Exhibit 10.25
August 20, 1998
Xx. Xxxx X. Xxxxxx
President
LORAD,
a division of Trex Medical Corporation
00 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Dear Xxxx:
This letter agreement entered into between LORAD, a division of Trex
Medical Corporation and United States Surgical Corporation ("USSC") hereby
amends the Distributorship Agreement dated as of October 20, 1995 between the
parties; as such Distributorship Agreement is amended to date by the letter
agreement dated March 19, 1996, the Amendment to Distributorship Agreement dated
March 26, 1998, and the Amended Agreement dated July 2, 1998 (the "Agreement").
The following provisions are hereby made a part of the Agreement and shall
supersede any inconsistent provisions thereof to the extent of the
inconsistency.
1. During July, August, September, October, November and
December *****, **********
***********************************************************
USSC for the purchase of "Tables" (as defined in the Amendment to
Distributorship Agreement dated March 26, 1998) will be
***********************************************************************
**************************************.
2. During July, August and September *****
**********************************************************************
*******************.
3. In exchange,
*************************************************************
*****************************, pursuant to Section 2 of the March 1998
Amendment to Distributorship Agreement, if LORAD's total gross profit on
all Tables sold by it during ********************** is less than
$************, USSC shall pay the shortfall in gross profits to LORAD,
subject to USSC's right to audit all profit calculations. Said payment
shall be payable on or before **************** by USSC to LORAD.
4. During October, November and December ****
*********************************************************************
****************************Tables
that are physically identifiable, with serial numbers;
provided*********************************within any area
not included within the territory covered by
*******************************************************************
****************************************of
Tables as of the date of such sale. Notwithstanding the
foregoing, LORAD shall have ******************in connection
with the collection of receivables owing ********
***********.
5. **********USSC's status as an exclusive distributor is hereby converted
to a dual distributorship between USSC and LORAD. Such exclusive
distributorship shall not be assignable by either party.
6. (i) During ***********************************************************
***************, all orders ************ for the sale
of Tables shall be
******************************************************************;
thereafter, ***********************orders for the sale
of Tables *****************************************************
*********************, thereafter, all orders for the purchase of
additional Tables obtained ********************shall be
**************************************. ********.
(ii) ***********************************, the foregoing shall continue to
apply, except that ************** orders for the purchase of Tables
to ***********************************************************.
(iii)************************** the foregoing shall continue to apply,
except that **************orders for the purchase of Tables
************************* ******during the period, and after
************* sells *** Tables during such period
(iv) By April 1, 2000, the parties expect and intend that ***** total
************* Tables shall be ***** or fewer.
7. LORAD shall ******************************************************* or in
accordance with the above, refer to ********* for the purchase of Tables
**************** *********** .
8. The royalty on USSC disposable products, provided for in Section 10 of the
Amendment to Distributorship Agreement dated March 26, 1998, shall be unaffected
by the above management, and shall survive any cancellation or termination of
that arrangement or this agreement.
9. As of and following the date of this letter, USSC shall not have any further
liability or obligation to purchase any additional Tables from LORAD.
10. The parties expressly reaffirm their rights and obligations under Section
6.9 of the October 1995 Distributorship Agreement.
11. After January 1, 1999, if either party feels that the intended results of
this arrangement are not being achieved, or that an alternative arrangement
would be preferable, the parties will meet and negotiate in good faith.
12. All other terms and conditions of the Agreement (as previously amended), not
inconsistent herewith, shall continue in full force and effect.
Accepted and Agreed to:
UNITED STATES SURGICAL CORPORATION
By:______/s/Xxxxxx Knarr_____________
Title:_____Executive Vice President_____
Date:_____September 8, 1998__________
TREX MEDICAL CORPORATION
By:_______/s/Xxxx Brenna_____________
Title:______President_________________
Date:______September 8, 1998_________
