EXHIBIT 2.5
MENTOR CORPORATION
201 Mentor Drive
Santa Barbara, California 94311
USA
June 2, 2006
COLOPLAST
A/S
Holtedam 1
3050 Humlebæk
Copenhagen, DENMARK
Ladies and
Gentlemen:
Reference is made to that certain Purchase
Agreement (the " Purchase Agreement ") dated as of May 17,
2006, by and between Coloplast A/S, a Danish corporation ("
Buyer ") and Mentor Corporation, a Minnesota corporation ("
Seller "). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Purchase
Agreement.
In
connection with the consummation of the transactions contemplated
by the Purchase Agreement, Seller and Buyer wish to document their
mutual agreement and understanding with respect to the matters set
forth in this letter.
1. The
Parties acknowledge and agree that the following items shall be
excluded from the calculation of the Net Working Capital Target,
the Net Working Capital as reflected on the Closing Date Net
Working Capital Statement and the Net Working Capital as reflected
on the Final Net Working Capital Statement:
(a)
any Liability for Taxes (including, without limitation, withholding
and Transfer Taxes) and all costs (including third-party costs)
incurred by Porges in connection with the Porges Asset Sale;
and
(b) any
Liability with respect to Transferred Employees incurred by Porges
in connection with the Porges Asset Sale arising under any profit
sharing, profit participation, dividend or like plans or programs
and any third party costs and expenses associated therewith ("
Porges Transfer Liabilities ").
2. Notwithstanding
anything in the Purchase Agreement to the contrary and without
limiting the obligations set forth in the Purchase Agreement, Buyer
shall indemnify Seller and hold Seller harmless from and against
the Porges Transfer Liabilities.
3. Attached
hereto as Exhibit A is the Preliminary Purchase Price
Allocation agreed to by Buyer and Seller as contemplated by
Section 8.8 of the Purchase Agreement.
4.
Schedule 1.173 to the Purchase Agreement is hereby amended
to add the following license, which shall constitute a Transferred
Contract under the Purchase Agre
