exv10w27



 



Exhibit 10.27


AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT




     This Amendment No. 1 to Distribution Agreement (the “Amendment”) is made as of
September 20, 2007, between MICRUS ENDOVASCULAR CORPORATION, a Delaware corporation, having a
principal place of business at 821 Fox Lane, San Jose, California 95131, United States
(“Micrus”); Goodman CO., LTD. a company organized under the laws of Japan, and having a
principal place of business at 108 Fujigaoka, Meito-ku, Nagoya 465-0032, Japan
(“Distributor”).



     Micrus and Distributor have entered into a Distributor Agreement dated September 30, 2005 (the
“Agreement”). Micrus and Distributor are desirous of extending the term of the Agreement.



     Now, therefore, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:



     1. Section 10.1 of the Agreement shall be amended in its entirety as follows:



     “10.1 Term. This Agreement shall commence on the Effective Date and shall continue in
force for a fixed term of six (6) years, unless terminated earlier under the provisions of this
Agreement. At the end of the fixed term, this Agreement shall be automatically renewed on the same
terms and conditions for an additional one (1) year period, unless earlier terminated under the
provisions hereof or unless one party gives to the other notice of its intention to terminate at
least six (6) months prior to the expiration of the fixed term hereof or of any renewal period.”



     2. Exhibit B of the Agreement shall be amended in its entirety as set forth on
Exhibit B attached hereto.



     3. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to
such terms in the Agreement.



     4. This Amendment shall be governed by and interpreted in accordance with the laws of the
State of California and the United States of America, as though all parties were resident of, and
the contract was performed solely in, California without reference to conflicts of laws rules
thereof and without regard to the United Nations Convention on Contracts for the International Sale
of Goods. Except as set forth in Section 6 hereof, the sole jurisdiction and venue for actions
relating to the subject matter of this Amendment shall be the California state and U.S. federal
courts having jurisdiction in Santa Clara County, California, and the parties hereby consent to the
jurisdiction of such courts.



     5. Except for actions seeking injunctive relief, all disputes, controversies, or differences
which may arise between the parties hereto, out of, in relation to, or in connection with this
Amendment or the breach thereof, shall be finally settled by binding arbitration in San Francisco,
California, U.S.A., in accordance with the Commercial Arbitration rules of the American Arbitration
Association by one (1) arbitrator appointed in accordance with such Rules, by which each party
hereto agrees to be bound. Judgment upon an award rendered may be entered in any court having
jurisdiction, or application may be made to such court for judicial acceptance of the award and an
order of enforcement, as the case may be.



     6. The Agreement, as modified by this Amendment, represents the entire Agreement and
understanding of the parties hereto and thereto with respect to the marketing and distribution of
the Product and the subject matter of the Agreement, and supersedes all previous agreements and
understandings related thereto. The Agreement as modified herein shall remain in full force and
effect as



 









 







so modified. This Amendment may only be amended or modified in writing signed by an
authorized representative of the parties hereto.



     7. All notices under this Amendment shall be in writing and shall be deemed given on the date
of delivery if sent by certified or registered mail, commercial courier (return receipt or
confirmation of delivery required and costs prepaid), or by personal delivery to the party to
receive such notices or other communications called for in this Agreement at the following
addresses (or at such other address for a party as shall be specified by such party by like
notice):



If to MICRUS:



MICRUS ENDOVASCULAR CORPORATION

821 Fox Lane

San Jose, CA 95131

USA

Attention: President and CEO




If to DISTRIBUTOR:



Goodman CO., Ltd.

108 Fujigaoka

Meito-ku, Nagoya 465-0032

Japan

Attention: President and CEO




     8. This Amendment may be executed in counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instruments. This Amendment may be
executed by facsimile with original signatures promptly following by a method set forth in Section
7.



[signature pages follow]





 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	MICRUS ENDOVASCULAR CORPORATION	 	GOODMAN CO., LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	Name:

	 	 

Robert A. Stern
	 	Name:
	 	 

Akira Yamamoto
	 	 
	Title:

	 	Executive Vice President
	 	Title:
	 	President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT




 









 












EXHIBIT B




Minimum Purchase Requirements




     The following schedule sets forth Distributor’s Minimum Purchase Requirements as specified in
Section 5.6 of the Distribution Agreement. These minimums represent the cost of Products paid for
by Distributor to Micrus during each Micrus fiscal year of the Agreement.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TERRITORY	 	Year 1	 	Year 2	 	Years 3	 	Year 4	 	Year 5	 	Year 6
	Japan
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






     In addition to the foregoing the parties agree that without in any way limiting the foregoing or
the provisions of Section 5.6, Distributor will purchase a minimum of [***] in Products during
every [***] ending after the date of this Amendment. The foregoing obligation shall be included
within the definition of “Minimum Purchase Requirements” (in addition to, but not in lieu of, the
above annual purchase requirements) and will remain in effect through the [***] in which all
Marketing Authorizations required for the sale by Distributor of Cerecyte® products in Japan have
been issued.



     The signatures of the parties’ authorized representatives below represent the parties’ approval of
the foregoing Exhibit B effective as of September 20, 2007.



	 	 	 	 	 	 	 	 	 
	MICRUS ENDOVASCULAR CORPORATION	 	GOODMAN CO., LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	Name:


	 	 

Robert A. Stern

	 	Name:
	 	 

Akira Yamamoto

	 	 
	Title:
	 	Executive Vice President	 	Title:
	 	 President








 




			
	***	 	Certain confidential information contained in this document, marked by brackets, has been
omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.






B-1