EXHIBIT 10.43
March 23, 2000
Cybear, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
Pursuant to an Agreement and Plan of Merger and Reorganization dated
March 23, 2000 (the "Agreement") by and among Andrx Corporation, a Florida
corporation ("Andrx"), Cybear, Inc., a Delaware corporation ("Cybear"), New
Andrx Corporation, a Delaware corporation ("New Andrx") and two wholly owned
subsidiaries of New Andrx, the parties agreed to enter into a reorganization
(the "Reorganization"). Section 6(l) of the Agreement required New Andrx to
obtain an agreement from Xxxx X. Xxxxx, Xxxx-Xxxx X. Xxxx and Xxxxxx X. Xxxx to
vote in favor of the Agreement and the Andrx Merger. Defined terms not defined
herein are otherwise as defined in the Agreement. In connection with the
Reorganization, the undersigned agree as follows:
1. Provided the Agreement is still in effect on the day of the Andrx
Stockholders Meeting, Xxxx X. Xxxxx, Xxxx-Xxxx X. Xxxx and Xxxxxx
X. Xxxx hereby agree to vote in favor of the Agreement and the
Xxxxx Xxxxxx.
2. This letter agreement may not be amended except by a prior
written consent signed on behalf of all of the parties hereto.
3. This letter agreement shall be governed by the laws of the State
of Florida.
4. This letter agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original but all which
together shall be deemed to constitute a single instrument.
5. Whenever possible, each provision or portion of any provision of
this letter agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or
portion of any provision of this letter agreement is held to be
invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other
provisions or portion of any provision in such jurisdiction, and
this letter agreement will be reformed, construed and enforced in
such jurisdiction, and this letter agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision
had never been contained herein.
6. Each of the parties hereto recognizes and acknowledges that a
breach by it of any covenants or agreements contained in this
letter agreement will cause the other party to sustain damages
for which it would not have an adequate remedy at law for money
damages, and therefore each of the parties hereto agrees that in
the event of any such breach the aggrieved party shall be
entitled to the remedy of specific performance of such covenants
and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law
or in equity.
Very truly yours,
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Xxxx X. Xxxxx
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Xxxx-Xxxx X. Xxxx
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Xxxxxx X. Xxxx
NEW ANDRX CORPORATION, a
Delaware Corporation
By:___________________________
Xxxx X. Xxxxx, President
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