FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

EXHIBIT 10.2

 

Confidential Treatment requested.

Confidential portions of this document have been

redacted and have been filed separately

with the Commission

 

FIRST AMENDMENT

TO DISTRIBUTION AGREEMENT

 

THIS FIRST AMENDMENT is made by and between MEDICAL COMPONENTS, INC. (hereinafter referred to as “MEDCOMP”), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, United States of America, having its principal office at 1499 Delp Drive, Harleysville, Pennsylvania, 19438, and ANGIODYNAMICS, INC. , a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal office at 603 Queensbury Avenue, Queensbury, New York 12804 (hereinafter referred to as “ANGIODYNAMICS”).

 

WHEREAS, MEDCOMP and ANGIODYNAMICS entered into a Distribution Agreement dated June 22, 2004 (hereinafter referred to as “the Distribution Agreement”), under which ANGIODYNAMICS distributes certain medical devices and products produced by MEDCOMP;

 

AND WHEREAS, MEDCOMP and ANGIODYNAMICS desire to amend certain aspects of the Distribution Agreement in accordance with this First Amendment;

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.

Effective Date . This First Amendment shall be effective as of November 4, 2005.

 

2.

Exhibits . Exhibits A through F of the Distribution Agreement are hereby replaced with the Exhibits A through H attached hereto.

 

3.

Amendments .

 

(a)

Paragraph 1.2 is hereby amended and restated to read as follows:

 

“Products” as used herein shall mean those products as set forth in Exhibits A, B, C, D, E, F, G, and H (“hereinafter Exhibits A-H”) attached hereto. Exhibits A-H may be modified from time to time, during the effective period of this Agreement, by the mutual written consent of the parties.

 

(b)

All references to “Exhibits A-E” throughout the Distribution Agreement are amended and restated to read as follows “Exhibits A-H”.

 

(c)

Paragraph 2.1 is hereby amended and restated to read as follows:

 

As designed on each of the Exhibits A, B, E, F & G, MEDCOMP hereby grants to ANGIODYNAMICS the sole and exclusive distributorship, together with the right to

 

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appoint others, for the Products in Exhibits A, B, E, F & G throughout the Territory. MEDCOMP shall not sell, either directly or indirectly, any of the Products in Exhibits A, B, E, F & G to any other person or entity.

 

(d)

Paragraph 2.2 is hereby deleted in its entirety and shall be designated as “Reserved”.

 

(e)

Paragraph 2.3 shall be amended and restated to read as follows:

 

As designated on Exhibit D & H, MEDCOMP hereby grants to ANGIODYNAMICS a non-exclusive distributorship for the Products listed in Exhibit D & H throughout the Territory, together with the right to appoint others.

 

4.

Surviving Provisions . Except as expressly provided herein, all other provisions of the Distribution Agreement shall remain in effect and full force. From and after the date of this First Amendment, all references to this Distribution Agreement shall be deemed references to the Distribution Agreement as amended by this First Amendment.

 

5.

Signatures . This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this First Amendment by facsimile transmission shall be as effective as delivery of a manually signed counterpart.

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment by their duly authorized officers or representatives on the dates set forth following their signature.

 

MEDICAL COMPONENTS, INC.						ANGIODYNAMICS, INC.
By:		/ S /    T IMOTHY M. S CHWEIKERT				By:		/ S /    H AROLD C. M APES
		Timothy M. Schweikert						Harold C. Mapes
		President						Vice President of Operations
Date: 11-10, 2005						Date: November 4, 2005

 

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EXHIBIT A

 

Schon™

Exclusive World Wide Agreement*

 

 

*	AngioDynamics shall purchase the annual minimum number of products units referenced in the chart above for each respective year from the list of products on said chart.

 

Kit

 

1 – Appropriate Catheter

1 – 13ga Red Compression Collar

1 – 13ga Blue Compression Collar

1 – 10F Tesio Venous Catheter Extension

1 – 10F Tesio Arterial Catheter Extension

2 – Compression Ring

1 – CSR Wrap

1 – #11 Blade Scalpel

1 – 2-0 Silk Suture w/Curved Needle

1 – .038 x 70cm Marked GW (Schon)

1 – 3M Tegaderm Oval

2 – Modified Tunneler

1 – Oval Tearaway Sheath/Dilator

1 – Angio GW Direction Sheet

1 – Angio Adaptor Direction Sheet

1 – Angio Direction Sheet

1 – Oval Sheath Tearaway Clip

2 – Injection Port

1 – 18ga Introducer Needle ***

1 – Red Robert’s Mini Clamp

1 – Blue Robert’s Mini Clamp

 

Catheter

 

1 – Appropriate Schon Catheter

1 – 13ga Red Compression Collar

1 – 13ga Blue Compression Collar

1 – 10F Tesio Venous Catheter Extension

1 – 10F Tesio Arterial Catheter Extension

1 – CSR Wrap

1 – Angio Adaptor Direction Sheet

1 – Angio Direction Sheet

2 – Injection Port

1 – Blue Robert’s Mini Clamp

1 – Red Robert’s Mini Clamp

2 – Compression Ring

***	Confidential material redacted and filed separately with the Commission.

EXHIBIT A (cont’d)

 

Cutting Insertion Tray

 

1 – 13ga Red Compression Collar

1 – 13ga Blue Compression Collar

1 – 10F Tesio Venous Catheter Extension

1 – 10F Tesio Arterial Catheter Extension

2 – Compression Ring

1 – CSR Wrap

1 – #11 Blade Scalpel

1 – 2-0 Silk Suture w/Curved Needle

1 – .038 x 70cm Marked GW (Schon)

1 – Tegaderm Oval

2 – Modified Tunneler

1 – Oval Tearaway Sheath/Dilator

1 – Angio GW Direction Sheet

1 – Angio Adaptor Direction Sheet

1 – Angio Direction Sheet

1 – Oval Sheath Tearaway Clip

2 – Injection Port

1 – 18ga x 2  ³ / 4 ” Introducer Needle

1 – Red Robert’s Mini Clamp

1 – Blue Robert’s Mini Clamp

 

Venous Adapters

 

1 – 13ga Blue Compression Collar

1 – 10F Tesio Catheter Venous Extension

1 – Compression Ring

1 – Angio Adaptor Direction Sheet

 

Tearaway Sheath

 

1 – Oval Tearaway Sheath/Dilator

1 – Oval Sheath Tearaway Clip

 

Blunt Tunnelers

 

1 – Blunt Tunneler for Tesio Catheter

 

Blunt Insertion Tray

 

1 – 13ga Red Compression Collar

1 – 13ga Blue compression Collar

1 – 10F Tesio Venous Catheter Extension

1 – 10F Tesio Arterial Catheter Extension

2 – Compression Ring

1 – CSR Wrap

1 – #11 Blade Scalpel

1 – 2-0 Silk Suture w/Curved Needle

1 – .038 x 70cm Marked GW (Schon)

1 – Tegaderm Oval

2 – Blunt Tunneler for Tesio Catheter

1 – Oval Tearaway Sheath/Dilator

1 – Angio GW Direction Sheet

1 – Angio Adaptor Direction Sheet

1 – Angio Direction Sheet

1 – Oval Sheath Tearaway Clip

2 – Injection Port

1 – 18ga x 2  ³ / 4 ” Introducer Needle

1 – Red Robert’s Mini Clamp

1 – Blue Robert’s Mini Clamp

 

Arterial Adaptors

 

1 – 13ga Red Compression Collar

1 – 10F Tesio Catheter Arterial Extension

1 – Compression Ring

1 – Angio Adaptor Direction Sheet

 

Tearaway Sheath – Long

 

1 – 20cm Oval Tearaway Sheath/Dilator

1 – Oval Sheath Tearaway Clip

 

Sharp Tunnelers

 

1 – Modified Tunneler for Tesio Catheter

EXHIBIT B

 

Schon XL Acute Dialysis Catheters

Exclusive World Wide Agreement*