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EXHIBIT 10.2
AMENDMENT AGREEMENT
to
Distributor Agreement dated June 28, 1997
between Navius and Fukuda Denshi
RECITALS
This AMENDMENT AGREEMENT is entered into as of August 31st, 1998, by and among
Navius Corporation, a California corporation ("Navius"), Fukuda Denshi Co., Ltd.
("Distributor") a Japanese corporation, and EndoSonics corporation,
("EndoSonics") a Delaware corporation.
WITNESSETH
WHEREAS, on the 5th day of August, 1998, Navius was acquired by EndoSonics and
is now a wholly owned subsidiary of EndoSonics, and WHEREAS, there is currently
a DISTRIBUTION AGREEMENT between Navius and Distributor dated June 28, 1997
("DISTRIBUTION AGREEMENT"), and
WHEREAS, Navius, EndoSonics, and Distributor desire to amend the DISTRIBUTION
AGREEMENT in order to reflect the new ownership of Navius and the new
arrangements as hereinbelow set forth, NOW THEREFORE, in consideration of the
mutual covenants and agreements on the amendment of the DISTRIBUTION AGREEMENT
contained herein, Navius, EndoSonics, and Distributor agree as follows:
Sections 7.1.1. and 7.1.2. of the DISTRIBUTION AGREEMENT shall be amended as
follows:
7.1.1. Price. Distributor agrees to pay Navius the purchase price set
forth in Exhibit D. Distributor and Navius will negotiate and agree on an
annual basis changes to the prices set forth in Exhibit D.
7.1.2. Price Reduction. Navius shall reduce the current price to
Distributor of the vintage balloon catheter by $50 U.S. Dollars per unit on all
shipments to Distributor from the date of this Amendment Agreement.
Section 9.3. of the DISTRIBUTION AGREEMENT shall be amended as follows:
9.3. Infringement by Third Party. If Distributor is or becomes
aware of an infringement or a potential infringement of any Product trademarks
registered in the name of Navius, it will promptly notify Navius. If Navius
decides not to take action against such infringement, Distributor shall have
the right to defend the trademark, at its own expense, provided that it will
hold harmless and reimburse Navius for all costs, expense and damages which may
be imposed on Navius in connection with such action, and provided further that
if Distributor decides to defend the trademark, Navius shall register the sale
and exclusive fully paid up license ("Senyo Xxxxxx Xxx") of such Navius'
trademark in favor of Distributor.
Section 14.1. of the DISTRIBUTION AGREEMENT shall be amended as follows:
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14.1. Term. The initial term of this Agreement shall commence of June
28, 1997, and continue unless earlier terminated, until the date ten (10) years
from the Approval Date. Thereafter, the term of the Distribution Agreement may
be renewed by mutual agreement of the parties for successive periods of two (2)
years each, provided that (i) Distributor has fulfilled its minimum purchase
obligation agreed upon with Navius on or before September 30 of each year and
(ii) the parties mutually agree to minimums for each extension year.
Section 17.6. of the DISTRIBUTION AGREEMENT shall be amended as follows to add
notice to EndoSonics;
If to EndoSonics 0000 Xxxxxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
Fax: (000) 000-0000
Attn: President
The parties hereto confirm that the DISTRIBUTION AGREEMENT shall continue in
effect with the amendments thereto made by this Amendment Agreement. EndoSonics
as the sole owner of Navius hereby undertakes to succeed to and fulfill the
obligations of Navius under the Distribution Agreement.
IN WITNESS WHEREOF, Navius, Distributor and EndoSonics have executed this
Amendment Agreement, in triplicate originals, by their respective officer
hereunto duly authorized, as of the day and year hereinabove written.
Navius
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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(print)
Title: President
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DISTRIBUTOR
Fukuda Denshi Co., Ltd.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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(print)
Title: President
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EndoSonics
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
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(print)
Title: President & CEO
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