[Confidential treatment has been
requested as to certain portions of this document. Each
such portion, which has been omitted herein and replaced with a
series of three asterisks in brackets [***], has been filed
separately with the Securities and Exchange
Commission.]
EXHIBIT 10.8
February
25, 2009
Jon
Last
President
Bard Access
Systems, Inc.
605 North 5600
West
Salt Lake City,
Utah 84116
Re: Chronoflex
Agreement extension and amendment
Dear
Jon:
We refer to the
Development, Supply and License Agreement, dated November 11, 1992
(the “Original Agreement’), by and between AdvanSource
Biomaterials, Corp. (formerly known as CardioTech
International, Inc. and Polymedica Industries, Inc.)
(“AdvanSource”) and Bard Access Systems, Inc.
(“Bard”), as amended by the Amendment to Development,
Supply and License Agreement, dated January 26, 1999 (the
“Amendment”) between AdvanSource and Bard, and as
modified by the letter agreement between Bard and AdvanSource dated
October 30, 2001 (the “First Letter’), the letter
agreement between Bard and AdvanSource dated July 1, 2003 (the
“Second Letter”) and the letter agreement between Bard
and AdvanSource dated April 1, 2004 (the “Third
Letter”). The Original Agreement, the Amendment, the First
Letter, the Second Letter and the Third Letter are referred to
herein collectively as the “Agreement”. Capitalized
terms used herein but not defined herein shall have the meanings
given such terms in the Agreement.
As of March 31,
2009, Bard and AdvanSource agree to amend the Agreement as
follows:
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Section 1.10 of
the Agreement is hereby deleted in its entirety.
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AdvanSource’s obligations set forth in
Article VI, Exclusive Supply of CHRONOFLEX of the Original
Agreement and any supply and license obligations of AdvanSource set
forth in the First Letter, Second Letter and Third Letter shall be
non-exclusive.
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Section 8.2 is
hereby deleted in its entirety and replaced as follows:
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“From
April 1, 2009 through March 31, 2011, AdvanSource and Bard hereby
agree that the price for CHRONOFLEX and IMPROVEMENTS, FOB
AdvanSource’s manufacturing facility, exclusive of sales tax
and customs duties, if any, shall become [***] of
CHRONOFLEX.”
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Sections 8.3,
8.3(a) and 8.6 of the Agreement are hereby deleted in their
entirety.
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Section 9.1 of
the Agreement and any royalty obligations set forth in the First
Letter, Second Letter and Third Letter are hereby deleted in their
entirety and replaced as follows:
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“From
April 1, 2009 through March 31, 2010, Bard shall pay AdvanSource a
royalty in the amount of [***] of PRODUCT that is COMMERCIALLY SOLD
and that would infringe an issued claim of a patent included in the
PROPRIETARY RIGHTS if COMMERCIALLY SOLD in a country in which an
issued claim of such patent included in the PROPRIETARY RIGHTS is
valid and subsisting at the time of COMMERCIAL SALE, provided,
however , that only one royalty shall be due to AdvanSource
regardless of the number of issued claims of patents included in
the PROPRIETARY RIGHTS that may cover such PRODUCT and regardless
of the number of COMMERCIAL SALES or transfers of such
PRODUCT.
From April 1,
2010 through March 31, 2011, Bard shall pay AdvanSource a royalty
in the amount of [***] of PRODUCT that is COMMERCIALLY SOLD and
that would infringe an issued claim of a patent included in the
PROPRIETARY RIGHTS if COMMERCIALLY SOLD in a country in which an
i
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