EXHIBIT 10.11
ADDENDUM NO. 1 TO THE
OEM AGREEMENT
BETWEEN
MORTARA INSTRUMENT, INC. ("MORTARA")
AND
▇▇▇▇▇▇▇ INSTRUMENT COMPANY ("▇▇▇▇▇▇▇")
The above-referenced Agreement dated October 17, 2000 (the "Agreement") is
modified in accordance with the terms and conditions of this Addendum No. 1 to
the OEM Agreement ("Addendum No. 1").
Whenever possible, the provisions of the Agreement and this Addendum No.
1 shall be construed to be consistent. In the event such a construction is
impossible or unreasonable, the terms of this Addendum No. 1 shall control.
The Agreement is modified as follows:
1) Minimum License Amounts as set forth in Section 4.2 remain in full force and
effect.
2) Exhibit A. Insert the following:
QUANTITY INITIAL
DISCOUNT TRANSFER LEAD ORDER
PRODUCT LEVELS FEE TIME QUANTITY
------- -------- -------- ---- --------
SOFTWARE:
Remote Download Station [*] [*] n/a [*]
3) Section 4.2 Insert the following paragraphs:
Q-TRACK II PAYMENT SCHEDULE
Effective July 1, 2001, Mortara will invoice ▇▇▇▇▇▇▇ [*] as license fees due
against Quinton's future sales of Q-Track II. In addition, over the
following successive ten (10) months, Mortara will invoice ▇▇▇▇▇▇▇ [*] each
month as license fees due against Quinton's future sales of Q-Track II.
Notwithstanding Section 4.2.2, payment terms are [*] days.
Subsequent years of this Agreement will follow a similar schedule with [*]
Q-Track II licenses invoiced per month for the first two months of each
quarter, and [*] Q-Track II licenses invoiced per month for the last month
of each quarter. At the end of each calendar quarter, ▇▇▇▇▇▇▇ will provide
Mortara with a report detailing the number of licenses sold. If total
licenses sold are in excess of the minimum licenses invoiced for the quarter
by Mortara, additional payment will be made to Mortara for the difference
due, within [*] days of the end of such calendar quarter.
Mortara shall credit ▇▇▇▇▇▇▇ [*] Q-Track II licenses for each [*] Q-Track i
licenses distributed to End Users. Such credit shall be applied against the
Minimum Licenses Amounts due hereunder.
Q-TRACK I TRANSFER FEES
Q-Track i licenses distributed to End Users shall count towards the Minimum
Licenses Amounts due hereunder. Transfer fees for Q-Track i are based on
sales of Q-Track II and are cumulative over the term of the Agreement, as
follows:
[*] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION.
Total Cumulative Sales
Q-Track II Q-Track i Transfer Fee
-------------------------- -------------------------
[*] [*]
[*] [*]
[*] [*]
UPGRADE LICENSE TRANSFER FEES
Upgrade license fees for Q-Track i to Q-Track II are [*]. This upgrade
license fee will be offered to all licensed Q-Track i users, as well as
existing Mortara H-Scribe accounts. Upgrade Licenses shall not count towards
the Minimum Licenses Amounts due hereunder. In addition, [*] Q-Track II
licenses will be provided at [*] to ▇▇▇▇▇▇▇ for distribution to problem
Zymed accounts. These [*] licenses will not be counted towards Minimum
License Amounts due hereunder. Upgrade pricing as provided herein does not
apply to Zymed ▇▇▇▇▇▇ customers.
4) Exhibit B, Territory, is modified to now read as follows:
The Territory, as defined in Exhibit B, consists of: EXCLUSIVE TO MORTARA --
Austria, Belgium, Bulgaria, Croatia, Slovenia, Hungary, Finland, Greece,
Portugal, Spain, Italy, Germany, Netherlands, Switzerland, Turkey, Russia
(CIS), Israel, Kuwait, New Zealand, India, and the Peoples Republic of China
including Hong Kong. EXCLUSIVE TO QUINTON -- England, Ireland, Japan and
Korea along with the Western Hemisphere. All other countries not directly
stated above are non-exclusive and are available for distribution through
either Company.
5) New Section 14, Future Development:
Future product development may include a ▇▇▇▇▇▇▇ customized version of the
▇▇▇▇▇▇ Software which would be available for worldwide distribution. Such a
customized ▇▇▇▇▇▇ Software would be created by Mortara under a separate
agreement with detailed specifications provided by ▇▇▇▇▇▇▇, and an NRE
charge to be mutually agreed between the parties.
The new pager sized recorder is anticipated to have removable, programmable
media and a display screen which displays an impedance check and ECG
tracings. The new recorder is expected for domestic release in the first
quarter of FY 02. Transfer Fees for the new recorder should reflect pricing
typically associated with an OEM to first line reseller, and be less than
pricing associated wit the H12 recorder.
Except as specifically amended hereby, all terms of the Agreement shall remain
in full force and effect.
MORTARA INSTRUMENT, INC. ▇▇▇▇▇▇▇ INSTRUMENT COMPANY
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Authorized Signature Authorized Signature
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name
President
--------------------------------- ------------------------------------
Vice President Sales & Marketing Title
8/20/01 8/20/01
--------------------------------- ------------------------------------
Date Date
[*] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION.
