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EXHIBIT 10.29
[ENDOSONICS LETTERHEAD]
February 19, 1997
Mr. Xxxx Xxxxxx
President Cordis Cardiology
Cordis Corporation, a Xxxxxxx & Xxxxxxx Company
P.O. Box 025700
Miami, FL 33102-5700
Dear Xxxx:
Based on our discussions and discussions between Xxxx Xxxxx and Xxxx Xxxxx, I
think we have the basis for an agreement in principle. The key terms are as
follows:
1. FloWire/WaveWire Commitment
Non cancelable purchase commitments for 1997 as follows:
March April May June July Aug. Sept. Oct. Nov. Dec. Total
FloWire *** *** *** *** *** *** *** *** *** *** ***
(Units)
* * *
($) *** *** *** *** *** *** *** *** *** *** ***
WaveWire *** *** *** *** *** *** *** *** *** *** ***
(Units)
* * *
($) *** *** *** *** *** *** *** *** *** *** ***
2. FloMap/WaveMap Pricing
FloMap $***
FloMap II $***
WaveMap $***
3. Co-Distribution
We agree that 40 accounts in the U.S. will be kept under the direct
sales channel by Cardiometrics throughout 1997 and individual accounts
may transition to Cordis on a mutually agreed upon basis. As mentioned
in your letter of February 19th, with mutual agreement, it may be
optimum for the Cordis and Cardiometrics sales teams to work together
in new accounts and in the pre-named 40 accounts. By the end of
September 1997, we will jointly reassess the structure and organization
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of the U.S. distribution and negotiate the terms and requirements of a
full exclusive distribution starting in January 1998.
If you are in agreement with this final proposal, I would appreciate it if you
would sign and return the enclosed copy of this letter to me. Please give
instructions to Xxxx Xxxxx to finalize the rest of the agreement details. We
look forward to making 1997 happen.
Sincerely,
/s/ XXXXXXXX X. XXXXXXXX
---------------------------------
Xxxxxxxx X. Xxxxxxxx
President & CEO
EndoSonics Corporation
AGREED AND ACCEPTED BY:
/s/ XXXX XXXXXX February 20, 1997
------------------------------ ---------------------------
Xxxx Xxxxxx Date
President
Cordis Cardiology
/s/ XXXXXXX XXXXX February 21, 1997
------------------------------ ---------------------------
Xxxxxxx Xxxxx, Ph.D. Date
President and CEO
Cardiometrics
*** Confidential treatment requested
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ADDENDUM TO LETTER AGREEMENT
This addendum, dated this 21st day of March, 1997, by and among Cordis
Corporation, a Xxxxxxx & Xxxxxxx Company, Cardiometrics, Inc., and Endosonics
Corporation, is hereby made a part and parcel of that Letter Agreement dated
February 19, 1997, by and among the parties hereto (the "Agreement") and this
addendum shall have the force and effect as if the terms hereof shall have been
included in the Agreement.
Now, therefore, the parties agree as follows:
1. All references herein to Cardiometrics shall mean to be EndoSonics if
and when EndoSonics shall become a successor in interests to Cardiometrics.
2. Cordis shall issue a purchase order in favor of Cardiometrics and such
purchase order shall be issued in accordance with the terms and conditions
hereof.
3. Cordis' purchase order shall be a non-cancelable, binding obligation
of Cordis to purchase, and upon Cardiometrics' acceptance of same a binding
obligation for Cardiometrics to supply, the total number of units of
Flo-Wire(tm) and WaveWire(tm) product according to the agreed upon delivery and
price schedules in the Agreement.
4. Purchases by Cordis in any given month, that are in excess of that
particular monthly requirement shall serve to reduce future monthly required
purchases. This shall in no way be construed to reduce the total number of units
required to be purchased by Cordis during the 1997 period of the Agreement.
5. In the event that Cardiometrics is unavailable to supply sufficient
units to fill any monthly purchase order requirement in whole or in part within
sixty (60) days of the delivery schedule, then the purchase order quantity and
extended price shall be amended accordingly.
/s/ X. XXXX XXXXXX /s/ XXXXXXXX XXXXXXXX
------------------------------- ----------------------------------
J. Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx
President President & CEO
Cordis Corp. (Cardiology) EndoSonics Corporation
/s/ MENO NASSI
-------------------------------
Xxxx Xxxxx, Ph.D.
President & CEO
Cardiometrics
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[CARDIOMETRICS LETTERHEAD]
March 25, 1997
XXXXX XXXXXXX
Director Marketing
Cordis Corporation
FAX: 305/000-0000
Dear Xxxxx,
Consistent with our letter agreement dated February 19, 1997, the following U.S.
hospitals will represent the agreed upon forty (40) accounts that will be kept
throughout 1997 under the direct sales channel of Cardiometrics, or of
EndoSonics Corporation, if and when EndoSonics shall become a successor in
interest to Cardiometrics.
Please do not hesitate to call me with any questions.
Regards,
/s/ XXXXX XXXXXXXX
-------------------------
Xxxxx Xxxxxxxx
Vice President, US Sales
encl.
KR/cb
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XXXXXX/J&J AND CARDIOMETRICS U.S. CO-DISTRIBUTION
CARDIOMETRICS DIRECT ACCOUNTS
* * *
*** Confidential treatment requested
