Exhibit 10.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
This AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Amendment”), dated as of June 18, 2012, is made and entered into by and among Vidara Therapeutics International Limited, an Irish company (“Purchaser”), Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Parent”), Vidara Therapeutics Research Limited, an Irish company (“Opco”) and InterMune, Inc., a Delaware corporation (“Seller”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in the Agreement (as defined below).
RECITALS
WHEREAS, Purchaser, Parent, Opco and Seller entered into that certain Asset Purchase Agreement dated as of May 17, 2012 (the “Agreement”);
WHEREAS, due to a scrivener’s error, the attachment toSection 3.13(c) of the Seller Disclosure Schedule erroneously set forth the number of “Vials Sold Canada” and “Vials Sold US”;
WHEREAS, due to a scrivener’s error,Schedule 1.1(d) to the Agreement andSection 3.7 of the Seller Disclosure Schedule included an agreement which is not an Assumed Contract; and
WHEREAS, Purchaser, Parent, Opco and Seller desire to amend the Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.1Amendments.
(a) The attachment toSection 3.13(c) of the Seller Disclosure Schedule is hereby amended and restated in its entirety as set forth inExhibit A hereto.
(b) The following agreement is hereby deleted in its entirety fromSchedule 1.1(d) to the Agreement andSection 3.7 of the Seller Disclosure Schedule: Second Amended and Restated Materials Transfer Agreement between National Jewish Health and InterMune, Inc. dated November 22, 2010.
Section 1.2Miscellaneous Provisions.
(a)Article X of the Agreement shall apply heretomutatis mutandis.
(Signature Pages Follow)
IN WITNESS WHEREOF, the Parties have caused the Amendment to be executed as of the first date written above.
VIDARA THERAPEUTICS INTERNATIONAL LIMITED | ||
| By: | /s/ Bala Venkataraman | |
| Name: | Bala Venkataraman | |
| Title: | Director | |
| VIDARA THERAPEUTICS HOLDINGS LLC | ||
| By: | /s/ Virinder Nohria | |
| Name: | Virinder Nohria | |
| Title: | President | |
VIDARA THERAPEUTICS RESEARCH LIMITED | ||
| By: | /s/ David G. Kelly | |
| Name: | David G. Kelly | |
| Title: | Director and Chief Financial Officer | |
Signature Page to Amendment to Asset Purchase Agreement
| INTERMUNE, INC. | ||
| By: | /s/ John C. Hodgman | |
| Name: | John C. Hodgman | |
| Title: | Chief Financial Officer and Senior Vice President, Finance | |
Signature Page to Amendment to Asset Purchase Agreement