Amend. International Distribution Agreement

Exhibit 10.1 - CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
Certain information has been omitted from this exhibit
and filed separately with the Commission pursuant to a
request for confidential treatment under Rule 24b-2


AMENDMENT


TO


INTERNATIONAL DISTRIBUTION AGREEMENT


This Amendment to International Distribution Agreement is made as of the 26th day of February, 1999, between Urologix, Inc., a corporation organized and existing under the laws of the State of Minnesota ("Urologix") and Boston Scientific Corporation, a corporation organized and existing under the laws of Delaware ("BSC").


BACKGROUND


By an agreement dated June 26, 1996 (the "Agreement"), Urologix granted BSC the rights and responsibilities of an exclusive distributor of the Products of Urologix in all areas of the world except the United States and Japan.


Urologix and BSC now desire that Urologix aid BSC in developing the market for the Products in Europe and certain other areas of the world for a particular period of time.


The parties desire that through its efforts, Urologix will solicit the sale of certain Products previously purchased by BSC (the "Beek Products"). BSC will pay Urologix a certain amount to enable Urologix to pay all or a portion of its expenses in conjunction with this effort, and the revenues derived from the customers who purchase these Products will, in most situations, be received and retained by BSC.


[CONFIDENTIAL TREATMENT REQUESTED]


TERMS AND CONDITIONS


NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:


1. Market Development Amount. BSC will pay an amount ("the Market Development Amount") to Urologix to enable Urologix to perform market development activities for the Products primarily in Europe, Eastern Europe, and the Middle East, and, upon consultation with BSC, in certain other areas of the world offering significant near-term market potential as determined by Urologix in its reasonable business judgment. The Market Development Amount for the period from January 1, 1999 through December 31, 1999 (the "First Amendment Period") shall be equal to U.S. [Confidential Treatment Requested]. The Market


Exhibit 10.1 - CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
Certain information has been omitted from this exhibit
and filed separately with the Commission pursuant to a
request for confidential treatment under Rule 24b-2


Development Amount for the period from January 1, 2000 through June 30, 2001 (the "Second Amendment Period"), if any, will be as mutually agreed upon by Urologix and BSC. In addition, BSC will pay Urologix [Confidential Treatment Requested] upon execution of the Amendment as the Market Development Amount for Urologix's market development services from October 1, 1998 through December 31, 1998 (the "Prior Period"). The Market Development Amounts shall be used only for marketing activities contemplated by Urologix' current budget for the expenditure of the Market Development Amount for the First Amendment Period as set forth in Exhibit II (the "Plan"), which Plan may be modified by Urologix after consultation with BSC in accordance with Section 8 hereof from time to time in its reasonable business judgment.


1.1. The Market Development Amount for the First Amendment Period will
be paid in quarterly installments on the dates and in the amounts set forth
on Exhibit III by wire transfer to the account designated by Urologix for
that purpose; provided that in the event that (i) Urologix fails to achieve
any periodic milestone set forth in Section 6 hereof by the end of the
quarter for which such milestone is required to be achieved, and (ii)
Urologix does not achieve the quarterly sales revenue target for sales of
Beek Products set forth in Exhibit IV for such quarter, BSC may, by written
notice given to Urologix within thirty (30) days after the end of such
quarter, elect to terminate this Amendment and the Agreement.


1.2. Beginning with the First Amendment Period, Urologix will not be
expected or obligated to fund any of these market development activities
not covered by the Market Development Amount from its own resources but may
do so if it so chooses.


1.3. If the sales of Beek Products solicited by Urologix generate more
than [Confidential Treatment Requested] in net revenue for BSC during the
First Amendment Period or during the Second Amendment Period (or both), and
Urologix achieves the minimum [Confidential Treatment Requested] aggregate
gross margin target referred to in Section 4.1 during that period, BSC will
pay Urologix, as an additional Market Development Amount, an amount equal
to [Confidential Treatment Requested] of the amount by which the net
revenues for such period exceed [Confidential Treatment Requested]. Such
additional Market Development Amount, if any, will be paid by BSC within
thirty (30) days after the end of the period to which it relates and shall
be used for market development purposes.


2. Marketing. Urologix will use reasonable commercial efforts within the constraints of the Market Development Amount received from BSC to solicit the sale of Beek Products during the term of this Amendment. Urologix will not, during the term of this Amendment, make any sales of Products in the Territory other than sales of Beek Products, unless BSC does not


2


Exhibit 10.1 - CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
Certain information has been omitted from this exhibit
and filed separately with the Commission pursuant to a
request for confidential treatment under Rule 24b-2


have sufficient quantities after request therefor to BSC available to timely ship the Product involved to customers solicited by Urologix. Set forth on Exhibit I is a description of (i) all Control Units and Procedure Kits which BSC currently holds in inventory at its warehouse in Beek, Netherlands, and [Confidential Treatment Requested] together with its location and current book value.


3. Term of Amendment. This Amendment will be effective from October 1, 1998, through December 31, 1999. During the First Amendment Period, the parties will discuss their satisfaction with this arrangement and determine whether they mutually wish to extend the term of this Amendment for a portion or all of the Second Amendment Period , and if so, the terms of that extension. Neither party will be obligated to extend the term of this Amendment to include a portion or all of the Second Amendment Period unless all of the terms of any such extension are acceptable to that party in its sole discretion. If the term of this Amendment is not extended after December 31, 1999, the rights and obligations of BSC and Urologix thereafter under this Amendment and the Agreement will be as set forth in Section 13.


4. Procedure. The Beek Products sold by Urologix during the term of this Amendment will be sold in accordance with following procedures:


4.1. Price. Urologix will determine the price at which the Beek
Products are sold. BSC will provide Urologix monthly with the actual book
value of all Control Units and Procedure Kits. Except with respect to the
sale of Products described in Section 4.5 hereof, Urologix will seek an
average gross margin of not less than [Confidential Treatment Requested],
in the aggregate, with respect to all Beek Products sold by Urologix during
the First Amendment Period. There are no assurances that Urologix will
achieve such a gross margin, and Urologix will not be penalized in any
manner if it does not achieve such a gross margin. For this purpose, gross
margin is defined as the difference between the actual sales price of the
Control Unit sold less (a) in the case of Control Units in the field as
demonstration, clinical, or seeding units, BSC's transfer price from
Urologix or (b) in the case of Control Units held by BSC in inventory,
BSC's transfer price from Urologix, unless otherwise agreed by BSC and
Urologix, for each such unit. BSC shall receive and retain the entire price
at which the Beek Products are sold.


4.2. Regular Purchase Orders. Urologix will inform BSC of all purchase
orders received with respect to Products within three business days of
receipt thereof. Within three days after being so informed by Urologix, BSC
may accept any such purchase order in accordance with its terms. If BSC so
accepts such a purchase order, BSC will be responsible for the proper and
timely shipment of the Products involved to, and the invoicing of, that
customer and for the collection of all amounts due BSC from any such


3


Exhibit 10.1 - CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
Certain information has been omitted from this exhibit
and filed separately with the Commission pursuant to a
request for confidential treatment under Rule 24b-2


sale.


4.3. Special Purchase Orders. If BSC does not accept any purchase
order in accordance with the procedure described in Section 4.2, BSC will
be deemed to have allowed Urologix the opportunity, at its option, to
itself complete that sale under an arrangement whereby Urologix will: (i)
take possession and title of those Products F.O.B. Beek and pay all
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