EXHIBIT 10.3
STOCK SALE AND PURCHASE AGREEMENT
DATED 31ST OF OCTOBER 2006
BETWEEN
ALLERGAN HOLDINGS FRANCE, SAS; ALLERGAN, INC.
AND
THE SHAREHOLDERS OF GROUPE CORNEAL LABORATOIRES
FIRST AMENDMENT
DATED 19 FEBRUARY 2007
Reference is made to the Stock Sale and Purchase Agreement dated 31 October 2006
between Allergan Holdings France, SAS and Allergan, Inc., on the one hand, and
the shareholders of Groupe Corneal Laboratoires, on the other hand (the "SPA").
Capitalized terms used herein and not otherwise defined have the respective
meanings assigned to them in the SPA.
The Parties wish to amend Section 2.3(b) and Section 5.23(b) of the SPA.
1. Amendment of Section 2.3(b)
Section 2.3(b) of the SPA is hereby amended to read as follows:
(b) Final Adjustment.
(i) No later than 20 February 2007, Ernst & Young shall provide
to the the Buyer and the Sellers a report stating the amounts of the Cash
Adjustment and the Indebtedness Adjustment. The amounts of the Cash
Adjustment and the Indebtedness Adjustment as so determined by Ernst &
Young shall be final and binding on the Parties, and shall be used to
determine the amount of the Final Adjustment (if any), unless, no later
than one (1) month after the receipt of such
AMENDMENT TO STOCK PURCHASE AGREEMENT
Page 2
report or, if such report is not timely received, no later than 14 March
2007, either of the Buyer or the Controlling Shareholder notifies the other
that it objects to the Indebtedness Adjustment and to the Cash Adjustment
as so determined (stating in reasonable detail the reasons for such
objection).
(ii) If no such notice of objection is given within the time
period set forth in Section 2.3(b)(i), the Indebtedness Adjustment and the
Cash Adjustment as determined by Ernst & Young shall be deemed to be final
and binding for the purposes of this Section 2.3.
(iii) If such a notice of objection is given within the time
period set forth in Section 2.3(b)(i), the Controlling Shareholder and the
Buyer shall meet and negotiate in good faith in order to reach agreement
with respect to the amount of the Final Adjustment.
(iv) If no agreement can be reached with respect to the amount of
the Final Adjustment within fifteen (15) days as from the date of such
notice of objection, the Parties agree to the appointment of BDO (the
"REVIEW ACCOUNTANTS"), said Review Accountants acting as experts and not as
arbitrators, to prepare a final and conclusive determination of the
Indebtedness Adjustment and the Cash Adjustment and of the adjustment of
the Purchase Price required as a result thereof. The Review Accountants
shall render their report within one (1) month of such retention, which
report shall be, one (1) week after it is issued, a final and binding
determination of the amount of the Indebtedness Adjustment, the Cash
Adjustment and the Purchase Price for the purposes of this Section 2.3,
absent gross error or gross negligence on the part of the Review
Accountants.
2. Amendment of Section. 5.23(b)
The date on which the Controlling Shareholder shall provide the Buyer with a
list of the accounts receivable as of 31 December 2006 and reserves made with
respect thereto, certified by Ernst & Young to be accurate, complete and
consistent with past practices (to the extent consistent with applicable GAAP)
shall be 7 March 2007.
3. No Other Amendments
Except as expressly provided herein, the SPA shall remain in full force and
effect, without modification.
AMENDMENT TO STOCK PURCHASE AGREEMENT
Page 3
Dated: ▇▇▇▇▇, ▇▇ February 2007
ALLERGAN HOLDINGS FRANCE, SAS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Mr. ▇▇▇▇ ▇▇▇▇▇▇, Duly Authorized
ALLERGAN, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Duly Authorized
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, in his name and as the duly authorized representative of the
Minority Shareholders:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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EUROPEAN PRE-FLOTATION FUND II
By: /s/ Christian d'Argoubet
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Christian d'Argoubet, Duly Authorized