Amendment No. 2 to Distribution Agreement
Exhibit 10.3
Amendment No. 2 to Distribution Agreement
This
Amendment No. 2 to Distribution Agreement is entered Into effective as of June 30, 2008
(“Amendment Date”) between Inverness Medical Innovations
North America, Inc. (“Inverness”), a
Delaware corporation having a place of business at 00 Xxxxx Xxxxxx
Xxxx, Xxxxxxx, Xxxxxxx 00000 (as successor by assignment from Biosite
Incorporated effective April 1, 2008), and Xxxxxx Healthcare,
a division of Xxxxxx Scientific Company L.L.C (“FHC”), having a place of business at 0000 Xxxxxxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 and amends the Distribution
Agreement between the parties dated
January 1, 2006 (as amended, the “2006 Distribution Agreement”)
The
parties mutually agree to amend the 2006 Distribution Agreement through this Amendment
No.2 on the terms and conditions below as follows:
1. Defined
Terms. Any defined terms in this Amendment shall have the same meaning
designated in the 2006 Distribution Agreement unless otherwise expressly provided herein or in
Exhibits A and B of this Amendment.
2. Extension of Non-Renewal Notice Period. Both parties agree that effective June
30, 2008 Section 6(a)(i) is hereby replaced it in its entirety with the following.
“(1) unless
Inverness, in Inverness’s sole discretion, gives notice of non-renewal to FHC on
or before 11:59 Eastern Daylight Time July 8, 2008, this Agreement automatically shall be extended
for a period of one (1) year following the expiration of the Initial Term (the “First Extended
Term”), and -
3.
Assignment. FHC hereby consents to the assignment of the 2008 Distribution
Agreement from Biosite Incorporated to Inverness effective as of
April 1, 2008.
4. Miscellaneous.
Except as otherwise expressly modified by this Amendment, the 2006
Distribution Agreement shall remain in full force and effect in
accordance with its existing terms.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. In witness of
their agreement to the foregoing terms, the authorized representatives of each party have executed
this Amendment effective as of the Amendment Date.
| Inverness Medical Innovations North America, | Xxxxxx HealthCare, a division of Xxxxxx Scientific | |||||||||
| Company, L.L.C | ||||||||||
Inc. |
||||||||||
By: |
/s/ Xxxx Xxxxxxx | By: | /s/ Xxxxx Xxxxx | |||||||
Name: |
Xxxx Xxxxxxx | Name: | Xxxxx Xxxxx | |||||||
Title: |
VP, Business Development | Title: | VP, Finance | |||||||
Date: |
June 27, 2008 | Date: | June 27, 2008 | |||||||
By: |
/s/ Xxxxxx X. Xxxxxxx | |||
Name: |
Xxxxxx X. Xxxxxxx | |||
Title: |
Vice President | |||
Date: |
June 27, 2008 | |||
2
