Amendment No. 1 to Rights Agreement between ALZA Corporation and Fleet National Bank

Summary

This amendment, dated March 26, 2001, modifies the Rights Agreement between ALZA Corporation and Fleet National Bank. The changes clarify that Johnson & Johnson and its affiliates will not be considered 'Acquiring Persons' under the agreement solely due to actions related to a proposed merger, including the announcement, execution, or completion of the merger or related transactions. The amendment also updates the agreement's expiration date and confirms that other terms remain unchanged. The agreement is governed by Delaware law.

EX-10.2 4 0004.txt AMENDMENT NO. 1 TO RIGHTS AGREEMENT Exhibit 10.2 Amendment No. 1 to Rights Agreement ----------------------------------- AMENDMENT dated as of March 26, 2001, to the Rights Agreement dated as of December 17, 1999 (the "Rights Agreement"), by and between ALZA CORPORATION (the "Corporation") and Fleet National Bank (formerly BANKBOSTON, N.A.), as Rights Agent (the "Rights Agent"). Pursuant to the terms of the Rights Agreement and in accordance with Section 25.2 thereof, the following actions are hereby taken prior to executing the Merger Agreement and the Option Agreement referred to below: Section 1. Amendments to Rights Agreement. The Rights Agreement is hereby ------------------------------ amended as follows: (a) The definition of "Acquiring Person" in Section 1.1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither Johnson & Johnson nor any of its Affiliates or Associates shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the public announcement of the Merger (as defined in that certain Agreement and Plan of Merger, dated as of March 26, 2001, by and among Johnson & Johnson, the Corporation and Express Merger Sub, Inc. (the "Merger Agreement")), (ii) the acquisition of shares of Common Stock of the Corporation pursuant to the Merger or the Option Agreement (as defined in the Merger Agreement), (iii) the execution of the Merger Agreement or the Option Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement or the Option Agreement." (b) The definition of "Final Expiration Date" in Section 1.17 of the Rights Agreement is amended to read in its entirety as follows: "1.17. "Final Expiration Date" means the earlier to occur of (1) --------------------- the Effective Time, as that term is defined in the Merger Agreement, or (2) December 17, 2009." (c) Clause (i) of the first sentence of Section 7.1 of the Rights Agreement is amended to read in its entirety as follows: "(i) the Close of Business on the Final Expiration Date, or". (d) The definition of "Triggering Event" in Section 1.38 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, no Triggering Event shall be deemed to have occurred solely as the result of (i) the public announcement of the Merger (as defined in the Merger Agreement), (ii) the acquisition of shares of Common Stock of the Corporation pursuant to the Merger or the Option Agreement (as defined in the Merger Agreement), (iii) the execution of the Merger Agreement or the Option Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement or the Option Agreement." (e) Section 3.1 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, neither a Shares Acquisition Date nor a Distribution Date shall be deemed to have occurred solely as the result of (i) the public announcement of the Merger (as defined in the Merger Agreement), (ii) the acquisition of shares of Common Stock of the Corporation pursuant to the Merger or the Option Agreement (as defined in the Merger Agreement), (iii) the execution of the Merger Agreement or the Option Agreement or (iv) the consummation of the Merger or of the other transactions contemplated in the Merger Agreement or the Option Agreement." Section 2. Full Force and Effect. Except as expressly amended hereby, --------------------- the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. Section 3. Governing Law. This Amendment shall be governed by and ------------- construed in accordance with the law of the State of Delaware applicable to contracts to be made and performed entirely within such State. Section 4. Counterparts. This Amendment may be signed in one or more ------------ counterparts, all of which shall be considered one and the same instrument. IN WITNESS WHEREOF, the Corporation and the Rights Agents have caused this Amendment to be duly executed as of the day and year first above written. ALZA CORPORATION By: /s/ Peter D. Staple ------------------- Name: Peter D. Staple --------------- Title: Executive Vice President, General Counsel ----------------------------------------- FLEET NATIONAL BANK as Rights Agent By: /s/ Michael J. Connor --------------------- Name: Michael J. Connor ------------------ Title: Managing Director -----------------