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EXHIBIT 10.29
FIRST AMENDMENT TO TRANSITION AGREEMENT
This First Amendment to Transition Services Agreement is made as of this 21st
day of December, 1999 by and between Xxxxx & Nephew, Inc. ("S&N") and DonJoy,
L.L.C. ("DonJoy, L.L.C.")
PRELIMINARY STATEMENTS
A. S&N and DonJoy, L.L.C. entered into a certain Transition Services Agreement
dated as of June 30, 1999 ("Transition Services Agreement").
B. S&N and DonJoy, L.L.C. mutually desire to amend the Transition Services
Agreement.
NOW THEREFORE, the parties hereto agree as follows:
Item 9 of Exhibit A to the Transition Services Agreement is hereby deleted in
its entirely and the following shall be substituted in lieu thereof:
"S&N will act as the sole authorized European representative for CE
regulation through December 31, 1999. The parties acknowledge that DonJoy,
L.L.C. has retained the services of Quality First International Limited
("QFI") to serve as its authorized European representative commencing
January 1, 2000. The parties further acknowledge that certain products sold
by DonJoy, L.L.C. and its predecessor prior to December 31, 1999 and DonJoy,
L.L.C. products in inventory as of December 31, 1999 designate S&N as the
authorized European representative (collectively "Covered Products"). The
parties also acknowledge that incidents relating to the Covered Products may
be reported to S&N since S&N was the designated authorized European
representative. S&N agrees to refer all inquiries, comments and complaints
received by S&N as the designated European representative for the Covered
Products to QFI at 00 Xxxxxxxx Xxxx, Xxxxxxx on Xxx, Xxxx Xxxxxx, XX00 0XX,
Xxxxxx Xxxxxxx. S&N shall have the right to terminate the obligations set
forth in this Item 9 by providing thirty (30) days prior written notice to
DonJoy, L.L.C.; provided, however, such notice shall not be given any
earlier than November 30, 2000. DonJoy, L.L.C. shall have the right to
terminate the rights and obligations under this Item 9 any time by prior
written notice to S&N. S&N shall have no obligations after December 31, 1999
with respect to authorized European representative matters other than to
make the referrals to QFI as described above and provide documents, notices,
information or materials received by S&N relating to Covered Products to QFI
in an expeditious manner. Without limiting the foregoing, S&N shall not be
obligated to make any adverse incident notification submissions. DonJoy,
L.L.C. agrees not to identify S&N as the authorized European representative
in conjunction with any product that are manufactured by or on behalf of
DonJoy, L.L.C. after December 31, 1999."
XXXXX & NEPHEW, INC. DONJOY, L.L.C.
By: _____________________ By: _____________________
Title: __________________ Title: __________________
