OEM PRODUCT DEVELOPMENT
AGREEMENT
This AMENDMENT
NO. 2 (“Amendment No. 2”) is made this 5th day
of February, 2007, by and between Aspect Medical Systems, Inc., a
Delaware corporation (“ AMS ”), and Boston
Scientific Corporation, a Delaware corporation (“ BSC
”), and amends that certain OEM PRODUCT DEVELOPMENT
AGREEMENT, dated as of August 7, 2002, among AMS and BSC (the
“ Agreement ”), as amended by that certain
Amendment No. 1 to OEM PRODUCT DEVELOPMENT AGREEMENT, dated as
of January 31, 2005, among AMS and BSC (“ Amendment
No. 1 ”). 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, in Amendment No. 1 and in this Amendment No. 2
as the “ Distribution Option
”.
WHEREAS,
AMS and BSC have previously executed Amendment No. 1, pursuant
to which each of (i) the Joint Development Period, (ii) the
Option Period, (iii) the Distribution Term and (iv) the
Term of the Agreement were extended;
WHEREAS ,
AMS and BSC wish to further 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 further 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
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