Exhibit 10.1
[Novation
Letterhead]
March 1, 2005
Ron Chapman
Director, National Accounts
Owens & Minor
1434 Patton Place, Suite 136
Carrollton, TX 75007-4997
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RE:
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Extension of
Agreement DM10010
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Dear Ron:
Novation, LLC hereby elects to extend the
above-referenced Agreement entered into between the parties through
June 30, 2006. All other terms and conditions of the current
Agreement will remain in full force and effect, except as
identified below.
“1b. Authorized Distributor
. The following shall be added:
Authorized Distributor, will use its best efforts to market and
promote NOVAPLUS ® Products when such Products meet the needs of a
Member. Authorized Distributor shall provide distribution services
as Novation’s contracted distributor to the Members and shall
offer as a first option Novation-contracted Products, including,
without limitation, those Products, which display the
NOVAPLUS ® trademark. Authorized Distributor will not offer
its self-manufactured products, private-label products, or products
that Distributor has entered into a strategic relationship with a
manufacturer over, to a Member(s) without the direct consent of the
Member(s) prior to doing so.”
Section 2c. shall be amended as
follows:
“2c. Market Competitive Pricing and
Terms .
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Pricing . Supplier will lower the Award Prices or
increase any discount applicable to the purchase of the Services as
necessary to assure market competitiveness, and in addition
Supplier agrees to lower the Award Prices or increase any discount
applicable to the purchase of the Services for a specific member or
group of members at all times in the event Supplier offers a lower
price to any competitor of such member or group of members in their
trading area.
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Ron Chapman
Owens & Minor
March 1, 2005
Page 2
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Non-price
Terms . Supplier will
improve non-price terms, such as quality, technology or other
non-price financial value as necessary to assure market
competitiveness, and in addition Supplier agrees to adjust
non-price terms for a specific member or group of members at all
times in the event Supplier offers more favorable non-price terms
to any competitor of such member or group of members in their
trading area.
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If at any time during the Term Novation receives
information from any source that indicates Supplier’s pricing
or non-price terms are not market competitive, Novation may provide
written notices of such information to Supplier, and Supplier
wil
