First Amendment to Purchase Agreement between Neoforma Entities and Med-XS Entities (September 5, 2001)

Summary

This amendment updates the original Purchase Agreement dated July 30, 2001, between Neoforma GAR, Inc., Neoforma.com, Inc., Med-XS Solutions, Inc., and Med-XS Asset Services, Inc. It revises the payment terms, specifying $150,000 due at closing and an additional $100,000 due on October 31, 2001, with possible credits based on contract consents. Sellers are required to use their best efforts to obtain necessary consents for contract assignments. All other terms of the original agreement remain unchanged.

EX-2.2 4 f74835ex2-2.txt EXHIBIT 2.2 1 EXHIBIT 2.2 FIRST AMENDMENT TO PURCHASE AGREEMENT This First Amendment (this "Amendement") to that certain Purchase Agreement dated July 30, 2001 among NEOFORMA GAR, INC., NEOFORMA.COM, INC., MED-XS SOLUTIONS, INC. AND MED-XS ASSET SERVICES, INC. (the "Purchase Agreement") is hereby entered into between the parties as of September 5, 2001. Capitalized terms not otherwise defined herein shall be accorded the meaning given them in the Purchase Agreement. 1. Section 2.1(a)(i) of the Purchase Agreement shall be replaced in its entirety with the following: "(A) One Hundred and Fifty Thousand Dollars ($150,000) in cash in the form of a certified check delivered at the closing or by wire transfer payment at the Closing, and (B) One Hundred Thousand Dollars ($100,000) (the "October Payment") in cash in the form of a certified check delivered on October 31, 2001 or by wire transfer payment on October 31, 2001, subject to Section 2.4." 2. A new Section 2.4 shall be added to the Purchase Agreement as follows: "The October Payment shall be subject to a credit equal to 50% of the Gross Profits received by Sellers with respect to each Acquired Contract for which a required consent to assignment was not received by October 30, 2001, for the 12 month period prior to Closing." 3. Section 5.3 of the Purchase Agreement shall be replaced in its entirety with the follows: "Sellers shall use their best efforts to obtain written consents to assignment of all Acquired Contracts that require consent." 4. All other terms of the Purchase Agreement shall remain in full force and effect. SIGNATURE PAGE FOLLOWS 2 IN WITNESS WHEREOF, the undersigned parties have duly executed this Amendment as of this 5th day of September, 2001. NEOFORMA.COM, INC. NEOFORMA GAR, INC. a Delaware corporation a Delaware corporation By: /s/ Daniel Eckert By: /s/ Daniel Eckert ------------------- ------------------ Name: Name: Title: Title: MED-XS ASSET SERVICES, INC. MED XS SOLUTIONS, INC. an Ohio corporation an Ohio corporation By: /s/ Kevin Tenkku By: /s/ Kevin Tenkku ----------------- ---------------- Name: Kevin Tenkku Name: Kevin Tenkku Title: President Title: President