EXHIBIT 10.11
FIRST AMENDMENT TO SUPPLY AGREEMENT
This First Amendment to the Supply Agreement (the "Amendment") is
entered into and is effective as of this 6th day of March, 2001, by and between
SULZER CARBOMEDICS INC. ("Company"), having its principal place of business at
0000 Xxxx Xxxxxxxx Xxxx, Xxxxxx, Xxxxx 00000, and MEDICAL CV INC. (formerly
known as CV Dynamics d/b/a Medical Incorporated) ("Supplier"), having a
principal place of business at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx,
Xxxxxxxxx 00000.
WHEREAS, the Company and Supplier's predecessor, CV Dynamics entered
into a Supply Agreement dated July 24, 1998 (the "Agreement"); and
WHEREAS, Supplier desires to be bound by the terms of the Agreement as
if executed by it; and
WHEREAS, Company and Supplier now desire to amend the Agreement as
provided herein;
NOW 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:
1. Supplier agrees to be bound by the terms of the Agreement
which are incorporated by reference herein, as modified by this Amendment.
2. Exhibit B of the Agreement is hereby revoked and replaced with
Exhibit B hereto.
3. Section 3(a) of the Agreement is hereby revoked and replaced
with the following:
(a) Effective as of the date first written above, Sulzer
Carbomedics agrees to supply such Components at the prices set forth in
Exhibit B.
4. Section 14 of the Agreement is hereby amended to revise the
expiration date to December 31, 2003.
5. Unless expressly modified by this Amendment, all other
provisions in the Agreement will remain unchanged and in full force and effect
and shall be binding and enforceable as to the Company and the Supplier.
IN WITNESS WHEREOF the parties have caused the Amendment to be executed
by their duly authorized representatives as of the date and year set forth
above.
Medical CV Inc. Sulzer Carbomedics Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Printed Name: Xxxx Xxxxxxx Printed Name: Xxxxxxx X. Xxxxxxx
----------------------- --------------------------------
Title: President/CEO Title: V.P.- General Manager
------------------------------ -----------------------------
2
PRICE AND QUANTITY SCHEDULE
MINIMUM QUANTITY
[*] valve set minimum order per year
PRICE
DISC PRICE ORIFICE PRICE VALVE SET PRICE
---------- ------------- ---------------
[*] [*] [*]
*Confidential portion omitted and filed separately with the SEC.
3
