Exhibit 10.17*
The confidential portions of this exhibit, which have been removed and
replaced with an asterisk, have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 406.
AMENDMENT TO SUPPLY AGREEMENT
This AMENDMENT TO SUPPLY AGREEMENT (the "Amendment") is made and entered
into this _________day of _____________, 1996, (the "Effective Date"), between
XXXXXX XXXXXXXXXX LTD., ("WGL") an New York corporation, and MEDTRONIC, INC.,
("Medtronic") a Minnesota corporation.
WITNESSETH
WHEREAS, Medtronic and WGL have entered into a Supply Agreement dated July
31, 1991, whereby WGL will manufacture and supply SVO batteries to Medtronic for
use in medical devices sold by Medtronic.
WHEREAS, Medtronic and WGL desire to amend certain terms of the Supply
Agreement in writing as required in Section 13.6 of the Supply Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, and for good and valuable
consideration, the receipt and adequacy whereof is mutually acknowledged, the
parties hereby amend the terms end provisions of the Supply Agreement, and
otherwise agree as follows:
1. Development. The capitalized tern's used and not otherwise defined
herein shall have the meanings ascribed thereto in the Supply Agreement
2. Development. Subject to the terms of this Amendment, WGL has agreed to
develop the cell whose specifications are set forth on Exhibit A hereto
(hereinafter the "7221 cell") at no development cost to Medtronic. The parties
agree that for the 7221 Cell the terms of Article 6.3 of the Supply Agreement
shell not be applicable. WGL agrees to provide qualified cells and data for
submission to the FDA to Medtronic no later than December 1, 1996.
3. 7221 Cell Price. The parties agree that the price for the 7221 Cell
shall be * per unit. The parties agree that Article 6.10, Permitted Price
Adjustments, shall not apply to the increase of the 7221 Cell price from * to *.
However, subsequent increases in the price of the 7221 Cell shall be subject to
Article 6.10. The parties further agree that the price for the 7221 Cell shall
not trigger an audit by Medtronic under Article 6.10(b) or trigger the quota
reductions set forth in Article 6.10(c).
4. Purchase Commitment. Subject to the terms of Section 3 end 4 above and
section 5 below, Medtronic agrees to purchase at least * of the 7221 cells.
Provided, Medtronic's commitment to purchase shall be subject to following
adjustments:
a) In the event WGL fails to provide qualified cells and adequate
battery data for submission to the FDA by December 1, 1996, the
purchase requirement shall be reduced by * cells for every day such
qualified cells and data are not available.
b) In the event WGL cannot provide * units by December 15, 1996 and the
remainder of the * units on a mutually agreeable delivery schedule,
Medtronic's commitment to purchase 7221 cells shall be reduced by *
cells for every failure of WGL to meet a scheduled delivery date.
5. FDA Delay/Lack of Approval. In the event there is a delay in the FDA
approval of the device for which these cells are intended or the device is not
approved by the FDA for any reason, WGL and Medtronic agree to negotiate in good
faith to eliminate, reduce or replace the purchase requirement under Section 4,
above, and compensate WGL far reasonable development expenses.
6. Advance Payment/Inventory Requirement. The parties agree that Article
6.7 of the Supply Agreement shall be amended as follows;
a) Subject to Section 6(b) below, the inventory requirement under
Article 6.7 of the Supply Agreement shall be reduced to * units upon
execution of this Amendment and will be further reduced to * units
upon receipt of the October 31, 1996 payment as set forth below.
b) In consideration for the inventory reductions set forth is Section
6(b) above, WGL shall repay * of the advance payment made pursuant
to Article 6.7 of the Supply Agreement as amended. Such payment to
be made in equal installments on or before October 31, 1996 and
December 31, 1996. Failure to make such payments will reinstate the
inventory requirements of Article 6.7 of the Supply Agreement.
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7. Other Terms Remain in Effect/Conflict. Except as modified in this
Amendment all terms and provisions of the Supply Agreement, shall remain in
force and effect. In the event of a conflict between the terms of this amendment
and the Supply Agreement, the Supply Agreement shall control.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Development Agreement to be executed in the manner appropriate to each.
XXXXXX XXXXXXXXXX LTD.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx. President
Dated: 5-23-96
-----------------------------
MEDTRONIC, INC.
By: /s/ B Xxxxxxxx Xxxxxxx
--------------------------------
B Xxxxxxxx Xxxxxxx
President
Tachyarrythtmia Management Business
Dated: 6-3-96
-----------------------------
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