Exhibit 10.23
AMENDMENT TO DISTRIBUTORSHIP AGREEMENT
For their mutual benefit, the undersigned parties, Trex Medical Corporation,
acting on behalf of its Lorad division (hereinafter referred to as "Trex") and
United States Surgical Corporation (hereinafter referred to as "USSC") hereby
agree to the following amendment to their Distributorship Agreement dated
October 20, 1995 (the "Agreement").
I. Amendment to Agreement. The following provisions are
hereby made a part of this Agreement, and shall supersede
any inconsistent provision thereof to the extent of the
inconsistency:
1. Trex hereby grants to USSC the exclusive worldwide right to distribute
Tables (i.e., any and all prone steroguide tables, to include ABBI, Trex,
Lorad and any other brand table manufactured by Trex).
2. USSC agrees to purchase **** Tables per month beginning in ************ up
to and including *************.
3. USSC shall purchase a minimum of **** Tables for ***********. It is
acknowledged by both parties that through ******* ***************, *****
systems had been shipped toward this goal.
4. USSC will retain its exclusivity rights under the Agreement if the
purchase goals in sections 2 and 3 above are satisfied.
5. Lorad agrees to inform its distributors worldwide that USSC
is now the exclusive agent to sell Tables and agrees to work
with these distributors to xxxxxx a spirit of cooperation
between the distributors and USSC, Auto Suture Companies and
its international distributors. The parties hereto shall
coordinate said notification, which will be made immediately
upon the signing of this Amendment, but will allow for a 30
day grace period for Lorad distributors to conclude ongoing
sales activities.
6. Trex's sales force shall sell a minimum of ***** Tables (to be purchased
by third parties from USSC) during *************. If Trex's sales force
fails to sell at least ***** Tables, Trex shall, at USSC's option, either
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**************************************************. Sales
goals and territorial responsibilities will be
*************************************, and designated Trex
sales personnel will be given independent transactional
authority under general USSC guidelines.
7. USSC and Trex agree that at the ************************
they will negotiate in good faith to
************************************************************
*********.
8. Commencing ***********, all ABBI unit pricing will be at
********. When available, the new USSC/Trex units will be
priced at ******** per unit and the ABBI upgrade kit will be
priced at ****** per unit. Projected availability of the
new platform and upgrade kit is *********. Such new
platform units shall carry the trademark designations of
both parties hereto. All of the Table systems will also
include an additional charge of $****** for table
installation services. Payment terms shall be
*************************** *********.
9. USSC hereby grants Trex *********** sales agency on USSC's MIBB line of
products. The Parties will agree on minimum purchases to be made by Trex
from USSC in good faith following Clinical Acceptance (defined below).
10. Trex will receive a *** royalty on MIBB DLU sales during
the first *** months of commercial availability.
Thereafter, the royalty rate shall be reduced to *** for the
next ***** years. Trex will also receive a *** royalty on
all sales of USSC disposable products marketed and sold by
USSC for use in biopsy and therapeutic applications with
ABBI, MIBBs or Sonopsy, or with future generations of ABBI,
MIBBs or Sonopsy, or like systems for breast care (with the
exception of core needle biopsies of 12 gauge or smaller)
sold for a period of ******** from the date of the signing
of this Amendment.
11. Trex may purchase USSC's MIBB Drivers. Pricing for such Drivers during
****** shall be at ************************. Pricing thereafter shall be
subject to ************
******************.
12. Trex agrees that it shall
************************************************
*********** Trex will also
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***************************************.
USSC agrees that, other than as permitted herein, it shall
******************************* ************************.
13. Upon Clinical Acceptance, Trex agrees that it shall also not
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***********.
14. Upon Clinical Acceptance, Trex will, as USSC directs, install USSC's MIBB
drivers on prone Tables purchased by USSC from Trex pursuant to this
Amendment. These drivers will be provided to Trex at ************.
15. "Clinical Acceptance," as used in this Amendment, means
that the parties have received reports of positive results
for a period of at least 30 days from 5 mutually agreed-upon
sits where MIBB systems have been installed with upright
stereotactic units. Within one week after the conclusion of
said 30-day period, Trex shall inform USSC whether or not it
accepts the said reports as satisfactory. If within said
week Trex notifies USSC that the reports are not acceptable
to Trex, or if Trex does not provide any notice to USSC of
its decision, USSC will be free to
************************** without thereby being in
violation of the Agreement or this Amendment.
16. The Parties intend to provide Sonopsy systems as an add-on to the prone
Table as well as to the upright mammography systems. The parties will
cooperate to assist in this development promptly and will commercially
launch the product upon technical and clinical market acceptance.
17. Trex Applications Support Services will continue per the Agreement.
18. Regarding Trex Field Sales Support Services; USSC will reimburse
**************, for Trex's ******************* field sales organization,
through **************. ********** expense guidelines will be followed.
Expenses per ************* field sales organization representative will
not be reimbursed above ************ per quarter. No reimbursements will
be provided after ****************.
II. Other Terms and Conditions. All other terms and conditions of the Agreement
(as previously amended), not inconsistent herewith, shall continue in full force
and effect.
Accepted and agreed to:
UNITED STATES SURGICAL CORPORATION
By: /s/Eitan Nahum_________
Title: Vice President__________
Date: March 26, 1998________
TREX MEDICAL CORPORATION
By: /s/Xxxx Mills____________
Title: Vice President Sales MIT__
Date: March 26, 1998_________
By:______/s/Xxxx Brenna_________
Title: President______________
Date: March 26, 1998________
TXM #6888
