EX-10.1






Exhibit 10.1




AMENDMENT NO. 1

TO DEVELOPMENT AND SUPPLY AGREEMENT




This Amendment No. 1 to the Development and Supply Agreement (this “Amendment”) is
made as of July 16, 2014 and is effective as of February 13, 2014 (“Amendment Effective
Date”) by and between Microline Surgical, Inc. of 800 Cummings Center, Suite 166T, Beverly, MA
01915 (“Microline”) and TransEnterix Surgical, Inc. (formerly TransEnterix, Inc.) of 635
Davis Drive, Suite 300, Durham, North Carolina 27713 (“Transenterix”).



WHEREAS, the parties entered into the Development and Supply Agreement dated November 4, 2011
(the “Original Agreement”) to have Microline develop and supply a fully disposable flexible
vessel sealing product defined as the “FVS Product” and the Microline Universal Power Supply
product defined as the “UPS Product” in the Original Agreement;



WHEREAS, Transenterix desires to have Microline design and develop an FVS Product for its
SurgiBot® surgical platform with the length and other characteristics described in a new
Development and Supply Agreement effective February 13, 2014 (the “New Robotic Development and
Supply Agreement”);



WHEREAS, Transenterix desires to continue to purchase the original FVS Products and UPS
Products and the new Robotic Products (as defined in the New Robotic Development and Supply
Agreement), in each case on the terms and conditions specified in this Amendment and the Original
Agreement as amended by this Amendment (the “Amended Agreement”) and the New Robotic
Development and Supply Agreement; and



NOW THEREFORE in consideration of the foregoing premises and for good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by the parties), the
parties hereby agree as follows:




	 	1.	 	DEFINITIONS





Terms defined in this Amendment are used with those meanings in this Amendment and the Amended
Agreement. Terms not defined in this Amendment are used with the meanings as defined in the
Original Agreement. References to the “Agreement’ in the Original Agreement shall be to the
Amended Agreement.




	 	2.	 	AMENDMENTS TO ORIGINAL AGREEMENT






	 	a.	 	Amendment to Section 3(a). Section 3(a) of the Original
Agreement is hereby amended to add at the end:






“The parties agree that Microline has met its obligations under the Work Plan to
date, including the delivery of the prototypes and Pre-Production Devices
conforming to the Marketing Requirements Document. Microline is now in the
process of delivering the Pilot Production Units to be followed by 500 FVS
Products and 20 UPS Products. The parties agree that Transenterix’ purchase of
such 500 Pilot Production Units, 500 FVS Products, and 20 UPS will fulfill the
Year 1 Minimum provided in Exhibit E, pursuant to Section 4(c).”




	 	b.	 	Amendments to Section 4.






	 	i.	 	Section 4(a) of the Original Agreement shall be amended to
change the “Supply Period” to start on the Pilot Product Delivery Date and end
on the first (1st) anniversary of the Pilot Product Delivery Date.






	 	ii.	 	Section 4(c) of the Original Agreement shall be amended to read
in its entirety as follows:






“(c) Product Minimums. Notwithstanding anything to the contrary
contained in this Agreement, during the first twelve (12) month period following
the date that Microline receives the Regulatory Approval (collectively, the
“Minimum Period”), Transenterix shall purchase at least the minimum
number of Supply Products set forth on Exhibit E (the “Minimum
Products”). In the event that this Agreement is terminated prior to the
expiration of the Minimum Period other than by Transenterix in accordance with
Section 15(b) or 15(d)(ii), Transenterix shall pay to Microline, for each
Minimum Product not purchased by Transenterix during the Minimum Period, an
amount equal to (i) the then-current price of such Minimum Product multiplied by
(ii) the profit margin achieved by Microline with respect to such Minimum
Product as of the effective date of such termination, as certified by Microline.
If Microline does not make the Minimum Products available during the Minimum
Period, Transenterix shall be relieved of its obligation to purchase any Minimum
Products not made so available.”




	 	c.	 	Amendment to Section 15(a). Section 15(a) is amended to delete
the “Renewal Terms” and any references to Renewal Terms in the Original Agreement
are also deleted.






	 	d.	 	Amendment to Exhibit E. Exhibit E (Product Minimums) will now
only refer to Year 1 and the other references to Year 2, Year 3 and Renewal Terms
are deleted.






	 	e.	 	Amendment to Section 10. Section 10(a) and Section 10(b) of
the Original Agreement are hereby moved to Exhibit F and revised as set forth in
Exhibit F.






	 	3.	 	CONFIRMATION OF AMENDED AGREEMENT





The parties confirm that the Amended Agreement (including the provisions of the Original
Agreement not amended by this Amendment) is in full force and effect.




	 	4.	 	MISCELLANEOUS





Microline expressly reserves all rights with respect to, and does not waive, any breach by
TransEnterix of Section 14 of the Original Agreement.



This Amendment and the Amended Agreement, together with all Exhibits, constitute the entire
agreement between the parties with respect to the subject matter hereof and supersedes all other
prior and contemporaneous oral and written communications, agreements and understanding of the
parties with respect to the subject matter hereof. This Amendment shall be Governed by, and
construed and enforced in accordance with, the substantive laws of the State of New York, may be
executed in one or more counterparts which together shall constitute one instrument and otherwise
governed by the dispute resolution and other provisions of the Amended Agreement.



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IN WITNESS WHEREOF, the parties have caused this Agreement No. 1 to be executed under seal by
their duly authorized representatives and effective as of the Amendment Effective Date.



	 	 	 	 	 
	TRANSENTERIX SURGICAL, INC.

By: /s/ Todd M. Pope

	 	 	 	MICROLINE SURGICAL, INC.

By: /s/ Sharad H. Joshi
	 

	 	 
	 	 
	Name: Todd M. Pope

	 	 	 	Name: Sharad H. Joshi
	 

	 	 
	 	 
	Title: CEO

	 	 	 	Title: President and CEO
	 

	 	 
	 	 







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