th rd
  1.
    
    Section 2 of the Agreement shall be replaced by the following:
 2
    
    Definitions2.1
    
    Affiliate shall mean, with respect to either Aspect or
Datascope, any other business entity which, directly or indirectly, controls, is
controlled by, or is under common control with Aspect or Datascope, respectively.
The parties agree and acknowledge that Mindray and its affiliates are Affiliates
of Datascope.2.2
    
    Aspect BIS Sensor means a single use disposable sensor
manufactured by Aspect for use with the Aspect BISx Kit in the OR, ICU, and other
sedation locations that is required to generate Aspects Bispectral Index. These
sensors include the BIS Quatro Sensor, the BIS Bilateral Sensor and the BIS
Pediatric Sensor.2.3
    
    Aspects Bispectral Index or BIS is Aspects
proprietary processed EEG parameter that may be used as an aid in monitoring the
effects of certain anesthetic agents.2.4
    
    Aspect BISx Kit is the Aspect components of the Datascope
BISx System that are developed and manufactured by or for Aspect and licensed/sold
to Datascope under this Agreement including the BISx or BISx4, and the Patient
Interface Cable (PIC).2.5
    
    Aspect Products means Aspect BISx Kit and any other product
that can be ordered by Datascope as listed in Exhibit A (Aspect Products and
Purchase Prices).2.6
    
    BISx is an Aspect device that acquires up to two channels of
EEG and computes BIS and other EEG parameters.2.7
    
    BISx4 is an Aspect device that acquires up to four channels
of EEG and computes BIS and other EEG parameters2.8
    
    Documentation means the BISx Serial Interface Specification.2.9
    
    Monitor Cable is a cable that connects the BISx or BISx4 to
the Datascope Patient Monitor.2.10
    
    Host Cable Connector is the connector that is or will be (as
applicable) integrated into the Monitor Cable for connection to the Datascope
Patient Monitors.
 1/15




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##### 



2.11
    
    Datascope Patient Monitors includes but not limited to
multiparameter patient monitoring systems and anesthesia machines manufactured
and/or sold by Datascope or its Affiliates under the Datascope brands designed for
monitoring patient vital signs in anesthetizing and sedating locations.2.12
    
    Datascope BISx System is the combined Aspect BISx Kit and
Monitor Cable.2.13
    
    Party or Parties shall mean Aspect and Datascope
each individually or jointly.2.14
    
    Software means Aspect software programs in binary code form
that are designed for use with the Aspect BISx Kit.2.15
    
    Mindray means Shenzen Mindray Bio-Medical Electronics Co.,
Ltd.
 2.
    
    Section 4.3 of the Agreement shall be replaced by the following:Distribution of Aspect BIS Sensors
 4.3.1
    
    Sensor DistributionAspect will provide Datascope one (1) starter kit of demonstration sensors
(five (5) sensors per kit as set forth in Exhibit A (Aspect Products and
Purchase prices)), at no charge with each Datascope BISx System purchased.
Datascope will provide this starter kit of five (5) Aspect BIS Sensors at
no charge with each Datascope BISx System sold to the customer purchasing
the corresponding Datascope BISx System.Datascope may [**] of Aspect BIS Sensors (twenty-five (25) sensors per
box, except for Bilateral which is ten (10) sensors per box, as set forth
in Exhibit A) solely in connection with the new sale of each Datascope
BISx System and solely to the customer purchasing the corresponding
Datascope BISx System. Sensors are to be delivered at time of Datascope
BISx System installation.4.3.2
    
    PricesPrices for Aspect BIS Sensors purchased by Datascope hereunder shall be as
set forth in Exhibit A (Aspect Products and Purchase Prices).
 2/15




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##### 



4.3.3
    
    Aspect will ensure that Datascope customers have an outlet
(which may include Aspect or its Affiliates or a third party distributor) from
which to purchase BIS Sensors.  In the event Aspect does not provide such an
alternative BIS Sensor outlet in a country or region, Aspect (or its local
Affiliate) will grant Datascope or the applicable Datascope local Affiliate
non-exclusive distribution rights for BIS Sensors to Datascope customers in
such country or region with terms, conditions and pricing consistent with
those of similar distributors in other countries or regions offering the same
level of marketing, customer, and technical support as the local Datascope
Affiliate is prepared to offer.  Aspect shall have the right to terminate any
such agreement upon three (3) months notice once Aspect has established an
alternative BIS Sensor outlet for such country or
region. Aspect will provide regular updates to Datascope regarding the
progress toward the establishment of alternative BIS Sensor outlets.4.3.4
    
    If any sales by Datascope or its Affiliates, distributors or
sub-distributors of BIS Sensors are made to any customer in contravention of
Section 4.3.1, Datascope will cease such sales and Datascope will
retroactively pay Aspect an [**] for every BIS Sensor previously sold to
customers in contravention of Section 4.3.1. In addition, Datascope shall
reimburse Aspect for the cost of any audit that confirmed the existence of any
such sales.
 3.
    
    Section 6.1 Commissions on Sales of Aspect BIS Sensors is deleted4.
    
    Section 7.6 Competitive Products and Volume Price Discounts  is added:Competitive Products and Volume Price DiscountsIf Datascope or its Affiliates offer a directly competitive product to the Aspect
BISx Kit (any parameter that utilizes EEG to measure the hypnotic effect of
anesthesia) the volume discounts shown in Exhibit A [**].5.
    
    The following is added to the end of Section 10 of the Agreement:In the event that a new Datascope BISx System (not repaired or refurbished product)
is rejected by Datascope, and Aspect replaces the product as remedy, the
replacement product shall be a new Datascope BISx System, not refurbished.In the event that Datascope rejects a service exchange Datascope BISx System, and
Datascope provides written notice to Aspect of the rejection within [**] days of
the date of receipt, Aspect shall in good faith, promptly upon receipt of written
notification, and in lieu of return receipt of the rejected service exchange
Datascope BISx System, send to Datascope a replacement service exchange Datascope
BISx System. Should Aspects subsequent examination and testing of the rejected
service exchange Datascope BISx System disclose that there was no defect covered by
the warranty set forth in Section 10, Aspect shall so advise Datascope and Aspect
may dispose of or otherwise handle the returned service
 3/15




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##### 



exchange Datascope BISx
System at Aspects discretion, and Datascope shall reimburse Aspect for
transportation and insurance costs.
 4/15




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##### 



6.
    
    Section 11.1 of the Agreement shall be replaced by the following:GeneralAspect warrants solely to Datascope that Aspect Products (including Software)
delivered hereunder shall perform substantially in accordance with the
specifications in Exhibit B (Datascopes BISx System) and shall be free from
defects in materials and workmanship, when given normal, proper and intended usage,
for [**] months from the date of shipment by Aspect to Datascope. This warranty
shall not apply to expendable components and supply items, such as, but not limited
to, cables (except for failures occurring within [**] days of receipt of shipment
by Datascope), or disposable items such as an Aspect BIS Sensor after the
expiration date marked on the Aspect BIS Sensor packaging. Aspect shall not have
any obligation under this Agreement to make repairs or replacements which are
required by normal wear and tear, or which result, in whole or in part, from
catastrophe, fault or negligence of Datascope or Affiliate, or anyone claiming
through or on behalf of Datascope, or from improper or unauthorized use of Aspect
Products, or use of Aspect Products in a manner for which they were not designed,
or by causes external to Aspect Products such as, but not limited to, power or air
conditioning failure.7.
    
    Section 11.2 of the Agreement shall be replaced by the following:Warranty ProceduresDatascope shall notify Aspect of any Aspect products which it believes to be
defective during the applicable warranty period and which are covered by the
warranties set forth in Section 11.1. At Aspects option, such Aspect Products
shall be returned by Datascope to Aspects designated facility for examination and
testing, or may be repaired on site by Aspect. Aspect shall either repair or
replace, within [**] of receipt by Aspect, any such Aspect Product found to be
defective and return these Aspect Products to Datascope. Transportation and
insurance costs shall be borne by Aspect. Should, Aspects examination and
testing disclose that there was no defect covered by the foregoing warranty, Aspect
shall so advise Datascope and dispose of or return the Aspect Product in accordance
with Datascopes instructions and at Datascopes expense, and Datascope shall
reimburse Aspect for transportation and insurance costs.8.
    
    Section 12.2 of the Agreement shall be replaced by the following:Service TrainingAspect agrees to provide initial service training, [**] to Datascope, to a mutually
agreed upon number of Datascope service representatives prior to the market release
of the BISx SystemsIf there are Aspect Product changes that materially affect form, fit, or function,
as described in Section 15, and based on the mutual understanding of the necessity
of the training, Aspect shall provide [**] training to a mutually agreed upon
number of Datascope personnel, at a mutually agreed upon schedule, [**] to
Datascope.
 5/15




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##### 



9.
    
    Section 14.7 of the Agreement shall be replaced by the followingRecallIn the event that a corrective action (including notifications or recalls) is
initiated with respect to any Aspect Product, and such action (i) is required to
comply with applicable laws or regulations, (ii) is initiated by Aspect in its
discretion for a reasonable business purpose or for safety reasons or (iii) is the
result of the failure of Aspect Products to conform in all material respects to the
applicable standards, Aspect shall be responsible for the repair or replacement of
the Aspect Products without cost to Datascope. Aspect agrees to consult with
Datascope to establish a reasonable process for managing the corrective action and
Aspect shall be responsible for all reasonable out-of-pocket expenditures incurred
by Datascope if Aspect fails to take corrective action. In the event that Aspect
or Datascope is required to take such action to comply with applicable laws or
regulations or such action is reasonably necessary for safety and efficacy reasons
or for the failure of the Aspects Products to comply with specifications (other
than minor deviations from specifications) and fails to do so within 10 days of
being notified of the need for such action, Datascope shall have the right to take
such action and Aspect shall reimburse Datascope for all reasonable out-of-pocket
expenditures incurred in connection with such action by Datascope. If it is
determined by an arbitrator that such action was not necessary for safety reasons
or for the failure of Aspect Products to comply with specifications (other than a
minor deviation from such specifications), Datascope will return to Aspect any
amounts previously paid to Datascope by Aspect in connection with such action.Any corrective action will be at Datascopes expense if clearly caused by the
Datascope Patient Monitor. Datascope will reimburse Aspect for Aspects documented
cost directly resulting from such corrective actions within sixty (60) days of
completion of the corrective action.Datascope and Aspect will share the cost if both Parties products contribute to
the cause, proportionate to the extent of each Partys respective degree of cause
as mutually agreed. Aspect and Datascope will negotiate in good faith a reasonable
settlement of the issue. If after twenty (20) business days, the Parties in good
faith fail to agree the issue will be escalated for resolution in accordance with
Section 22.10.
    
    Section 22.1 of the Agreement shall be replaced by the followingTerm and RenewalThe initial term of this Agreement shall commence on the date first set forth above
and shall continue for an initial period until October 25, 2009. The term of this
Agreement shall thereafter be renewed automatically for successive twelve (12)
month periods, unless either Party provides written notice of termination to the
other Party at least ninety (90) days prior to expiration of the Agreement.11.
    
    Exhibits of the Agreement shall be replaced as follows:
 a)
    
    Exhibit A: Aspect Products and Purchase Prices is replaced
by the attached Exhibit A: Aspect Products and Purchase Prices.
 6/15




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##### 



b)
    
    Exhibit B: Specifications: Datascope BISx System is
replaced by the attached Exhibit B: Specification: Datascope BISx System.c)
    
    Exhibit C: Contact Persons / Addresses is replaced by the
attached Exhibit C: Contact Persons / Addresses.d)
    
    Exhibit D: Aspect and Datascope Trademarks is replaced by
the attached Exhibit D: Aspect and Datascope Trademarks.
   Aspect Medical Systems, Inc.
    
    Mindray DS USA, Inc.By:
    
    /s/ J. Neal Armstrong
    
    By:
    
    /s/ Tim FitzpatrickDate:
    
    11-5-09
    
    Date:
    
    2 November 2009Name:
    
    Neal Armstrong
    
    Name:
    
    Tim FitzpatrickTitle:
    
    Chief Financial Officer
    
    Title:
    
    Corporate Secretary
 7/15




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##### 



EXHIBIT A
 ASPECT PRODUCTS AND PURCHASE PRICES
 A) Datascope BISx System:
 Aspect
    
    Datascope
    
    
    
    
    
    Unit ofPart Number
    
    Part Number
    
    Product Description
    
    Measure
    
    List Price186-0195-DS
    

    0992-00-0236-01
    
    
    BISx Kit  (Datascope)
    
    1 each
    

    [**]186-0224-DS
()
    

    TBD
    
    
    BISx4 Kit  (Datascope)
    
    1 each
    

    [**]
 
 ()
    
    Estimated price, assumes a standard Datascope monitor cable and host cable connector.
Customization of monitor cable or host cable connector may increase costs. BISx4 Kit development
costs will be determined by the terms and conditions of Section 7 the Agreement. B) Volume Discounts
 Total Price for
    
    Total Price forCumulative Annual Total
    
    
    
    
    
    
    
    
    
    Price for
    
    Datascope BISx
    
    Datascope BISx4Volume (in units) 
    
    Price for
    
    Price for
    
    Monitor
    
    System
    
    System(Calendar Year)
    
    BISx Kit
    
    BISx4 Kit
    
    Cable
    
    186-0195-DS
    
    186-0224-DS()[**]
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**][**]
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**][**]
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
    
    
    
    [**]
 
 ()
    
    Estimated price, assumes a standard Datascope monitor cable and host cable connector.
Customization of monitor cable or host cable connector may increase costs. BISx4 Kit development
costs will be determined by the terms and conditions of Section 7 the Agreement.
    
    Total calculation includes all Datascope BISx System types purchased by Datascope under this
Agreement (186-0195-DS and BISx4 Kits), as well as [**]. Cumulative means the combination of
volume of Mindray and [**].  Pricing from the Amendment Effective Date through [**] will be at the
[**] level. Pricing for subsequent years will be as defined in section E of this Exhibit A. C) BIS DISPOSABLE SENSORS
 Aspect
    
    Datascope
    
    
    
    
    
    Unit of
    
    DatascopePart Number
    
    Part Number
    
    Product Description
    
    Measure
    
    Price186-0106*
    

    0600-00-0132-01
    
    
    BIS Quatro Sensor
    
    Box of 25
    

    [**]186-0200*
    

    0600-00-0132-03
    
    
    BIS Pediatric Sensor
    
    Box of 25
    

    [**]186-0160*
    

    0600-00-0132-02
    
    
    BIS Extend Sensor
    
    Box of 25
    

    [**]186-0212*
    

    TBD
    
    BIS Bilateral Sensor
    
    Box of 10
    

    [**]
 
 *
    
    Datascope may distribute [**] of sensors (1 box = 25 sensors, except for Bilateral where 1 box =
10 sensors) bundled with the sale of the Datascope BISx System, as set forth in Section 4.3.  Aspect
    
    Datascope
    
    
    
    Unit of
    
    DatascopePart Number
    
    Part Number
    
    Product Description
    
    Measure
    
    Price186-0150-DS**
    
    0020-00-0491-01
    
    BIS Quatro Starter Kit
    
    Box of 5
    
    [**]186-0206-DS**
    
    0020-00-0491-03
    
    BIS Pediatric Starter Kit
    
    Box of 5
    
    [**]
 
 **
    
    Demonstration sensors cannot be resold 8/15




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##### 



D) SPARE PARTS/ACCESSORY PRICES
 Datascope
    
    Orderable
    
    Unit of
    
    Aspect
    
    DatascopeAspect Part #
    
    Part Number
    
    Parts/Products
    
    Measure
    
    List Price
    
    Price186-0142-DS
    
    0012-00-1666-01
    
    DS PIC+ Cable
(replacement)
    
    1 each
    
    $
    125.00
    
    
    [**]186-0201-DS
    
    0012-00-1665-01
    
    Datascope Host Cable
(Replacement)
    
    1 each
    
    
    
    
    
    [**]186-1018-DS
    
    TBD
    
    DS PIC4 Cable
(replacement)
    
    1 each
    
    $
    200.00
    
    
    [**]186-0143-DS
    
    0454-00-0060
    
    DS 2ch & 4ch Sensor
Simulator
    
    1 each
    
    $
    30.00
    
    
    [**]
 Aspect Part
    
    Datascope
    
    Orderable
    
    Unit of
    
    Aspect
    
    DatascopeNumber
    
    Part Number
    
    Parts/Products
    
    Measure
    
    List Price
    
    Price186-0199-DS ()
    
    0992-UC-0236-01
    
    Datascope BISx Kit
(service exchange)
    
    1 each
    
    $
    1,500.00
    
    
    [**]186-1030-DS ()()
    
    TBD
    
    Datascope BISx4 Kit
(service exchange)
    
    1 each
    
    $
    2,300.00
    
    
    [**]
 
 ()
    
    Estimated price, assumes a standard Datascope monitor cable and host cable connector.
Customization of monitor cable or host cable connector may increase costs. BISx4 Kit development
costs will be determined by the terms and conditions of Section 7 the Agreement.()
    
    Service exchange items may be refurbished product. Service exchange items can only be
ordered in qty equal to Return Material Authorization Numbers (RMA#s) issued by Aspect.
See Section 11.2 of the Agreement for details on Warranty procedures. Units exchanged under
warranty may be replaced with a comparable refurbished product and carry a Repair Warranty as
outlined in Section 11.3 of the Agreement. E) CALCULATION OF VOLUME DISCOUNT:
    F) CURRENCY
  9/15




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EXHIBIT B
SPECIFICATIONS: DATASCOPE BISx SYSTEM
 
 PRODUCT DESCRIPTION
    10/15




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PRELIMINARY TECHNICAL SPECIFICATIONS
(Unless otherwise noted specifications apply to both the BISx and BISx4)
 Physical Specifications
 BISx Kit
 BISx Integral Cables
 11/15




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##### 



BISx4 Kit
 
 BISx4 Integral Cables
 Safety Specifications
 
    
    The BISx and BISx4 comply with the essential requirements of the Medical Device
Directive 93/42/EEC, as well as IEC 60601-1 and IEC 60601-2-26.
    
    They are both Type BF applied parts. Both the BISx and BISx4 have internal
optical coupling and an isolation transformer for patient isolation.
    
    Both are protected against damage from defibrillation as long as the sensor is
not located between the defibrillator pads and is resistant to artifact from
electrosurgery.
    
    United States federal law restricts these devices to sale by or on the order
of a physician.
    
    BISx, BISx4, and cables are latex free.
 Environmental Specifications
 Liquid Ingress IPX4
Temperature
 Humidity
 
 Pressure
 
 Performance Specifications
 Measurement Ranges
 Noise (EEG Waveform)  BIS Numeric Update Frequency  EEG Bandwidth  Patient Leakage
 12/15




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EXHIBIT C
CONTACT PERSONS/ADDRESSES
 Contact Persons and Responsibilities at Aspect:
 Person
    
    Title
    
    Responsibility
    
    EmailJoan Rubin
    
    Sr. Director,
    
    Contract
    
    jrubin@aspectms.comBusinessDevelopmentSteve Mesrobian
    
    Director, OEM
    
    Project Manager
    
    smesrobian@aspectms.comEngineeringChristine Vozella
    
    Senior Director,
    
    Quality and
    
    cvozella@aspectms.comRA/QA
    
    Regulatory MattersJames Charest
    
    OEM Engineer Manager
    
    Technical Design
    
    jcharest@aspectms.comIssues
 Mailing Address:
    
    Aspect Medical Systems, Inc.One Upland RoadNorwood, MA 02062
 Contact Persons and Responsibilities at Datascope:
 Person
    
    Title
    
    Responsibility
    
    Contact InformationRichard Cipolli
    
    Engineering Manager
    
    Project Manager,
    
    E-mail:Spectrum O.R.
    
    richard_cipolli@datascope.comTel: 1-201-995-8024Fax: 1-201-995-8654Bonita Lisnay
    
    Purchasing
    
    Purchasing
    
    E-mail:Supervisor
    
    
    
    bonita_lisnay@datascope.comTel: 1-201-995-8374Fax: 1-201-995-8001Chuck Webster
    
    Director of
    
    Marketing
    
    E-mail:Marketing & Sales
    
    
    
    chuck_webster@datascope.comSolutions
    
    
    
    Tel: 1-201-995-8207Fax: 1-201-995-8612Kathleen Kramer
    
    Supervisor,
    
    Regulatory
    
    E-mail:Clinical and
    
    
    
    kathleen_kramer@datascope.comRegulatory Affairs
    
    
    
    Tel: 1-201-995-8169
Fax: 1-201-995-8605
 Address:
    

    Mindray DS USA, Inc.800 MacArthur BlvdMahwah, NJ  07430
 13/15




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##### 



EXHIBIT D
ASPECT AND DATASCOPE TRADEMARKS
 Aspect Trademarks
    
    ReferenceAspect ®
    
    Aspect is a registered trademark of Aspect Medical Systems, IncA-2000 TM
    
    A-2000 is a trademark of Aspect Medical
Systems, Inc.Bispectral Index ®
    
    Bispectral is a registered trademark of Aspect Medical Systems, Inc.BIS ®
    
    BIS is a registered trademark of Aspect Medical Systems, Inc.(BIS LOGO)
    
    BIS logo is a registered trademark of
Aspect Medical Systems, Inc.BISx 
    
    BISx is a trademark of Aspect Medical Systems, Inc.BIS Ready
    
    BIS Ready is a trademark of Aspect Medical Systems, Inc.BIS VISTA 
    
    BIS VISTA is a trademark of Aspect Medical Systems, Inc.(BIS LOGO)
    
    BISx logo is a trademark of Aspect Medical Systems, Inc.(BIS LOGO)
    
    BIS Ready logo is a registered trademark of
Aspect Medical Systems, Inc.
 14/15




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##### 



Datascope Trademarks
    
    Reference(DATASCOPE LOGO)
    
    Datascope logo is a U.S. registered trademark of
Datascope Corp.Datascope®
    
    Datascope® is a U.S. registered trademark of
Datascope Corp.Navigator
    
    Navigator is a U.S. trademark of Datascope Corp.Panorama
    
    Panorama is a U.S. trademark of Datascope Corp.Spectrum
    
    Spectrum is a U.S. trademark of Datascope Corp.View 12
    
    View 12 is a U.S. trademark of Datascope Corp.Passport 2®
    
    Passport 2® is a U.S. registered trademark of Datascope Corp.Auto-Set
    
    Auto-Set is a U.S. trademark of Datascope Corp.Rescale Waves
    
    Rescale Waves is a U.S. trademark of Datascope Corp.SmartScreen
    
    SmartScreen is a U.S. trademark of Datascope Corp.
  15/15