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Amendment To Technology Transfer Agreement

This is an actual contract between Cabg Medical and ATS Medical.
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[CABG Medical, Inc. Letterhead]

June 3, 2004

Mr. Michael Dale
Chairman, President & CEO
ATS Medical, Inc.
3905 Annapolis Lane N., Suite 105
Minneapolis, Minnesota 55447 Re: Amendment to Technology Transfer Agreement between ATS Medical, Inc. and Manuel A. Villafaf1a

Dear Mr. Dale:

This letter concerns the Technology Transfer Agreement Dated June 5, 1996 between ATS Medical, Inc. ("ATS") and Manuel A. Villafaf1a (the "Agreement"). The purpose of this amendment is to (i) transfer the rights and obligations of Manuel A. Villafaf1a to CABG Medical, Inc. ("CABG"), (ii) amend the royalty payment provision set forth in Section 2 of the Agreement, and (iii) amend the termination provision set forth in Section 6 of the Agreement.

Accordingly, this letter confirms the assignment of the rights and obligations of Manuel A. Villafaf1a to CABG and acknowledges the consent thereto by ATS.

Additionally, this letter amends and supercedes Sections 2 and 6 of the Agreement. Specifically, Section 2 of the Agreement is hereby amended and restated to read in its entirety as follows:

"2 Royalty Obligations.

(a) Definitions. The following words and phrases, as used in this Agreement, shall have the meaning ascribed below:

"Net Sales" means the gross amount received on the sale of Royalty Products by CABG (excluding sales for use in clinical trials or other scientific testing for which CABG receives no revenue), less:

(i) discounts, credits, and rebates, except any discounts, credits and rebates granted in consideration of such third party's agreement to purchase any product other than Royalty Products (other than where such discounts, credits or rebates are "across-the-board" discounts, credits or rebates applied to the Royalty Products and other products as part of an overall program of discounts, credits or rebates established by CABG covering a broad range of products);

(ii) allowances, adjustments, chargebacks, rejections, recalls and returns;

(iii) management fees to group purchasing organizations, such fees to be calculated as that percentage of the total management fees associated with a purchase of products which include the Royalty Products, equivalent to the proportionate economic value of the Royalty Products relative to the total economic value contributed by all the other items purchased;

(iv) sales, excise, similar taxes; turnover, inventory, value-added and similar taxes; and

(v) transportation, insurance and other handling expenses directly chargeable to such sales;

provided, however, that if a Royalty Product is sold together with another item (whether as part of the sale of combination product, package, system, kit or tray or otherwise) at a unit price, whether pa
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