Exhibit 10.1
AMENDMENT NO. 1 TO
OEM PRODUCT DEVELOPMENT
AGREEMENT
This AMENDMENT
NO. 1 (“ Amendment No. 1 ”) is made
this 31st day of January, 2005, by and between Aspect Medical
Systems, Inc., a Delaware corporation (the “ AMS
”), and Boston Scientific Corporation, a Delaware corporation
(the “ BSC ”), and amends that certain OEM
PRODUCT DEVELOPMENT AGREEMENT, dated as of August 7, 2002,
among AMS and BSC (the “ Agreement ”).
Capitalized terms used herein but not otherwise defined herein
shall have the meaning ascribed to them in the
Agreement.
WHEREAS , pursuant to the Agreement, AMS agreed to work
exclusively with BSC during the Joint Development Period to develop
Joint Products;
WHEREAS , pursuant to the Agreement, AMS granted to BSC an
exclusive option to become the distributor for a period of time of
Company Products on the terms set forth in the Agreement, referred
to in the Agreement and in this Amendment No. 1 as the “
Distribution Option ”.
WHEREAS , AMS and BSC wish to extend (i) the Joint
Development Period, (ii) the Option Period, (iii) the
Distribution Term and (iv) the Term of the Agreement;
and
WHEREAS , AMS and BSC wish to amend the Agreement as set
forth herein.
NOW, THEREFORE , in consideration of the foregoing and the
mutual promises made herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as
follows:
1.
Amendment of Section 1 . In order to amend the
Option Period, the Agreement is hereby amended by deleting the date
“December 31, 2004” appearing in the
second
