EXHIBIT 99.3
ADDENDUM NUMBER TWO
TO
DEVELOPMENT AND LICENSING AGREEMENT
FOR
SAFETY "SELDINGER" NEEDLE DEVICE
THIS ADDENDUM is made this 27th day of December, 2004 to the Development and
Licensing Agreement between Med-Design Corporation and MedAmicus, Inc. dated
August 25, 2000, as amended by Addendum Number One to such agreement dated as of
September 21, 2001 (the "Agreement").
FOR GOOD AND VALUABLE CONSIDERATION, Med-Design and Enpath agree to further
amend the Agreement as follows:
1. Parties. The parties to the Agreement acknowledge that MedAmicus, Inc.
changed its corporate name to Enpath Medical, Inc. as of February 2,
2004, and all references in the Agreement to MedAmicus, Inc. or
MedAmicus should be interpreted after such date to reference Enpath
Medical, Inc. or Enpath.
2. Exhibit C - Minimum Purchase Quantities. The quantity set forth in
Exhibit C of the Agreement for Royalty Year 4, which applies to
calendar year 2004, is hereby adjusted to -0- annually.
3. Negotiation Period. In consideration of the amendments set forth in
this Addendum, Enpath agrees that during the period from the date of
this Addendum until April 30, 2005 (the "Negotiation Period"), Enpath
will maintain its business of manufacturing and marketing the Safety
Seldinger Needle (the "Safety Needle Business") and Enpath will not
sell or transfer the Safety Needle Business to a third party. During
the Negotiation Period, Enpath and Med-Design agree to negotiate in
good faith the potential sale of the Safety Needle Business to
Med-Design in a manner that will provide uninterrupted supply of the
safety needles to Enpath's customers. No arrangement to sell or
purchase the Safety Needle Business will be binding on either party
unless and until a definitive agreement, setting forth mutually
acceptable terms, is executed by both Enpath and Med-Design.
4. Confidentiality. The terms of this Addendum and the fact that
discussions are taking place regarding the Safety Needle Business are
confidential and must not be publicly disclosed by a party without the
prior written consent of the other party, except that a party may make
any public disclosure it believes in good faith, upon the advice of
counsel, is required by applicable law or any listing or trading
agreement concerning its publicly traded securities (in which case the
disclosing party will provide a draft of the disclosure to the other
party and provide a reasonable period of time to comment before making
the disclosure).
5. Other. All other terms of the Agreement shall remain in full force and
effect. This Addendum may be executed in one or more counterparts, all
of which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum:
THE MED-DESIGN CORPORATION ENPATH MEDICAL, INC.
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Signature Signature
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Print Name Print Name
Vice President and Secretary President - Delivery Systems Division
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