EXHIBIT 10.12
MEMORANDUM
This Memorandum, dated as of September 28, 2001 (the "Effective Date"), is by
and among SonoSite, Inc., a corporation of the State of Washington, United
States of America, having a place of business at 00000 00xx Xxxxx XX, Xxxxxxx,
Xxxxxxxxxx, 00000-0000 ("SonoSite"), Olympus Optical Co., Ltd., having a place
of business at 0000 Xxxxxxxx-xxx, Xxxxxxxx-xxx, Xxxxx, Xxxxx, 000-0000
("Olympus"), and Olympus Promarketing, Inc., having a place of business at 0-0
Xxxxxx-Xxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx, 000-0000 ("OPM").
SonoSite, Olympus, and OPM agree as follows:
1. Olympus agrees to assign to OPM the distribution agreement entered into by
and between SonoSite and Olympus, dated August 1, 1999 (the "Distribution
Agreement"), and OPM agrees to accept such assignment. SonoSite
acknowledges and agrees that Olympus may assign to OPM the Distribution
Agreement.
SonoSite, Inc. Olympus Optical Co., Ltd.
By: /s/ Xxxxx Xxxxxxx By: /s/ Takashi Tsukaya
------------------------------- ------------------------------------
Name: Xxxxx Xxxxxxx Name: Takashi Tsukaya
Title: President & CEO Title: Head of Ultrasound Business Unit
Date: September 28, 2001 Date: October 5, 2001
Olympus Promarketing, Inc.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Director
Executive Director of Endoscope Division
Date: October 5, 2001
