Ex-10.1 Amendment No. 1 to the OEM Product Agmt



 






Exhibit 10.1




AMENDMENT NO. 1 TO




OEM PRODUCT DEVELOPMENT AGREEMENT




     This AMENDMENT NO. 1 (“Amendment No. 1”) is made this 31st day of January, 2005, by
and between Aspect Medical Systems, Inc., a Delaware corporation (the “AMS”), and Boston
Scientific Corporation, a Delaware corporation (the “BSC”), and amends that certain OEM
PRODUCT DEVELOPMENT AGREEMENT, dated as of August 7, 2002, among AMS and BSC (the
“Agreement”). Capitalized terms used herein but not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.



     WHEREAS, pursuant to the Agreement, AMS agreed to work exclusively with BSC during the Joint
Development Period to develop Joint Products;



     WHEREAS, pursuant to the Agreement, AMS granted to BSC an exclusive option to become the
distributor for a period of time of Company Products on the terms set forth in the Agreement,
referred to in the Agreement and in this Amendment No. 1 as the “Distribution Option”.



     WHEREAS, AMS and BSC wish to extend (i) the Joint Development Period, (ii) the Option Period,
(iii) the Distribution Term and (iv) the Term of the Agreement; and



     WHEREAS, AMS and BSC wish to amend the Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and the mutual promises made herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:



     1. Amendment of Section 1. In order to amend the Option Period, the Agreement is
hereby amended by deleting the date “December 31, 2004” appearing in the second line of the
definition of “Option Period” in Section 1 of the Agreement and replacing such date with the date
“December 31, 2006”.



     2. Amendment of Section 2.2. In order to amend the Joint Development Period, the
Agreement is hereby amended by deleting the date “December 31, 2004” appearing in the third line of
Section 2.2 of the Agreement and replacing such date with the date “December 31, 2006”.



     3. Amendment of Section 3.1(b). In order to amend the Distribution Term, the
Agreement is hereby amended by deleting the date “December 31, 2012” appearing in the sixth line of
Section 3.1(b) of the Agreement and replacing such date with the date “December 31, 2014”. In
addition, the Agreement is hereby amended by deleting the date “June 30, 2004” appearing in the
eighth and ninth lines of Section 3.1(b) of the Agreement and replacing such dates with the date
“June 30, 2006.”



     4. Amendment of Section 10.1. In order to amend the Term of the Agreement, the
Agreement is hereby amended by deleting the date “December 31, 2012” appearing in the fourth line
of Section 10.1 of the Agreement and replacing such date with the date “December 31, 2014”.



 









 





     5. No Other Amendments. Except to the extent amended hereby, all of the definitions,
terms, provisions and conditions set forth in the Agreement are hereby ratified and confirmed and
shall remain in full force and effect. The Agreement and this Amendment No. 1 shall be read and
construed together as a single agreement and the term “Agreement” shall be deemed a reference to
the Agreement as amended by this Amendment No. 1. This Amendment No. 1 may be signed in any number
of counterparts, each of which shall be deemed to be an original and all of which together shall
constitute but one and the same instrument. In making proof of this Amendment No. 1 it shall not
be necessary to produce or account for more than one such counterpart.



     IN WITNESS WHEREOF, this Agreement has been executed under seal by the parties hereto as of
the day and year first above written.



	 	 	 	 	 	 	 
	ASPECT MEDICAL SYSTEMS, INC.	 	BOSTON SCIENTIFIC CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Michael Falvey	 	By:	 	/s/ Lawrence Knopf
	

	 	

	 	 	 	

	

	 	Name: Michael Falvey
	 	 	 	Name: Lawrence Knopf
	

	 	Title:   VP Finance
	 	 	 	Title:   V.P. & Assistant
General Counsel







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