EXHIBIT 10.5
Angeion Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxx 00000-0000
XXX
Telephone: 612/000-0000
Facsimile: 612/315-2059
11 May 1999 [LOGO]
ANGEION (R)
Philippe Goupit CORPORATION
Synthelabo
22 avenue Galilee
X.X. 00
00000 Xx Xxxxxxx Xxxxxxxx
Xxxxx, Xxxxxx
RE: LETTER AMENDMENT TO INVESTMENT AND MASTER STRATEGIC
RELATIONSHIP AGREEMENT BETWEEN ANGEION AND SYNTHELABO
Dear Philippe:
This letter will document our amendment to the Amended and Restated Investment
and Master Strategic Relationship Agreement dated as of October 9, 1997 (the
"Investment Agreement") between Angeion Corporation, a Minnesota corporation
("Angeion"), and Synthelabo, a societe anonyme organized under the laws of the
Republic of France ("Synthelabo"), pursuant to the terms of the Withdrawal
Agreement dated as of May 11, 1999 between Angeion and ELA Medical, Inc., a
Delaware corporation and wholly-owned subsidiary of Synthelabo. Angeion and
Synthelabo hereby amend the Investment Agreement as follows:
(a) Sections 4.3(d) and 4.3(e) of the Investment Agreement
are terminated as of May 11, 1999; and
(b) Section 4.3(c) of the Investment Agreement is amended
such that Section 4.3(c) shall not apply to Joint
Venture Liabilities, as that term is defined in the
Investment Agreement, to the extent such Joint Venture
Liabilities (i) relate to, or are based on or arise from
the conduct of the business of the Joint Venture, as
that term is defined in the Investment Agreement, from
and after April 1, 1999, excluding, however, any Third
Party Claim, as that term is defined in the Limited
Liability Company Operating Agreement of Angellan
Medical Systems, LLC dated December 9, 1997 (the
"Operating Agreement"), asserted by or on behalf of a
patient arising out of or relating to any Product
supplied by Angeion under the Angeion Supply Agreement,
as those terms are defined in the Operating Agreement or
(ii) are reflected on the balance sheet of the Joint
Venture as of March 31, 1999.
Please indicate your acceptance of this amendment to the Investment Agreement by
executing and returning to me one of the originals of this Letter Amendment.
Sincerely,
/s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
President/CEO
Agreed and accepted on behalf of Synthelabo
as the date first written above by:
By: /s/ X. X. Xxxxxxx
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Its: Vice President
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General Counsel
/s/ Xxxx Guyader
X. Xxxxxxx
Vice President
