Addendum 3 To The Oem Agreement

EXHIBIT 10.36


ADDENDUM 3
OEM Development and Purchase Agreement


Addendum 3 to the agreement dated 22nd day of December, 1999 (the "Agreement"), by and between Aspect Medical Systems, Inc. ("Aspect") and GE Marquette Medical Systems, Inc. ("GE").


Per section 7.3 of the Agreement, Purchase Price Reductions, Aspect is reducing the list price on the BIS/EEG Module Kit (exclusive of the license) by [**]%. The price Aspect shall charge GE is the following:


2003: BIS Engine & DSC $[**]
License $[**]


For the purpose of calculating the volume discount for the calendar year 2003, all BIS/EEG Module Kits shipped from January 1, 2003 through December 31, 2003 will be included in the total volume discount calculation. List price will be charged and any volume discount earned will be issued at the time it is earned either as a credit or cash at the preference of GE.


Aspect is also reducing the list price on Aspect Sensors to $[**] per sensor for the BIS Quatro, BIS Pediatric and BIS Standard Sensors. In addition, GE will be eligible for volume discounts off this list price. The volume discount pricing will be based upon the total volume of BIS Sensors purchased worldwide by GE or GE subsidiaries during the previous calendar year. For example, the $[**] per sensor price for 2003 is based on the total volume of sensors purcha ...