Exhibit 1
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AMENDMENT No. 2 to WAIVER
AMENDMENT No. 2 to WAIVER, dated July 7, 2005, among NEOFORMA, INC.
(formerly known as XXXXXXXX.XXX, INC.), a Delaware corporation, (the
"Company"), VHA INC., a Delaware corporation ("VHA") and UNIVERSITY
HEALTHSYSTEM CONSORTIUM, an Illinois corporation ("UHC").
W I T N E S S E T H:
WHEREAS, the Company, VHA and UHC are parties to the Waiver dated
January 7, 2005 (the "Original Waiver") and an Amendment No. 1 to Waiver dated
April 7, 2005 ("Amendment No. 1"); and
WHEREAS, the parties desire to amend the Original Waiver, as amended
by Amendment No. 1, as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein contained and intending to be legally bound hereby, the
parties agree as follows:
Section 1. Amendment to Section 1 of the Original Waiver. Section 1 of
the Original Waiver, as amended by Amendment No. 1, is hereby amended by
replacing "July 7, 2005" with "October 7, 2005".
Section 2. Status of Original Waiver. Except as expressly set forth
herein, no provision or term of the Original Waiver, as amended by Amendment
No. 1, is hereby waived, modified, amended or supplemented, and all such
provisions and terms, as in effect on the date hereof, are hereby ratified and
shall remain in full force and effect. Following the execution and delivery of
this Amendment No. 2, all references to the Original Waiver shall mean
references to the Original Waiver, as amended by Amendment No. 1 and hereby.
Section 3. Amendments; Waivers. This Amendment No. 2 may not be
modified or amended except by a written instrument signed by authorized
representatives of each party and referring specifically to this Amendment No.
2. Any term, provision or condition of this Amendment No. 2 may be waived in
writing at any time by the party which is entitled to the benefit thereof.
Section 4. Counterparts. This Amendment No. 2 may be executed in
counterparts, which together shall be considered one and the same agreement and
each of which shall be deemed an original.
Section 5. Governing Law. This Amendment No. 2 shall be governed and
construed under the internal laws of the State of Delaware as applied to
agreements among Delaware residents entered into and performed entirely within
Delaware, without reference to principles of conflicts of laws or choice of
law.
IN WITNESS WHEREOF, each of the parties has executed this Amendment
No. 2 on the date first written above.
NEOFORMA, INC. (formerly known as
XXXXXXXX.XXX, INC.)
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
VHA INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chief Administrative Officer
and General Counsel
UNIVERSITY HEALTHSYSTEM CONSORTIUM
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President and Chief
Financial Officer
