1
EXHIBIT 10.12
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
This First Amendment to Distribution Agreement (this "Amendment") is
made and entered into as of August 17, 1998 (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 0000-X Xxxxx Xxxxxxx, Xxx Xxxxxxxx, 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 (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. All capitalized terms used in this Amendment that are not defined in
this Amendment shall have the meaning as defined in the Distribution Agreement.
C. The parties wish to expand the coverage of the exclusive distribution
rights of Guidant.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, the parties agree as follows:
1. The Distribution Agreement is hereby amended at Section 1.9 in which
existing Section 1.9 is deleted and replaced in full as follows:
"Field" means devices and methods of use directed toward
diagnosis, treatment or prevention of disease in the neck and
head, not including stenting of carotid stenosis, and devices and
methods of use of LES directed towards any vascular use or
application.
2. Except as expressly amended herein, the Distribution Agreement shall
continue in full force and effect.
3. 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.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the Effective Date.
MICRO THERAPEUTICS, INC.
By:
Xxxxxx Xxxxxxx,
President and Chief Executive Officer
GUIDANT CORPORATION
By:
Title:
2
