Exhibit 10.99(a)
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT
BETWEEN
Q-MED INTERNATIONAL B.V.
AND
STARTSKOTTET 21914 AB
DATED AS OF MARCH 7, 2003
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT
Amendment No. 1 (the "AMENDMENT"), dated as of March 7, 2003,
to the Share Purchase Agreement (the "SHARE PURCHASE AGREEMENT"), dated as of
February 10, 2003, between Q-Med International B.V., a company organized under
the laws of the Netherlands with its statutory seat at Amsterdam, the
Netherlands and its principal offices at Naritaweg 165, 1043 BW Amsterdam, the
Netherlands (the "SELLER"), and Startskottet 21914 AB (under proposed change of
name to Medicis Sweden Holdings AB), a Swedish limited liability company with
corporate registration number 556632-3548 (the "PURCHASER"). Any capitalized
term used herein and not otherwise defined herein shall have the meaning
ascribed to it in the Share Purchase Agreement.
WHEREAS, the Parties have entered into the Share Purchase
Agreement governing the sale by the Seller of the Shares to the Purchaser and
the purchase by the Purchaser of the Shares; and
WHEREAS, the Parties desire to clarify the understanding and
intent of the Parties with respect to the Share Purchase Agreement including,
but not limited to, their mutual intention for written rectification of the
Share Purchase Agreement in order to rectify the erroneous reference to Q-Med
International Holding B.V. in the Share Purchase Agreement which is to be
replaced by reference to Q-Med International B.V., being the Seller and
therefore intended to be a party to the Share Purchase Agreement by both Parties
hereto on February 10, 2003 and ever since thereafter; and
WHEREAS, the Parties desire to clarify the understanding and
intent of the Parties with respect to the Share Purchase Agreement including,
but not limited to, their mutual intention for written clarification of the
reference to Medicis Sweden Holdings AB in the Share Purchase Agreement which is
to be replaced by reference to Startskottet 21914 AB (under proposed change of
name to Medicis Sweden Holdings AB), being the Purchaser on February 10, 2003
and ever since thereafter; and
WHEREAS, Section 11.12 of the Share Purchase Agreement
provides that the Share Purchase Agreement may be modified or amended only by
written agreement of the Parties thereto signed by authorized representatives of
the Parties thereto and specifically referencing the Share Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound hereby, the parties hereto hereby agree as follows:
1. The reference to "Q-Med International Holding B.V., a company
organized under the laws of the Netherlands" in the preamble of the Share
Purchase Agreement and the Schedules is hereby deleted and "Q-Med International
B.V., a company organized under the laws of the Netherlands with its statutory
seat at Amsterdam, the Netherlands and its principal offices at Naritaweg 165,
1043 BW Amsterdam, the Netherlands" is inserted in lieu thereof.
2. The reference to "Q-Med International Holding B.V." in Section
11.2 and the signature block to the Share Purchase Agreement is hereby deleted
and "Q-Med International B.V." is inserted in lieu thereof.
3. The reference to "Medicis Sweden Holdings AB, a company
organized under the laws of the Kingdom of Sweden" in the preamble of the Share
Purchase Agreement and the Schedules is hereby deleted and "Startskottet 21914
AB (under proposed change of name to Medicis Sweden Holdings AB), a Swedish
limited liability company with corporate registration number 556632-3548" is
inserted in lieu thereof.
4. The reference to "Medicis Sweden Holdings AB" in Section 11.2
and the signature block to the Share Purchase Agreement is hereby deleted and
"Startskottet 21914 AB (under proposed change of name to Medicis Sweden Holdings
AB)" is inserted in lieu thereof.
5. Section 3.5 is hereby amended and restated in its entirety to
read as follows:
"Except as set forth on Section 3.5 and the agreements or
other arrangements described in Section 5.15 and, as of the Closing, cash in the
amount of SEK 126,490, Newco does not have (a) any contracts, agreements,
commitments, obligations or other similar understandings, whether oral or
written, (b) any liabilities or obligations of any nature whatsoever or (c) any
assets, including but not limited to, real property, intellectual property or
personal property."
6. Section 5.15 is hereby amended and restated in its entirety to
read as follows:
On the Closing Date and for a period of at least three (3)
months thereafter, the Purchaser shall cause Newco to (a) employ the Person set
forth on Schedule 5.15 (the "NEWCO EMPLOYEE") in the same position and on the
same terms and conditions as Newco employed such Newco Employee immediately
prior to the Closing Date, unless the Newco Employee voluntarily resigns prior
to the end of such three (3) month period, and (b) honor the existing terms and
conditions of the Consulting Agreement, dated December 10, 2002, by and between
Q-Med AB and Q-Med, Inc. (the "CONSULTING AGREEMENT").
7. The second sentence in Section 9.1(b) is hereby amended and
restated in its entirety to read as follows:
"All amounts paid to Purchaser Indemnified Persons pursuant to
Section 9.1 of this Agreement and all amounts paid to Licensee Indemnified
Persons (as such term is defined in the Amended and Restated License Agreement)
pursuant to Section 9.1 of the Amended and Restated License Agreement shall be
aggregated for purposes of determining the satisfaction of the Cap."
8. The second sentence in Section 9.2(b) is hereby amended and
restated in its entirety to read as follows:
"All amounts paid to Seller Indemnified Person pursuant to
this Section 9.2 and all amounts paid to Licensor Indemnified Persons (as such
term is defined in the Amended and Restated License Agreement) pursuant to
Section 9.2 of the Amended and Restated License Agreement shall be aggregated
for purposes of determining the satisfaction of the Cap."
9. Schedule 3.4 to the Share Purchase Agreement is hereby amended
and restated in its entirety and, as so amended and restated, is set forth in
Appendix A hereto.
10. Schedule 3.5 to the Share Purchase Agreement is hereby amended
and restated in its entirety and, as so amended and restated, is set forth in
Appendix B hereto.
**Signature page follows**
IN WITNESS WHEREOF, the Parties hereto have executed this
Amendment as of the date first above written.
Q-MED INTERNATIONAL B.V.
By: /s/ Bengt Agerup
---------------------------------
Name: Bengt Agerup
Title: Director
By: /s/ Erika Kjellberg-Eriksson
---------------------------------
Name: Erika Kjellberg-Eriksson
Title: Director
STARTSKOTTET 21914 AB (UNDER PROPOSED
CHANGE OF NAME TO MEDICIS SWEDEN
HOLDINGS AB)
By: /s/ Jonah Shacknai
---------------------------------
Name: Jonah Shacknai
Title: Director