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EXHIBIT 10.6
SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
This Second Amendment to Distribution Agreement (this "Amendment") is
made and entered into as of July 23, 1999 (the "Effective Date") by and between
GUIDANT CORPORATION, an Indiana corporation and its Affiliates ("Guidant")
having a place of business at 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx
00000 and MICRO THERAPEUTICS, INC., a Delaware corporation ("MTI"), having a
place of business at 2 Goodyear, Xxxxxx, Xxxxxxxxxx 00000.
R E C I T A L S
A. Guidant and MTI have entered into a Distribution Agreement effective
as of November 17, 1997, as amended, (the "Distribution Agreement") in which MTI
appointed Guidant as its exclusive distributor of the Products within the
Territory for use by Customers in the Field.
B Guidant and MTI have agreed to amend certain of the provisions
contained in the Distribution Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to and on
the terms and conditions herein set forth, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
in this Amendment shall have the respective meanings ascribed to them in the
Distribution Agreement.
2. DISPOSITION OF INVENTORY. Paragraph 13.5.2 shall be deleted and
replaced in its entirety with the following paragraph:
Upon termination of this Agreement by Guidant, Guidant may
sell all or any part of its remaining inventory of the Products to
Customers or upon mutual agreement between Guidant and MTI, MTI may
agree to repurchase all or any part of Guidant's remaining inventory of
the Products (excluding discontinued and demonstration units). The price
for such inventory shall be the Cost paid by Guidant to MTI for such
Products, plus Guidant's shipping and handling costs.
3. NO OTHER CHANGES. Except as amended by this Amendment, the
Distribution Agreement shall remain in full force and effect as originally
stated and as amended by the First Amendment to Distribution Agreement.
4. CONFLICTS. This Amendment shall be governed by all the terms and
conditions of the Distribution Agreement. In the event of any conflict between
the terms of the Distribution Agreement and the terms of this Amendment, the
terms of this Amendment will control.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the Effective Date.
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MICRO THERAPEUTICS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx,
President and Chief Executive Officer
GUIDANT CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
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Title: Vice President Business Development
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