Exhibit 10.6
[CONFIDENTIAL TREATMENT REQUESTED]
/*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.
SIDE-LETTER
AGREEMENT
THIS AGREEMENT is made as of
January 30, 2004 by and between LeMaitre Vascular, Inc., a
Delaware corporation (“LeMaitre), and Spinnaker R&D
Associates, a New Mexico general partnership
(“Spinnaker”), on behalf of itself, the University of
New Mexico, Wolf M. Kirsch, M.D,. Yong Hua Zhu, M.D., and Robert B.
Cushman (collectively, “Licensor” and, individually, a
“Licensor Party”).
A. Licensor is party to a certain
License Agreement with United States Surgical Corporation, a
Delaware Corporation (“USSC”), dated as of
February 11, 1992, whereby Licensors licensed to USSC certain
patents and related technology related to surgical clips and
applicators therefore (the “License
Agreement”).
B. LeMaitre and USSC (and/or its
affiliates) are simultaneously herewith entering into an Asset
Purchase Agreement whereby USSC would assign the License Agreement
to LeMaitre in connection with the transfer of the VCS Clip product
line and certain related technology (the “Asset Purchase
Agreement”).
C. Licensor is separately agreeing
to amend certain terms of the License Agreement in connection with
the assignment of the License Agreement to LeMaitre and consenting
to such assignment.
D. Spinnaker is duly authorized as
agent and attorney-in-fact to execute this Agreement on behalf of
Licensor pursuant to written authorization by each of the other
Licensor Parties previously delivered to United States Surgical
Corporation.
IN CONSIDERATION of the mutual
covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Condition Precedent. This
Agreement is contingent and shall only be effective upon the
assignment of the License Agreement by USSC to LeMaitre.
2. Consent to Assignment.
Licensor hereby consents to the assignment of the License
Agreement, as amended by an Amendment No. I to License Agreement of
even date herewith (the “Amendment”), to
LeMaitre.
3. Licensor Group Consent.
Spinnaker represents and warrants that it has received the written
consent to enter into this Agreement and the Amendment from two of
the following three parties: the University of New Mexico, Wolf M.
Kirsch, M.D, and Yong Hua Zhu, M.D.
4. LeMaitre Stock
.
(a) On each of (i) the date
that the License Agreement is assigned to LeMaitre, and
(ii) the first business day after the first anniversary of
such assignment, [CONFIDENTIAL TREATMENT REQUESTED] /*/ shall issue
$[CONFIDENTIAL TREATMENT REQUESTED] /*/ of [C
