Amendment to Joint Venture Agreement

EX-10.2 4 g75221ex10-2.txt AMENDMENT TO JOINT VENTURE AGREEMENT EXHIBIT 10.2 AMENDMENT OF STOCK PURCHASE, REORGANIZATION AND JOINT VENTURE AGREEMENT This AMENDMENT OF STOCK PURCHASE, REORGANIZATION TO JOINT VENTURE AGREEMENT is made and entered into as of the 31st day March, 1995, by and among CTI PET SYSTEMS, INC., a Tennessee corporation (hereinafter "CPS"); SIEMENS MEDICAL SYSTEMS, INC., a Delaware corporation (hereinafter "Siemens"; successor in interest to Siemens Gammasonics, Inc.); and DR. TERRY D. DOUGLASS, DR. RONALD NUTT, MICHAEL C. CRABTREE, and J. KELLY MILAM (hereinafter "Management"). WHEREAS, CPS, Siemens and Management have heretofore made and entered into a Stock Purchase, Reorganization and Joint Venture Agreement dated as December 10, 1987 (hereinafter, the "Joint Venture Agreement"), pursuant to which Siemens purchased and holds a 49.9% interest in CPS, and pursuant to which Siemens and CTI, Inc. (hereinafter "CTI"), which holds the remaining 50.1 % interest in CPS, operate CPS as a joint venture company; and WHEREAS, CPS has distributed its assets, liabilities and business relating to cyclotrons and radioisotope delivery systems (together, "RDS Products") to its shareholders, Siemens and CTI, and is no longer in the business of manufacturing RDS Products; and WHEREAS, the parties wish to amend the Joint Venture Agreement to reflect that the CPS Business no longer includes RDS Products. NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties hereto mutually agree as follows: 1. Agreement. The Joint Venture Agreement is incorporated herein by reference. As amended hereby, the Joint Venture Agreement shall remain in full force and effect. 2. CPS Business. All references to cyclotrons and radioisotope delivery systems are deleted from the Joint Venture Agreement. The definition of "CPS Business" at Section 1.4 of the Joint Venture Agreement is amended to delete cyclotrons and RDS products, and shall hereafter be as follows: 1.4 "CPS Business" shall mean the business conducted by CPS in developing, acquiring, manufacturing, assembling, selling and distributing the following products: (a) Probes for the detection of positron emitters; (b) Planar cameras dedicated for coincidence detection of positron emitters; and (c) Ring tomographs (emission computerized axial tomograph image devices) and other positron image devices. 3. The address of counsel to CPS to whom copies of notices to CTI are sent (Section 22.5 of the Joint Venture Agreement) is changed to: Dennis R. McClane Woolf, McClane, Bright, Allen & Carpenter 900 South Gay Street, Suite 900 Knoxville, Tennessee 37902 Telecopier ###-###-#### IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first above written. CTI PET SYSTEMS, INC. MANAGEMENT: By: /s/ Terry D. Douglass /s/ Terry D. Douglass ---------------------------------- ----------------------------------- Terry D. Douglass Dr. Terry D. Douglass President /s/ Ronald Nutt ----------------------------------- Dr. Ronald Nutt SIEMENS MEDICAL SYSTEMS, INC. /s/ Michael C. Crabtree ----------------------------------- Michael C. Crabtree By: /s/ Thomas N. McCausland ---------------------------------- Thomas N. McCausland /s/ J. Kelly Milam Group V.P. ----------------------------------- J. Kelly Milam