Amendment of clause 13.2 (a) of the Omega Pharma SPA
EXHIBIT 10.60
Agreed form
Amendment of clause 13.2 (a) of the Omega Pharma SPA
Perrigo Ireland 0 XXX
Xxxxxxxx Xxxxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxxx
Xxxxxx 0
Xxxxxxx
Merelbeke, 30 December 2016,
Dear Sirs,
Reference is made to clause 13.2 (Non-compete and non-solicitation) of the sale and purchase agreement dated 6 November 2014 between Xxxxxxx Company Plc (which assigned its rights and obligations to Xxxxxxx Ireland 2 DAC), Holdco I BE NV and Alychlo NV, as amended per 27 April 2016, with respect to 95.77% of the shares in Omega Pharma Invest NV (the Omega Pharma SPA).
Further reference is made to clause 3.1 of the asset purchase agreement dated 2 December 2016 between Etixx NV and Alychlo NV in respect of the Transferred Assets and the Assumed Liabilities (as defined therein) (the APA).
We hereby request your acknowledgment and agreement that clause 13.2 (a) of the Omega Pharma SPA shall not apply to the Transaction contemplated in the APA, and that such Clause 13.2 (a) of the Omega Pharma SPA shall not prevent Alychlo or any of its affiliated persons (including Xx Xxxx Xxxxxx) in any way, whether alone or jointly with another party, and whether directly or indirectly, from carrying on the Business as defined in the APA, as well as developing any line extensions and new developments under the Business so long as the products are marketed under the Etixx brand as drinks, bars, gels and supplements marketed in each case for sports nutrition and sports supplement purposes only, as of the Closing of the Transaction contemplated in the APA.
Capitalised terms used herein and not otherwise defined shall have the meaning set forth in the Omega Pharma SPA.
All other provisions of the Omega Pharma SPA shall remain applicable and in full force and effect.
This letter and all non-contractual obligations arising out of it or in connection with it shall be governed by and shall be construed in accordance with the laws of Belgium.
Any dispute arising out or in connection with this letter shall be exclusively and definitively settled in accordance with the rules of CEPANI. The arbitral tribunal shall be composed of three arbitrators. Each of Alychlo NV and Perrigo Ireland 2 DAC shall
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Agreed form
nominate in the request for arbitration and the answer, respectively, one arbitrator. The place of arbitration shall be Brussels and the language of the proceedings shall be English. The foregoing does not exclude the right of the Parties to ask for interim relief before the president of the Dutch-speaking commercial court of Brussels or any other court having jurisdiction.
Yours faithfully
For Alychlo NV (Xxxxxxxxxxxxxxxxx 00, 0000 Xxxxxxxxx (VAT BE) 0895.140.645 R.P.R Gent)
/s/ Xx. Xxxx Xxxxxx
Xx. Xxxx Xxxxxx
Chairman & Managing Director
ACKNOWLEDGED AND AGREED
PERRIGO IRELAND 2 DAC
/s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title : Director
Date : 30 December 2016
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