Exhibit 10.1
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
AMENDMENT #5 OF
EXCLUSIVE DISTRIBUTOR AGREEMENT
OF MAY 30, 1996
Dated: June 28, 2002
1) Term: The term is hereby extended through May 31, 2003
2) CH 2000:
a) Minimums: There shall be [**] minimum purchases required of CH 2000
Systems.
3) Heartwave:
a) Exclusivity: FD will purchase [**] units of HeartWave for a period of
trial marketing. Based upon this purchase FD will have exclusive
rights to market HeartWave in Japan for the period ending May 31,
2003.
b) MHLW Approvals: By signature of this Amendment #5, FD acknowledges
that they have made appropriate filing with the MHLW in Japan.
Anticipated MHLW approval is estimated by October 2002.
c) Minimum purchases: Within 30 days of import approval by MHLW, FD
agrees to issue CHI a purchase order for [**] HeartWave systems as per
3a. In any eventuality FD agrees to purchase the [**] Heartwave
systems no later than December 16, 2002.
d) Pricing: Pricing of the [**] units of the Heartwave as mentioned above
in 3c will be $[**] per unit.
e) Termination: In the event that FD and CHI are not able to agree on
terms for continuation of FD's exclusive rights to market HeartWave
for the period beyond May 31, 2003 then, if CHI requests, FD will
transfer the MHLW import approval to a distributor of CHI's choosing.
In such case CHI will pay FD's direct expenses for obtaining MHLW
approval.
f) If MHLW approval takes greater than 4 months from submission, and FD
has submitted in accordance with 3b, both sides agree to discuss
possibilities of extending the term for exclusivity.
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4) Sensor Pricing:
a) The price of sensor sets will remain at $[**] through May 31, 2003.
CAMBRIDGE HEART FUKUDA DENSHI
Signed: /s/ Xxxxx X. Xxxxxxxxxxx Signed: [ILLEGIBLE]
------------------------- -----------------------
By: Xxxxx X. Xxxxxxxxxxx By:
---------------------------- ---------------------------
Date: June 28, 2002 Date:
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