Exhibit 10.1
AMENDMENT NO. 1 TO MARKETING
REPRESENTATION AGREEMENT
This Amendment No. 1 to
Marketing Representation Agreement (the “Amendment
No. 1”) is made this 12 th day of October, 2005, by and among
(i) Novoste Corporation, a Florida corporation with its
principal place of business at 4350 International Boulevard,
Norcross, Georgia 30093 (“Novoste”), (ii) Best
Vascular, Inc., a Delaware corporation with its principal place of
business at 7643 Fullerton Road, Springfield, Virginia 22153
(“Representative”), and (iii) Best Medical
International, Inc., a Virginia corporation which is an affiliate
of Representative, with its principal place of business at 7643
Fullerton Road, Springfield, Virginia 22153
(“BMI”);
WHEREAS, Novoste, Representative and BMI entered into
that certain Marketing Representation Agreement, dated as of
August 25, 2005 (the “Marketing Representation
Agreement”), pursuant to which Novoste engaged Representative
to market, demonstrate and solicit orders for various products with
respect to Seller’s VBT Business; and
WHEREAS, Novoste, Representative and BMI desire to amend
certain provisions of the Marketing Representation Agreement;
and
WHEREAS, the parties hereto are concurrently with this
Amendment No. 1 entering into an amendment and restatement of
the asset purchase agreement, dated as of October 25, 2005;
and
WHEREAS, for purposes of this Amendment No. 1,
capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Marketing Representation
Agreement (as amended by this Amendment No. 1);
NOW, THEREFORE,
in consideration of the mutual
pro
