exv10w6



 






Exhibit 10.6




CONTRACT MANUFACTURING SERVICES AGREEMENT




     THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the
“Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware
corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and
Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of
Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each,
a “Party” and collectively, the “Parties”).



RECITALS




     WHEREAS, Micrus US and Micrus International each undertakes a business in the medical device
industry; Micrus International licenses certain intellectual property from Micrus US pursuant to a
License Agreement dated concurrently herewith (the “License Agreement”); and Micrus US and Micrus
International each own interests in intellectual property developed under an Agreement for Sharing
Development Costs (the “Cost Sharing Agreement”); and



     WHEREAS, Micrus International wishes to engage Micrus US to provide Contract Manufacturing
Services to Micrus International using the Licensed Technology and Developed Intangibles (as
defined below); and Micrus US is willing and able to undertake such Contract Manufacturing Services
in accordance with the terms and conditions of this Agreement;



     NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter set
forth, the Parties hereto agree as follows:




	1.	 	DEFINITIONS





     For purposes of this Agreement, the following definitions shall apply to the terms set forth
below wherever they appear:




	1.1	 	“Affiliate” of a Party means any entity controlled by, controlling, or under common control
with such Party, where “control” means ownership, either direct or indirect, of





***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.



1









 












	 	 	more than 50% of the equity interest entitled to vote for the election of directors or
equivalent governing body.






	1.2	 	“Brand Rights” means (a) all trade names, trademarks, service marks, logos, Internet domain
names or similar property that Micrus US uses, has developed or has registered anywhere in the
world, and any derivations of such marks that are developed, used or registered in the future;
and (b) all customer lists, market surveys, customer and transaction data, and other market or
customer related intangible property or goodwill that Micrus US has created, collected or
acquired, or that either Party creates, collects or acquires in the future.






	1.3	 	“Contract Manufacturing Services” means the services provided by Micrus US to Micrus
International relating to production, supply, or shipment of Products in accordance with
Article 2 of this Agreement.






	1.4	 	“Developed Intangibles” means those intangible rights as defined in Article 1.5 of the
Agreement for Sharing of Development Costs which is separately entered into by the parties to
this Agreement.






	1.5	 	“Fiscal Year End” means March 31, the last day of Micrus US’s fiscal year.






	1.6	 	“Licensed Technology” means: all Patent Rights, Technical Information, Brand Rights, and
Copyrights (as such terms are defined in the License Agreement), including without limitation,
all right, title and interest in the foregoing, and all devices, patents, copyrights,
hardware, software, trade secrets, proprietary techniques, business models, processes,
methods, applications, technical information, documentation and other similar items that were
conceived, discovered, owned, licensed, or acquired by Micrus US or any of its Affiliates or
agents prior to or as of the Effective Date, and any applicable intangible property as defined
under Treasury Regulation Section 1.482-4(b).






	1.7	 	“Materials” means any and all parts, components, materials and supplies wherever and however
purchased, produced or obtained, that are transformed, incorporated or otherwise directly used
(or intended to be used) in the manufacture or production of microcoils and other products or
devices by Micrus US (whether for its own account or for Micrus International).






	1.8	 	“Patent Rights” means (a) any and all issued patents, reissue or reexamination patents,
patents of importation, revivals of patents, revalidation patents, utility models,
certificates of invention, registrations of patents, or extensions thereof, regardless of
country or




2









 












	 	 	formal name; and (b) all U.S. and foreign utility and design Patents, and published or
unpublished regular patent and provisional applications, including without limitation any
and all applications of addition, divisionals, continuations, continuations-in-part
(“CIPs”), continuing prosecution applications (“CPAs”), reexaminations, substitutions,
extensions, renewals, utility models, certificates of invention or reissues thereof or
therefor, invention disclosures and records of invention, and any license to practice any of
the foregoing.






	1.9	 	“Procurement Services” means services provided by either Party for or on behalf of the other
Party relating to purchasing, insuring, transporting, warehousing or otherwise handling
Materials owned by the other Party in accordance with Article 3 of this Agreement.






	1.10	 	“Products” means medical devices and related products, based on the Micrus Licensed
Technology and/or Developed Intangibles owned or licensed by Micrus International, that are
manufactured by Micrus US for Micrus International under this Agreement.






	1.11	 	“Quarterly Close Date” means June 30, September 30 and December 31, or equivalent dates
corresponding to the last day of the fiscal quarters of Micrus US’s fiscal year, and also
includes the Fiscal Year End.






	1.12	 	“Services” means the Contract Manufacturing Services and the Procurement Services,
collectively.






	2.	 	CONTRACT MANUFACTURING SERVICES






	2.1	 	Contract Manufacturing Services. Micrus International hereby engages Micrus US to
perform Contract Manufacturing Services relating to the Products; and Micrus US hereby agrees
to provide Contract Manufacturing Services to Micrus International:






	 	a.	 	Orders. Not later than 30 days before each Quarterly Close Date, Micrus
International shall provide Micrus US with a detailed statement of its need for Products
in the following quarter. Micrus US shall make arrangements to produce and supply the
requested Products. In the event Micrus US is unable to satisfy the request, Micrus US
shall notify Micrus International immediately and the Parties shall negotiate in good
faith an alternative production schedule for the requested Products.




3









 












	 	b.	 	Modifications. In the event Micrus International needs to modify its quarterly
statement of needs, including cancellations, additions or postponements, Micrus
International shall notify Micrus US immediately and Micrus US shall use reasonable
efforts to meet the modified needs at the lowest possible cost.
	 
	 	c.	 	Shipping. Micrus US shall arrange for the shipment and insurance of Products to
Micrus International or customers of Micrus International as instructed by Micrus
International, and shall promptly notify Micrus International of any losses, delays or
other unexpected circumstances.
	 
	 	d.	 	Quality Control. The Contract Manufacturing Services shall meet the quality
control standards and specifications established from time-to-time for the Products,
including any requirements of applicable regulatory agencies worldwide for the
manufacture and sale of the Products, as mutually agreed upon by the parties. Micrus
International shall have the right, at its expense, to audit Micrus US’s quality control
of Contract Manufacturing Services from time-to-time on a reasonable basis and on
reasonable prior notice to Micrus US.






	2.2	 	Reasonable Efforts. Micrus US shall use reasonable efforts to make the Contract
Manufacturing Services available to Micrus International as needed and shall use the same
degree of care it uses in performing similar activities for itself.






	2.3	 	Annual Forecast. On or before each Fiscal Year End, Micrus International shall
provide Micrus US with a forecast of its expected need for Products during the following year,
stated in quarterly increments (“Annual Forecast”). To the extent Micrus International’s
quarterly orders under Section 2.1(a) differ from the Annual Forecast or Micrus
International’s expectations for future quarters change materially, Micrus International shall
notify Micrus US of its revised expectations, including changes in volumes or timing of
expected orders.






	2.4	 	Allocation of Output. In the event of a shortage or loss of production, the Parties
shall negotiate in good faith to achieve an equitable allocation of available production to
satisfy each Party’s requirements as fully as possible. To facilitate such negotiations,
Micrus US shall prepare annual forecasts and quarterly statements with respect to its own
needs similar to those required of Micrus International under Sections 2.1(a) and 2.3.




4









 












	3.	 	PROCUREMENT SERVICES






	3.1	 	Procurement Services. Upon mutual agreement, either Party may from time to time
perform Procurement Services (the “Performing Party”) for the other Party (the “Hiring
Party”). In particular, in order to accommodate suppliers’ requests for a single purchase
order from the Parties and all Affiliates, the Performing Party may act as a purchasing agent
for the Hiring Party and acquire Materials on behalf of the Hiring Party. In acting as a
purchasing agent, the Performing Party may, at its discretion, act as either a disclosed or
undisclosed agent of the Hiring Party. In all events, title to all Materials acquired on
behalf of the Hiring Party shall at once pass from the vendor to and remain with the Hiring
Party at all times, consistent with Section 5.2 below. No specific formalities shall be
required for the Parties to make or revise arrangements relating to the performance of
Procurement Services from time to time; provided, however, that a Hiring Party shall provide
written notice to the Performing Party if it wishes to revoke or restrict the Performing
Party’s right to act as a purchasing agent on its behalf.






	3.2	 	Degree of Care. A Performing Party shall perform the Procurement Services with the
same degree of diligence and care it uses in performing similar activities for itself, and
shall exercise its best efforts to negotiate the prices of Materials with suppliers for or on
behalf of the Hiring Party.






	3.3	 	Allocation of Purchases. In the event a Performing Party acquires Materials both for
its own account and on behalf of the Hiring Party, it shall make an equitable allocation of
such Materials with due regard for the quality and price of the Materials and the forecasted
and actual requirements of the Parties. The Performing Party shall maintain a separate ledger
with respect to Materials purchased on behalf of the Hiring Party, identifying all Materials
purchased specifically for the Hiring Party and the basis for the allocation of Materials
purchased for both Parties.





4. PAYMENT TERMS





	4.1	 	Remuneration. In consideration of the Contract Manufacturing Services and any
Procurement Services performed by Micrus US under this Agreement, Micrus International shall
pay Micrus US a quarterly fee for services (“Micrus US Fee”) net of consideration due to
Micrus International for any Procurement Services performed by Micrus International for Micrus
US (the “Micrus International Fee Offset”), as specified in Section 4.2 below (the “Net
Service Fee”). In addition, the Parties shall settle with one another on a quarterly basis
for Materials acquired by one Party on behalf of the other




5









 












	 	 	Party (pursuant to Section 3.1 above), as specified in Section 4.3 below. The quarterly
settlement procedure is outlined in Section 4.4 below.






	4.2	 	Net Service Fee. The Micrus US Fee and the Micrus International Fee Offset shall be
equal to the direct and indirect costs (other than the cost of Materials which are subject to
the provisions of Section 4.3 below) incurred by the Party during the quarter in connection
with providing the Services, plus a percentage mark-up on such costs, as specified in Exhibit
A. Without limitation, costs include salaries, rent, depreciation, insurance, warehouse
expenses, record-keeping and other similar expenses, but exclude income taxes, interest
expense or other non-operating expenses. Subject to the provisions of Section 4.5 below,
direct and indirect costs of Services shall be determined in accordance with U.S. generally
accepted accounting principles (“GAAP”) as applied by Micrus US for financial reporting
purposes, plus a reasonable mark-up of such costs, if any, determined in a manner consistent
with arm’s length principles, as mutually agreed upon by the parties from time to time. Costs
of activities that provide direct benefits to both the performing Party and the other Party
and indirect costs shall be allocated or apportioned to the Services using methods mutually
agreed to be consistent, reasonable and in keeping with sound accounting practices. If during
the term of this Agreement, there are any changes to the classification of the costs included
in operating expenses for U.S. GAAP purposes, then the Parties may modify this Agreement to
reflect such changes.






	4.3	 	Purchased Materials. In the event a Performing Party acquires Materials on behalf of
the Hiring Party as authorized in Section 3.1 above, the Hiring Party shall reimburse the
Performing Party for the cost of Materials purchased on its behalf during the quarter. Cost of
Materials shall include the supplier’s price less all discounts or rebates plus any
value-added tax, sales tax, or customs duty (for which the Performing Party is unable to
receive a credit or a refund), and any shipping, insurance or other charges paid to or
arranged by the supplier. For this purpose, purchases shall be recognized on the date the
payable liability is recognized under U.S. GAAP, without regard to the timing of the expense.
As between the Parties, the payment terms specified in Section 4.4 below shall apply
irrespective of payment terms or arrangements between the Performing Party and the supplier.






	4.4	 	Quarterly Settlement Process. On or before each Quarterly Close Date after the close
of the first fiscal quarter following the Effective Date, the Parties shall settle the Net
Service Fee (as per Section 4.2) and any reimbursements for Materials based on forecasts for
the current quarter. Differences between forecasted and actual costs that would change the
amount of the Net Service Fee or reimbursements for Materials shall be reconciled during




6









 












	 	 	the following quarter and settlement made on or before the next Quarterly Close Date. To the
extent standard costing procedures were used in determining the Net Service Fee, appropriate
adjustments for variances between standard and actual costs (with due regard to Section 4.5)
shall be reconciled as soon as practical and settlement made on or before the nearest
Quarterly Close Date thereafter.






	4.5	 	Capacity Risk. In general, the fee for Contract Manufacturing Services is intended to
be based on Micrus US’s actual costs (although standard costing procedures may be used where
reasonable and appropriate); however, costs resulting from Micrus US operating at less than
full capacity shall be excluded unless (a) Micrus International
fails to meet at least [***]
of its Annual Forecast (as per Section 2.3) or (b) Micrus International’s forecasted need for
Products in the Annual Forecast is less than [***] of its actual purchases in the prior fiscal
year. Any adjustments to actual costs or allocations of costs resulting from operating at less
than full capacity shall be reasonable and equitable as between the Parties.






	4.6	 	Currency. Unless otherwise agreed by the Parties, all payments contemplated hereby
or made by the Parties in connection herewith shall be made in the lawful currency of the
United States of America. In making any calculation hereunder, any amounts in currencies other
than the U.S. dollar shall be translated into U.S. dollars at the prevailing bookkeeping rate
used by Micrus US during the period in which the revenue or expense is recognized under U.S.
generally accepted accounting principles.






	4.7	 	Manner of Payment. A netting of any amount payable under this Agreement as against
existing accounts payable and accounts receivable, whether arising out of this or any other
agreement, shall be acceptable payment, effective as of the date of the netting on the books
of the Parties.






	4.8	 	Records and Audits. Each Party shall maintain complete and accurate written records
for four (4) years, in sufficient detail to permit ready verification of the computation of
Service costs, the allocation of such costs, and the cost of Materials, and shall allow each
Party or its designee to inspect and make extracts or copies of such records for the purpose
of ascertaining the correctness of the computation of any amount hereunder. Furthermore, each
Party shall account for its share of the Materials in accordance with the first-in, first-out
(“FIFO”) method of accounting for U.S. federal income tax purposes. If, as a result of any
audit verification or certification, there is an adjustment in the amounts and allocations
determined under this Article 4, settlement amounts resulting from such adjustments plus
interest thereon at the U.S. prime rate shall be paid on or before the next Quarterly Close
Date.





***
Confidential Treatment Requested


7









 












	5.	 	OWNERSHIP OF PROPERTY






	5.1	 	Micrus Licensed Technology. Ownership of Micrus Licensed Technology shall be as
specified in the Cost Sharing Agreement and the License Agreement (and any other subsequent
agreements) between the Parties. No transfer or exchange of Micrus Licensed Technology rights
shall be affected by this Agreement except, to the extent it may be necessary, Micrus
International hereby grants Micrus US a non-exclusive, royalty-free, revocable license to use
Micrus International’s Micrus Licensed Technology solely for purposes of performing the
Contract Manufacturing Services as provided in this Agreement.






	5.2	 	Materials. Title to Materials relating to the Products purchased on account of
Micrus International or purchased by Micrus US on behalf of Micrus International (including
raw materials, parts, components, work-in-process and finished goods) shall vest in Micrus
International when title passes from the vendor and shall remain with Micrus International at
all times. Where Micrus US is using similar materials or manufacturing similar products for
its own account, Micrus US shall take reasonable measures to identify or segregate Materials
belonging to Micrus International. Micrus International shall bear all risk of loss relating
to all Materials owned by Micrus International.






	6.	 	CONFIDENTIAL INFORMATION






	6.1	 	Obligations. The Parties acknowledge that, from time to time, one Party (the
“Disclosing Party”) may disclose to the other Party (the “Receiving Party”) information which
is marked as “proprietary” or “confidential” or which would, under the circumstances, be
understood by a reasonable person to be proprietary and nonpublic (“Confidential
Information”). The Receiving Party shall retain such Confidential Information in confidence
and shall not disclose it to any third party without the Disclosing Party’s written consent.
Each Party shall use at least the same procedures and degree of care which it uses to protect
its own Confidential Information of like importance, and in no event less than reasonable
care.






	6.2	 	Exceptions. Notwithstanding the foregoing, Confidential Information will not include
information to the extent that such information:






	 	a.	 	was already known by the Receiving Party without an obligation of confidentiality
at the time of disclosure hereunder;




8









 












	 	b.	 	was generally available to the public at the time of its disclosure to the
Receiving Party hereunder;
	 
	 	c.	 	became generally available to the public after its disclosure other than through
an act or omission of the Receiving Party in breach of this Agreement;
	 
	 	d.	 	was subsequently lawfully and independently disclosed to the Receiving Party by a
person other than Disclosing Party;
	 
	 	e.	 	was independently developed by the Receiving Party; or
	 
	 	f.	 	is disclosed pursuant to the order or requirement of a court, administrative
agency, or other governmental body, provided, however, that the Receiving Party shall
provide prompt notice thereof to enable the Disclosing Party to seek a protective order
or otherwise prevent such disclosure.






	7.	 	TERM AND TERMINATION






	7.1	 	Term of the Agreement. The initial term of this Agreement shall be for one (1) year
from the Effective Date. Following the initial term, this Agreement shall continue in force
until such time that either Party gives written notice to the other to terminate the
Agreement. Such notice shall be no less then sixty (60) days prior to proposed termination
date.






	7.2	 	Immediate Termination upon Notice for Change in Control or Substantial Encumbrance.
In the event that the direct or indirect ownership of Micrus International undergoes a change
in control so that Micrus International and Micrus US cease to be Affiliates, or in the event
that a substantial portion of Micrus International’s assets or the conduct of Micrus
International’s business shall be substantially encumbered by extraordinary governmental
action or by operation of law, including bankruptcy or similar proceedings, Micrus US may, at
its option, terminate this Agreement effective immediately upon written notice given to Micrus
International. For purposes of this paragraph, notice shall be effective when sent.






	7.3	 	Termination After Failure to Cure for Failure of Performance. If either Party shall
fail to perform any of its covenants contained in this Agreement or in the License Agreement,
Revolving Loan Agreement, Agreement for Sharing Development Costs, and Supportive Services
Agreement between the Parties with the same effective date, and shall fail to




9









 












	 	 	cure such default within sixty (60) days after receipt of a notice from the other Party, the
Party giving notice shall have the right to terminate this Agreement immediately by giving
written notice to the other Party.






	7.4	 	Return of Documents and Materials. In the event of termination of this Agreement,
Micrus US and Micrus International shall return any Confidential Information in written or
other tangible form belonging to the other Party that may be in its possession. In addition,
any Materials and work-in-process owned by Micrus International but in Micrus US’s possession
when this Agreement is terminated, and any Products in Micrus US’s possession for rework or
repair when this Agreement is terminated shall be promptly returned to Micrus International or
shipped at Micrus International’s direction. The cost of shipping Materials, work-in-process
or Products shall be borne by Micrus International except if the termination was by reason of
Micrus US’s default under Section 7.3, or if Micrus US has terminated this Agreement under
Section 7.1.






	8.	 	LIMITATION OF LIABILITY.





NEITHER PARTY MAKES ANY WARRANTIES BEYOND MAINTAINING THE STANDARDS OF CARE SPECIFICALLY PROVIDED
IN THIS AGREEMENT. ANY LIABILITY FOR DAMAGES RELATING TO A PARTY’S NEGLIGENCE, BREACH OF CONTRACT,
OR IMPLIED WARRANTY OF ANY KIND SHALL BE STRICTLY LIMITED TO RECOVERY OF AMOUNTS PAID UNDER THIS
AGREEMENT.



IN NO EVENT WILL EITHER PARTY, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, HAVE ANY
LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATED
TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF DATA, OR LOSS
OF USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES., SHALL HAVE OTHER
REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES




	9.	 	MISCELLANEOUS






	9.1	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, United States of America, without giving effect to




10









 












	 	 	conflict of laws principles. The Parties hereby expressly consent to the personal
jurisdiction and venue of the courts of California.






	9.2	 	Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or
remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay
by a Party to enforce the provisions of this Agreement or its rights or remedies at any time
will not be construed and will not be deemed to be a waiver of such party’s rights under this
Agreement and will not in any way affect the validity of the whole or any part of this
Agreement or prejudice such Party’s right to take subsequent action.






	9.3	 	Amendments. This Agreement may not be altered or amended except by a written
instrument signed by the authorized legal representatives of both Parties. Any material
modification of this Agreement that results in a transfer of rights to Developed Intangibles
between the Parties shall require fair compensation.






	9.4	 	Successors and Assignees. This Agreement shall be binding upon and inure to the
benefit of any Affiliate that is the successor to substantially all of the assets and
businesses of either Party. Neither Party may otherwise assign this Agreement without the
other Party’s written authorization.






	9.5	 	Severability. If any provision in this Agreement shall be found or be held to be
invalid or unenforceable, then the meaning of said provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and if no feasible interpretation would
save such provision, it shall be severed from the remainder of this Agreement which shall
remain in full force and effect unless the severed provision is essential and material to the
rights or benefits received by any party. In such event, the Parties shall use best efforts
to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which
most nearly affects the Parties’ intent in entering into this Agreement.






	9.6	 	Entire Agreement. This Agreement and the other documents referred to herein, contain
the entire agreement of the Parties with respect to the subject matter of this Agreement and
supersedes all previous communications, representations, understandings and agreements, either
oral or written, between the Parties with respect to the subject matter.






	9.7	 	Relationship Between Parties. The Parties shall at all times and for all purposes be
deemed to be independent contractors and neither Party, nor either Party’s employees,
representatives, subcontractors or agents, shall have the right or power to bind the other
Party. This Agreement shall not itself create or be deemed to create a joint venture,




11









 












	 	 	partnership or similar association between the Parties or either Party’s employees,
subcontractors or agents.






	9.8	 	Counterparts. The Parties may execute this Agreement in multiple counterparts, each
of which constitutes an original as against the Party that signed it, and both of which
together constitute one agreement. The signatures of both Parties need not appear on the same
counterpart. The delivery of signed counterparts by facsimile or email transmission that
includes a copy of the sending Party’s signature is as effective as signing and delivering the
counterpart in person.






	9.9	 	Notices. Any notices required or permitted hereunder shall be given in writing
either (a) through personal delivery by courier with tracking capabilities or otherwise, (b)
by telecopy or other electronic medium, or (c) by deposit in the mail. Any notice given using
means described in (a) or (c) of the preceding sentence shall be sent to the other Party at
the address set forth in the first paragraph of this Agreement or to such other address as the
Party has designated by notice given pursuant to this Agreement. All notices shall be deemed
given or made (x) on the date delivered if delivered personally, by courier or otherwise, (y)
on the date initially received, if delivered by telecopy or other electronic medium, or (z) on
the third business day after it is mailed.





(The remainder of this page has been intentionally left blank)




12









 








     By their signatures, the authorized representatives of the Parties acknowledge the Parties’
acceptance of this Agreement:



	 	 	 	 	 	 	 
	 	 	Micrus Endovascular Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John Kilcoyne
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Printed Name: John Kilcoyne	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Micrus Endovascular SA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Beat Merz
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Printed Name: Beat Merz	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President and Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Francois Requin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Printed Name: Francois Requin	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Administrator	 	 






13









 





EXHIBIT A




SERVICE FEE




In consideration for the services rendered by Micrus US to Micrus SA, pursuant to this Agreement,
Micrus SA shall pay Micrus US a Service Fee equal all reimbursable costs as defined in Section 4.2
of this Agreement, plus a mark-up as follows:



	 	 	 
	 	 	Percentage Mark-up
	Contract Manufacturing Services

	 	[***]
	 
	 	 
	Procurement Services

	 	[***]





***
Confidential Treatment Requested



14