AMENDMENT NO. 3 TO THE AGREEMENT
OF JUNE 02, 1992 BETWEEN
PHILIPS, IGC AND GEC ALSTHOM
XJB133.2487.MRP
1997-05-27
CONFIDENTIAL 6 FEBRUARY, 1997
AMENDMENT NO. 3 TO THE
AGREEMENT OF JUNE 09, 1992 BETWEEN
PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.
AND
INTERMAGNETICS GENERAL CORPORATION AND ALSTHOM INTERMAGNETICS S.A.
THIS AMENDMENT NO. 3, made and entered into this 1st day of January, 1997,
by and among, Philips Medical Systems Nederland B.V. ("Philips") on the one
hand, and Intermagnetics General Corporation ("Intermagnetics") and GEC
Alsthom Intermagnetics, formerly known as Alsthom Intermagnetics, S.A.
("AISA") (Intermagnetics and AISA collectively, the "Supplier"), on the
other hand.
WHEREAS, Philips and Supplier entered into the Agreement Regarding a
Family of Active Shielded Superconducting Whole Body Magnets, dated
June 09, 1992 (as subsequently amended, the "Agreement"), pursuant to
which Supplier agreed, in close cooperation with Philips, to develop,
design, engineer, manufacture and supply active shielded
superconducting magnet systems for magnetic resonance diagnostic
devices in accordance with Philips' functional requirements; and
WHEREAS, pursuant to Amendment No. 1 To The Agreement of June 09,
1992, dated 05 January, 1996, the Parties amended the Agreement to
update the price schedules set forth in Exhibits IXa and IXb "Price
Schedule", and the list of amendments to the Agreement set forth in
Exhibit XVII "Amendments to the Agreement"; and
WHEREAS, pursuant to Amendment No. 2 To The Agreement of June 09,
1992, dated 08 March, 1996, the Parties further amended the Agreement
to update the price schedule set forth in Exhibits IXa and IXb "Price
Schedule", and the list of amendments to the Agreement set forth in
Exhibit XVII "Amendments to the Agreement"; and
[CONFIDENTIAL TREATMENT REQUESTED]
WHEREAS, the Parties wish to accomplish the foregoing by extending, or
amending and extending for the appropriate time period only those
portions of the Agreement relevant to their purposes, and to delete
all other portions of the Agreement; and
WHEREAS, the Parties also wish to amend Exhibits IXa and IXb to
reflect a new agreement between Intermagnetics and Philips, and AISA
and Philips, respectively, with regard to prices;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, Philips and Supplier hereby agree as follows:
1. APPLICATION OF THIS AMENDMENT NO. 3.
A. Except as otherwise agreed by the Parties from time to time, with
respect to Products meeting the specifications set forth in the
Agreement as it existed prior to this Amendment No. 3, and
ordered by Philips from Supplier pursuant to the Agreement as it
existed prior to this Amendment No. 3, the Agreement shall
continue in full force and effect, as if never amended by this
Amendment No. 3.
B. With respect to all other Products ordered by Philips from
Supplier, the Agreement, as amended by this Amendment No. 3,
shall govern.
2. QUALITY SYSTEMS AMENDMENT.
Section 3.5 of the Agreement shall be, and hereby is, deleted in its
entirety.
[CONFIDENTIAL TREATMENT REQUESTED]
4. MARKETING AND SALES.
The Parties agree that the provisions of Article 7 need no longer apply in
the absence of the original Article 4 of the Agreement. Accordingly, the
Parties agree that Article 7 shall be, and hereby is, deleted in its
entirety.
[CONFIDENTIAL TREATMENT REQUESTED]
6. EXTENSION OF TERM.
The Parties agree that the initial term of the Agreement shall be extended
through December 31, 2000. Accordingly, the Agreement shall be, and hereby
is, amended to delete the second sentence of Section 23.1 and substitute in
lieu thereof the following:
Thereafter, this Agreement shall extend for an additional term
(the "Extended Term") through December 31, 2000, and shall
automatically be extended for successive periods of twelve (12)
months thereafter unless and until terminated by any party by one
(1) year's prior notice in writing terminating this Agreement at
the end of the Extended Term, or any anniversary of that date if
such termination relates to either IGC or AISA, or two (2) years
prior written notice if such termination relates to both IGC and
AISA.
7. NAMES AND ADDRESSES.
The Parties further agree that the Agreement should reflect the updated
names and addresses of each party.
A. The Agreement shall be, and hereby is, amended to delete each
reference to "Alsthom Intermagnetics" and substitute in lieu
thereof "GEC Alsthom Intermagnetics".
B. The Agreement shall be, and hereby is, amended to delete from
Section 26.5 the address and fax number for Intermagnetics, and
substitute in lieu thereof, the following address and fax number:
Intermagnetics General Corporation
000 Xxx Xxxxxxxxx Xxxx
P.O. Box 461
Latham, New York 12110-0461
USA
(By Telefax for Magnet Business Unit) 00-0-000-000-0000, or
(By Telefax for Intermagnetics Corporate) 00-0-000-000-0000
C. The Agreement shall be, and hereby is, amended to delete from
Section 26.5 the fax number for AISA, and substitute in lieu
thereof, the following fax number:
(By Telefax) 09-333-84-55-16-15
8. LIST OF AMENDMENTS.
In order to reflect this Amendment No. 3 properly, Exhibit XVII of the
Agreement, which sets forth the list of amendments to the Agreement, shall
be, and hereby is, deleted in its entirety, and in lieu thereof shall be
substituted the corresponding Exhibit XVII attached to this Amendment No. 3.
9. PRICE SCHEDULES.
Intermagnetics and Philips have agreed to a revised Exhibit IXa "Price
Schedule" to reflect a new agreement between them with respect to prices.
Accordingly, the Parties agree that Exhibit IXa attached to the Agreement
shall be, and hereby is, deleted from the Agreement in its entirety, and
the revised Exhibit IXa, as initialed and dated as of the date hereof by
Intermagnetics and Philips, shall be, and hereby is, incorporated as
Exhibit IXa of the Agreement.
AISA and Philips have agreed to a revised Exhibit IXb "Price Schedule" to
reflect a new agreement between them with respect to prices. Accordingly,
the Parties agree that Exhibit IXb attached to the Agreement shall be, and
hereby is, deleted from the Agreement in its entirety, and the revised
Exhibit IXb, as initialed and dated as of the date hereof by AISA and
Philips, shall be, and hereby is, incorporated as Exhibit IXb of the
Agreement.
10. OTHER PROVISIONS.
The parties agree that this Amendment No. 3 shall be treated as if it were
an integral part of the Agreement as of the date hereof. By way of
illustration, and not limitation, this shall mean that the provisions of
Section 26.8, Applicable Law and Settlement of Disputes, shall apply to
this Amendment No. 3 as if that Section were set forth in this Agreement.
Notwithstanding the foregoing, in the event of a conflict between the terms
of this Amendment No. 3 and the Agreement, the language and intent of this
Amendment No. 3 shall control.
CONFIDENTIAL 6 FEBRUARY, 1997
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above
written.
INTERMAGNETICS GENERAL PHILIPS MEDICAL SYSTEMS
CORPORATION NEDERLAND B.V.
By /S/ XXXX X. XXXXXX By: /S/ FREEK KNOET
Xxxx X. Xxxxxx Freek Knoet
President Director, PMG-MR
Date: Date: /S/ MAY 26, 1997
GEC ALSTHOM INTERMAGNETICS
By: /S/ GRARD GRUNBLATT
Xxxxx Xxxxxxxxx
Xxxxxx Manager
Date:
EXHIBIT I C
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT I D
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT I E
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT III A
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT III B
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT IX A
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT IX B
[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT XVII
1. AMENDMENT NO. 1
DOCUMENT XJB133.2040.CS DATED 1996-05-01
2. AMENDMENT NO. 2
DOCUMENT XJB133.2147.CS DATED 1996-08-03
3. AMENDMENT NO. 3
DOCUMENT XJB133.2487.MRP DATED 1997-05-27
