EXHIBIT 6
PHARMACEUTICAL RESOURCES INC.
Xxx Xxx Xxxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
June 5, 2001
Clal Biotechnology Industries Ltd. ("Clal")
(previously Clal Pharmaceutical Industries Ltd.)
3 Azrieli Center, 00xx Xxxxx
XXX-XXXX 00000, XXXXXX
Gentlemen,
1. You are hereby released from your obligations under Sections 2 and 4 of a
letter agreement by and among Clal, Pharmaceutical Resources, Inc. ("PRI")
and Merck KGaA ("Merck") dated March 25, 1998 (the "Agreement"). Clal is
permitted to sell up to the 500,000 shares of Common Stock of PRI referred
to in Section 2 (a) of the Agreement (the "Tranche C Shares") to third
parties under the conditions specified in Sections 2 and 3 herein (the
"Sale").
2. The Sale shall be at a price for each share of PRI which shall not be
lower than USD 0.75 below the closing price on the New York Stock Exchange
on the last trading day preceding the date of any Sale.
3. Clal will endeavor to arrange 50% of the Sales through Bear, Xxxxxxx & Co.
Inc. and its affiliates and 50% of the Sales through UBS AG and its
affiliates.
4. The undersigned parties agree and represent that there are no shareholders
or other agreements, undertakings or restrictions in connection with the
Tranche C Shares, other than the Agreement and the agreements specified
therein, if any.
5. The Agreement shall automatically terminate in regard to such number of
the Tranche C Shares sold in the Sale ("Sold Shares") with no further
obligations, liabilities or rights on the part of the parties thereunder
in regard to such shares.
6. The Agreement shall remain in full force and effect and binding upon the
parties thereunder, under it original terms, in regard to all of the
Tranche C Shares which do not constitute any of the Sold Shares.
7. Clal shall have the right, at is sole discretion, to effect or refrain
from effecting the Sale in whole or in part.
8. This letter shall constitute an amendment to the Agreement in accordance
with Section 11 of the Agreement.
Sincerely,
Pharmaceutical Resources, Inc.
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Page 26 of 27 pages Name: Xxxxxxx X. Xxxxxx
Title: President and CEO
June 5, 2001
Letter to Clal Biotechnology Industries Ltd.
Page 2 of 2
ACCEPTED AND AGREED TO:
MERCK KGaA
By /s/ Xxxx Xxxxx by attorney-in-fact Xxxxxxx Xxxxxx
--------------------------------------------------
Name: Xxxx Xxxxx by attorney-in-fact Xxxxxxx Xxxxxx
Title:
ACCEPTED AND AGREED TO:
Clal Biotechnology Industries Ltd.
By /s/ Y. Dovrat and X. Xxxxxx
---------------------------------------------------
Name: Y. Dovrat, X. Xxxxxx
Title:
Page 27 of 27 pages
