November 18, 1998
CN Biosciences, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Gentlemen,
Reference is made to that certain Agreement and Plan of Merger dated
November 18, 1998 (the "Merger Agreement") by and among our affiliate, EM
Industries, Inc., its subsidiary, EM Acquisition Corp., and CN Biosciences,
Inc., which has been reviewed by Merck KGaA. For purposes of this letter,
capitalized terms used herein shall have the meanings set forth in the Merger
Agreement, unless otherwise indicated herein.
Merck KGaA hereby undertakes to ensure that EM Industries, Inc. shall have
sufficient funds committed and available promptly to satisfy the financial
obligations of EM Industries, Inc. and EM Acquisition Corp., pursuant to
Article I of the Merger Agreement, in respect of the acceptance for payment and
purchase by EM Acquisition Corp. of the Shares in accordance with the terms
thereof and the consummation of the Merger, up to a maximum amount of
$160,000,000.
By this letter Merck KGaA has not assumed, and shall not be bound by, any
other obligations of EM Industries, Inc. or of EM Acquisition Corp. under the
Merger Agreement or otherwise.
Very truly yours,
Merck KGaA
/s/ X.X. Xxxxxxxx
