Exhibit 2.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT TO ASSET PURCHASE AGREEMENT
ThisAmendment (the “Amendment”) to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of November 29, 2010, by and amongPGxHealth, LLC, a Delaware limited liability company (“Seller”),Clinical Data, Inc., a Delaware corporation (“Seller Parent”), andTransgenomic, Inc., a Delaware corporation (“Buyer”) amends the Asset Purchase Agreement effective as of this 29th day of December, 2010, as follows:
Whereas, Buyer has determined to extend offers of employment to a greater number of the Business Employees than was previously contemplated by the Parties, thereby decreasing the amount of severance payable to certain Business Employees;
Whereas, in connection with the sublease of the Leased Real Property to Buyer, Seller and Seller Parent will be required to make certain modifications to the Leased Real Property to accommodate Buyer’s occupation of such space and, in doing so, will incur certain costs related thereto; and
Whereas, in connection with the foregoing, the Parties have agreed to adjust certain payment provisions in the Asset Purchase Agreement.
Now, Therefore, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereto covenant and agree as follows:
| | 1. | | All capitalized terms not otherwise defined herein shall have their respective meanings as defined in the Asset Purchase Agreement. |
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| | 2. | | Section 2.2(c) of the Asset Purchase Agreement is hereby deleted in its entirety and is replaced by the following: |
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| | | | “(c) issue to Seller the Second Note in the initial aggregate principal amount of $988,500 (the “Second Note Consideration” and, together with the First Note Consideration and the Closing Cash Consideration, the “Closing Consideration”).” |
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| | 3. | | The table set forth in Section 2.3 of the Asset Purchase Agreement is hereby deleted in its entirety and is replaced by the following: |
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| | | Percentage Owed |
| Collected A/R Amount | | to Seller |
| First $1,000,000 collected during the A/R Collection Period | | | [*] | % |
| Next $1,500,000 collected during the A/R Collection Period | | | [*] | % |
| All remaining amounts collected during the A/R Collection Period | | | [*] | % |
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
