<PAGE>   1

                                                                    EXHIBIT 10.1

                        DESIGN AND DEVELOPMENT AGREEMENT


                                     BETWEEN


                                  MINIMED INC.


                                       AND


                       ATS AUTOMATION TOOLING SYSTEMS INC.



<PAGE>   2

                                    I N D E X

<TABLE>
<CAPTION>
  SECTION     TITLE                                                          PAGE
<S>           <C>                                                            <C>
              Recitals

    1.0       Obligations of ATS                                              1
    2.0       Price                                                           2
    3.0       Schedule of Deliveries                                          2
    4.0       Delays in Delivery                                              3
    5.0       Confidentiality                                                 5
    6.0       Inventions, Patents, Works of Authorship                        6
    7.0       Exclusivity                                                     7
    8.0       Changes by MiniMed                                              7
    9.0       Representation and Warranties of ATS                            7
    10.0      Indemnification                                                 9
    11.0      Non-Disclosure of Agreement                                     11
    12.0      Relationship of Parties                                         11
    13.0      Warranties                                                      11
    14.0      Entire Agreement                                                12
    15.0      Delivery, Title, Risk of Loss                                   12
    16.0      Conflict                                                        13
    17.0      Taxes                                                           13
    18.0      Termination by ATS                                              13
    19.0      Termination by MiniMed                                          14
    20.0      Remedies Upon Termination/Limitation on Liability               15
    21.0      Governing Law                                                   17
    22.0      Consent to Jurisdiction                                         17
    23.0      No Third Party Beneficiaries                                    17
    24.0      Notices                                                         17
    25.0      Finance Charge                                                  18
    26.0      Attorney's Fees                                                 18
    27.0      System Acceptance                                               19
    28.0      Software Licenses                                               20
    29.0      Customer Parts and Samples                                      20
    30.0      Successors and Assigns                                          20
    31.0      Severability                                                    21
</TABLE>


<PAGE>   3

<TABLE>
<S>           <C>                                                            <C>
    32.0      Counterparts                                                    21
    33.0      Headings                                                        21
    34.0      Arbitration                                                     21
</TABLE>



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                        DESIGN AND DEVELOPMENT AGREEMENT

        This Design and Development Agreement (the "Agreement") is entered into
as of February 18, 2000, between MiniMed Inc., a Delaware corporation
("MiniMed"), having its principal place of business at 12744 San Fernando Road,
Sylmar, CA 91342 and ATS Automation Tooling Systems, Inc., an Ontario
corporation ("ATS"), having its principal place of business at 250 Royal Oak
Road, Box 32100, Preston Centre, Cambridge, ON N3H5M2.

        WHEREAS MiniMed has decided to implement an automated manufacturing
process for its continuous glucose sensors; and

        WHEREAS ATS has substantial experience in the design, development,
construction and installation of automated manufacturing and assembly systems
including experience in those designed for use in the production of medical
devices and supplies; and

        WHEREAS ATS desires to design, develop, construct and install automated
manufacturing systems as described herein which MiniMed intends to use for the
manufacture of continuous glucose sensors and components thereof; and

        WHEREAS MiniMed has delivered its Purchase Order 12066 (the "PO") for
the design, development, construction and installation of the Systems; and

        WHEREAS the PO contemplated that the parties would negotiate in good
faith the technical, legal and commercial terms and conditions of a fixed price
definitive agreement relating to the design, development, construction and
installation of the Systems, and the parties intend that this Agreement be such
definitive agreement and supercede the PO.

        NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein and intending to be legally bound hereby, the
parties agree as follows:

1.      OBLIGATIONS OF ATS

        Except as otherwise provided herein, ATS shall design, develop,
        construct and install the Systems and supply the deliverables as
        described in:

        A.      ATS Quotation C1-99-104 Rev 1 dated April 28, 1999;

        B.      Addendum to Quote #C1-99-104 Rev. 2 dated August 10, 1999;

        C.      Addendum to Quote #C1-99-104 Rev. 2.2 dated August 27, 1999;

        D.      Updated Pricing Rev. 2.3 dated November 5, 1999; and

        E.      Updated Pricing Rev. 2.4a dated February 14, 2000.


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<PAGE>   5

        which documents are attached hereto as Appendix A (collectively, the
        "Bid"). The individual specified automated manufacturing systems (each a
        "System", collectively, the "Systems") described in the Bid to be
        supplied by ATS include the following specified Systems:

        1.      A Prototype/Pilot Line - Sensor Fabrication and Final Assembly
                as described in Section 8.1 and in the Pilot Plating Line
                Appendix of the Bid (the "Pilot Line");

        2.      A High Volume Sensor Fabrication and final Assembly Line #1 as
                described in Section 8.2 of the Bid (the "Fabrication and
                Assembly Line"); and

        3.      A Packaging/Cartoning System as described in Section 8.4 of the
                Bid (the "Packaging Line").

        The parties have agreed that, notwithstanding their inclusion in the Bid
        documents, the following items have been deleted from the original scope
        and that ATS shall not construct, install or supply such items:

        (a)     the High Volume Line - System #2, as described in Section 8.3 of
                the Bid;

        (b)     the Peer software described in Section 8.2 of the Bid;

        (c)     the options described in Section 8.5 of the Bid; or

        (d)     any deliverables described in the Bid related to (a), (b) or (c)
                above.

        The parties also contemplate that further scope or other changes may be
        desirable and agree that same may be made by further addenda, by change
        orders, or by other documents signed by both parties.

2.      PRICE

        In consideration of the services and deliverables to be provided by ATS
        pursuant to this Agreement and subject to the terms and conditions
        hereof, MiniMed agrees to pay ATS Eleven Million, One Hundred Fifty
        Eight Thousand, Six Hundred Eighty Two Dollars ($11,158,682) (the "Total
        Price"). The consideration shall be paid as follows:

        -       25% of the Total Price (less any sums paid by MiniMed to ATS
                pursuant to the PO) upon execution of this Agreement;

        -       25% of the price of each System (as indicated in the Bid) upon
                final design approval by MiniMed of such System to be designed,
                manufactured and installed;

        -       25% of the price of each System (as indicated in the Bid) upon
                approval of such System by MiniMed in accordance with this
                Agreement at ATS' facility;

        -       25% of the price of each System (as indicated in the Bid) within
                30 days of delivery, installation, qualification and Acceptance,
                as defined in Section 27 hereof, by MiniMed, in accordance with
                this Agreement, of each such System.

3.      SCHEDULE OF DELIVERIES


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        ATS shall meet all of the milestones indicated in Appendix B to this
        Agreement on the dates indicated in Appendix B.







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4.      DELAYS IN DELIVERY

        A.      ATS shall not be liable for delays in delivery or performance,
                or for failure to manufacture, deliver or perform under this
                Section, due to:

                (i)     an act of God, an act of civil or military authority,
                        Governmental priority, strike or other labor
                        disturbance, flood, epidemic, war, riot, or other cause
                        beyond the reasonable control of ATS ("Force Majeure
                        Delay"); or

                (ii)    an act, or failure to act, by MiniMed that MiniMed knew
                        or should have known would delay the performance of ATS
                        under this Agreement ("Permissible Delay").

                ATS will notify MiniMed promptly of any material delay excused
                by Section 4A(i) and will specify the revised delivery date as
                soon as practicable.

        B.      In the event of any such Force Majeure Delay or Delays of an
                aggregate of less than 90 days for any one System, there will be
                no termination and the date of delivery or of performance shall
                be extended for a period equal to the time lost by reason of
                such delay. If ATS' performance is delayed by a Force Majeure
                Delay or Delays by an aggregate of 90 days or more for any one
                System, MiniMed, at its sole discretion, shall have the option,
                exercisable only on notice to ATS within 10 days of the
                expiration of such 90 day delay, to terminate this Agreement in
                accordance with Sections 19.D.

        C.      In the event of any Permissible Delay there will be no
                termination and the date of delivery or of performance shall be
                extended for a period equal to the time lost by reason of such
                delay.

        D.      If ATS fails to deliver any System in accordance with the
                delivery date for same set out in Appendix B (as such delivery
                date may be revised in accordance with Section 4.A(i) (Force
                Majeure Delays), Section 4.A(ii) (Permissible Delay), Section 8
                (changes by MiniMed) or any written agreement of the parties),
                ATS shall be entitled to an aggregate grace period of 90 days
                for each System. During such aggregate 90 day grace period there
                will be no termination of the Agreement and no costs, expenses,
                damages or other monies howsoever characterized shall accrue by
                ATS to MiniMed or by MiniMed to ATS. If such failure to deliver
                is due to the inability to develop an Overmolded Sensor (as
                defined below) acceptable to both parties, then the rights and
                remedies of the parties shall be governed by Section 4E
                hereunder. In this Agreement, "Overmolded Sensor" means a sensor
                to measure glucose levels in human body tissue via a flexible
                printed circuit on a polyamide substrate that has been stiffened
                with a thermoplastic polyurethane elastomer to provide geometric
                features and rigidity to the flexible printed circuit. The
                geometric features enable a modified needle (cannula) to deliver
                the sensor into the body tissue. The


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<PAGE>   8

                rigidity of the stiffened sensor allows the needle to be
                withdrawn leaving the sensor implanted in the body. If ATS fails
                to deliver any System within such aggregate 90 day grace period
                for any other reason, then MiniMed shall be entitled to
                terminate this Agreement and:

                (i)     MiniMed shall be entitled to complete the Systems (or
                        contract with one or more third parties to complete the
                        Systems), in which case ATS shall indemnify MiniMed for
                        any reasonable direct costs incurred by MiniMed in
                        connection with the completion of the Systems so that
                        MiniMed is not required to spend more in total for the
                        Systems than the price specified in the Bid for such
                        Systems. Within thirty (30) days of completion of such
                        Systems by MiniMed, MiniMed shall provide ATS with an
                        accounting of MiniMed's costs of completion and total
                        cost for such Systems and ATS shall supply MiniMed with
                        ATS' costs for the design, development and construction
                        of such Systems up to the date of termination of this
                        Agreement by MiniMed and an appropriate adjusting
                        payment shall be made by each party to the other; and

                (ii)    ATS will not oppose, and will provide MiniMed with
                        reasonable assistance toward, the completion of the
                        Systems by a third party (the "Completing Party") and
                        will permit the use of such business, technical or
                        confidential information reasonably necessary to
                        complete the System, provided that the Completing Party
                        shall first agree in writing that it is bound by the
                        confidentiality obligations imposed on MiniMed herein
                        and will use ATS confidential information solely to
                        complete the Systems.

                Notwithstanding the foregoing, Force Majeure Delays shall not
                receive a grace period in addition to the 90 days specified in
                Section 4B.

        E.      If delivery of any System is delayed past its due date pursuant
                to Appendix B by the inability of ATS to develop an Overmolded
                Sensor acceptable to both parties, ATS shall be entitled to a
                grace period of 180 days to attempt to deliver such System.
                During such 180 day period, both parties shall utilize
                reasonable best efforts to complete and deliver the Overmolded
                Sensor. Moreover, during such 180 day grace period there will be
                no termination of the Agreement and no costs, expenses, damages
                or other monies howsoever characterized shall accrue by ATS to
                MiniMed or by MiniMed to ATS. If ATS fails to deliver such
                System within such 180 day grace period, then

                (i)     ATS shall be obligated to complete the balance of such
                        System and deliver same to MiniMed, and MiniMed shall
                        pay ATS the full price stated in the Bid for such System
                        less the price of the Overmolded Sensor as identified in
                        the Bid;


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<PAGE>   9

                (ii)    MiniMed shall be entitled at its sole expense, to
                        complete the Overmolded Sensor (or contract with one or
                        more third parties to complete the Overmolded Sensor);

                (iii)   ATS will not oppose, and will provide MiniMed with
                        reasonable assistance toward, the completion of the
                        Overmolded Sensor by a third party (the "Completing
                        Party") and will permit the use of such business,
                        technical or confidential information reasonably
                        necessary to complete the Overmolded Sensor, provided
                        that the Completing Party shall first agree in writing
                        that it is bound by the confidentiality obligations
                        imposed on MiniMed herein and will use ATS confidential
                        information solely to complete the Overmolded Sensor;
                        and

                (iv)    this Agreement may be terminated by either party upon
                        written notice to the other party after the expiration
                        of the 180 day grace period, and neither party shall
                        have any claim against the other thereafter except a
                        claim to enforce performance of the sole and exclusive
                        remedies provided in this Section 4E.

5.      CONFIDENTIALITY

        A.      Except as set forth below, all information disclosed by MiniMed
                to ATS relative to the Systems shall be treated as confidential
                and proprietary information of MiniMed and ATS shall only use
                such information for the benefit of MiniMed in the rendering of
                services for MiniMed and shall not otherwise use or disclose
                such information to others without express, written consent of
                an officer of MiniMed authorized to grant such consent. Upon
                termination of this Agreement, ATS shall immediately return to
                MiniMed all drawings, writings, recordings and records of every
                type (including all copies thereof) embodying in any form any
                confidential information of MiniMed. The foregoing limitations
                of confidentiality shall not apply to:

                (i)     information which, at the time of disclosure to ATS, was
                        already in the public domain;

                (ii)    information which, at the time of disclosure to ATS, was
                        already known to ATS (except information previously
                        acquired by ATS directly or indirectly from MiniMed or
                        from a third party under a continuing obligation of
                        confidence to MiniMed);

                (iii)   information which, after disclosure to ATS, becomes part
                        of the public domain through no fault of ATS; or

                (iv)    information received by ATS from a third party not owing
                        a duty of confidentiality.


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        B.      ATS agrees that in rendering services to MiniMed, ATS shall
                disclose to MiniMed only information which ATS has the right to
                freely disclose without MiniMed incurring legal liability to or
                violating rights of others. Furthermore, ATS shall use its
                reasonable best efforts to keep all of its activities for
                MiniMed of a confidential nature. ATS may disclose the details
                of such activities only to those officers, directors, employees
                or agents that need to know such information in order for ATS to
                conduct such activities.

        C.      ATS shall place all equipment and materials proprietary to
                MiniMed (including the Systems) in a limited access area which
                shall not be viewable from outside such area. All materials
                shall be returned to MiniMed or certified destroyed upon
                completion of the project.

        D.      MiniMed agrees that in providing information to ATS, MiniMed
                shall disclose to ATS only information which MiniMed has the
                right to freely disclose without ATS incurring legal liability
                to or violating the rights of others.

6.      INVENTIONS, PATENTS, WORKS OF AUTHORSHIP

        All original ideas, inventions, developments and improvements conceived
        and reduced to practice and works of authorship generated by ATS, alone
        or with others, during the term of this Agreement relating to the design
        and development of the Systems shall be the exclusive property of
        MiniMed ("MiniMed IP").

        A.      ATS AGREES TO:

                (i)     promptly and fully disclose in writing to MiniMed all
                        such MiniMed IP,

                (ii)    assign all such MiniMed IP to MiniMed,

                (iii)   assist MiniMed, at MiniMed's expense, in obtaining
                        patents and copyrights on MiniMed IP,

                (iv)    execute all documents reasonably necessary to obtain
                        such patents and copyrights in the name of MiniMed, and

                (v)     maintain all information relative to such MiniMed IP as
                        confidential information of MiniMed subject to the
                        obligations of confidentiality set forth in Section 5
                        hereof.

        B.      MINIMED AGREES TO:

                (i)     promptly grant to ATS a nonexclusive irrevocable
                        world-wide royalty-free perpetual right and license to
                        use MiniMed IP which relate to automation


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                        technology and which are not dependent on confidential
                        information of MiniMed ("Automation IP").

                (ii)    Notwithstanding the foregoing, MiniMed does not grant
                        ATS any rights to use MiniMed IP or Automation IP on any
                        application related to the production of any glucose
                        sensor technology other than to perform their duties and
                        obligations described herein. MiniMed does not grant ATS
                        any rights to original ideas, inventions, developments
                        and improvements not conceived or reduced to practice or
                        works of authorship not generated by ATS, alone or with
                        others.

                (iii)   Notwithstanding any other provision of this Section 6,
                        ATS does not grant MiniMed developed at any time other
                        than during the course of performing services for
                        MiniMed under this Agreement ("ATS Proprietary IP").
                        With respect to any such ATS Proprietary IP incorporated
                        into the services or deliverables under this Agreement,
                        ATS grants MiniMed a non-exclusive, irrevocable,
                        worldwide, royalty-free, perpetual, non-assignable right
                        and license for internal use by MiniMed for the purpose
                        specified in the Bid, within any System supplied
                        hereunder, and not for resale or duplication.

        The provisions of this Section 6 shall survive the termination of this
Agreement.

7.      EXCLUSIVITY

        ATS agrees that, in order to induce MiniMed into entering into this
        Agreement, and to protect the valuable trade secrets of MiniMed, ATS
        will not perform any services relating to the design or implementation
        of an automated system to manufacture sensors to be used by individuals
        with diabetes (a) for a period terminating three (3) years from the
        expiration of the Agreement, or (b) until January 1, 2004, whichever
        occurs first. This Section 7 shall survive the termination of this
        Agreement unless this Agreement is terminated by ATS pursuant to Section
        18 hereof.

8.      CHANGES BY MINIMED

        MiniMed is responsible for any increased costs reasonably incurred by
        ATS as a result of a change in MiniMed's specifications for the Systems
        and appearing in the Bid. In such case, the parties shall negotiate a
        reasonable adjustment to the pricing to reflect the changes dictated by
        the new specification and the parties shall agree on a revised schedule
        of deliverables and shall amend Appendix B to reflect such agreement. If
        such change is implemented, with the written approval of MiniMed, prior
        to such an agreement being reached and the parties cannot agree on a
        reasonable adjustment to pricing and a revised schedule within 30 days
        of the date ATS first notifies MiniMed of ATS' estimate of the increased
        costs and revised schedule,


                                       8
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        either party may apply to have the matter determined by arbitration as
        provided in Section 34 hereof.


9.      REPRESENTATION AND WARRANTIES OF ATS

        A.      ATS represents and warrants the following to MiniMed (in
                addition to any other representations and warranties contained
                in the Bid), as an inducement to MiniMed to execute this
                Agreement:

                (i)     ATS is financially solvent, able to pay all its debts as
                        they mature and possesses sufficient working capital to
                        complete all of its obligations hereunder;

                (ii)    ATS is able to furnish the plant, tools, materials,
                        supplies, equipment and labor required to perform its
                        obligations hereunder and has sufficient experience and
                        competence to do so;

                (iii)   ATS or its relevant affiliate is authorized to do
                        business in the State of Oregon and/or the Province of
                        Ontario in the country of Canada and properly licensed
                        by all necessary governmental and public and
                        quasi-public authorities having jurisdiction over them
                        and over the Agreement;

                (iv)    that the execution of this Agreement and ATS'
                        performance hereunder is within its duly authorized
                        powers and will not conflict with any other contract or
                        obligation of ATS ;

                (v)     that ATS' duly authorized representatives have visited
                        the site where the Pilot Line will be located, reviewed
                        the plans for facilities currently under construction to
                        house the other Systems, familiarized themselves with
                        the local conditions under which it will perform and
                        correlated their observations with the requirements of
                        this Agreement;

                (vi)    that ATS is a large, sophisticated manufacturer of
                        automated manufacturing systems who possesses a high
                        level of experience and expertise in the design,
                        implementation, administration, construction,
                        installation and management of projects of the size,
                        complexity and nature of the Systems and will perform
                        its obligations hereunder with the care, skill and
                        diligence of such a manufacturer; and

                (vii)   ATS warrants that all Systems or other products and
                        parts thereof, including any software, hardware,
                        components or other elements thereof, furnished or to be
                        furnished to MiniMed hereunder (the "ATS Products")
                        shall be delivered free of any rightful claim of any
                        third party for


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                        infringement of any valid patent, trademark or other
                        proprietary intellectual property of a third party,
                        subject to the ownership, licenses and other rights and
                        obligations specifically provided in Sections 6 and 28.

        B.      MiniMed represents and warrants the following to ATS (in
                addition to any other representations and warranties contained
                in this Agreement) as an inducement to ATS to execute this
                Agreement:

                (i)     MiniMed is financially solvent, able to pay all its
                        debts as they mature and possesses sufficient working
                        capital and resources to complete all of its obligations
                        hereunder;

                (ii)    MiniMed has sufficient rights to possession of the real
                        and personal property in the state of California where
                        ATS is to install the Systems to allow ATS to fulfill
                        its obligations hereunder and MiniMed has full authority
                        to authorize ATS to install the Systems there;

                (iii)   MiniMed is authorized to do business and hold property
                        in the state of California and is properly licensed by
                        all necessary governmental and public and quasi-public
                        authorities having jurisdiction over MiniMed and over
                        the Agreement;

                (iv)    that the execution of this Agreement and MiniMed's
                        performance hereunder is within its duly authorized
                        powers and will not conflict with any other contract or
                        obligation of MiniMed;

                (v)     that MiniMed has disclosed to ATS the site in California
                        where the Pilot Line will be located, disclosed the
                        plans for the facilities currently being constructed by
                        MiniMed to house the Systems and other systems and has
                        disclosed to ATS all local or other conditions known to
                        MiniMed at the time of execution of this Agreement which
                        might reasonably impact the cost or time of performance
                        by ATS of its obligations under this Agreement;

                (vi)    that MiniMed is a large, sophisticated developer,
                        manufacturer and marketer of medical devices who
                        possesses experience and expertise in manufacturing
                        sensors for the measurement of glucose and in obtaining
                        any necessary FDA approvals for the Systems, and will
                        perform its obligations hereunder with the care, skill
                        and diligence of such a company.

10.     INDEMNIFICATION

        A.      ATS shall defend, indemnify and hold MiniMed harmless from and
                against any and all loss, damage and expense (including, but not
                limited to, court costs, amounts paid in settlement, judgments,
                reasonable attorney's fees, the allocable


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<PAGE>   14

                cost of in-house counsel or other expenses related to
                investigation or defense) ("Damages") relating to any suit,
                action, claim or other obligation ("Claim") made by a third
                party and claiming infringement of intellectual property in
                connection with MiniMed's use, for the purposes specified in the
                Bid, of the ATS Products or any component thereof.

                In case any ATS Product is held in such suit to constitute an
                infringement and the use of said ATS Product for its use
                specified in this Agreement or in the Bid is enjoined, ATS
                shall, at its expense and option, either procure for MiniMed the
                right to continue to use the said product or part, or replace
                same with a non-infringing product or part, or modify same so it
                becomes non-infringing.

        B.      The preceding Section 10A shall not apply to:

                (i)     any product or part which is modified or manufactured to
                        MiniMed's design to the extent MiniMed's design or
                        modification causes the infringement; or

                (ii)    the use of any ATS Product furnished to MiniMed in
                        combination with other products not furnished by ATS,
                        unless the ATS Product, per se, infringes the asserted
                        patent;

                (iii)   any infringement relating to MiniMed's prescribed
                        manufacturing processes and MiniMed's confidential and
                        proprietary information provided hereunder; or

                (iv)    any product of a third party incorporated in the ATS
                        Products as specified by MiniMed.

                As to any such excluded product or part thereof ATS assumes no
                liability whatsoever for infringement and MiniMed shall hold ATS
                harmless against any infringement claim arising therefrom.

        C.      Each party (the "Indemnifying Party") hereto shall defend,
                indemnify and hold the other (the "Indemnified Party") harmless
                from and against any and all loss, damage and expense
                (including, but not limited to, court costs, amounts paid in
                settlement, judgments, reasonable attorney's fees and the
                allocable cost of in-house counsel or other expenses related to
                investigation or defense) relating to any suit, action, claim or
                other obligation made by a third party and arising out of the
                negligence or willful misconduct of the Indemnifying Party.

        D.      An Indemnified Party shall notify, in writing, the Indemnifying
                Party within fifteen (15) days of the assertion of any claim or
                discovery of any fact upon which the Indemnified Party intends
                to base a claim for indemnification.


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<PAGE>   15

                An Indemnified Party's failure to so notify the Indemnifying
                Party shall not, however, relieve such Indemnifying Party from
                any liability under this Agreement to the Indemnified Party with
                respect to such claim except to the extent that such
                Indemnifying Party is actually denied, during the period of
                delay in notice, the opportunity to remedy or otherwise mitigate
                the event or activity(ies) giving rise to the claim for
                indemnification and thereby suffers actual prejudice as a result
                of such failure. The Indemnifying Party, while reserving the
                right to contest its obligations to indemnify hereunder, shall
                be responsible for the defense of any claim, demand lawsuit or
                other proceeding in connection with which the Indemnified Party
                claims indemnification hereunder. The Indemnified Party shall
                have the right at its own expense to participate jointly with
                the Indemnifying Party in the defense of any such claim, demand,
                lawsuit or other proceeding, but with respect to any issue
                involved in such claim, demand, lawsuit or other proceeding with
                respect to which the Indemnifying Party has acknowledged its
                obligation to indemnify the Indemnified Party hereunder, the
                Indemnifying Party shall have the right to select counsel
                (reasonably satisfactory to Indemnified Party), settle, try or
                otherwise dispose of or handle such claim, demand, lawsuit or
                other proceeding on such terms as the Indemnifying Party shall
                deem appropriate, subject to any reasonable objection of the
                Indemnified Party. Notwithstanding the foregoing, Indemnifying
                Party shall not settle any suit or proceeding against
                Indemnified Party without Indemnified Party's written consent
                which shall not be unreasonably withheld.

        E.      This Section 10 states the entire liability of ATS or MiniMed
                for infringement of any proprietary intellectual property right
                of a third party and for defence, indemnification and the
                holding harmless of others in respect of same.

11.     NON-DISCLOSURE OF AGREEMENT

        Unless required by law, or on a confidential basis with such party's
        financial and/or legal advisors, neither party hereto shall release any
        information to any third person with respect to the terms of this
        Agreement without the prior written consent of the other party. This
        prohibition includes, but is not limited to, press releases, educational
        and scientific conferences, promotional materials, public officials, and
        the media. Notwithstanding any other provision of this Section 11, and
        upon at least twenty-four (24) hours notice to the other party hereto,
        either party shall be permitted to release information as required by a
        court order or order of a regulatory agency with jurisdiction over such
        party, pursuant to state, provincial or federal laws or regulations, or
        pursuant to the rules of an applicable stock exchange or the NASDAQ
        National Market.

12.     RELATIONSHIP OF PARTIES

        No agency relationship or partnership exists between the parties. No
        party (or any of its shareholders, employees, officers, investors or
        agents) has the right to enter into a contract on behalf of or as an
        agent or representative of the other party.


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13.     WARRANTIES

        Subject to MiniMed following the prescribed reasonable maintenance and
        service procedures on the Systems and ATS Products, ATS warrants that
        the design of each System and the ATS Products delivered as part of such
        System will be free from defects in workmanship and material and conform
        to specifications for the following periods (each of such periods is
        hereinafter referred to as a "Warranty Period"):

        (a)     with respect to the Pilot Line System, from the date of the
                Final Acceptance Certificate (as defined in Section 27 hereof)
                for the Pilot Line and for twelve months thereafter; and

        (b)     with respect to the Fabrication and Assembly Line System and the
                Packaging Line System, from the date of the Final Acceptance
                Certificate for whichever of such two Systems is last issued and
                for twelve months thereafter.

        Notwithstanding the foregoing, if ATS utilizes any component or product
        manufactured by a third party as part of any System, and the warranty
        provided to ATS on such component or product extends longer than the
        Warranty Period provided by ATS herein, MiniMed shall receive the
        benefit of such additional warranty coverage. This warranty shall
        survive the termination or expiration of this Agreement as provided
        herein.

        THIS WARRANTY EXCLUDES CONSUMABLE PARTS, TO THE EXTENT THAT BY THEIR
        NATURE REQUIRE PERIODIC REPLACEMENT. EXCEPT WITH RESPECT TO
        NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AS PROVIDED IN SECTION
        10, ATS MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, AND HEREBY
        EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
        PARTICULAR PURPOSE.

        During the Warranty Period, ATS will make, at ATS' cost, such repairs,
        adjustments, or replacements as are necessary in order to comply with
        the warranty provided in this Section 13. The choice of repairing,
        adjusting or replacing shall be at ATS' option. ATS shall utilize its
        best efforts to initiate such repairs, adjustments, or replacements
        within Twenty Four (24) hours of learning of the need for such
        activities from MiniMed. If possible, such repairs, adjustments or
        replacements shall be made at the Systems' installed location. If repair
        at the installed location is not possible, MiniMed agrees to return the
        defective parts to ATS at ATS's expense. ATS will return parts to the
        MiniMed at ATS' cost.

14.     ENTIRE AGREEMENT

        The agreements and conditions set forth herein, as well as those
        incorporated herein by reference to the Bid, constitute the entire
        contract between ATS and MiniMed and


                                       13
<PAGE>   17

        supersedes all prior correspondence, quotations and other
        communications, either oral or written. This Agreement may only be
        amended in writing executed by both parties hereto. The failure of
        either party to object to any breach of any provision of this Agreement,
        shall not constitute a waiver by such party of such provision and shall
        not be construed as a general waiver, abandonment, modification or
        amendment of any of the terms, conditions or provisions of this
        Agreement.

15.     DELIVERY, TITLE, RISK OF LOSS

        Unless otherwise specified by ATS, delivery will be made F.O.B. ATS'
        facility in Corvallis, Oregon to MiniMed, skidded for domestic truck
        shipment. Any export or other special packing or special transportation
        charges shall be charged to and paid by MiniMed. Except as otherwise
        provided herein, MiniMed shall be responsible for the reasonable cost of
        freight transportation, insurance, shipping, storage, duty brokerage,
        handling demurrage, or similar charges once the System, or components
        thereof, leave Corvallis. Risk of loss or damage passes to MiniMed upon
        delivery, provided, however, that if the Systems are damaged by
        representatives of ATS during installation or qualification, ATS will
        repair such damage at ATS' sole expense. Title to any System and all
        components thereof will not pass to MiniMed until payment has been
        received in full by ATS.




                                       14
<PAGE>   18

16.     CONFLICT

        In case any of the provisions of the Bid or the PO conflict with this
        Agreement, the provisions of this Agreement shall govern.

17.     TAXES

        In addition to any price specified herein, MiniMed shall pay the gross
        amount of any present or future sale, use, excise, value added, or other
        similar tax applicable to the price, sale or delivery of any products or
        services furnished hereunder or to their use by ATS or MiniMed, or
        MiniMed shall furnish ATS with evidence of exemption acceptable to the
        taxing authorities.

18.     TERMINATION BY ATS

        This Agreement may be terminated by ATS upon delivery to MiniMed of
        written notice of its election to do so:

        A.      If MiniMed defaults in the performance of any of its obligations
                under this Agreement (except for circumstances described in
                Sections 18D hereof) and, within 30 days after delivery of
                written notice from ATS of such default, MiniMed fails to cure
                the same or, if such default does not involve the payment of
                money and cannot be cured within said 30-day period, MiniMed
                fails to commence or to diligently proceed with the curing of
                such default;

        B.      If Any material representation or warranty of MiniMed set forth
                in this Agreement proves to be false or misleading in any
                material respect; or

        C.      If MiniMed makes a general assignment for the benefit of
                creditors, or admits in writing its inability to pay its debts
                as they become due; or files a petition in bankruptcy or is
                adjudicated a bankrupt or insolvent or files a petition seeking
                any reorganization, arrangement, composition, readjustment,
                liquidation, dissolution or similar relief under any present or
                future statute, law or regulation; or files an answer admitting
                or fails reasonably to contest the material allegations of a
                petition filed against it in any such proceeding; or seeks or
                consents to or acquiesces in the appointment of any trustee,
                receiver or liquidator of it or any material part of its assets
                (the term "acquiesce" includes but is not limited to the failure
                to file a petition or motion to vacate or discharge any order,
                judgment or decree within 30 days after its entry); or within 90
                days after the commencement of any proceedings against MiniMed
                seeking any reorganization, arrangement, composition,
                readjustment, liquidation, dissolution or similar relief under
                any present or future statute, law or regulation, such
                proceeding has not been dismissed; or within 90 days after the
                appointment, without the consent or acquiescence of MiniMed, of
                any trustee, receiver or liquidator of MiniMed or of any
                material part of its assets, such appointment has not been
                vacated.


                                       15
<PAGE>   19

        D.      Pursuant to Section 4E hereof.

19.     TERMINATION BY MINIMED

        This Agreement may be terminated by MiniMed upon delivery of written
        notice of its election to do so to ATS:

        A.      If ATS defaults in the performance of any of its obligations
                under this Agreement (except for delays in delivery addressed in
                Section 4 or other circumstances described in Sections 19B, 19C,
                19D, 19E, 19F, 19G or 19H hereof) and, within 30 days after
                delivery of written notice from MiniMed of such default, ATS
                fails to cure the same, or if such default does not involve the
                payment of money and cannot be cured within such 30-day period,
                ATS fails to commence or to diligently proceed with the curing
                of such default;

        B.      If ATS makes a general assignment for the benefit of creditors,
                or admits in writing its inability to pay its debts as they
                become due; or files a petition in bankruptcy or is adjudicated
                a bankrupt or insolvent or files a petition seeking any
                reorganization, arrangement, composition, readjustment,
                liquidation, dissolution or similar relief under any present or
                future statute, law or regulation; or files an answer admitting
                or fails reasonably to contest the material allegations of a
                petition filed against it in any such proceeding; or seeks or
                consents to or acquiesces in the appointment of any trustee,
                receiver or liquidator of it or any material part of its assets
                (the term "acquiesce" includes but is not limited to the failure
                to file a petition or motion to vacate or discharge any order,
                judgment or decree within 30 days after its entry); or within 90
                days after the commencement of any proceedings against ATS
                seeking any reorganization, arrangement, composition,
                readjustment, liquidation, dissolution or similar relief under
                any present or future statute, law or regulation, such
                proceeding has not been dismissed; or within 90 days after the
                appointment, without the consent or acquiescence of ATS, of any
                trustee, receiver or liquidator of ATS or of any material part
                of its assets, such appointment has not been vacated;

        C.      If any material representation or warranty of ATS set forth in
                this Agreement proves to be false or misleading in any material
                respect;

        D.      Pursuant to Section 4B hereof;

        E.      Pursuant to Section 4D hereof;

        F.      A court of competent jurisdiction enjoins or otherwise restricts
                MiniMed from use of the Systems due to a claim of infringement
                in respect of which ATS has no obligation to indemnify MiniMed
                pursuant to Section 11 of this Agreement;

        G.      If a court of competent jurisdiction enjoins or otherwise
                restricts MiniMed from use of the Systems due to a claim of
                infringement in respect of which ATS has an obligation to
                indemnify MiniMed pursuant to Section 11 of this Agreement and
                ATS is unable, within sixty (60) days of the date upon which
                order of such court


                                       16
<PAGE>   20

                so enjoining or otherwise restricting becomes enforceable, to
                either procure for MiniMed the right to continue to use the
                offending product or part, or replace same with a non-infringing
                product or part, or modify same so it becomes non-infringing; or

        H.      Pursuant to Section 4E hereof.

20.     REMEDIES UPON TERMINATION/ LIMITATION ON LIABILITY

        A.      If ATS terminates this Agreement pursuant to Section 18 hereof
                (except for any termination pursuant to 18D), ATS' sole and
                exclusive remedy shall be to receive and/or retain 100% of all
                payments made or due to ATS by MiniMed in respect of any System
                or Systems which have been delivered at the time of termination
                and to receive payment from MiniMed of 75% of the remaining
                unpaid purchase price for any System or Systems which have not
                been delivered by ATS plus the amount of reasonable
                cancellation, restocking or other charges actually incurred by
                ATS and relating to components to be used in any System or
                Systems which have not been delivered by ATS.

        B.      If MiniMed terminates this Agreement pursuant to Section 19B, or
                19F hereof, MiniMed's sole and exclusive remedy shall be to
                receive from ATS a refund of all payments made to ATS under this
                Agreement except for:

                (i)     100% of the price for any System or Systems which have
                        been delivered by ATS and accepted by MiniMed; and

                (ii)    75% of the price for any System or Systems which have
                        been delivered by ATS but not accepted by MiniMed.

                        If MiniMed has not paid ATS sufficient monies to satisfy
                        the amounts to be retained by ATS pursuant to (i) and
                        (ii) above, MiniMed shall promptly pay the shortfall to
                        ATS.

                        If such termination is pursuant to Section 19F, MiniMed
                        shall be obliged, in addition to (i) and (ii) above, to
                        reimburse ATS upon demand for all other costs already
                        incurred or non-cancelable commitments made by ATS in
                        connection with the design, processing, handling,
                        fabrication and manufacture of any undelivered System or
                        components thereof, plus 15% for overhead.

                MiniMed would also have the right to use all designs, plans,
                specifications or other intellectual property or work of
                authorship generated, in part or in whole, by ATS and relating
                in any way to the Systems as provided in Section 6. ATS agrees
                to cooperate with MiniMed to provide them, on a timely basis
                with all such


                                       17
<PAGE>   21

                documents.

        C.      If MiniMed or ATS terminates this Agreement pursuant to Section
                19H or 18D hereof, respectively, such party's sole and exclusive
                remedy shall be that outlined in Section 4E.

        D.      If MiniMed terminates this Agreement pursuant to Section 19E,
                its sole and exclusive remedy shall be that outlined in Section
                4D.

        E.      If MiniMed terminates this Agreement pursuant to Section 19D
                hereof, MiniMed's sole and exclusive remedy shall be to pay to
                ATS:

                (i)     100% of the price for any System or Systems which have
                        been delivered by ATS and accepted by MiniMed;

                (ii)    75% of the price for any System or Systems which have
                        been delivered by ATS but not accepted by MiniMed; and

                (iii)   The reasonable value of all other work done by ATS
                        pursuant to its responsibilities under this Agreement.

                MiniMed would also have the right to use all designs, plans,
                specifications or other intellectual property or work of
                authorship generated, in part or in whole, by ATS and relating
                in any way to the Systems as provided in Section 6. ATS agrees
                to cooperate with MiniMed to provide them, on a timely basis
                with all such documents.

        F.      NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, OR
                OTHERWISE, EXCEPT FOR WILLFUL MISCONDUCT INTENDED TO DEPRIVE THE
                OTHER PARTY HERETO OF ITS ESSENTIAL BENEFIT OF THIS AGREEMENT,
                OR AN INTENTIONAL BREACH OF THIS AGREEMENT INTENDED TO DEPRIVE
                THE OTHER PARTY HERETO OF ITS ESSENTIAL BENEFIT OF THIS
                AGREEMENT, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF
                CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE
                SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
                CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, BUT
                NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE
                PRODUCTS OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED
                EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS,
                FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS, OR
                CLAIMS OF THE OTHER PARTY'S CUSTOMERS FOR SUCH DAMAGES. IF
                MINIMED TRANSFERS TITLE TO OR LEASES ANY SYSTEM OR SYSTEMS SOLD
                HEREUNDER TO ANY THIRD PARTY, MINIMED SHALL OBTAIN FROM SUCH
                THIRD PARTY A PROVISION


                                       18
<PAGE>   22

                AFFORDING ATS AND ITS SUPPLIERS THE PROTECTION OF THE PRECEDING
                SENTENCE.

        G.      NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR
                OTHERWISE, EXCEPT AS PROVIDED IN SECTION 10 WITH RESPECT TO
                INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND EXCEPT FOR
                WILLFUL MISCONDUCT BY ATS INTENDED TO DEPRIVE MINIMED OF ITS
                ESSENTIAL BENEFIT OF THIS AGREEMENT OR AN INTENTIONAL BREACH OF
                THIS AGREEMENT BY ATS INTENDED TO DEPRIVE MINIMED OF ITS
                ESSENTIAL BENEFIT OF THIS AGREEMENT, IN NO EVENT, WHETHER AS A
                RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING
                NEGLIGENCE) OR OTHERWISE, SHALL ATS' LIABILITY TO MINIMED FOR
                ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS
                AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE
                PRODUCTS, SERVICES OR SYSTEMS FURNISHED HEREUNDER, EXCEED THE
                TOTAL PRICE AS DEFINED IN SECTION 2.

        H.      NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR
                OTHERWISE, IF ATS FURNISHES MINIMED WITH ADVICE OR OTHER
                ASSISTANCE WHICH CONCERNS ANY PRODUCT SUPPLIED HEREUNDER, OR ANY
                SYSTEM OR EQUIPMENT IN WHICH ANY SUCH PRODUCT MAY BE INSTALLED
                AND WHICH ADVICE OR OTHER ASSISTANCE IS NOT REQUIRED PURSUANT TO
                THIS AGREEMENT, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL
                NOT SUBJECT ATS TO ANY LIABILITY, WHETHER IN CONTRACT, WARRANTY,
                TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

21.     GOVERNING LAW

        The validity, interpretation and performance of this Agreement shall be
        governed by and construed in accordance with the laws of the state of
        New York, United States of America, without regard to any applicable
        choice-of-law provisions of law.

22.     CONSENT TO JURISDICTION

        WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT, THE
        PARTIES EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH
        LITIGATION SHALL BE TRIED BY A JUDGE WITHOUT A JURY. EACH PARTY AGREES
        TO NON-EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE UNITED STATES
        DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA (AND ANY
        CALIFORNIA STATE COURT WITHIN THAT DISTRICT) AND FOR THAT PURPOSE,
        APPOINTS THE PERSON SET FORTH IN SECTION 24 HEREOF AS ITS AGENT FOR
        SERVICE OF PROCESS IN SUCH JURISDICTION


                                       19
<PAGE>   23

23.     NO THIRD PARTY BENEFICIARIES

        The provisions of this Agreement are intended solely for the benefit of
        the parties hereto and are not intended to benefit any other person
        other than the parties hereto.

24.     NOTICES

        Any notice, request, demand, waiver, consent, approval or other
        communication which is required or permitted to be given to any party
        hereunder shall be in writing and shall be deemed given only if
        delivered to the party personally or sent to the party by telecopy (with
        confirmation of receipt), telegram or by registered or certified mail
        (return receipt requested) with postage and registration or
        certification fees thereon prepaid, addressed to the party at its
        address set forth below:

        If to MiniMed:

        Mr. Bill A. Calle
        MiniMed Inc.
        12774 San Fernando Road
        Sylmar, CA 91342-9219
        Fax: (818) 364-9625

        With a copy to:

        General Counsel
        MiniMed Inc.
        12774 San Fernando Road
        Sylmar, CA 91342
        Fax: (818) 367-1460

        If to ATS:

        Mr. Bob Eckert
        ATS Automation Tooling Systems Inc.
        250 Royal Oak Road
        Box 32100, Preston Centre
        Cambridge, ON N3H 5M2
        Fax: (519) 653-1519

        With a copy to:

        Mr. Ron Jutras
        ATS Automation Tooling Systems Inc.
        250 Royal Oak Road
        Box 32100, Preston Centre


                                       20
<PAGE>   24

        Cambridge, ON N3H 5M2
        Fax: (519) 653-1519

25.     FINANCE CHARGE

        A 1% per month (12% per annum) finance charge may be assessed on past
        due accounts. If legal action is required to collect amounts owed by
        MiniMed to ATS, ATS is entitled to recover all reasonable collection
        costs.

26.     ATTORNEY'S FEES

        If any party hereto brings an action or proceeding involving the subject
        matter of this Agreement to enforce the terms hereof or to declare
        rights hereunder, the Prevailing Party (as hereafter defined) in any
        such proceeding, action, or appeal thereon, shall be entitled to
        reasonable attorneys' fees (including the allocable cost of in-house
        counsel). Such fees may be awarded in the same suit or recovered in a
        separate suit, whether or not such action or proceeding is pursued to
        decision or judgment. The term, "Prevailing Party" shall include,
        without limitation, a party who substantially obtains or defeats the
        relief sought, as the case may be, whether by compromise, settlement,
        judgment, or the abandonment by the other party of its claim or defense.
        The attorney's fees award shall not be computed in accordance with any
        court fee schedule, but shall be such as to fully reimburse all
        attorneys' fees reasonably incurred.

27.     SYSTEM ACCEPTANCE

        Acceptance testing, to the performance standards set out in the Bid,
        will be conducted at the ATS facility prior to shipment of the System.
        Such acceptance testing shall be conducted over a maximum of three
        eight-hour production days, unless a different period is specified in
        the Bid. Such acceptance testing shall be witnessed by MiniMed and upon
        successful completion of the prescribed tests, MiniMed shall immediately
        deliver to ATS a written acceptance certificate signed by MiniMed which
        shall be ATS' authorization to ship the System to MiniMed's facility.
        Upon receipt of the System in MiniMed's facility, MiniMed shall, with
        the assistance of ATS if so contracted, install the System. Upon
        completion of such installation MiniMed shall conduct the acceptance
        testing which shall demonstrate that the System meets the performance
        standards set out in the Bid over a period of three (3) eight-hour
        production days. ATS shall witness such acceptance testing. Upon
        successful completion of such acceptance testing, MiniMed shall accept
        the System and MiniMed shall immediately provide ATS with a written
        final acceptance certificate signed by MiniMed ("Final Acceptance
        Certificate").

        ATS and MiniMed agree to cooperate and use their best efforts to ensure
        that all installation and acceptance testing on the System is performed
        without delay. In the event MiniMed is responsible for installation of
        the System, such installation shall be


                                       21
<PAGE>   25

        completed no later than 21 days from the date of receipt of the System
        in MiniMed's facility. In the event MiniMed is unable, or unwilling to
        commence acceptance testing within three days of completion of the
        installation of the equipment, and the resulting delay is not the result
        of ATS's failure to complete its responsibilities under this contract,
        MiniMed shall be deemed to have delivered to ATS the Final Acceptance
        Certificate for the equipment. Where MiniMed has so delayed the
        acceptance testing, MiniMed shall pay ATS all costs incurred by ATS to
        return to MiniMed's installation site and to conduct acceptance testing
        at a later date.

        MiniMed, at its expense, shall provide all necessary consumable supplies
        required to test and operate the System (i.e. solder, flux, adhesives,
        required chemicals, oil, grease, etc.). The condition of the
        installation site in MiniMed's facility, general housekeeping, voltage
        fluctuations, oil, defective parts and presence of foreign matter will
        adversely affect the operation of the System. MiniMed, at its expense,
        is responsible for ensuring that the installation site is ready for the
        System at the date of delivery and for correcting any deficiencies in
        the installation site.

28.     SOFTWARE LICENSES

        The ATS Products to be supplied hereunder may use computer software,
        Computer software which is custom developed by ATS specifically for
        MiniMed under the terms of this Agreement ("Custom Software") shall be
        delivered to MiniMed with the ATS Products, including source code, and
        all title, right and interest in such Custom Software shall vest in
        MiniMed upon full payment for equipment. Computer software of third
        party vendors may also be integrated into the ATS Products ("Third Party
        Software"), ATS shall assign all rights, afforded under the licenses for
        any such Third Party Software to MiniMed and MiniMed shall assume all
        non-financial obligations under any such software licenses. The ATS
        Products may also include software that has been developed by ATS, at
        ATS expense, for general use in ATS products ("ATS Standard Software")
        and is proprietary to ATS. Upon full payment for the ATS Products, such
        ATS Standard Software shall be licensed to MiniMed for use solely to
        operate and maintain the ATS Products. This shall in no way effect the
        warranties made by ATS in Section 13.

29.     CUSTOMER PARTS AND SAMPLES

        Customer parts tolerances are critical to the successful operation of
        vibratory feeder bowls, magazine feeders, fixtures, tooling and other
        aspects of the System or ATS Products. The Bid is based upon the
        prescribed customer parts tolerances supplied in drawings or in sample
        parts provided at the time of preparing the Bid. MiniMed shall supply
        ATS with engineering drawings for such customer parts at the time the
        related ATS Product is ordered. Significant changes in customer part
        tolerances from those used to prepare the Bid shall be a MiniMed change
        (see Section 8).

        MiniMed, at its expense shall also provide to ATS reasonable qualities
        and quantities of known good customer parts for:


                                       22
<PAGE>   26

        (i)     machine design;

        (ii)    test equipment R&R studies;

        (iii)   debugging of ATS Products;

        (iv)    acceptance testing; and

        (v)     such other activities as may be reasonably required by ATS to
                design, build, install and test the System and ATS Products to
                be supplied to MiniMed hereunder.

30.     SUCCESSORS AND ASSIGNS

        The provisions of this Agreement shall be binding upon and inure to the
        benefit of the parties hereto and their respective successors and
        assigns; provided, however, that no party may assign, delegate or
        otherwise transfer any of its rights or obligations under this Agreement
        without the consent of the other party hereto, except that (a) MiniMed
        may assign its rights under this Agreement to any affiliate, provided
        that MiniMed's obligations to pay ATS and to indemnify ATS as set out in
        this Agreement shall be joint and several with such affiliate, and
        provided that ATS shall be sent a copy of the instrument evidencing the
        assignment forthwith upon execution thereof.

31.     SEVERABILITY

        The parties agree that (a) the provisions of this Agreement shall be
        severable in the event that any provision hereof (or part thereof) is
        held by a court of competent jurisdiction to be invalid, void or
        otherwise unenforceable, (b) such invalid, void or otherwise
        unenforceable provision (or part thereof) shall be automatically
        replaced by another provision which is as similar as possible in terms
        to such invalid, void or otherwise unenforceable provision (or part
        thereof) but which is valid and enforceable and (c) the remaining
        provisions shall remain enforceable to the fullest extent permitted by
        law.

32.     COUNTERPARTS

        This Agreement may be executed in two or more counterparts, each of
        which shall be deemed an original, but which together shall constitute
        one and the same instrument

33.     HEADINGS

        The headings preceding the text of the sections and subsections hereof
        are inserted solely for convenience of reference, and shall not
        constitute a part of this Agreement nor shall they affect its meaning,
        construction or effect.

34.     ARBITRATION


                                       23
<PAGE>   27

        The parties agree to submit disputes between them arising out of or
        related to this Agreement or the breach, alleged breach or
        interpretation thereof to binding arbitration. One arbitrator will be
        selected under the then current rules of the American Arbitration
        Association ("AAA") pertaining to commercial disputes within thirty (30)
        days of either party notifying the other that it is submitting a dispute
        to arbitration. The arbitration shall be held in the state of Illinois
        (and in the city of Chicago unless the parties otherwise agree) and
        shall be conducted in accordance with the Commercial Arbitration rules
        of the AAA except the AAA shall not have authority to make any award for
        damages excluded herein. The arbitration award shall be by a written
        decision and shall be final and binding and enforceable by any court of
        competent jurisdiction.


                            [SIGNATURE PAGE FOLLOWS]

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first written above.


ATS                                      MINIMED

ATS AUTOMATION TOOLING SYSTEMS, INC.     MINIMED INC.




By  /s/ RON JUTRUS                         By  /s/ DAVID MORLEY
  -------------------------------          -------------------------------------
  Name: Ron Jutrus                         Name: David Morley
  Title: CFO                               Title: Sr. Vice President, Operations





                                       24