EX-13 6 0006.txt EXHIBIT 13 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Amendment"), dated as of March 23, 2000, by and among (i) Impax Laboratories, Inc. (f/k/a Global Pharmaceutical Corporation), a Delaware corporation (the "Company"), (ii) Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P. and (iii) China Development Industrial Bank, Inc., President (BVI) International Investment Holdings Ltd., Chemical Company Malaysia (Berhad), Euroc II Venture Capital Corp., Euroc III Venture Capital Corp., Multiventure Technologies, Inc. and Tai-I Electric Wire & Cable Co., Ltd. WHEREAS, the Company and certain of its stockholders are parties to that certain Amended and Restated Registration Rights Agreement, dated as of December 14, 1999 (as such agreement may be amended, modified or supplemented, the "Registration Rights Agreement"; capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Registration Rights Agreement); and WHEREAS, in connection with the issuance by the Company of shares of Series 2 Convertible Preferred Stock, the parties hereto wish to amend the Registration Rights Agreement pursuant to Section 11.4 of the Registration Rights Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Amendment. a. Section 1.1(b) of the Registration Rights Agreement is hereby amended by deleting the first nine words of the first sentence thereof and substituting therefor "On or before June 30, 2000,". b. Section 1.6 of the Registration Rights Agreement is hereby amended by adding the following proviso thereto: , except that the registration rights granted pursuant to that certain Registration Rights Agreement dated as of March 23, 2000 among the Company and the stockholders of the Company named therein shall rank pari passu with the registration rights granted herein. c. Section 2.3(b) of the Registration Rights Agreement is hereby amended by adding the following proviso thereto: , except that the registration rights granted pursuant to that certain Registration Rights Agreement dated as of March 23, 2000 among the Company and the stockholders of the Company named therein shall rank pari passu with the registration rights granted herein. 2. Effect on the Registration Rights Agreement. Except as expressly amended hereby, the Registration Rights Agreement shall continue in full force and effect in accordance with the provisions thereof. All references in the Registration Rights Agreement to "the Agreement" or similar terms shall be deemed references to the Registration Rights Agreement as amended hereby. 3. Further Assurances. Each party hereto agrees to execute and deliver any and all such further instruments and documents as shall be necessary to effect the purposes of this Amendment. 4. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. [Signature Page to Follow] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written. IMPAX LABORATORIES, INC. By: /s/ Barry R. Edwards ----------------------------------------- Name: Barry R. Edwards Title: Co-Chief Executive Officer FLEMING US DISCOVERY FUND III, L.P. By: FLEMING US DISCOVERY PARTNERS, L.P., its general partner By: FLEMING US DISCOVERY, LLC, its general partner By: /s/ Robert L. Burr ----------------------------- Robert L. Burr, member FLEMING US DISCOVERY OFFSHORE FUND III, L.P. By: FLEMING US DISCOVERY PARTNERS, L.P., its general partner By: FLEMING US DISCOVERY, LLC, its general partner By: /s/ Robert L. Burr ----------------------------- Robert L. Burr, member [Signature Page to Amendment No. 1 to Registration Rights Agreement] CHINA DEVELOPMENT INDUSTRIAL BANK, INC. By: /s/ Brian C. Keng ----------------------------------- Name: Brian C. Keng Title: Senior Vice President PRESIDENT (BVI) INTERNATIONAL INVESTMENT HOLDINGS LTD. By: /s/ Chang Sheng Lin ----------------------------------- Name: Chang Sheng Lin Title: President CHEMICAL COMPANY MALAYSIA (BERHAD) By: /s/ Oh Kim Sun ----------------------------------- Name: Oh Kim Sun Title: Director EUROC II VENTURE CAPITAL CORP. By: /s/ Kao Yu Jen ----------------------------------- Name: Kao Yu Jen Title: Chairman EUROC III VENTURE CAPITAL CORP. By: /s/ Kao Yu Jen ----------------------------------- Name: Kao Yu Jen Title: Chairman MULTIVENTURE TECHNOLOGIES, INC. By: /s/ James Mah ----------------------------------- Name: James Mah Title: President [Signature Page to Amendment No. 1 to Registration Rights Agreement] TAI-I ELECTRIC WIRE & CABLE CO., LTD. By: /s/ Hsu Ju Chun ---------------------------------- Name: Hsu Ju Chun Title: [Signature Page to Amendment No. 1 to Registration Rights Agreement]