EXHIBIT 10.19
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Amendment No. 2
To the Manufacturing and Supply Agreement
By and Between
Allergan Sales, Inc.
And
Carl Zeiss Ophthalmic Systems, Inc.
This second AMENDMENT, EFFECTIVE AS OF May 31, 2002 is to the Manufacturing and Supply Agreement executed on May 28, 1999 (hereafter "Agreement"), as amended between Allergan Sales, Inc., a California Corporation, on behalf of itself and its affiliates ("Allergan"), having principal offices at 2525 Dupont Drive, Irvine, California 92612 and Carl Zeiss Ophthalmic Systems, Inc., A New York Corporation, on behalf of itself and its affiliates ("CZOS"), having principal offices at 5160 Hacienda Dr., Dublin, California 94568.
RECITALS
CZOS and Allergan each desire to amend the Manufacturing and Supply Agreement as set forth herein below.
NOW THEREFORE, CZOS and Allergan hereby agree as follows:
Section 1. Definitions
Section 1.14 is amended in its entirety to read as follows:
"Humphrey" here after shall mean Carl Zeiss Ophthalmic Systems, (CZOS).
Section 1.20 is added as follows:
"End of Life (EOL)" shall mean any component used to manufacture the Product(s) that the component supplier has or will be discontinuing supply of, and Allergan and CZOS have agreed to purchase a fixed quantity of these components.
Section 2. Terms and Termination
The term of this Agreement shall be extended for an additional two (2) years. The term of the extension will be from May 28, 2003 through May 31, 2005.
Section 2.3.4 is amended in its entirety to read as follows:
Upon expiration of this Agreement, Allergan will purchase at the prevailing standard cost, the raw materials, work in process (WIP) materials and finished goods held at CZOS. The raw and WIP materials repurchased would be in the quantity mutually agreed upon, (or the most current
***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
forecast as stated in Section 6.2), to support the required delivery times and manufacturing lead-times.
Section 3. Pricing and Payment
Section 3.1 Determination of Price is amended in its entirety to read as follows:
The pricing for the Products are in the table set forth below and shall be supported by a "costed" bill-of ?material. The costs reflected in the "costed" bill-of-materials are based on the following categories: (i) ***** (ii) ***** (iii) *****.
Product
2002
2003
2004
2005
SOV. Foot Pedal
*****
SOV. Remote
*****
SOV. Cart/IV Pole
*****
SOV. Console
*****
Diplomax System
*****
*****
*****
*****
Diplomax Foot Pedal
*****
*****
*****
*****
Diplomax IV Pole
*****
*****
*****
*****
Diplomax Remote
*****
*****
*****
*****
Prestige System
*****
*****
*****
*****
Prestige Foot Pedal
*****
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