WWW.EXFILE.COM, INC. -- 14526 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.6 TO FORM 10-Q


    EXHIBIT
      10.6

     

    AMENDMENT
      TO SUBSCRIPTION AND STOCKHOLDER AGREEMENT

     

    THIS
      AMENDMENT TO SUBSCRIPTION AND STOCKHOLDER AGREEMENT (this "Amendment"), dated
      as
      of April 21, 2006, between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation
      (“Boston Scientific”), and ABBOTT LABORATORIES, an Illinois corporation (“Abbott”).


     

    WHEREAS,
      Boston Scientific and Abbott are parties to that certain Subscription and
      Stockholder Agreement dated as of the date hereof, pursuant to which Abbott
      is
      purchasing from Boston Scientific, and Boston Scientific is issuing and selling
      to Abbott, shares of common stock, par value $0.01 per share of Boston
      Scientific (the "Agreement"); and 

     

    WHEREAS,
      Boston Scientific and Abbott desire to amend the Agreement as provided in this
      Amendment in accordance with Section 7.11
      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.    Registration
      Rights; Registration Procedures.
      The
      second sentence of Section 4.2(a) of the Agreement is hereby amended and
      restated to read as follows: 

     

    "To
      the
      extent such issuance of the Shares has not been registered pursuant to an
      effective Registration Statement on or prior to the Share Closing Date, Boston
      Scientific shall, on or prior to the Share Closing Date, file with the SEC
      a
      "shelf" registration statement on Form S-3 pursuant to Rule 415
      under
      the
      Securities Act (including the Registration Statement, to the extent it is used
      as a resale shelf registration statement for the Shares, the "Shelf
      Registration") with respect to the Shares issuable by Boston Scientific to
      Abbott pursuant to this Agreement, and thereafter shall (x) use its reasonable
      best efforts to (A)
      have
      the
      Shelf Registration declared effective (or take such steps to make it
      automatically effective) as soon as reasonably practicable thereafter, and
      (B)
      keep the Shelf Registration continuously effective from the date such Shelf
      Registration is declared effective until at least the second anniversary of
      such
      effective date (the "Effectiveness Period") in order to permit the prospectus
      forming a part thereof to be usable by Abbott and its Affiliates during such
      period, (y) in addition to undertaking any other obligations pursuant to this
      Section 4.2, (A) file on the Share Closing Date (but after the Share Closing)
      with the SEC (and deliver an electronic copy of the same to Abbott) a prospectus
      supplement to the automatic shelf registration statement filed by Boston
      Scientific on March 22, 2006 (the "Automatic Shelf”) meeting the applicable
      requirements of the Securities Act which shall provide for the resale of the
      Shares issued to Abbott pursuant to Section 2.1
      pursuant
      to the Automatic Shelf and (B) with respect to the Shares to be issued to Abbott
      pursuant to Section 2.3, to the extent Boston Scientific fails to 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    deliver
      Shares registered under the Securities Act, file on the Interest Reimbursement
      Issuance Date with the SEC (and deliver an electronic copy of the same to
      Abbott) a prospectus supplement to the Automatic Shelf meeting the applicable
      requirements of the Securities Act which shall provide for the resale of such
      Shares pursuant to the Automatic Shelf and (z) pay the required SEC filing
      fees
      relating to the Shares issuable by Boston Scientific to Abbott pursuant to
      this
      Agreement within the time required by Rule 456(b)(1) under the Securities Act
      in
      accordance with Rules 456(b) and 457(r) under the Securities Act (except that
      (A) with respect to such filing fees relating to the Shares issued to Abbott
      pursuant to Section 2.1, such fees shall be paid on the Share Closing Date
      and
      (B) with respect to such filing fees relating to the Shares issued to Abbott
      pursuant to Section 2.3, such fees, if applicable, shall be paid on the Interest
      Reimbursement Issuance Date)." 

     

    SECTION
      2.    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
      3.    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
      4.    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 and the same agreement. 

     

    [signature
      page follows] 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    


    BOSTON
      SCIENTIFIC CORPORATION

    


    


    By: 
      /s/                                                                                             


    Name:    Lawrence
      C. Best

    
      	 	
              Title:
                

            	
              Executive
                Vice President and Chief Financial
                Officer

            


    

    


     

    
 

    


    ABBOTT
      LABORATORIES

     

    


    By: 
      /s/                                                                                                     

    Name:    Thomas
      C. Freyman

    
      	 	
              Title:
                

            	
              Executive
                Vice President, Finance and Chief Financial
                Officer