STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT ("Option Agreement") dated
February 7, 1996, between CARDINAL HEALTH, INC. ("Cardinal"),
an Ohio corporation and PYXIS CORPORATION ("Pyxis"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Board of Directors of Cardinal and the
Board of Directors of Pyxis have approved an Agreement and
Plan of Merger dated as of even date herewith (the "Merger
Agreement") providing for the merger of a wholly owned
subsidiary of Cardinal with and into Pyxis;
WHEREAS, as a condition and inducement to
Cardinal's willingness to enter into the Merger Agreement,
Cardinal has required that Pyxis agree, and Pyxis has agreed,
to grant to Cardinal the option set forth herein to purchase
authorized but unissued shares of Pyxis Common Stock;
NOW, THEREFORE, in consideration of the premises
herein contained, the parties agree as follows:
1. Definitions.
Capitalized terms used but not defined herein shall
have the same meanings as in the Merger Agreement.
2. Grant of Option.
Subject to the terms and conditions set forth
herein, Pyxis hereby grants to Cardinal an irrevocable option
(the "Option") to purchase up to 7,275,861 authorized and
unissued shares of Pyxis Common Stock at a price per share
(the "Purchase Price") equal to the lower of (x) $24.80 or
(y) the Exchange Ratio multiplied by the closing price of
Cardinal Common Shares as reported on the NYSE composite tape
on the last trading day immediately preceding the Notice Date
(as hereinafter defined), payable in cash as provided in
Section 4 hereof.
3. Exercise of Option.
(a) Cardinal may exercise the Option, in whole or
in part, at any time or from time to time if a Purchase Event
(as defined below) shall have occurred; provided, however,
that, to the extent the Option shall not have been previously
exercised, it shall terminate and be of no further force and
effect upon the earliest to occur of (i) the Effective Time
of the Merger and (ii) the termination of the Merger Agree-
ment (A) in accordance with Sections 7.1(a), 7.1(b), 7.1(c)
(other than a termination by Cardinal pursuant to Section
7.1(c) of the Merger Agreement if Pyxis's or Pyxis's
affiliate's failure to perform any material covenant or
obligation under the Merger Agreement has been the cause of
or resulted in the failure of the Merger to occur on or
before June 30, 1996), 7.1(d), 7.1(g) or 7.1(i) of the Merger
Agreement; provided further, however, if (x) the Merger
Agreement is terminated other than as provided in clause (ii)
above, or (y) the termination of the Merger Agreement (other
than a termination (I) pursuant to Sections 7.1(a), 7.1(c)
(other than a termination by Cardinal pursuant to Section
7.1(c) of the Merger Agreement if Pyxis's or Pyxis's
affiliate's failure to perform any material covenant or
obligation under the Merger Agreement has been the cause of
or resulted in the failure of the Merger to occur on or
before June 30, 1996), 7.1(g) or 7.1(i) or (II) by Aztec
pursuant to Section 7.1(d)) occurs after a Purchase Event,
the Option shall not terminate until the date that is 12
months following such termination. Notwithstanding the
foregoing, if the Option cannot be exercised before its date
of termination as a result of any injunction, order or simi-
lar restraint issued by a court of competent jurisdiction,
the Option shall expire on the 30th business day after such
injunction, order or restraint shall have been dissolved or
when such injunction, order or restraint shall have become
permanent and no longer subject to appeal, as the case may
be.
(b) As used herein, a "Purchase Event" shall mean
any of the following events:
(i) any person (other than Cardinal or any of its
subsidiaries) shall have commenced (as such term is
defined in Rule 14d-2 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), or shall have
filed a registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), with respect
to, a tender offer or exchange offer to purchase any
shares of Pyxis Common Stock such that, upon
consummation of such offer, such person would own or
control 10% or more of the then outstanding Pyxis Common
Stock;
(ii) Pyxis or any of its subsidiaries shall or
shall have entered into, authorized, recommended,
proposed or publicly announced an intention to enter
into, authorize, recommend, or propose, an agreement,
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arrangement or understanding with any person (other than
Cardinal or any of its subsidiaries) to, or any person
(other than Cardinal or any of its subsidiaries) shall
have publicly announced a bona fide intention to, (A)
effect any Competing Transaction, (B) purchase, lease or
otherwise acquire 10% or more of the assets of Pyxis or
any of its subsidiaries or (C) purchase or otherwise
acquire (including by way of merger, consolidation,
tender or exchange offer or similar transaction) Benefi-
cial Ownership (as defined below) of securities repre-
senting 10% or more of the voting power of Pyxis or any
of its subsidiaries;
(iii) any person (other than Cardinal or any
subsidiary of Cardinal) shall have acquired Beneficial
Ownership or the right to acquire Beneficial Ownership
of 10% or more of the voting power of Pyxis;
(iv) Pyxis's Board of Directors shall have with-
drawn or modified in a manner adverse to Cardinal the
recommendation of Pyxis's Board of Directors with
respect to the Merger Agreement and/or the Merger;
(v) if at the meeting of Pyxis Stockholders
(including any adjournment or postponement thereof) the
requisite vote of the Pyxis Stockholders to approve the
Merger and the transactions contemplated by the Merger
Agreement shall not have been obtained; or
(vi) the Merger Agreement shall have been
terminated by either party pursuant to Section 7.1
thereof (other than a termination pursuant to Sections
7.1(a), 7.1(b), 7.1(c) (other than a termination by
Cardinal pursuant to Section 7.1(c) of the Merger
Agreement if Pyxis's or Pyxis's affiliate's failure to
perform any material covenant or obligation under the
Merger Agreement has been the cause of or resulted in
the failure of the Merger to occur on or before June 30,
1996), 7.1(d), 7.1(g) or 7.1(i)) or any event shall have
occurred that would cause any party thereto to have the
right to so terminate the Merger Agreement.
(c) As used herein, the terms "Beneficial Owner-
ship", "Beneficial Owner" and "Beneficially Own" shall have
the meanings ascribed to them in Rule 13d-3 under the Ex-
change Act. As used herein, "person" shall have the meaning
specified in Sections 3(a)(9) and 13(d)(3) of the Exchange
Act.
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(d) In the event Cardinal wishes to exercise the
Option, it shall deliver to Pyxis a written notice (the date
of which being herein referred to as the "Notice Date")
specifying (i) the total number of shares it intends to pur-
chase pursuant to such exercise and (ii) a place and date not
earlier than two business days nor later than 60 calendar
days from the Notice Date for the closing of such purchase
(the "Closing Date"); provided that if the closing of the
purchase and sale pursuant to the Option (the "Closing")
cannot be consummated by reason of any applicable judgment,
decree, order, law or regulation, the period of time that
otherwise would run pursuant to this sentence shall run
instead from the date on which such restriction on
consummation has expired or been terminated; and, provided
further that, without limiting the foregoing, if prior
notification to or approval of any regulatory authority is
required in connection with such purchase, Cardinal and, if
applicable, Pyxis shall promptly file the required notice or
application for approval and shall expeditiously process the
same (and Pyxis shall cooperate with Cardinal in the filing
of any such notice or application and the obtaining of any
such approval), and the period of time that otherwise would
run pursuant to this sentence shall run instead from the date
on which, as the case may be, (i) any required notification
period has expired or been terminated or (ii) such approval
has been obtained, and in either event, any requisite waiting
period has passed.
(e) In the event (i) Cardinal receives official
notice that an approval of any regulatory authority required
for the purchase of Option Shares would not be issued or
granted or (ii) a Closing Date shall not have occurred within
18 months after the related Notice Date due to the failure to
obtain any such required approval, Cardinal shall be entitled
to exercise its right as set forth in Section 7 or, to the
extent legally permitted, to exercise the Option in
connection with the resale of Pyxis Common Stock or other
securities pursuant to a registration statement as provided
in Section 9. The provisions of this Section 3 and Section 6
shall apply with appropriate adjustments to any such
exercise.
4. Payment and Delivery of Certificates.
(a) At the Closing, referred to in Section 3
hereof, Cardinal shall pay to Pyxis the aggregate Purchase
Price for the shares of Pyxis Common Stock purchased pursuant
to the exercise of the Option in immediately available funds
by wire transfer to a bank account designated not later than
one business day prior to the Closing Date by Pyxis.
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(b) At such closing, simultaneously with the de-
livery of cash as provided in Section 4(a), Pyxis shall de-
liver to Cardinal a certificate or certificates representing
the number of shares of Pyxis Common Stock purchased by
Cardinal, registered in the name of Cardinal or a nominee
designated in writing by Cardinal, which shares shall be
fully paid and non-assessable and free and clear of all
liens, claims, charges and encumbrances of any kind
whatsoever.
(c) If at the time of issuance of any Pyxis Common
Stock pursuant to any exercise of the Option, Pyxis shall
have issued any share purchase rights or similar securities
to holders of Pyxis Common Stock, then each such share of
Pyxis Common Stock shall also represent rights with terms
substantially the same as and at least as favorable to
Cardinal as those issued to other holders of Pyxis Common
Stock.
(d) Certificates for Pyxis Common Stock delivered
at any closing hereunder shall be endorsed with a restrictive
legend which shall read substantially as follows:
The shares represented by this certificate are
subject to certain provisions of an agreement
between the registered holder hereof and Pyxis
Corporation, a copy of which is on file at the
principal office of Pyxis Corporation, and to
resale restrictions arising under the Securities
Act of 1933, as amended, and any applicable state
securities laws. A copy of such agreement will be
provided to the holder hereof without charge upon
receipt by Pyxis Corporation of a written request
therefor.
It is understood and agreed that the above legend shall be
removed by delivery of substitute certificate(s) without such
legend if Cardinal shall have delivered to Pyxis an opinion
of counsel reasonably satisfactory to Pyxis to the effect
that such legend is not required for purposes of the
Securities Act and any applicable state securities laws.
5. Authorization, etc.
(a) Pyxis hereby represents and warrants to
Cardinal that:
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(i) Pyxis has full corporate authority to execute
and deliver this Option Agreement and to consummate the
transactions contemplated hereby;
(ii) such execution, delivery and consummation have
been authorized by the Board of Directors of Pyxis, and
no other corporate proceedings are necessary therefor;
(iii) this Option Agreement has been duly and
validly executed and delivered and represents a valid
and legally binding obligation of Pyxis, enforceable
against Pyxis in accordance with its terms;
(iv) Pyxis has taken all necessary corporate action
to authorize and reserve and permit it to issue and, at
all times from the date hereof through the date of the
exercise in full or the expiration or termination of the
Option, shall have reserved for issuance upon exercise
of the Option, 7,275,861 shares of Pyxis Common Stock,
all of which, upon issuance pursuant hereto, shall be
duly authorized, validly issued, fully paid and
nonassessable, and shall be delivered free and clear of
all claims, liens, encumbrances, restrictions and
security interests and not subject to any preemptive
rights; and
(v) The Rights Agreement dated as of August 5,
1994, between Pyxis and First Interstate Bank (the
"Rights Agreement"), has been amended, and will remain
amended (and no replacement plan will be adopted), so as
to provide that none of Cardinal and its affiliates will
become an "Acquiring Person" and that no "Stock
Acquisition Date" or "Distribution Date" (as such terms
are defined in the Rights Agreement) will occur as a
result of the execution of this Option Agreement, the
grant of the Option hereunder or the acquisition or
transfer of shares of Pyxis Common Stock by Cardinal
pursuant to the exercise, in whole or in part, of the
Option.
(b) Pyxis hereby agrees that, prior to the
termination of the Option pursuant to Section 3(a) hereof,
Pyxis shall not take, or allow to be taken, any action that
could result in the representations and warranties set forth
in Section 5(a)(v) hereof becoming false or inaccurate.
(c) Cardinal hereby represents and warrants to
Pyxis that:
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(i) Cardinal has full corporate authority to ex-
ecute and deliver this Option Agreement and to consum-
mate the transactions contemplated hereby;
(ii) such execution, delivery and consummation have
been authorized by all requisite corporate action by
Cardinal, and no other corporate proceedings are neces-
sary therefor;
(iii) this Option Agreement has been duly and
validly executed and delivered and represents a valid
and legally binding obligation of Cardinal, enforceable
against Cardinal in accordance with its terms; and
(iv) any Pyxis Common Stock or other securities ac-
quired by Cardinal upon exercise of the Option will not
be taken with a view to the public distribution thereof
and will not be transferred or otherwise disposed of ex-
cept in compliance with the Securities Act.
6. Adjustment upon Changes in Capitalization.
(a) In the event of any change in Pyxis Common
Stock by reason of a stock dividend, split-up,
recapitalization, combination, exchange of shares or similar
transaction, the type and number of shares or securities
subject to the Option, and the Purchase Price therefor, shall
be adjusted appropriately, and proper provision shall be made
in the agreements governing such transaction, so that
Cardinal shall receive upon exercise of the Option the same
class and number of outstanding shares or other securities or
property that Cardinal would have received in respect of
Pyxis Common Stock if the Option had been exercised
immediately prior to such event, or the record date therefor,
as applicable. If any additional shares of Pyxis Common
Stock are issued after the date of this Option Agreement
(other than pursuant to an event described in the first
sentence of this Section 6(a) or pursuant to this Option
Agreement) the number of shares of Pyxis Common Stock subject
to the Option shall be adjusted so that, after such issuance,
it equals 19.9% of the number of shares of Pyxis Common Stock
then issued and outstanding, without giving effect to any
shares subject to or issued pursuant to the Option.
(b) In the event that Pyxis shall enter into an
agreement (i) to consolidate with or merge into any person,
other than Cardinal or one of its subsidiaries, and shall not
be the continuing or surviving corporation of such
consolidation or merger, (ii) to permit any person, other
than Cardinal or one of its subsidiaries, to merge into Pyxis
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and Pyxis shall be the continuing or surviving corporation,
but, in connection with such merger, the then outstanding
shares of Pyxis Common Stock shall be changed into or
exchanged for stock or other securities of Pyxis or any other
person or cash or any other property or the shares of Pyxis
Common Stock outstanding immediately before such merger shall
after such merger represent less than 50% of the outstanding
common shares and common share equivalents of Pyxis, or (iii)
to sell or otherwise transfer all or substantially all of its
assets to any person, other than Cardinal or one of its
subsidiaries, then, and in each such case, the agreement
governing such transaction shall make proper provisions so
that the Option shall, upon the consummation of any such
transaction and upon the terms and conditions set forth
herein, be converted into, or exchanged for, an option, at
the election of Cardinal, with respect to any of the
following persons (as designated by Cardinal) (I) the
Acquiring Corporation (as defined below), (II) any person
that controls the Acquiring Corporation, or (III) in the case
of a merger described in clause (ii), Pyxis.
(c) For purposes hereof, "Acquiring Corporation"
means (i) the continuing or surviving corporation of a
consolidation or merger with Pyxis (if other than Pyxis),
(ii) Pyxis in a merger in which Pyxis is the continuing or
surviving corporation and (ii) the transferee of all or
substantially all of Pyxis's assets. The provisions of
Sections 7, 8, 9 and 10 shall apply with appropriate
adjustments to any securities for which the Option becomes
exercisable pursuant to this Section 6.
7. Repurchase.
(a) At the request of Cardinal at any time
commencing upon the occurrence of a Purchase Event and ending
13 months immediately thereafter (the "Cardinal Repurchase
Period"), Pyxis (or any successor entity thereof) shall
repurchase the Option from Cardinal together with all (but
not less than all) shares of Pyxis Common Stock purchased by
Cardinal pursuant thereto with respect to which Cardinal then
has Beneficial Ownership, at a price (when calculated on a
per share basis, the "Per Share Repurchase Price") equal to
the sum of:
(i) The difference between (A) the "Market/Tender
Offer Price" for shares of Pyxis Common Stock (defined
as the higher of (x) the highest price per share at
which a tender or exchange offer has been made for
shares of Pyxis Common Stock or (y) the highest closing
mean of the "bid" and the "ask" price per share of Pyxis
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Common Stock reported by the Nasdaq National Market, the
automated quotation system of the National Association
of Securities Dealers, Inc., for any day within that
portion of the Cardinal Repurchase Period which precedes
the date Cardinal gives notice of the required
repurchase under this Section 7) and (B) the exercise
price as determined pursuant to Section 2 hereof
(subject to adjustment as provided in Section 6), mul-
tiplied by the number of shares of Pyxis Common Stock
with respect to which the Option has not been exercised,
but only if such Market/Tender Offer Price is greater
than such exercise price;
(ii) The exercise price paid by Cardinal for any
shares of Pyxis Common Stock acquired pursuant to the
Option;
(iii) The difference between the Market/Tender
Offer Price and the exercise price paid by Cardinal for
any shares of Pyxis Common Stock purchased pursuant to
the exercise of the Option, multiplied by the number of
shares so purchased, but only if such Market/Tender
Offer Price is greater than such exercise price; and
(iv) Cardinal's out-of-pocket expenses incurred in
connection with pursuing the transactions contemplated
by the Merger Agreement, including, without limitation,
legal, accounting and investment banking fees, up to but
not in excess of an amount equal to $2 million in the
aggregate, less any amounts previously paid by Pyxis to
Cardinal solely in reimbursement for Costs pursuant to
Section 7.2 of the Merger Agreement.
(b) In the event Cardinal exercises its rights un-
der this Section 7, Pyxis shall, within 10 business days
thereafter, pay the required amount to Cardinal by wire
transfer of immediately available funds to an account
designated by Cardinal and Cardinal shall surrender to Pyxis
the Option and the certificates evidencing the shares of
Pyxis Common Stock purchased thereunder with respect to which
Cardinal then has Beneficial Ownership.
(c) In determining the Market/Tender Offer Price,
the value of any consideration other than cash shall be de-
termined by an independent nationally recognized investment
banking firm selected by Cardinal and reasonably acceptable
to Pyxis.
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8. Repurchase at Option of Pyxis
Except to the extent that Cardinal shall have
previously exercised its rights under Section 7, at the re-
quest of Pyxis during the six-month period commencing 13
months following the first occurrence of a Purchase Event,
Pyxis may repurchase from Cardinal, and Cardinal shall sell
to Pyxis, all (but not less than all) of the Pyxis Common
Stock acquired by Cardinal pursuant to the Option and with
respect to which Cardinal has Beneficial Ownership at the
time of such repurchase at a price per share equal to the
greater of (i) 110% of the Market/Tender Offer Price per
share (calculated in the manner set forth in Section 7(a)(i)
hereof but utilizing the period beginning on the occurrence
of a Purchase Event and ending on the date Pyxis exercises
its repurchase right pursuant to this Section 8), (ii) the
Per Share Repurchase Price or (iii) the sum of (A) the
aggregate Purchase Price of the shares so repurchased plus
(B) interest on the aggregate Purchase Price paid for the
shares so repurchased from the date of purchase by Cardinal
to the date of repurchase at the highest rate of interest an-
nounced by Bank One, Columbus, NA as its prime or base
lending or reference rate during such period, less any
dividends received on the shares so repurchased, plus (C)
Cardinal's out-of-pocket expenses incurred in connection with
pursuing the transactions contemplated by the Merger
Agreement, including, without limitation, legal, accounting
and investment banking fees, less any amounts previously paid
by Pyxis to Cardinal solely in reimbursement for Costs
pursuant to Section 7.2(i) of the Merger Agreement, which sum
shall be divided by the number of shares of Pyxis Common
Stock to be repurchased by Pyxis. Any repurchase under this
Section 8 shall be consummated in accordance with Section
7(b).
9. Registration Rights.
At any time after a Purchase Event, Pyxis shall, if
requested by any holder or Beneficial Owner of shares of
Pyxis Common Stock issued upon exercise of the Option (each a
"Holder"), as expeditiously as possible file a registration
statement on a form for general use under the Securities Act
if necessary in order to permit the sale or other disposition
of the shares of Pyxis Common Stock that have been acquired
upon exercise of the Option in accordance with the intended
method of sale or other disposition requested by any such
Holder. Each such Holder shall provide all information
reasonably requested by Pyxis for inclusion in any
registration statement to be filed hereunder. Pyxis shall
use its best efforts to cause such registration statement
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first to become effective and then to remain effective for
such period not in excess of 180 days from the day such
registration statement first becomes effective as may be
reasonably necessary to effect such sales or other disposi-
tions. The registration effected under this Section 9 shall
be at Pyxis's expense except for underwriting commissions and
the fees and disbursements of such Holders' counsel at-
tributable to the registration of such Pyxis Common Stock.
In no event shall Pyxis be required to effect more than two
registrations hereunder. The filing of any registration
statement required hereunder may be delayed for such period
of time (not to exceed 60 days) as may reasonably be required
to facilitate any public distribution by Pyxis of Pyxis
Common Stock or if a special audit of Pyxis would otherwise
be required in connection therewith. If requested by any
such Holder in connection with such registration, Pyxis shall
become a party to any underwriting agreement relating to the
sale of such shares on terms and including obligations and
indemnities which are customary for parties similarly
situated. Upon receiving any request for registration under
this Section 9 from any Holder, Pyxis agrees to send a copy
thereof to any other person known to Pyxis to be entitled to
registration rights under this Section 9, in each case by
promptly mailing the same, postage prepaid, to the address of
record of the persons entitled to receive such copies.
10. Listing.
If Pyxis Common Stock or any other securities to be
acquired upon exercise of the Option are then listed on the
Nasdaq National Market or any national securities exchange,
Pyxis, upon the request of Cardinal, will promptly file an
application to list the shares of Pyxis Common Stock or other
securities to be acquired upon exercise of the Option on the
Nasdaq National Market or such exchange and will use its best
efforts to obtain approval of such listings as soon as
practicable.
11. Severability.
Any term, provision, covenant or restriction con-
tained in this Option Agreement held by a court or other
Governmental Authority of competent jurisdiction to be
invalid, void or unenforceable, shall be ineffective to the
extent of such invalidity, voidness or unenforceability, but
neither the remaining terms, provisions, covenants or
restrictions contained in this Option Agreement nor the
validity or enforceability thereof in any other jurisdiction
shall be affected or impaired thereby. Any term, provision,
covenant or restriction contained in this Option Agreement
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that is so found to be so broad as to be unenforceable shall
be interpreted to be as broad as is enforceable.
12. Miscellaneous.
(a) Expenses. Each of the parties hereto shall
pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, in-
cluding fees and expenses of its own financial consultants,
investment bankers, accountants and counsel, except as other-
wise provided herein.
(b) Entire Agreement. This Agreement, the Support
Agreements, the Merger Agreement (including the documents and
the instruments referred to therein) and the Confidentiality
Agreement constitute the entire agreement among the parties
and supersede all prior agreements and understandings,
agreements or representations by or among the parties,
written and oral, with respect to the subject matter hereof
and thereof.
(c) Successors; No Third Party Beneficiaries. The
terms and conditions of this Option Agreement shall inure to
the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns. Nothing
in this Option Agreement, expressed or implied, is intended
to confer upon any party, other than the parties hereto, and
their respective successors and assigns, any rights, reme-
dies, obligations, or liabilities under or by reason of this
Option Agreement, except as expressly provided herein.
(d) Notices. All notices or other communications
which are required or permitted hereunder shall be in writing
and sufficient if delivered in accordance with Section 8.2 of
the Merger Agreement (which is incorporated herein by ref-
erence).
(e) Counterparts. This Option Agreement may be
executed in counterparts, and each such counterpart shall be
deemed to be an original instrument, but both such counter-
parts together shall constitute but one agreement.
(f) Further Assurances. In the event of any
exercise of the Option by Cardinal, Pyxis and Cardinal shall
execute and deliver all other documents and instruments and
take all other action that may be reasonably necessary in
order to consummate the transactions provided for by such
exercise.
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(g) Specific Performance. The parties hereto
agree that if for any reason Cardinal or Pyxis shall have
failed to perform its obligations under this Option Agree-
ment, then either party hereto seeking to enforce this Option
Agreement against such non-performing party shall be entitled
to specific performance and injunctive and other equitable
relief, and the parties hereto further agree to waive any re-
quirement for the securing or posting of any bond in connec-
tion with the obtaining of any such injunctive or other equi-
table relief. This provision is without prejudice to any
other rights that either party hereto may have against the
other party hereto for any failure to perform its obligations
under this Option Agreement.
(h) Governing Law. This Option Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware applicable to agreements made and entirely
to be performed within such state. Nothing in this Option
Agreement shall be construed to require any party (or any
subsidiary or affiliate of any party) to take any action or
fail to take any action in violation of applicable law, rule
or regulation.
(i) Regulatory Approvals; Section 16(b). If, in
connection with the exercise of the Option under Section 3,
prior notification to or approval of any Governmental
Authority is required, then the required notice or applica-
tion for approval shall be promptly filed and/or expedi-
tiously processed by Pyxis and periods of time that otherwise
would run pursuant hereto (if any) shall run instead from the
date on which any such required notification period has
expired or been terminated or such approval has been
obtained, and in either event, any requisite waiting period
shall have passed. Periods of time that otherwise would run
pursuant to Sections 3, 7 or 8 shall also be extended to the
extent necessary to avoid liability under Section 16(b) of
the Exchange Act.
(j) Waiver and Amendment. Any provision of this
Agreement may be waived at any time by the party that is en-
titled to the benefits of such provision. This Option Agree-
ment may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement
executed by the parties hereto.
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IN WITNESS WHEREOF, each of the parties hereto has
executed this Option Agreement as of the date first written
above.
CARDINAL HEALTH, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chairman and CEO
PYXIS CORPORATION
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Chairman and CEO
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