Exhibit 2.3

Cardinal Health, Inc.

7000 Cardinal Place

Dublin, OH 43017

May 29, 2015

Ethicon, Inc.

Route 22 West

Somerville, NJ 08876

Attn.: Vice President, Law

Johnson & Johnson Law Department

One Johnson & Johnson Plaza

New Brunswick, NJ 08933

Attn.: General Counsel MD&D

Re: Project Valentine/Orkney - Allocation of Purchase Price

Ladies and Gentlemen:

Reference is made to the Stock and Asset Purchase Agreement (the “SAPA”), dated as of March 1, 2015, between Ethicon, Inc. (“Seller”) and Cardinal Health, Inc. (“Buyer”). Capitalized terms used but not defined herein have the meanings assigned thereto in the SAPA.

Each of Seller and Buyer acknowledges that (a) Seller delivered the Proposed Allocation to Buyer on April 16, 2015 and (b) Section 2.05 of the SAPA requires Buyer to raise any objection thereto no later than May 31, 2015. Seller and Buyer hereby agree that the deadline for raising any objection to the Proposed Allocation pursuant to Section 2.05 of the SAPA shall be extended from May 31, 2015 to June 15, 2015.

[Signature Pages Follow]

[Signature Page to Allocation Extension Letter]

Very truly yours,

CARDINAL HEALTH, Inc.,
By
	/s/ Sam Samad
	Name: Sam Samad
	Title: Senior Vice President & Treasurer

Acknowledged and agreed to

as of the date set forth above:

ETHICON, INC.,
By
	/s/ Alan J. Rae
	Name: Alan J. Rae
	Title: Vice President, New Business Development