exv10w18



 





Exhibit 10.18



*** Confidential treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions are designated as
[***]. A complete version of this exhibit has been filed separately with the Securities and
Exchange Commission.




FIRST ADDENDUM TO MASTER

SUPPLY AGREEMENT




     THIS ADDENDUM TO MASTER SUPPLY AGREEMENT (hereinafter, the “Addendum”) is entered into as of
October 3, 2007, (“Effective Date”) by and between Insulet Corporation (“Customer”) and Flextronics
Marketing (L) Ltd (“Flextronics”). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the MSA defined below.



RECITALS




     WHEREAS, Customer and Flextronics entered into that certain Master Supply Agreement, dated as
of January 3, 2007, pursuant to which Customer engaged Flextronics to perform Work (the “MSA”); and



     WHEREAS, Customer now desires to engage Flextronics for additional Work pursuant to the MSA in
connection with the “Omnipod” and Flextronics desires to accept such engagement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set
forth, Customer and Flextronics hereby covenant and agree as follows.



AGREEMENTS




     1. Engagement. In connection with the Omnipod, Customer hereby engages Flextronics to perform
the Work in accordance with, and subject to, the terms and conditions of the MSA. The Omnipod is
hereby added as “Product” under the MSA. The Specifications for such Product are included in
Flextronics’s production document management system and maintained in accordance with the terms of
the MSA and are incorporated herein by reference as Exhibit 2-B. The initial fees are set forth on
the Fee List attached hereto and incorporated herein as Exhibit 3-B.



     2. Pricing. The parties acknowledge and agree that the initial fees set forth on the Fee List
are based upon assumptions provided by Customer including, without limitation, assumptions with
respect to materials costs, manufacturing time and manufacturing costs. If, prior to Flextronics’s
beginning manufacturing of the Omnipod, Flextronics determines that such assumptions are not
accurate, Flextronics shall give Customer written notice to that effect and provide Customer with
updated initial fees (the “Adjustment Notice”). Customer shall then have the option to terminate
this Addendum and cancel all outstanding purchase orders issued for



 









 







the Omnipod (and, for clarity, not the MSA) by providing written notice to such effect to
Flextronics within five (5) business days after receipt of the Adjustment Notice (the “Rejection
Notice”). If Customer fails to provide the Rejection Notice within such five (5) business day
period, then the initial fee list shall be the fees set forth in the Adjustment Notice. If
Customer provides Flextronics with a Rejection Notice as set forth herein, then, notwithstanding
the termination of this Addendum, Customer shall immediately purchase from Flextronics all Product,
Inventory and/or Special Inventory relating to the Omnipod by paying the Affected Inventory Costs.
In addition, Flextronics shall calculate the cost or gain of unwinding any currency hedging
contracts entered into by Flextronics to support an cancelled purchase order(s) relating to the
Omnipod. Should the unwinding result in a loss to Flextronics, Customer agrees to cover such loss
amount for Flextronics immediately upon receipt of an invoice for such amount. Should the
unwinding result in a gain to Flextronics, a credit note will be immediately issued to Customer.
Further, Customer agrees to reimburse Flextronics for (i) the non-recurring expenses set forth on
Exhibit 4-B when Flextronics manufactures [***] units of the Omnipod in any calendar month and (ii)
the non-recurring expenses set forth on Exhibit 5-B when Flextronics manufactures [***] units of
the Omnipod in any calendar month. The terms of Section 5.4 shall apply to amounts due pursuant to
this Section 2.



     3. Counterparts. This Addendum may be executed in counterpart originals for the convenience
of the parties, but each counterpart original shall have the force and effect as if signed by all
parties to this Addendum.



2









 





     IN WITNESS WHEREOF, Customer and Flextronics have executed this Agreement by their duly
authorized representatives as of the Effective Date.



	 	 	 	 	 
	INSULET CORPORATION
	 
	 	 	 	 
	By:

	 	/s/ Carsten Boess
	 	 
	 

	 	 	 	 
	Title:

	 	CFO	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	FLEXTRONICS MARKETING (L) LTD.
	 
	 	 	 	 
	/s/ Manny Marimuthu
	By:

	 	Manny Marimuthu	 	 
	 

	 	 	 	 
	Title:

	 	Director	 	 
	 

	 	 	 	 





3









 





EXHIBIT 2-B




Incorporated by reference





4









 








EXHIBIT 3-B




	 	 	 	 	 	 	 
	FLEXMedical

	 	 	 	 	 	Flextronics
	 

	 	 	 	 	 	8/F Haio Weal Industrial Bldg.,
	 

	 	 	 	 	 	22-28 Tei Chung Road
	 

	 	 	 	 	 	Tsuan Wan, N.T. Hong Kong
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Budgetary Quotation Only
	 
	 	 	 	 	 	 
	Customer Name:

	 	Insulet
	 	 
	Project Name:

	 	POD Assembly
	 	 
	RFQ No.:

	 	0	 
	 
	 	 	 	 	 	 
	Manufacturing Location: Xixiang China
	Date of Quote: 28-

	 	Mar-07
	 	 






[***]




Assumptions:




[***]




5









 








EXHIBIT 4-B




1. Estimated NRE cost for Insulet Meter Assy




[***]




2. Estimated CMM machine for IQC Incoming inspection




[***]




6









 





EXHIBIT 5-B




1. Estimated NRE cost for Insulet Meter Assy




[***]




2. Estimated CMM machine for IQC Incoming inspection




[***]





7