EXHIBIT 99.3
AMENDMENT 2 TO LICENSE AGREEMENT
This Amendment 2 is entered into as of December 29, 1999, by and
between SULZER CARBOMEDICS INC. ("Company"), a corporation organized and
existing under the laws of the State of Delaware, with its principal office
located at 0000 Xxxx Xxxxxxxx Xxxx, Xxxxxx, Xxxxx 00000 and ATS MEDICAL, INC.
("ATS"), a corporation organized and existing under the laws of the State of
Minnesota with its principal office located at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxxxx.
RECITALS:
The Company and ATS entered into a License agreement dated September
24, 1990, as amended December 16, 1993 (the "License Agreement"). The parties
now desire to further amend that Agreement.
THEREFORE, in consideration of the mutual promises set forth in this
Amendment and other good and valuable consideration, the parties agree to the
following terms.
TERMS:
The following items are hereby added to the License agreement:
10.7 Neither the Company nor ATS shall enter into any agreement for the
direct or indirect sale, transfer, assignment or conveyance of all, or
substantially all, of the assets of the Company or ATS, as the case may
be, unless the transferee agrees to assume and be bound by the terms of
this License Agreement.
10.8 In the event of any dispute or controversy regarding this License
Agreement, the prevailing party shall be entitled to its reasonable
attorney's fees and costs.
Unless expressly modified by this Amendment, all other provisions in
the License Agreement will remain unchanged and in full force and effect.
ATS MEDICAL, INC. SULZER CARBOMEDICS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Printed Name: Xxxxxxx X. Xxxxx Printed Name: Xxxxx X. Xxxxxxx
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Title: President/COO Title: President
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