Exhibit 10.15
Pages or exhibits where confidential treatment has been requested are stamped
"Confidential portions omitted and filed separately with the Commission." The
appropriate section has been marked at the appropriate place with an "*".
AMENDMENT TO SECOND LICENSE AGREEMENT
This AMENDMENT TO SECOND LICENSE AGREEMENT is made and entered into
effective as of the 25th day of March, 1985, by and between Biomedical
Engineering Trust, successor in interest to Biomedical Engineering Corp., whose
address is c/o 000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000 (hereinafter
referred to as LICENSOR) and DePuy, Division of Boehringer Mannheim Corporation,
successor to DePuy Division of BioDynamics, Inc., whose Post Office address is
X.X. Xxx 000, Xxxxxx, Xxxxxxx 00000 (hereinafter referred to as LICENSEE),
WITNESSETH:
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WHEREAS LICENSOR and LICENSEE entered into a LICENSE AGREEMENT dated April
25, 1977, and amended December 9, 1977 (hereinafter referred to as "FIRST
LICENSE AGREEMENT"), which FIRST LICENSE AGREEMENT was cancelled in favor of a
novation denominated SECOND LICENSE AGREEMENT effective as of July 24, 1979; and
WHEREAS LICENSOR and LICENSEE agree that certain aspects of the
relationships between LICENSOR and LICENSEE must be defined and clarified; and
WHEREAS LICENSOR and LICENSEE agree that the following amendments to the
SECOND LICENSE AGREEMENT will clarify the relationship between the parties as of
the date hereof;
NOW, THEREFORE, in view of the foregoing premises and the following
mutual covenants, the adequacy and sufficiency of which as consideration are
hereby acknowledged, the parties hereby agree as follows:
A. Paragraph 2 of the SECOND LICENSE AGREEMENT shall be and is hereby
deleted and new Paragraph 2 shall be and hereby is substituted therefor as
follows:
2(a). LICENSEE agrees to pay LICENSOR earned royalty at the rate of *
percent (* %) of the "sales price" (as defined below) of each of said Floating
Center Shoulder Prosthesis, Surface Replacement Shoulder, Trunion Ankle, and
Sliding Bearing Ankle and modifications thereof, and * percent (* %) of the
sales price of each of said N.J. Knee or components therefor and of the sales
price for Instruments therefor. However, with respect to the sale of
porous-coated components of the N.J. Knee occurring in the United States of
America prior to January 1, 1986, earned royalties shall be discounted such as
to be earned at the rate of * percent (*%) of * (*) of the sales price of each
such porous-coated component. In no event shall the discount as to porous-coated
components for the N.J. Knee extend beyond January 1, 1986.
(b). For purposes of this Agreement, the terms "sales price" as to
sales in the * shall mean the *
however, *.
* Confidential portions omitted and filed separately with the Commission.
* , the sales price shall be the
* LICENSOR
agrees that where compensation is received neither by LICENSEE, nor a
sub-licensee, nor a distributor nor any other person from the sale or transfer
of any component or instrument, no royalties shall be paid to LICENSOR.
(c). For purposes of this Agreement, the term "sales price"
as to sales * shall mean the
*
A
*
(d). All royalty payments shall be made quarterly in accordance with
Paragraph 4 below.
B. The parties agree that with respect to sales occurring prior to the
effective date of this agreement, an accounting shall be conducted, particularly
with respect to sales outside the United States of America and sales of
instruments, to determine such royalties as may presently be due and payable to
LICENSOR calculated based upon the foregoing.
C. In the first line of Paragraph 5 of the SECOND LICENSE AGREEMENT, delete
"* price" and insert --sales price-- therefor.
* Confidential portions omitted and filed separately with the Commission.
WITNESS: BIOMEDICAL ENGINEERING TRUST
[Signature appears here] By /s/ Xxxxxxxxx X. Bruchel
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WITNESS: BIOMEDICAL ENGINEERING TRUST
[Signature appears here] By /s/ Xxxxxxx X. Xxxxxx
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WITNESS: DePUY
[Signature appears here] By /s/ Xxxxx X. Xxxx
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