Exhibit 10.36
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS)
HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 3
TO
SALES REPRESENTATIVE AGREEMENT
This Amendment No. 3 to Sales
Representative Agreement is made and entered into effective as of
September 15, 2003 by and between OrthoLogic Corp., a Delaware
corporation, with its principal place of business at 1275 West
Washington Street, Tempe, AZ 85281 (“OrthoLogic”), and
DePuy AcroMed, Inc., an Ohio corporation, with its principal place
of business at 325 Paramount Drive, Raynham, MA 02767 (“DePuy
AcroMed”).
WHEREAS, OrthoLogic and DePuy
AcroMed are parties to a Sales Representative Agreement, dated
August 18, 2000, as amended on August 1, 2001 and
March 1, 2002 (as amended, the “Agreement”),
under which OrthoLogic appointed DePuy AcroMed as its exclusive
sales representative to sell OrthoLogic’s SpinaLogic bone
growth stimulation product, as set forth in Section 1.8 of the
Agreement;
WHEREAS, the Parties wish to alter
their obligations under the Agreement so that OrthoLogic will be
responsible for following up with prescribing physicians to obtain
certain supporting documentation needed for sales of the
Products;
WHEREAS, the Parties wish to change
the commission rate to be paid to DePuy AcroMed on the sales of
Products to reflect the decrease in the obligations of DePuy
AcroMed under the Agreement.
NOW, THEREFORE, in consideration of
the foregoing premises and the following mutual covenants, the
adequacy and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1.
Capitalized terms used herein
without definition shall have the meanings set forth in the
Agreement.
2.
Section 5.2 of the Agreement is
hereby amended by adding the following language after the first
sentence:
In addition, from and after
January 1, 2004, OrthoLogic will be responsible for obtaining
the necessary supporting documents for billing as provided in
Section 8.1 hereof.
3.
The first sentence of
Section 5.6 of the Agreement is amended and restated to read
in its entirety as follows:
OrthoLogic shall maintain adequate
and competent personnel to manufacture, store and deliver, obtain
supporting documents as provided in Section 8.1 hereof,
perform patient fitting, and prepare invoices and any other
manufacturer-generated materials necessary to enable OrthoLogic
to
invoice purchasers and third-party
payers in connection with the sale of Products, and such
manufacture, storage, sales, collection of supporting documents,
delivery, patient fitting and invoices shall be undertaken and
effected in a manner that does
