AMENDMENT, dated as of July 9, 1997, to that certain International
Distributorship Agreement, dated as of January 22, 1997 (the "Distributorship
Agreement") between Arterial Vascular Engineering, Inc., a Delaware corporation
("AVE") and Japan Lifeline Co., Ltd., a company organized under the laws of
Japan (the "Distributor").
WHEREAS, AVE and the Distributor desire to amend certain provisions of the
Distributorship Agreement;
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 4.1 is hereby amended by deleting the proviso in the second
sentence of such Section 4.1
2. Schedule E of the Distributorship Agreement is hereby amended by
deleting the text in the third paragraph of Schedule E beginning with the words
"provided however," and ending with the end of such paragraph (i.e. ending with
the words "the quarterly period ending December 31, 1997."), and replacing such
text with the following: "provided, however, that during the period commencing
with the three-month anniversary of the date that distributor obtains the
necessary governmental registrations, licenses and permits to market and sell
such coronary stent Products in the Territory and ending on the earlier of (i)
the six-month anniversary of such date and (ii) the date that Japanese insurance
reimbursement is granted for such Products, the purchase price for up to *
coronary stent systems per month shall be * per coronary stent system (it being
understood and agreed that Distributor shall use its best efforts to market and
sell such coronary stent systems during the pre-reimbursement period and not to
accumulate them in its inventory).
3. A new Section 3.6 is hereby created that shall be and read as follows:
"3.6 Marketing Assistance
AVE shall * on October 1, 1997, for use by the Distributor during the
period between October 1, 1997 and September 30, 1998 in connection with
sales and marketing relating to the Products."
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Distributorship
Agreement.
5. From and after the date hereof, all references in the Distributorship
Agreement shall be deemed to be references to the Distributorship Agreement as
modified hereby.
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* Certain confidential information contained in this document, marked by
asterisks, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.
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6. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of California applicable to contracts executed in and to
be performed in that State.
IN WITNESS WHEREOF, AVE and the Distributor have caused this Amendment to
be duly executed as of the date first written above by their respective officers
thereunto duly authorized.
ARTERIAL VASCULAR ENGINEERING, INC. JAPAN LIFELINE CO., LTD.
By /s/Xxxx X. Xxxxxx /S/Takeshi Mashumoto
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Name: Xxxx X. Xxxxxx Name: Takeshi Mashumoto
Title: V.P. Finance, C.F.O Title: President
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