NOVITRON INTERNATIONAL, INC. One Gateway Center, Suite 411 Newton, MA 02458
Exhibit 2.4
Xxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
February 10, 0000
Xxxx Xxxxxxxxxxxxxxx, Inc.
000 Xxxxxxx Xxxxxxxxx
Xxxxx Xxx Xxxxxxxxx, Xx 00000
Elan Diagnostics, Inc.
0 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Re: Elan Diagnostics, Inc.
Ladies and Gentlemen:
We refer you to that certain Asset Purchase Agreement, dated as of December 9, 2002 (the "Asset Purchase Agreement"), by and among Elan Pharmaceuticals, Inc., a Delaware corporation ("Parent"), Elan Diagnostics, Inc., a Delaware corporation ("Seller") and Novitron International, Inc., a Delaware corporation ("Buyer").
As previously discussed with representatives of Seller, Buyer agrees to assume, as of the Closing Date, that certain Authorized Service Representative Agreement, dated August 1, 2001, by and between GE Clinical Services, Inc. and Seller (the "GE Agreement"). This letter is intended to serve as written notification of Buyer’s agreement to assume the GE Agreement for purposes of Sections 1.6, 6.9 and 7.6 of the Asset Purchase Agreement if all other conditions contained within Articles VI and VII of the Asset Purchase Agreement have been satisfied or waived and the Closing occurs.
Buyer hereby waives any and all rights it may have to terminate the Asset Purchase Agreement and abandon the transactions contemplated thereby pursuant to clause (iv) of Section 10.1 of the Asset Purchase Agreement.
By their respective countersignatures, Parent and Seller hereby waive any and all rights they may have to terminate the Asset Purchase Agreement and abandon the transactions contemplated thereby pursuant to clause (iii) of Section 10.1 of the Asset Purchase Agreement.
Please confirm that this letter accurately sets forth our understanding by executing a copy hereof in the space provided below and returning it to the undersigned.
Sincerely,
NOVITRON INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman of the Board and
Chief Executive Officer
Acknowledged and agreed
as of the date set forth above:
ELAN PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President and Chief Financial Officer
ELAN DIAGNOSTICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Assistant Treasurer
