THIRD AMENDMENT, dated as of December 22, 1997, to that certain
International Distributorship Agreement, dated as of January 22, 1997, as
amended (as so amended, the "Distributorship Agreement") between Arterial
Vascular Engineering, Inc., a Delaware corporation ("AVE") and Japan Lifeline
Co., Ltd., a company organized under the laws of Japan (the "Distributor").
WHEREAS, AVE and the Distributor desire to amend certain provisions of
the Distributorship Agreement;
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 3.6 is hereby amended by inserting the following after
the words "September 30, 1998" and before the words "in connection with":
"and the amount of * on January 1, 1998, for use by the
Distributor during the period between January 1, 1998 and
December 31, 1998,"
2. Schedule B is hereby amended by revising the proviso to
the end of the sentence under the heading "Coronary Stent Systems," which
proviso shall be and read as follows:
"; provided, however, that for the quarterly period beginning
October 1, 1997 and ending December 31, 1997, Distributor
shall purchase at least * coronary stent systems".
3. Schedule B is hereby further amended by adding an additional
paragraph under the heading "Coronary Stent Systems", which paragraph shall be
and read as follows:
"Inaddition to the minimum quarterly purchases specified above, Distributor
shall also purchase an aggregate of * GFX(TM) coronary stent systems, with
purchases of portions of such aggregate amount to be at such times as AVE
shall require; provided, however, that Distributor shall not be required to
purchase more than * of such additional GFX(TM) coronary stent systems in any
one quarterly period; and provided further that Distributor shall not be
required to purchase any such additional GFX(TM)coronary stent systems prior
to the date of grant of Japanese insurance reimbursement for such Products;
and provided further that Distributor shall not be required to place an order
for a portion of such additional GFX(TM) coronary stent systems within the
three-month period immediately preceding the introduction to the Japanese
market of an improved version of the GFX(TM) coronary stent; and provided
further that Distributor shall not be required to purchase more than *
GFX(TM) coronary stent systems in the aggregate (including the otherwise
required minimum quarterly purchases) in any single 12-month period following
the date of grant of Japanese insurance reimbursement for such Products."
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* Confidential treatment has been requested for certain information contained
in this document. Such information has been omitted and filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2
promulgated under the Securities Exchange Act of 1934, as amended.
4. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Distributorship Agreement.
5. From and after the date hereof, all references in the
Distributorship Agreement shall be deemed to be references to the
Distributorship Agreement as modified hereby.
6. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of California applicable to contracts
executed in and to be performed in that State.
IN WITNESS WHEREOF, AVE and the Distributor have caused this Amendment
to be duly executed as of the date first written above by their respective
officers thereunto duly authorized.
ARTERIAL VASCULAR ENGINEERING, INC. JAPAN LIFELINE CO., LTD.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx
President and Chief Executive Officer President
