Re: Termination of Agreements
Exhibit 99.1
August 28, 2008
To:
TOP Medical B.V.
Xxxxxxxxxxxxx 00, 0000 XX Xxxx
Xxx Xxxxxxxxxxx
TOP Medical B.V.
Xxxxxxxxxxxxx 00, 0000 XX Xxxx
Xxx Xxxxxxxxxxx
Reference is made to that certain distribution agreement between the undersigned and you dated
October 3, 2006 (the “Distribution Agreement”) and the Master Equipment Rent Agreement between the
undersigned and you dated January 14, 2008 (the “Rent Agreement” and together with the Distribution
Agreement, the “Agreements”) and the series of attachments to the Rent Agreement pursuant to which
the undersigned provided various Equipment dated January 14, 2008, January 31, 2008, February 11,
2008 and February 18, 2008 (as defined in the Rent Agreement).
This letter documents in writing our understanding concerning the termination of the
Agreements and the relationship between the parties (including the termination of any and all
agreements between the undersigned and any of your subdistributors and/or agents, if any).
The Agreements and the relationship set forth therein shall be, based on the effectiveness of
the provisions below, terminated and of no further force and effect, as of the date of your
countersignature below, except as specifically set forth herein:
1. You will, within 30 days following the date hereof, collect all Consoles and Catheters (as
defined in Exhibit A to the Distribution Agreement) listed in Exhibit A attached hereto, provide
notice to the undersigned that all such Consoles and Catheters have been collected, and stating
that all Consoles are in the same condition as when delivered, ordinary wear and tear excepted.
Within [7] days following receipt of such notice, a representative of the undersigned (the
“Representative”) will inspect all the Consoles and Catheters to inspect whether the Consoles are
in the same condition as when delivered, ordinary wear and tear excepted and whether all the
Catheters are Returnable Catheters (as defined below) and ready for shipment to the undersigned.
Within [7] days following the confirmation of the Representative of the number of unused
Catheters in their original packaging (“Returnable Catheters”), the undersigned will pay you, by
way of wire transfer an aggregate amount equal to the difference between: (A) the product of (i) 30
catheters and 34 kits the number of Returnable Catheters to be returned to the undersigned, valued
in $36,600; less (B) the amount you owe the undersigned, namely,
$22,100 (the “Final
Payment”). Upon receipt of the Final Payment amounted $14,500, you shall ship all Consoles and
Returnable Catheters to the undersigned in accordance with the instructions, and at the cost, of
the undersigned. It is hereby agreed that following termination, you shall have no rights and shall
not be permitted to make any use of any of the Equipment (as defined in the Agreements) provided to
you.
2. Other than as set forth in Section 1, neither party shall have any rights, claims or demands
from the other party in connection with the Agreements, the relationship between the parties and
the termination of the Agreement and the relationship as contemplated hereunder. Each of you and
the undersigned, by signing below, hereby irrevocably, ultimately and unconditionally, waive and
relinquish any and all rights, claims, demands and/or actions towards the other party, its
subsidiaries, affiliates and/or any of their employees, officers, directors, representatives and/or
consultants, known or unknown, whether or not existing as of the date hereof, with respect to the Agreements, the relationship between the parties and the termination of the Agreement and the
relationship as contemplated hereunder.
3. Sections 9 and 11 (including the Non Disclosure Agreement executed by the parties as
contemplated therein) of the Distribution Agreement shall be the only provisions of the Agreements
that will remain in force and effect following their termination.
In the event of any discrepancy between the Agreements and this letter, the terms and conditions of
this letter shall govern. This letter shall be governed by the laws of the State of Israel, without
regard to its internal rules of conflicts of law.
Please countersign this letter below in order to confirm your consent to the abovementioned and for
the provisions set forth herein to become effective.
| Sincerely, |
||||
| /s/ Yaron Tal | ||||
| TopSpin Medical (Israel) Ltd. | ||||
We hereby confirm and agree to the above:
/s/ Xxx-Xxxxxxx
Xxxxxxxx
TOP Medical B.V.
Date: 8/28/2008
Date: 8/28/2008
Exhibit A
5 IVMRI consuls
30 IVMRI cardiology catheters
34 IVMRI cardiology kits
30 IVMRI cardiology catheters
34 IVMRI cardiology kits
