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EXHIBIT 10.7.1
AGREEMENT
This AGREEMENT is entered into May 26, 1998, by and between CARDIAC
PATHWAYS CORPORATION, a California corporation with offices at 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Pathways") and DIDECO S.P.A., a
corporation organized under the laws of Italy with offices at Xxx Xxxxxxx 00
Xxxx, 00, 00000 Xxxxxxxxx (XX), Xxxxx ("Distributor").
BACKGROUND
A. Pathways and Distributor entered into a certain Exclusive
International Distributor Agreement effective as of June 23, 1994 (the
"Distributor Agreement"), which each wishes now to terminate.
B. Pathways and Distributor entered into a certain Loan Agreement
effective as of June 23, 1994 and the attached Promissory Note dated
June 27, 1994 (collectively, the "Loan"), which Pathways is willing to
repay early.
NOW, THEREFORE, Pathways and Distributor agree as follows:
1. The Distributor Agreement shall terminate effective as of May 26, 1998.
2. On May 26, 1998, Pathways shall pay to Distributor six million four
thousand two hundred fifty dollars and no cents ($6,004,250.00), in full
and complete repayment of all amounts due to Distributor with respect to
the Loan.
3. Pathways will repurchase all inventory of Products purchased by Distributor
from Pathways pursuant to the Distributor Agreement during the period from
February 8, 1998 to May 8, 1998 which Distributor has not sold as of May 8,
1998 at a price equal to the price paid by Distributor for such Products
less a 10% restocking charge. Distributor shall ship such Products F.O.B.
its facility, using a carrier designated by Pathways. Pathways shall repay
Distributor for such Products and the shipping and insurance costs
associated therewith within ten days of receipt of the Products and any
invoice therefore, provided, that such Products are undamaged and suitable
for re-sale.
4. Pathways will repurchase the three (3) cooled radio frequency generators
purchased by Distributor from Pathways for a total price of forty three
thousand one hundred twenty five dollars ($43,125.00) (i.e., equal to the
net price paid by Distributor depreciated using straight line depreciation
over four (4) years), provided that such generators are undamaged and fully
operable. Exhibit A sets forth a calculation of this amount.
5. Except with respect to the obligations created by, acknowledged, or arising
out of this Agreement, the parties hereto (on behalf of themselves, their
directors, officers, employees, agents, parents, subsidiaries and
affiliates) release and absolutely and forever discharge one another and
their respective directors, officers, employees, agents, and attorneys of
and from
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any and all claims, demands, damages, debts, liabilities, obligations,
costs, expenses, and causes of action, of every kind and nature whatsoever
(each a "Liability"), which they now have, own or hold against one another
relating to the matters described or referred to in the Distributor
Agreement and/or Loan (except to the extent such Liability is subject to
the provisions of Sections 4, 6, 9(f), (g), (i) or (j), 10, 11, 13 or 14 of
the Distributor Agreement which provisions shall survive the termination of
the Distributor Agreement).
It is the intention of the parties hereto in executing this Agreement that
this Agreement shall be effective among the parties as a full and final
accord and satisfaction and release of liability in connection with the
matters referred to herein.
In furtherance of the intentions set forth in this Agreement, all parties
hereto acknowledge that they are familiar with Section 1542 of the Civil
Code of the State of California, which provides in part as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
Each of the parties hereto waives and relinquishes any right or benefit
which he or it has or may have under Section 1542 to the full extent that
he or it may lawfully waive such rights and benefits pertaining to the
matters referred to herein.
6. No provision of this Agreement may be modified or amended except expressly
in a writing signed by both parties nor shall any terms be waived except
expressly in a writing signed by the party charged therewith. This
Agreement shall be governed in accordance with the laws of the State of
California, without reference to rules of conflicts or choice of laws.
IN WITNESS WHEREOF, each of the parties has executed this Amendment as of
the date indicated on this Amendment.
Cardiac Pathways Corporation Dideco S.P.A.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: XXXXXXX X. XXXXXXXX Name: XXXXX X. XXXXXXX
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Title: CEO Title: Attorney-in-Fact
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EXHIBIT A
COOLED RF GENERATOR PURCHASES
Depreciation
Based on Net Book
Serial No. Price Date 4 Year Life Value
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102242 $15,000.00 12/27/95 $ 8,750.00 $ 6,250.00
102252 $15,000.00 12/27/95 $ 8,750.00 $ 6,250.00
112132 $30,000.00 9/29/95 $19,375.00 $10,625.00
Upgrades $30,000.00 12/31/96 $10,000.00 $20,000.00
$90,000.00 $46,875.00 $43,125.00
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