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EXHIBIT 99
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
This Amendment No. 1 ("AMENDMENT") to the Purchase Agreement (the "PURCHASE
AGREEMENT") by and among Alkermes, Inc., a Pennsylvania Corporation (the
"COMPANY") and the several Initial Purchasers named in Schedule A thereto (the
"INITIAL PURCHASERS") is entered into as of the 30th day of March, 2000 by and
between the Company and FleetBoston Xxxxxxxxx Xxxxxxxx Inc. as representative of
the several Initial Purchasers.
WHEREAS, the Company and the Initial Purchasers are parties to the existing
Purchase Agreement;
WHEREAS, the Company and the Initial Purchasers wish to extend the period
of time which the Initial Purchasers have to exercise the option to purchase the
Option Securities from 45 days from the date of the Purchase Agreement to 60
days from the date of the Purchase Agreement; and
WHEREAS, the Company and the Initial Purchasers desire to amend the
Purchase Agreement in accordance with Section 15 thereof as set forth below.
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Amendment, the parties
mutually agree as follows:
1. That the second sentence of Section 2(b) of the Purchase Agreement be
deleted and replaced in its entirety with the following:
"The option granted hereunder may be exercised at any time upon
notice by the Initial Purchasers to the Company which notice may
be given at any time within 60 days from the date of this
Agreement."
2. All capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Purchase Agreement.
3. All other terms and provisions of the Purchase Agreement shall remain
in full force and effect in accordance with the terms thereof.
4. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument. For
purposes of executing this Amendment, (a) a document signed and
transmitted by facsimile machine or telecopier shall be treated as a
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original document; (b) the signature of any party on such document
shall be considered an original signature; (c) the document
transmitted (or the document of which the page containing the
signature or signature of one or more parties is transmitted) shall
have the same effect as a counterpart thereof containing original
signatures.
5. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
[Remainder of Page Left Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1
to the PURCHASE AGREEMENT as of the date set forth in the first paragraph
hereof:
COMPANY:
ALKERMES, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President and
Chief Financial Officer
AGREED AND ACCEPTED as of
the date first above written.
FLEETBOSTON XXXXXXXXX XXXXXXXX INC.
XXXXX, XXXXXXXX & XXXX, INC.
ING BARINGS LLC
X.X. XXXXXX SECURITIES INC.
PAINEWEBBER INCORPORATED
XX XXXXX SECURITIES CORPORATION
U.S. BANCORP XXXXX XXXXXXX INC.
BY: FLEETBOSTON XXXXXXXXX XXXXXXXX INC.
By:/s/ Xxxxxxx Xxxxx
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Authorized Signatory
