WWW.EXFILE.COM, INC. -- 14526 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.3 TO FORM 10-Q


    EXHIBIT
      10.3


     

    AMENDMENT
      TO PURCHASE AGREEMENT 

     

    THIS
      AMENDMENT TO PURCHASE AGREEMENT (this "Amendment"), dated as of April
      21 ,2006,
      between GUIDANT CORPORATION, an Indiana corporation ("Guidant"), and ABBOTT
      LABORATORIES, an Illinois corporation ("Abbott"). 

     

    WHEREAS,
      Guidant and Abbott are parties to that certain Purchase Agreement dated as
      of
      the date hereof, pursuant to which Abbott is acquiring certain assets and
      businesses and assuming certain liabilities of Guidant (the "Agreement"); and
      

     

    WHEREAS,
      Guidant and Abbott desire to amend the Agreement as provided in this Amendment
      in accordance with Section 11.07 of the Agreement. 

     

    NOW,
      THEREFORE, in consideration of the foregoing and the promises and mutual
      agreements contained in this Amendment, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      and
      intending to be legally bound, the parties hereto agree as follows:


     

    SECTION
      1. Certain
      Definitions.
      Notwithstanding anything to the contrary in the Agreement, the parties agree
      and
      acknowledge that (a) in Section 1.01 of the Agreement the definitions of
      "License and Technology Transfer Agreement" and "Supply Agreements" are hereby
      deleted, and (b) all other references to "Supply Agreements" in the Agreement
      mean the provisions of Section 5.07 of the Transaction Agreement and all other
      references to "License and Technology Agreement" in the Agreement mean the
      provisions of Section 5.08 of the Transaction Agreement. 

     

    SECTION
      2.
      Intercompany
      Receivables and Payables.
      For the
      avoidance of doubt, the parties hereby agree and acknowledge that (a)
      notwithstanding Section 2.02(a)(ix), Section 2.02(a)(xii) and 2.02(c)(ii),
      the
      Purchased Assets shall include intercompany receivables only to the extent
      such
      intercompany receivables are between Transferred Subsidiaries, and (b)
      notwithstanding Section 2.03(b)(vi), the Excluded Liabilities shall not include
      intercompany payables only to the extent such intercompany payables are between
      Transferred Subsidiaries. 

    


    SECTION3.
      Cash
      and Indebtedness.
      Notwithstanding anything to the contrary in the Agreement, the parties agree
      and
      acknowledge that (a) Assumed Liabilities shall include the indebtedness of
      Guidant International Trading (Shanghai) Co. Ltd. as of the Deferred Local
      Closing equal to (i) money borrowed under a Citibank credit line in the amount
      of 1,200,000.00 CNY, plus (ii) accrued interest as of the date of the Deferred
      Local Closing (the "Outstanding China Borrowings"), and (b) the Assets shall
      include an amount of cash of Guidant International Trading (Shanghai) Co. Ltd.
      as of the Deferred Local Closing equal to the Outstanding China Borrowings.
      

     

    SECTION
      4. Receipts
      and Local Payments.
      Notwithstanding anything in the Agreement to the contrary, the parties hereby
      agree that the receipt to be delivered by Guidant pursuant to Section 2.07(d)
      shall exclude: (a) that portion of the Initial Purchase Price attributable
      to
      Austria, India, Norway and Thailand (the "Local Cash Consideration") which
      shall
      be paid locally to the respective Asset Sellers located in such countries by
      wire transfer in immediately available funds to such Asset Sellers on or prior
      to two Business Days after the Closing, and each such Asset 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Seller
      shall deliver a receipt
      for the Local Cash Consideration to the relevant Asset Purchaser when such
      Asset
      Seller receives the Local Cash consideration in its bank account; (b) the
      portion of the Initial Purchase Price allocated to a Deferred Local Closing
      (the
      "Deferred Cash Consideration") which shall be paid at the time of such Deferred
      Local Closing, and Guidant or the applicable Asset Seller(s) shall deliver
      a
      receipt for the Deferred Cash Consideration to the relevant Asset Purchaser
      when
      the Deferred Cash Consideration is received; and (c) the portion of the Initial
      Purchase Price set forth in Schedule 2.02(e), and Guidant shall deliver a
      separate receipt for such portion to the applicable IP Purchaser. 

    


    SECTION
      5. Exchange
      Rate.
      Each of
      the parties agrees and acknowledges that: (a) for the Local Cash Consideration
      allocated to India and Thailand, the exchange rate shall be determined as set
      forth in Section 11.15; and (b) for the Local Cash Consideration allocated
      to
      Austria and Norway, the exchange rate shall be approximately the exchange rates
      between the Dollar and the Euro or the Norwegian Krone, as the case may be,
      reported on the Bloomberg screen at 7:00 am EDT on the date of the Closing.
      

     

    SECTION
      6. Intellectual
      Property Transfer Agreement.
      Notwithstanding anything to the contrary in Section 2.02(e), Guidant Luxembourg
      S.a.r.1. shall be an IP Seller and the Intellectual Property Transfer Agreement
      shall be executed at the Closing. 

     

    SECTION
      7. Closing.
      For the
      avoidance of doubt, the parties agree and acknowledge that the Closing shall
      be
      effective as of the opening of business in each country on April 21, 2006.
      

     

    SECTION
      8. Ratification
      of Agreement.
      Except
      as expressly provided in this Amendment, all of the terms, covenants, and other
      provisions of the Agreement are hereby ratified and confirmed and shall continue
      to be in full force and effect in accordance with their respective terms. From
      and after the date hereof, all references to the Agreement shall refer to the
      Agreement as amended by this Amendment. Capitalized terms used but not defined
      in this Amendment shall have the meanings assigned to them in the Agreement.
      

     

    SECTION
      9. Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York. All Actions arising out of or relating to this Amendment
      shall be heard and determined exclusively in any New York federal court sitting
      in the Borough of Manhattan of The City of New York; provided, however, that
      if
      such federal court does not have jurisdiction over such Action, such Action
      shall be heard and determined exclusively in any New York
      state court sitting in the Borough of Manhattan of The City of New York.


    


    SECTION
      10. Counterparts.
      This
      Amendment may be executed and delivered (including by facsimile
      transmission) in one or more counterparts, and by the different parties hereto
      in separate counterparts, each of which when executed shall be deemed to be
      an
      original, but all of which taken together shall constitute one aid the same
      agreement. 

    


    [signature
      page follows]
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Guidant and Abbott have caused this Amendment to be executed
      as
      of the date first written above by their respective officers thereunto duly
      authorized. 

     

    
      	 	 	 
	 	GUIDANT
              CORPORATION 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name: Bernard
              E. Kury
	 	Title: Vice
              President and General
              Counsel 


    

    
       

      
        	 	 	 
	 	ABBOTT
                LABORATORIES 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name: Thomas
                C. Freyman 
	 	Title:
                 Executive
                Vice President, Finance and Chief Financial
                Officer