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Exhibit 10.99(b)
December
14, 2007
Ocimum
Biosolutions Inc.
#8765
Guion Road, Suite #G
Indianapolis,
Indiana 46268
Attention:
Subash Lingareddy
O3
Capital Advisors Pvt. Ltd.
#3
Levelle Road,
Bangalore
560 001, India
Attention: Shiraz
Bugwadia
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RE:
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Amendment No. 2 to the Asset Purchase Agreement (the
“ APA ”) by
and between Gene Logic Inc., a Delaware corporation
(“ Company
”) , Ocimum Biosolutions Limited, a
company incorporated under the Company Act, 1956 in the Republic of
India (“ Parent
”), and Ocimum Biosolutions Inc., a Delaware
corporation (“ Purchaser
”), amended by that certain letter agreement made by
and among Company, Purchaser and Parent dated December 12,
2007
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Gentlemen:
The Parties wish to, and
hereby do, amend the APA as provided
below. Capitalized terms used herein, but not
otherwise defined herein, shall have the meanings given to
such terms in the APA.
1.
Waiver and Indemnification . In
consideration for proceeding to a Closing, including the
waiver by Purchaser and Parent of the condition precedent
pursuant to Section 1.06(a)(v) that a third party’s
signature be obtained, the Parties have agreed as
follows:
A. Section
7.09 is deleted in its entirety and replaced with the
following:
“Section
7.09. Exclusive Remedies
. The remedies of the parties set forth in this
Article VII and Article XI are intended to be
the sole and exclusive remedies and sole and exclusive
liabilities of the parties for all matters related to breaches
of this Agreement, or the Transactions contemplated by this
Agreement, regardless of the legal theory pursuant to which
liability is claimed, except for (i) the remedies of
injunctive relief provided in Section 10.09 with
respect to the specific matters to which such Section relates
and (ii) in the case of fraud.
B. Article
XI below is inserted to follow Article X.
“ARTICLE XI
LEASE INDEMNIFICATION
Section
11.1
Indemnification by Company . Subject to the
limitations contained in this Article VII , (i) Company
shall, from and after
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