CONFIDENTIAL TREATMENT REQUESTED
FIRST AMENDMENT TO
MANUFACTURING AND MARKETING AGREEMENT
-------------------------------------
This First Amendment to Manufacturing and Marketing Agreement
("Amendment") is dated October 23, 1999 (the "Effective Date") between BECTON,
XXXXXXXXX AND COMPANY, a New Jersey corporation ("BD") and LASERSIGHT
TECHNOLOGIES, INC., a Delaware corporation ("LASERSIGHT").
RECITALS
A. BD and LASERSIGHT have entered into that certain Manufacturing and
Marketing Agreement effective as of May 14, 1999 (the "Agreement").
B. BD and LASERSIGHT desire to amend certain terms of the Agreement as
provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto agree as follows:
1. Definition of BD. For purposes of this Agreement, BD shall mean and
include Becton, Xxxxxxxxx and Company and its affiliates, including but not
limited to all corporations, partnerships, sole proprietorships and other forms
of business organizations which are controlled by Becton Xxxxxxxxx and Company,
any corporation in which Becton, Xxxxxxxxx and Company owns at least 50 percent
of the stock entitled to vote for directors, and any corporation, firm,
partnership, proprietorship or other form of business in which Becton, Xxxxxxxxx
and Company has the maximum amount of ownership permitted by local law.
2. BD and LASERSIGHT acknowledge and agree and that the meaning of the
terms Product (as defined in the Agreement) and Specifications (as defined in
the Agreement) shall be expanded to include those additional products described
on Exhibit A-1 attached hereto ("Additional Products"), and those additional
specifications described on Exhibit B-1 that will be supplied by BD as soon as
possible after the date of this Amendment.
3. BD and LASERSIGHT acknowledge and agree that the number of
Additional Products purchased by LASERSIGHT during each year of the Agreement
shall be included when determining whether LASERSIGHT has satisfied the Purchase
Minimum (as defined in the Agreement) during each year of the Agreement.
4. Section 1.4 of the Agreement is hereby deleted and the following new
Section 1.4 shall be inserted in its place:
1.4 Other Activities. During the term of this Agreement, BD
agrees to manufacture keratome blades utilized in connection with
performing refractive surgery exclusively for LASERSIGHT. BD shall
not manufacture such keratome blades for any party except
LASERSIGHT. During the term of this Agreement LASERSIGHT shall not
purchase blades utilized in connection with performing refractive
surgery from any party except BD.
** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.
THE REDACTED MATERIAL HAS BEEN INDICATED WITH A DOUBLE ASTERISK AND FILED
SEPARATELY WITH THE COMMISSION.
5. Section 1.6 of the Agreement is deleted in its entirety.
6. Section 2.1 of the Agreement is hereby deleted and the following new
Section 2.1 shall be inserted in its place:
2.1 Pricing. The price per Product is set forth on Exhibit
C-1. These prices are based on LASERSIGHT purchasing the Purchase
Minimum. If LASERSIGHT purchases more than 200,000 Products in any
twelve month period then BD and LASERSIGHT will negotiate in good faith
to reduce the per Product price for the following 12 months provided
that the prior 12 months' purchases become the new purchase minimum
going forward.
If BD develops technology that enhances the value of the Product or
Additional Products, then BD will discuss such technology with
LASERSIGHT and prior to such technology being implemented into the
manufacturing of the Product or Additional Products BD and LASERSIGHT
will negotiate a revision to the prices set forth on Exhibit C-1 for
the effected Product or Additional Products, as applicable.
7. The following new Section 7.3 shall be added to the Agreement:
7.3 Termination by Either Party. After July 1, 2003 either
party may terminate this Agreement with or without cause by providing
at least 180 days advance written notice.
8. Except as specifically set forth herein, all other terms and
conditions of the Agreement shall remain in effect as originally set forth
therein.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed in multiple counterparts, each of which shall be deemed an original
instrument but all of which together shall constitute one and the same document,
by their duly authorized representatives as of the Effective Date.
BECTON, XXXXXXXXX AND COMPANY LASERSIGHT TECHNOLOGIES, INC.
By: /s/Xxxx X. Xxxxxxxx By: /s/Xxxxxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
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Title: Senior Vice President Title Executive Officer/President
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EXHBIT A-1
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Additional Products
1. Hansatome Keratome Blade
2. Moria CB Keratome Blade
3. Moria LSK-1 Keratome Blade
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EXHIBIT B-1
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Additional Specifications
[Engineering Drawings]
4
EXHIBIT C-1
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Pricing
Product Per Blade Price
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1. Non-Sterile Keratome Blade **
2. ACS Keratome Blade **
3. Hansatome Keratome Blade **
4. Moria CB Keratome Blade **
5. Moria LSK-1 Keratome Blade **
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