1997, among Xxxxxxx Corporation, a
Delaware corporation and its predecessors (the "Company"), the stockholders of
the Company listed on Annex A to the Stock Purchase Agreement (as defined below)
(each, a "Seller"; collectively, the "Sellers") and Xxxxxxx Instruments, Inc., a
Delaware corporation ("Buyer").
WITNESSETH:
WHEREAS, the Company, the Sellers and Buyer entered into a
Stock Purchase Agreement, dated as of August 29, 1997 (the "Stock Purchase
Agreement");
WHEREAS, the Company, the Sellers and Buyer desire to effect
certain modifications (the "Modifications") to the Stock Purchase Agreement;
WHEREAS, Section 11.1 of the Stock Purchase Agreement provides
that the Stock Purchase Agreement may be modified or amended by written
agreement executed and delivered by the Company, the Sellers and Buyer; and
WHEREAS, the Company, the Sellers and Buyer desire to so
execute and deliver this Amendment to give effect to the Modifications, as set
forth in Article II below.
NOW, THEREFORE, the parties, intending to be legally bound and
in consideration of the mutual agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms not expressly defined in this Amendment shall have the
meanings ascribed to them in the Stock Purchase Agreement.
ARTICLE II
CERTAIN MODIFICATIONS TO THE STOCK PURCHASE AGREEMENT
Section 2.1 Amendment to Section 7.13 of the Stock Purchase
Agreement. Section 7.13 of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:
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"Section 7.13 Use and Ownership of `Xxxxxxx' Name. Prior to
or on the Closing Date, the Sellers, the Company, Xxxxxxx
Pharmaceutical, Inc. ("CPI") and Xxxxxxx Cellular
Therapies, Inc. ("CCT") shall have entered into among them,
as applicable, an intellectual property agreement and an
agreement for use of business name (with respect to each of
CPI and CCT), each with respect to the `Xxxxxxx' name (and
variants thereof), which agreements shall provide, as
applicable, that: (a) the ownership of that name is vested
in the Company and will remain so vested after the Closing;
(b) CPI and CCT shall receive a royalty-free license from
the Company to use that name in their respective operations
following the Closing, provided, that such name may not be
used by either of those entities in association with any
business or operations competitive to the businesses or
operations of Buyer, the Company or their respective
Subsidiaries, and further provided that such license shall
replace any prior license agreements regarding the
`Xxxxxxx' name entered into among the Company, CPI and CCT,
as applicable; and (c) without limiting the provisions of
the Non-Competition Agreements, none of the Sellers may use
that name in association with any business or operation
competitive to the businesses or operation of Buyer, the
Company or their respective Subsidiaries. The foregoing
notwithstanding, the terms set forth in the executed
versions of such agreements shall constitute the sole and
exclusive agreement of the parties thereto with respect to
the subject matter thereof, and shall be binding on the
parties thereto, irrespective of any and all prior
understandings or agreements with respect to such subject
matter (including the terms of this Section 7.13) and
irrespective of whether the Sellers, the Company and Buyer
are parties to such agreements."
Section 2.2 Xxxxxxx X. Xxxxxxx Charitable Remainder Unitrust.
All references to the "Xxxxxxx X. Xxxxxxx Charitable Remainder Trust" shall be
deleted and replaced by references to the "Xxxxxxx X. Xxxxxxx Charitable
Remainder Unitrust".
ARTICLE III
MISCELLANEOUS
Section 3.1. Stock Purchase Agreement Remains in Full Force
and Effect. Except as amended hereby, all provisions in the Stock Purchase
Agreement shall remain in full force and effect, including, without limitation,
Section 11.10 thereof relating to governing law and dispute resolution. The
terms of such Section 11.10 shall apply to the construction of this Amendment.
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Section 3.2. Binding Effect of Amendment to Stock Purchase
Agreement. This Amendment is an amendment to the Stock Purchase Agreement and,
as provided therein, will be binding on all the parties thereto.
Section 3.3. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed to be an original
instrument, and all such counterparts shall together constitute the same
agreement.
(Signature pages follow)
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IN WITNESS WHEREOF, this Amendment has been signed on behalf
of each of the parties hereto as of the date first written above.
XXXXXXX CORPORATION
By: /s/ Xxxxx Xxxxxxx-Xxxxx
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Name: Xxxxx Xxxxxxx-Xxxxx
Title: Executive Vice President
By: /s/ Xxx Van
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Name: Xxx Van
Title: Executive Vice President
By: /s/ Xxxxxx X. Xxxxxxx III
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Name: Xxxxxx X. Xxxxxxx III
Title: Executive Vice President
THE XXXXXXX X. XXXXXXX CHARITABLE
REMAINDER UNITRUST UAD 5/23/97
By: /s/ Xxx Van
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Name: Xxx Van
Title: Trustee
THE XXXXXX X. XXXXXXX, XX. TRUST
UAD 8/2/93
By: /s/ Xxxxx Xxxxxxx-Xxxxx
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Name: Xxxxx Xxxxxxx-Xxxxx
Title: Co-Trustee
By: /s/ Xxxxxx X. Xxxxxxx III
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Name: Xxxxxx X. Xxxxxxx III
Title: Xx-Xxxxxxx
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THE XXXXXXX FAMILY LIMITED
PARTNERSHIP
By: THE XXXXXXX X. XXXXXXX TRUST
UAD 8/2/93
By: /s/ Xxx Van
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Name: Xxx Van
Title: Successor Trustee
By: THE XXXXXX X. XXXXXXX, XX. TRUST
UAD 8/2/93
By: /s/ Xxxxx Xxxxxxx-Xxxxx
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Name: Xxxxx Xxxxxxx-Xxxxx
Title: Co-Trustee
By: /s/ Xxxxxx X. Xxxxxxx III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Co-Trustee
XXXXXXX INSTRUMENTS, INC.
By: /s/ Xxxxxxx X. May
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Name: Xxxxxxx X. May
Title: Vice President, General Counsel
and Secretary
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