OPTION. THROUGH JUNE 30, 2001, THE
"ESTIMATED END USER PRICE" SHALL BE $2,000. DURING SUBSEQUENT QUARTERS OF THE
AGREEMENT, THE "ESTIMATED END USER PRICE" SHALL BE EQUAL TO THE AVERAGE END USER
PRICE FOR THE MOST RECENT QUARTER THAT SUCH DATA IS AVAILABLE AND CALCULABLE.
(C)
THE DIFFERENCE BETWEEN THE PRELIMINARY
AMOUNT BILLED DURING A QUARTER USING THE ESTIMATED END USER PRICE AND THE ACTUAL
AMOUNT OWED USING THE AVERAGE END USER PRICE SHALL BE CREDITED TO EDWARDS BY PLC
OR PAID BY EDWARDS TO PLC, AS THE CASE MAY BE, WITHIN [**] DAYS OF THE DATE SUCH
AVERAGE END USER PRICE IS DETERMINED. WITH RESPECT TO TMR DISPOSABLE KITS THAT
PLC HAS SOLD PRIOR TO THE DATE OF THIS AGREEMENT TO PLC CUSTOMERS USING THE HL-1
LASER SYSTEM, BUT AS TO WHICH DELIVERY HAS NOT YET BEEN REQUESTED BY THE
APPLICABLE CUSTOMER, UPON SUCH REQUEST FOR DELIVERY PLC SHALL PROVIDE THE
REQUESTED TMR DISPOSABLE KITS TO EDWARDS [**], AND EDWARDS SHALL PROVIDE SUCH
TMR DISPOSABLE KITS TO THE APPLICABLE CUSTOMER [**].
(D)
WITHIN [**] DAYS OF THE END OF EACH CALENDAR
MONTH, EDWARDS SHALL PROVIDE TO PLC A WRITTEN REPORT SHOWING, FOR THE MONTH
IMMEDIATELY PRECEDING THE REPORT, EDWARDS' SALES OF THE PRODUCTS, INCLUDING THE
NAME OF THE CUSTOMER, THE DATE OF THE SHIPMENT, THE PRICE OF THE PRODUCT AND THE
ALLOCATION OF THE PRICE BETWEEN EDWARDS AND PLC. EDWARDS SHALL MAINTAIN FOR AT
LEAST TWO YEARS ITS RECORDS, CONTRACTS AND ACCOUNTS RELATING TO SALES OF THE
PRODUCTS, AND SHALL PERMIT EXAMINATION THEREOF BY AUTHORIZED REPRESENTATIVES OF
PLC AT ALL REASONABLE TIMES.
SECTION 7.2
HL-1 LASER SYSTEMS. EDWARDS SHALL DELIVER TO PLC 100% OF ALL USAGE
PREMIUMS RECEIVED IN CONNECTION WITH THE SALE OF TMR DISPOSABLE KITS FOR USE
WITH, AND SERVICE REVENUE RELATED TO, HL-1 LASER SYSTEMS. EDWARDS SHALL DELIVER
ANY AND ALL MONIES RECEIVED IN CONNECTION WITH THE PURCHASE OF AN HL-1 LASER
SYSTEM TO PLC.
SECTION 7.3
HL-2 LASER SYSTEMS. SUBJECT TO ANY ADJUSTMENT PROVIDED HEREIN,
EDWARDS SHALL PURCHASE THE HL-2 LASER SYSTEMS FROM PLC FOR $[**] PER UNIT, WHICH
AMOUNT
8
INCLUDES WAREHOUSING FEES AT PLC'S FACILITY (THE "HL-2 PURCHASE PRICE"). IN
ADDITION, EDWARDS SHALL PAY PLC [**]% OF THE AMOUNT THE HL-2 LASER SYSTEM END
USER PRICE EXCEEDS THE HL-2 PURCHASE PRICE FOR EACH SUCH HL-2 LASER SYSTEM SOLD.
EDWARDS SHALL RETAIN THE USAGE PREMIUMS IT RECEIVES FROM EACH HL-2 LASER SYSTEM
THAT IS PLACED UNTIL THE AGGREGATE USAGE PREMIUMS RECEIVED WITH RESPECT TO SUCH
HL-2 LASER SYSTEM EQUALS THE [**]. THEREAFTER, EDWARDS SHALL PAY PLC [**]% OF
SUCH USAGE PREMIUMS. PLC AND EDWARDS AGREE TO PERIODICALLY REVIEW IN GOOD FAITH
THE HL-2 LASER PURCHASE PRICE AND TO MAKE ADJUSTMENTS, SUBJECT TO THEIR MUTUAL
AGREEMENT, TO THE HL-2 PURCHASE PRICE DUE TO INFLATION, CHANGE IN PRODUCT COST
AND/OR OTHER MARKET OR COMPETITIVE CONDITIONS. EDWARDS SHALL PAY PLC WITHIN [**]
DAYS OF THE SALE THE AMOUNT SET FORTH IN THE COLUMN TITLED "PROTECTION"
SPECIFIED IN SCHEDULE 7.3 FOR EACH SUCH HL-2 LASER SYSTEM THAT