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EXHIBIT 10.5
FIRST AMENDMENT TO
COMMERCIAL AGREEMENT
This First Amendment to Commercial Agreement is entered into to be
effective as of the 1st day of May 1998, by and between Roche Diagnostic
Systems, Inc. ("RDS"), a corporation organized and existing under the laws
of the State of New Jersey with offices at 0000 X.X. Xxxxxxx 000,
Xxxxxxxxxx, Xxx Xxxxxx 00000, and ANSYS Diagnostics, Inc. ("ANSYS"), a
corporation organized and existing under the laws of the State of
California, with offices at 00000 Xxxxxxxxxxxx Xxxxx, Xxxx Xxxxxx
Xxxxxxxxxx 00000.
WHEREAS, RDS and ANSYS entered into a Commercial Agreement effective as of
April 1, 1993 (the "Agreement"), whereby RDS and; ANSYS agreed to jointly
develop a test kit for biological and chemical analytes including, without
limitation, certain drugs of abuse, which kit ft parties commonly refer to
as "TesTcup;"
WHEREAS, each of RDS and ANSYS desire to amend the Agreement in
certain respects;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants of the parties set forth herein, the parties agree as follows:
1. The Agreement is hereby amended to reflect that ANSYS has amended
its Articles of Incorporation to change its name from ANSYS, Inc. to
ANSYS Diagnostics, Inc.
2. Section 7.1 of the Agreement is hereby amended to read as follows:
"7.1 Term. This Agreement, effective as of April 1, 1993, shal1 end
on January 1, 2003, unless terminated sooner by one of the parties
in accordance with this Agreement.
3. Section 11.15 of the Agreement is hereby amended to provide that
the address for notice to ANSYS is:
ANSYS Diagnostics, Inc.
00000 Xxxxxxxxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attn: President Telecopier No. (000) 000-0000
4. Except as expressly modified hereby, the parties hereby ratify and
confirm the Agreement in all respects, including without limitation,
the representation and
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warranty set forth in Section 8.6, of the Agreement regarding
authority to enter into this First Amendment.
5. This First Amendment may be executed in two (2) counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed this First Amendment to be effective as of the dates first
set forth above.
ANSYS DIAGNOSTICS, Inc. ROCHE, DIAGNOSTIC SYSTEMS, INC.,
A California corporation a New Jersey corporation
By: /s/ XXXXXXX X. XXXXXXXXXX By: /s/ XXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx, Xx.
President and Director, Global Marketing
Chief Executive Officer Point of Care DAT
