Extension Letter to Asset Purchase Agreement Between Bard Access Systems, Inc. and Spire Biomedical, Inc.

Summary

This letter agreement, dated September 25, 2009, is between Bard Access Systems, Inc., Spire Biomedical, Inc., and Spire Corporation. It amends their existing Asset Purchase Agreement by extending the 'drop-dead date'—the deadline for completing the transaction—from September 30, 2009, to October 31, 2009. The letter also confirms that its terms are confidential and incorporates certain miscellaneous provisions from the original agreement. All other rights and remedies under the original agreement remain unchanged.

EX-2.6 3 exh2-6_16631.txt EXTENSION OF DROP-DEAD DATE LETTER EXHIBIT 2.6 ----------- BARD 730 Central Avenue Murray Hill, NJ 07974 September 25, 2009 VIA FACSIMILE - ------------- Spire Corporation Spire Biomedical, Inc. One Patriots Park Bedford, Massachusetts 01730 Attention: Mark Little, Chief Executive Officer of Spire Biomedical, Inc. and Jonathan O. Nilsen, Esq., Counsel Facsimile: (781) 687-9774 Re: Extension of Drop-Dead Date --------------------------- Dear Messrs. Little and Nilsen: Reference is hereby made to that certain Asset Purchase Agreement, dated as of September 4, 2009 (as amended, restated, or otherwise modified from time to time, the "PURCHASE AGREEMENT"), by and among Bard Access Systems, Inc. ("BARD"), Spire Biomedical, Inc. ("SELLER"), and Spire Corporation ("PARENT," together with Seller, "SPIRE"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned hereby agrees as follows: 1. Section 9.01(d) of the Purchase Agreement is hereby amended by deleting the date "September 30, 2009" at the end of such section and inserting the date "October 31, 2009" in lieu thereof. 2. The existence and terms of this letter agreement shall constitute Confidential Information of (i) Bard within the meaning of Section 6.06 of the Purchase Agreement, and (ii) Spire within the meaning of the Confidentiality Agreement. 3. The provisions of Article X (MISCELLANEOUS) of the Purchase Agreement are hereby incorporated by reference as if reproduced in full herein, except to the extent that such provisions conflict with the terms specifically set forth herein, it being understood that references therein to "Seller" or "Parent" shall refer herein to Spire, and references to "Buyer" therein shall refer herein to Bard. 4. Except as expressly set forth herein, by executing and delivering this letter agreement, no Party is waiving and each Party hereby reserves any rights or remedies available to it under the Purchase Agreement at law or in equity. Please acknowledge your agreement with the foregoing by executing this letter agreement where indicated below. BARD ACCESS SYSTEMS, INC. By: /s/ Todd C. Schermerhorn -------------------------------- Name: Todd C. Schermerhorn Title: Vice President Acknowledged and Agreed: SPIRE BIOMEDICAL, INC. By: /s/ Mark C. Little ----------------------------- Name: Mark C. Little Title: CEO SPIRE CORPORATION By: /s/ Roger G. Little ----------------------------- Name: Roger G. Little Title: CEO CC: Nutter, McClennan & Fish, LLP 155 Seaport Blvd. Boston, Massachusetts 02210 Attention: Thomas J. Engellenner, Esq. Facsimile: (617) 310-9948