AMENDMENT NO. 1 TO AMENDED
DISTRIBUTION AGREEMENT
AMENDMENT NO. 1 TO AMENDED DISTRIBUTION AGREEMENT (the "Amendment")
dated as of December 7, 1998, by and among STRATEC MEDIZINTECHNIK GmbH, a German
corporation having its principal place of business at Xxxxxxxxxxxxxxxx 00,
X-00000 Xxxxxxxxx, Xxxxxxx ("Stratec"); NORLAND MEDICAL SYSTEMS, INC., a
Delaware corporation having its principal place of business at 000 Xxxxxxxxx
Xxxx Xxxxx, Xxxxx 000, White Plains, New York 10604, U.S.A. (the "Distributor");
and NORLAND CORPORATION, a Wisconsin corporation having its principal place of
business at X0000 Xxxxxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxxx 00000-0000, U.S.A.
("Norland Corp.").
WHEREAS, Stratec, the Distributor and Norland Corp. are parties to
that certain Amended Distribution Agreement dated as of September 11, 1997 (the
"Distribution Agreement"); and
WHEREAS, Stratec, the Distributor and Norland Corp. desire to amend
the Distribution Agreement in certain respects, as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Stratec, the Distributor and Norland Corp. hereby
agree as follows:
1. The list of Stratec Devices and Norland Corp. Devices set forth in
Exhibit C to the Distribution Agreement is hereby amended to read as follows:
Stratec Devices
XCT 960
XCT 2000
XCT 3000
XCT 3000D
pDEXA (which includes the Sabre, the research pDEXA)
XCT 960A
XCT 960M
XCT Research SA
XCT Research M
XCT 3000 Research
Norland Corp. Devices
pDEXA (which includes the Sabre, the research pDEXA)
Discovery
Apollo
XR-36
Eclipse
Excell
All future Devices and systems using DXA or peripheral DXA
technology
2. Section 2(a) of the Distribution Agreement is hereby amended in its
entirety to read as follows:
"(a) Subject to Section 2(g) hereof, Stratec hereby designates and
appoints the Distributor as the exclusive worldwide distributor of all
Stratec Devices (as defined below), and the Distributor hereby agrees to
act as such distributor. The term "Stratec Devices" shall mean the Devices
listed as Stratec Devices on Exhibit C attached hereto. Notwithstanding
the foregoing (but subject to Sections 2(b) and 2(g) below), the
Distributor shall not be the distributor in Germany (the "Excluded
Territory") for Stratec Devices. The Distributor agrees to use its good
faith reasonable best efforts to promote the sale of the Stratec Devices
in the areas for which it is the distributor hereunder."
3. Section 2 of the Distribution Agreement is hereby amended to add a new
Section 2(g) to read as follows:
"(g) At any time following a Change of Control (as defined below),
Stratec shall have the right, exercisable by written notice to the
Distributor, to terminate the Distributor's right to be the distributor of
Stratec Devices other than the pDEXA. The term "Change of Control" shall
mean either (i) a transaction or series of transactions as a result of
which a majority of the outstanding stock of the Distributor is owned by a
single person or entity (other than Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx or an
entity controlled by Xxxxxxx Xxxxxxx and/or Xxxx Xxxxxxxx) or (ii) a
person other than Xxxxxxx Xxxxxxx is appointed as chief executive officer
of the Distributor."
4. This Amendment may be executed in one or more counterparts, each of
which shall constitute an original and all of which taken together shall
constitute one and the same instrument, and any party may execute this Amendment
by signing any such counterpart.
5. Except as specifically amended herein, the terms and provisions of the
Distribution Agreement are in all respects ratified and confirmed.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
STRATEC MEDIZINTECHNIK GmbH
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Geschaftsfuhrer
NORLAND MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
NORLAND CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
