Exhibit 10.1


 


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EXECUTION COPY


 


AMENDMENT NO. 1


to


BUSINESS TRANSFER AGREEMENT


 


This
Amendment No. 1 (this “Amendment”) is made and entered into as of March 30,
2010 by and between Orchid Chemicals & Pharmaceuticals Ltd., a company
incorporated under the Act (“Orchid”), and Hospira Healthcare India
Private Limited, a company incorporated under the Act (“Hospira”), for
the purpose of amending that certain Business Transfer Agreement, dated as of December 15,
2009, by and among Orchid, Mr. K. Raghavendra Rao and Hospira (the “Agreement”).  Capitalized terms not defined herein shall
have the meanings given to them in the Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises made by the Parties hereto
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, intending to be legally bound, the Parties hereto
agree as follows:


 


1.                                       Amendments to
Agreement.


 


A.                                  Section 2.2.3
of the Agreement is hereby amended in its entirety to read as follows:


 


 


 


 


 


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B.                                    Section 3.1
of the Agreement is hereby amended in its entirety to read as follows:


 


The cash consideration for the Transferred Assets of
the Business, exclusive of all applicable Transfer Taxes resulting from the
transfer of the Transferred Assets of the Business, is USD 392,500,000 (United
States Dollar Three Hundred Ninety Two Million Five Hundred Thousand) (the “Cash
Consideration”), subject to adjustment in accordance with Clause 3.2. At the
Closing, the Purchaser shall assume the Assumed Liabilities. The Cash
Consideration as adjusted pursuant to Clause 3.2, Clause 6.15, Clause 8.10 and
Clause 11.7, and the Assumed Liabilities are collectively referred to herein as
the “Purchase Price.”


 


C.                                    Section 3.3 of the
Agreement is hereby amended in its entirety to read as follows:


 


The Seller and the Purchaser shall sign and submit all necessary forms
to report the transactions contemplated by this Agreement for federal,
national, regional, state, local, county, city, municipal, town, village,
district, foreign or other income Tax purposes consistent with the allocation
of the Cash Consideration delivered by the Purchaser to the Seller, which
allocation


 

















 


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shall
be delivered by the Purchaser no later than 45 (forty-five) calendar days after
the Closing Date, any allocation schedule set forth in an Ancillary Agreement
and any adjustments to such amounts or allocation schedules following the
Closing (including as required by Clause 3.2) and shall not take a position for
Tax purposes inconsistent therewith. The Parties shall treat the transactions
contemplated by this Agreement in all filings with Governmental Authorities for
all Tax purposes (including consumption Taxes) consistent with the amount of
the Cash Consideration to be paid to the Seller in accordance with Clause
7.2.2, any allocation schedule set forth in an Ancillary Agreement and this
Clause 3.3.


 


D.                                   Schedule 1.1(c) of
the Agreement is hereby deleted and replaced in its entirety with Exhibit A
to this Amendment.


 


E.                                     Schedule 9.11.4
of the Agreement is hereby deleted and replaced in its entirety with Exhibit B
to this Amendment.


 


F.                                     Schedule 9.11.6
of the Agreement is hereby deleted and replaced in its entirety with Exhibit C
to this Amendment.


 


2.                                       General.  Except as amended by this Amendment, the
terms and conditions of the Agreement shall remain in full force and effect.


 


3.                                       Governing Law.  The internal laws
of India (without giving effect to any choice or conflict of law provision or rule (whether
of India or any other jurisdiction) that would cause the application of laws of
any other jurisdiction) govern all matters arising out of or relating to this
Amendment and its Exhibits and all of the transactions it contemplates,
including its validity, interpretation, construction, performance and
enforcement and any disputes or controversies arising therefrom or related
thereto.


 


4.                                       Entire Agreement.  This Amendment,
the Agreement and the exhibits, schedules and addendums hereto and thereto,
constitute the entire agreement of the Parties relating to the subject matter
hereof and supersede all previous written or oral negotiations, commitments and
writings.


 


5.                                       Execution in Counterparts.  This
Amendment may be executed in multiple counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which together
shall constitute one and the same instrument, and any Party may execute this
Amendment by signing any one or more of such originals or counterparts.  The delivery of signed counterparts by
facsimile transmission or electronic mail in “portable document format” (“.pdf”)
shall be as effective as signing and delivering the counterpart in person.


 


***SIGNATURE PAGE FOLLOWS***


 


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IN WITNESS WHEREOF, the Parties have
executed this Amendment as of the date first set forth above.


 


	
  ORCHID
  CHEMICALS & PHARMACEUTICALS LIMITED  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  K. Raghavendra Rao

  	
   

  
	
  Name:

  	
  K.
  Raghavendra Rao

  	
   

  
	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  
	
  HOSPIRA
  HEALTHCARE INDIA PRIVATE LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael B. Johannesen

  	
   

  
	
  Name:

  	
  Michael
  B. Johannesen

  	
   

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 

















 


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EXHIBIT A


 


SELLER MIXED-USE INTELLECTUAL PROPERTY


 

















 


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EXHIBIT B


 


OWNED INTELLECTUAL PROPERTY


 

















 


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EXHIBIT C


 


REGISTERED OWNED INTELLECTUAL PROPERTY