ex10-2.htm


    Exhibit
10.2

     

    May
19, 2008

     

    Goodman
Company Ltd.

    108
Fujigaoka

    Meito-Ku

    Nagoya,
465, Japan

    


    Re:           Distribution
Agreements

    


    Dear Mr.
Yamamoto:

    


    Volcano
Corporation (“Volcano”)
and Goodman Company Ltd. (“Goodman”) hereby mutually
terminate the Exclusive Distribution Agreement dated September 27, 2004 between
Goodman and Volcano Therapeutics (now known as Volcano Corporation) (“Distribution
Agreement”).  Volcano and Goodman further agree that all
outstanding Orders (as defined in the Distribution Agreement) are terminated in
accordance with Section 12.1 of the Distribution Agreement (the “Cancelled
Orders”).  Volcano and Goodman also hereby mutually terminate
the oral agreement between Volcano or its affiliates and Goodman relating to the
distribution of Volcano functional measurement products originally distributed
by Goodman under the expired International Distributor Agreement dated September
17, 1994 between Cardiometrics, Inc. and Goodman and Kaneko Enterprise, Inc. as
amended by the letter agreement dated November 9, 1994 (the “Expired Distribution
Agreement”).    Finally, Volcano and Goodman hereby
mutually terminate any other oral agreements between Volcano and Goodman
relating to the distribution of any other Volcano products in
Japan.

    


    From and
after the date of this letter, Volcano is willing to continue to do business
with Goodman solely on a non-exclusive basis and solely through written purchase
orders submitted to Volcano at least 90 days prior to the first day of the
requested month of delivery and that are accepted in writing by Volcano in its
sole discretion.  Volcano has determined that it will no longer extend
credit to Goodman.  Therefore, each purchase order submitted by
Goodman must be in the form of the purchase order attached hereto as Attachment
1 and specify the quantity of each Volcano product ordered, the applicable
purchase price and shipping instructions.  Each purchase
order  must be accompanied by payment in full of the entire invoice
for such purchase order (including applicable taxes and shipping charges) if
Volcano determines in its sole discretion that prepayment is
acceptable.  As an alternative to payment in full with each purchase
order, Goodman may submit an irrevocable letter of credit, in an amount equal to
the entire invoice for such purchase order issued by a bank that is acceptable
to Volcano in its sole discretion and with such terms and conditions as are
acceptable to Volcano in its sole discretion (“Letter of Credit”). Each of
Goodman’s purchase orders shall be subject to Volcano’s acceptance, which
acceptance can be withheld by Volcano in its sole discretion.  Volcano
shall have no liability to Goodman with respect to any purchase orders that are
rejected for any reason.    Any purchase order submitted by
Goodman that is accepted by Volcano in its sole discretion shall be binding upon
the parties and may not be modified, rescinded or cancelled by either party
without the agreement of the other party.  If Goodman provides payment
in full of the invoice price for the Cancelled Orders and confirms that
Cancelled Orders as new purchase orders, then Volcano will determine whether to
accept the Cancelled Orders as new purchase orders and whether to waive the 90
day advance notice requirement for the resubmitted orders and ship the
products.  Volcano shall not be obligated to accept any of the
resubmitted Cancelled Orders.

    


    Volcano
shall be free to sell, market and distribute any of its products in Japan,
either directly or through one or more third parties, including Volcano
affiliates.   All product sales shall be subject to the terms and
conditions of the Volcano purchase order form and this letter and Volcano hereby
rejects any terms and conditions submitted by Goodman that attempt to modify or
supplement any of the terms and conditions of the purchase order or this
letter.

    


    Volcano
will not ship any products to Goodman unless Goodman pays the full invoice for
the shipment of products to Goodman made in May 2008 (US $891,182) and pays to
Volcano its other outstanding invoices when due, with $2 million in such
payments scheduled for May 2008 and $1.5 million in June
2008.  Volcano reserves the right to cancel any accepted purchase
orders and/or withhold shipment of products if Goodman fails to make any of
these payments when due.

    


    Goodman
agrees that it will terminate all sub-distribution agreements or other
agreements between Goodman and Fukuda Denshi Co., Ltd, (“Fukuda”) relating to the
distribution of Volcano products in Japan. Volcano will notify Fukuda that
Volcano and Goodman have terminated the Distribution Agreement.

    


    Pursuant
to Section 6.7 of the Distribution Agreement, Goodman agrees that it will
transfer to Volcano Japan Co., Ltd (“Volcano Japan”) all
marketing authorization and other regulatory approvals (shonins) for Volcano
Products that are held by Goodman or its affiliates as set forth on Schedule 2
hereto (the “Shonins”)
and complete the transfer by no later than June 30, 2008 (the “Shonin Transfer”), except
that if any Shonins that have been issued for less than one year cannot be
transferred until a later date, then the transfer of such Shonins shall be
completed on the earliest date on which such Shonins can be
transferred.  Volcano’s willingness to continue to accept purchase
orders and do business with Goodman is conditioned upon Goodman complying with
the
following:­­­­­­­­­­    (a)
Goodman will execute and deliver to Volcano the form of transfer and notice of
transfer required under applicable law (including the Japanese Pharmaceutical
Affairs Law and Standards for the Manufacturing Control and Quality Control of
Medical Devices) to transfer to Volcano Japan the Shonins together with a
declaration letter to Japan’s Ministry of Health, Labour and Welfare by no later
than May 30, 2008; (b) Goodman will deliver the original Shonin documentation to
Volcano Japan’s designated representative; (c) Goodman will cause Fukuda to
notify every customer in Japan of the Shonin Transfer as required under
applicable law; and (d) when required by law, Goodman will over-label existing
labels on Volcano products in Goodman or Fukuda’s inventory and any other
Volcano products sold by Goodman or Fukuda after the date the Shonin Transfer as
well as all IVG/s-5 consoles in the field in Japan with Volcano Japan labels
supplied by Volcano.  Until the completion of the Shonin Transfer,
Goodman will continue to comply with the Quality Agreement executed in December
2005 between Goodman and Volcano, which is not being terminated as of the date
of this Agreement and, as the Marketing Authorization Holder, Goodman will
continue to inspect every shipment of Volcano disposables and other Volcano
products and take all other actions required to be taken by the Marketing
Authorization Holder under applicable law until the Shonin Transfer is
completed.

    


    Please
acknowledge that Goodman agrees to the terms and conditions outlined in this
letter by signing the acknowledgement below.

    


    Sincerely,

    


    VOLCANO
CORPORATION

     

    


    By:           /s/ Scott Huennekens

    Scott
Huennekens

    President
& CEO

    
 

    Acknowledged
and agreed:

    


    Goodman
Company Ltd.

    


    


    By:           /s/ Akira Yamamoto

    Akira
Yamamoto

    President

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
2

    


    
      	
              Product

            	
              Authorization
      Number

            	
              Year
      of Original Approval

            	
              Memo

            	
              Medical
      Device

              Classification

            
	
              FLOMAP
      Doppler Guide System

            	
              20400BZY00392000

            	
              1992

            	
               FloMap

            	
              III

            
	
              Flowire

            	
              20400BZY00650000

            	
              24
      JUNE 1992

            	
              12.24.1992
      partially Modify

              FloWire/SmartWire

            	
              IV

            
	
              WaveWire

            	
              21000BZY00121000

            	
              1998

            	
              WaveWire

            	
              IV

            
	
              WAVEMAP
      Pressure Guide Wire System

            	
              21000BZY00122000

            	
              1998

            	
              4.21.2003
      Partially Modify

              WaveMap

            	
              II

            
	
              SMARTMAP
      Pressure Guide Wire System

            	
              21500BZY00077000

            	
              3
      MARCH 2003

            	
              SmartMap

            	
              II

            
	
              SmartWire

            	
              21500BZY00095000

            	
              3
      MARCH 2003

            	
              12.17.2003
      Partially Modify

              5.28.2004
      Partially Modify

              SmartWire

            	
              IV

            
	
              COMBOMAP
      Pressure Flow System

            	
              21700BZY00109000

            	
              28
      FEB 2005

            	
              ComboMap

            	
              III

            
	
              ComboWire

            	
              21800BZY10131000

            	
              30
      MARCH 2006

            	
              ComboWire

            	
              IV

            
	
              Revolution

            	
              21900BZX00682000

            	
              26
      JULY 2007

            	
              None

            	
              IV

            
	
              In
      Vision Gold with Spin Vision

            	
              21900BZX00683000

            	
              26
      JULY 2007

            	
              None

            	
              III