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Exhibit 2.2
MEDISYS PLC
Dock Lane, Melton
Suffolk IP121PE
England
January 5, 2001
Chronimed Inc.
10900 Red Circle Drive
Minnetonka, Minnesota 55343
MEDgenesis Inc.
10900 Red Circle Drive
Minnetonka, Minnesota 55343
Re: Amendment to Asset Purchase Agreement, dated as of December 1,
2000, by and between Chronimed Inc., MEDgenesis Inc., Medisys plc
and Hypoguard America Limited
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Gentlemen:
Reference is made to the Asset Purchase Agreement, dated as of December 1,
2000 (the "Agreement"), by and between Chronimed Inc., a Minnesota corporation
("Parent"), MEDgenesis Inc., a Minnesota corporation and a wholly-owned
subsidiary of Parent ("Seller"), Medisys plc, a corporation organized under the
laws of Scotland ("Buyer") and Hypoguard America Limited, a private limited
company organized under the laws of England and Wales and a wholly-owned
subsidiary of Buyer ("Newco"). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Agreement.
Notwithstanding any provision in the Agreement to the contrary including,
without limitation, Section 1.7 of the Agreement, the parties hereto hereby
agree that
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Newco and its accountants shall have the right during the sixty (60)
days following the receipt by Buyer of the Preliminary Closing Date Balance
Sheet to examine the Preliminary Closing Date Balance Sheet and all records used
to prepare such Preliminary Closing Date Balance Sheet. The parties hereto
further agree that Newco shall notify Seller in writing, on or before the last
day of such sixty (60) day period, of any good faith objections to the
Preliminary Closing Date Balance Sheet, setting forth a detailed description of
Newco's objections and the dollar amount of each objection. If Newco does not
deliver such notice within such sixty (60) day period, the Preliminary Closing
Date Balance Sheet shall be deemed to have been accepted by Newco.
Except to the extent each is expressly amended by the terms of this letter,
all terms and conditions of the Agreement and all other instruments and
agreements executed thereunder or in connection therewith shall remain in full
force and effect in accordance with their terms. This letter may be amended,
supplemented or otherwise modified only by written instrument executed by the
parties hereto.
[SIGNATURE PAGE FOLLOWS]
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This letter may be executed simultaneously in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
MEDISYS PLC
By: /s/ Michael Barry
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Name: Michael Barry
Title: Chief Financial Officer
HYPOGUARD AMERICA LIMITED
By: /s/ Michael Barry
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Name: Michael Barry
Title: Chief Financial Officer
AGREED TO AND ACCEPTED (as of the date first-above written):
CHRONIMED INC.
By: /s/ Kenneth S. Guenthner
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Name: Kenneth S. Guenthner
Title: Secretary
MEDgenesis Inc.
By: /s/ Kenneth S. Guenthner
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Name: Kenneth S. Guenthner
Title: Secretary
