Exhibit 2.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED ASSET
PURCHASE AGREEMENT
This Amendment No. 1 to Amended
and Restated Asset Purchase Agreement (the “Amendment
No. 1”) is made this 30 th day of November, 2005, by and among
(i) Novoste Corporation, a Florida corporation with its
principal place of business at 4350 International Boulevard,
Norcross, Georgia 30093 (“Novoste”), (ii) Best
Vascular, Inc., a Delaware corporation with its principal place of
business at 7643 Fullerton Road, Springfield, Virginia 22153
(“Purchaser”), and (iii) Best Medical
International, Inc., a Virginia corporation which is an affiliate
of Purchaser, with its principal place of business at 7643
Fullerton Road, Springfield, Virginia 22153
(“BMI”);
WHEREAS, Novoste, Purchaser and BMI entered into that
certain Amended and Restated Asset Purchase Agreement, dated as of
October 12, 2005 (the “Amended and Restated Asset
Purchase Agreement”), pursuant to which Novoste agreed to
sell and Purchaser agreed to acquire, substantially all of the
assets of Novoste related to Seller’s VBT Business;
and
WHEREAS, Novoste, Purchaser and BMI desire to amend
certain provisions of the Amended and Restated Asset Purchase
Agreement; and
WHEREAS, for purposes of this Amendment No. 1,
capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Amended and Restated Asset
Purchase Agreement;
NOW, THEREFORE,
in consideration of the mutual
promises contained herein, the recitals set forth above, which are
hereby incorporated by reference, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Term
