EXHIBIT 2.3
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This Second Amendment to Asset Purchase Agreement (the "Amendment") is
entered into as of December 23, 1998, by and between ZEVEX, Inc. a Delaware
corporation, ("Buyer") and Nutrition Medical, Inc., a Minnesota corporation
("Target").
The parties to this Amendment have previously entered into the Asset
Purchase Agreement, dated July 27, 1998, which was amended by the First
Amendment to Asset Purchase Agreement, dated December 23, 1998 (collectively,
the "Purchase Agreement").
The parties now desire to amend the Purchase Agreement in certain respects
as provided in this Amendment.
Now, therefore, in consideration of the covenants made herein and the
Purchase Agreement, the parties hereby agree as follows.
1. AMENDMENT. Schedule 2(a)(vii)(A) is hereby amended to delete the phrase
"Agreement between Venusa, Ltd. and Elan Pharma, dated 5/28/97".
2. MISCELLANEOUS. This Amendment to the Purchase Agreement is incorporated in
and supersedes the terms of the Purchase Agreement only with regard to the
sections specifically identified herein. All other terms and provisions in the
Purchase Agreement remain in full force and effect. The Purchase Agreement and
this Amendment contain the entire understanding between the parties related to
the subject matter hereof and thereof and supersede all prior oral or written
agreements or understandings with respect to the subject matter hereof and
thereof. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
ZEVEX, INC., NUTRITION MEDICAL, INC.,
a Delaware corporation a Minnesota corporation
By: By:
------------------------ ---------------------------
Name: Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer Title: Chief Operating Officer
1
