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AMENDMENT NO 1 TO
ASSET PURCHASE AGREEMENT
This Agreement is made and entered into as of the 10th day September,
1998 among Pfizer Inc., a Delaware corporation ("Pfizer"), the Asset selling
Corporations (as defined in the Asset Purchase Agreement) and WPAMS Acquisition
Corp., a Delaware corporation ("Purchaser").
WITNESSETH
WHEREAS, Pfizer, the Asset Selling Corporations and Purchaser are
parties to an Asset Purchase Agreement dated as of July 21, 1996 (the "Asset
purchase Agreement"); and
WHEREAS, Pfizer, the Asset Selling Corporations and Purchaser have
agreed to amend the Asset Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and undertakings contained herein, subject to and on the terms and
conditions herein set forth, and intending to be bound hereby, the parties agree
as follows:
ARTICLE I.
GENERAL
Section 1.1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Asset
Purchase Agreement.
Section 1.2. Governing Law. This Agreement shall be governed by the
laws of the State of New York, its rules of conflict of laws notwithstanding.
Pfizer and Purchaser hereby agree and consent to be subject to the jurisdiction
of the United States District Court for the Southern District of New York and in
the absence of such Federal jurisdiction, the parties consent to be subject to
the jurisdiction of the Supreme Court of the State of New York, County of New
York.
ARTICLE II.
AMENDMENTS
Section 2.1. Amendments. The Asset Purchase Agreement is amended as
follows:
(i) by deleting Section 7.12 in its entirety and
substituting the following therefor:
"As promptly as practicable after the date hereof,
Pfizer and Purchaser shall cause the Foreign
Implementing Agreements to be prepared and executed
by their applicable Affiliates. In the event of any
inconsistency between this Agreement and the Foreign
Implementing Agreements or between the Transitional
Services Agreement and the Foreign Implementing
Agreements, the provisions of this Agreement or the
Transitional Services Agreement, as the case may be,
shall govern. In no event shall the Foreign
Implementing Agreements
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expand any right or obligation of any party hereto,
all such rights and obligations to be as set forth in
and subject to the terms of this Agreement and the
Transitional Services Agreement.
(ii) by adding the following to the end of Sections 3.1(b)
and 3.1(c):
"except for the Foreign Implementing Agreement which
relates to the transfer of the French Conveyed Assets
and French Assumed Liabilities (which Foreign
Implementing Agreement will be delivered as soon
thereafter as permitted under applicable law)."
ARTICLE III.
GENERAL
Section 3.1. Asset Purchase Agreement. Except as expressly amended or
modified herein, the Asset Purchase Agreement (as amended hereby) shall continue
in full force and effect in accordance with the provisions hereof and thereof as
in existence on the date hereof. After the date hereof, any reference to the
Asset Purchase Agreement shall mean the Asset Purchase Agreement as amended by
this Agreement.
Section 3.2. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the date first written above.
PFIZER INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
AMERICAN MEDICAL SYSTEMS, INC.
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
HOWMEDICA INTERNATIONAL LIMITED
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
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PFIZER HOSPITAL PRODUCTS (BELGIUM)
By: /s/ P. Xxxxx Xxxx
-------------------------------------
Name: P. Xxxxx Xxxx
Title:. Attorney-in-Fact
HOWMEDICA G.M.B.H.
By: /s/ P. Xxxxx Xxxx
-------------------------------------
Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
HOWMEDICA IBERICA, S.A.
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
PFIZER CANADA INC.
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
PFIZER S.A.
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
PFICONPROD PTY. LIMITED
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
XXXXXXXXX (EUROPE) G.M.B.H. BY PFIZER INC.
By: /s/ P. Xxxxx Xxxx
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Name: P. Xxxxx Xxxx
Title: Attorney-in-Fact
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WPAMS ACQUISITION CORP.
By: /s/ Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxxxx
Title: President
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