EXHIBIT 10.3
CONFIDENTIAL TREATMENT REQUESTED
[LETTERHEAD OF MARQUETTE MEDICAL SYSTEMS APPEARS HERE]
ADDENDUM
This Addendum (the "Addendum"), made and entered into as of the 14th day, of
September 1998, is additive to the Distribution And License Agreement
("Agreement") dated January 23rd, 1997 by and between Data Critical Corp.
("DCC") a Delaware corporation, and Marquette Medical Systems ("Marquette"), a
Wisconsin corporation. It also updates the Letter Agreement (the "Letter") dated
October 13, 1997 between ▇▇▇▇ ▇▇▇▇▇▇ and Marquette.
WHEREAS, Marquette and DCC desire to continue their business relationship
outlined in the Agreement and Letter related to the distribution of certain
products of DCC;
NOW, THEREFORE, in consideration of the premises, the parties agree to the
following:
1. ▇▇▇▇▇▇.▇▇(TM)
1.1 Specifications for ▇▇▇▇▇▇.▇▇ Version 2.0 Software. See Attachment A.
1.2 Pricing for ▇▇▇▇▇▇.▇▇. See Attachment B. There is no longer special
pricing for Columbia/HCA customers.
1.3 Purchase Orders. Marquette will place such Purchase Orders as needed to
fulfill customer demand for ▇▇▇▇▇▇.▇▇. Once a P.O. that includes ▇▇▇▇▇▇.▇▇
is booked at Marquette, a corresponding P.O. to DCC will be sent within 10
working days.
1.4 Distribution Requirements to Maintain Exclusivity.
a) Marquette agrees to promote and endorse the ▇▇▇▇▇▇.▇▇ with all
telemetry sales. The ▇▇▇▇▇▇.▇▇ will be included as an option or as a
direct line item for all telemetry system quotations.
b) Marquette agrees to quarterly sales targets, as specified in Section
1.5, of a minimum number of ▇▇▇▇▇▇.▇▇ systems from DCC. If Marquette does
not purchase the minimum number of systems in any quarter, DCC may, at its
sole discretion, immediately cancel the exclusivity provided Marquette as
defined in Section 1.8 below. Credit for systems that exceed the minimum
requirements for any quarter can be carried forward into the next quarter.
The average purchase price shall be equal to or greater than [*] per
system.
[*] Confidential treatment requested
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1.5 Minimum Quarterly ▇▇▇▇▇▇.▇▇ Systems Sales Targets. For Q4'98, commencing
October 1, 1998, the minimum number shall be [*] systems per quarter. For
Q1'99, the minimum shall be [*] systems per quarter. For Q2'99, the minimum
shall be [*] systems per quarter. For Q3'99, the minimum shall be [*]
systems per quarter. For Q4'99, the minimum: shall be [*] systems per
quarter.
1.6 Monthly Listing of Telemetry Quotations. For as long as DCC provides
exclusivity as specified in Section 1.8, Marquette will, on a monthly basis,
forward a list of all customers that received Telemetry/▇▇▇▇▇▇.▇▇ quotations
in the U.S.
1.7 Regulatory. Marquette assumes responsibility to obtain, as promptly as
reasonably possible, FDA clearance for a 510k submission and Canadian
medical device clearance. All regulatory testing and compliance testing
necessary will be performed by Marquette. DCC will make documentation on
Version 2.0 available to Marquette as needed to aid in regulatory approvals.
DCC shall be solely responsible for identifying, and obtaining, at its sole
cost and expense, all necessary frequency broadcast clearances from the
United States Federal Communications Commission (FCC) which are required for
the development, manufacture, or sale of the DCC products in the United
States. DCC and Marquette will work together on a best-effort basis to
establish a plan that will provide all necessary frequency broadcast
clearances from the Industry Canada regulatory agency which are required for
the development, manufacture, or sale of the DCC products in Canada.
1.8 Exclusivity for ▇▇▇▇▇▇.▇▇ Version 2.0 Software. DCC will not offer for
sale the Marquette-specific feature of Version 2.0 software (i.e. APEX-
initiated waveform paging only) to any other manufacturer during the Term of
this Agreement unless Marquette violates the Distribution Requirements or is
in default/breach of any portion of the Agreement, Addendum or Letter.
1.9 Software Upgrade for Existing Customers. Marquette shall have the right
to upgrade software at existing customers at no charge from DCC. DCC will
provide, at its Redmond facility, one training session for Marquette Service
on the proper procedure to upgrade both the Software and Receiver software.
Any additional work required of DCC to complete desired software upgrades
shall be provided to Marquette at a negotiated rate. Marquette shall be
responsible for the purchase of all specialized equipment (such as cables,
electrostatic mats, etc.) needed to properly complete the software upgrade.
[*] Confidential treatment requested.
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2. Notices
2.1 Notices. Any notice required or permitted to be given to another party
hereto shall be given by sending such notice by registered mail or certified
mail, postage prepaid, to the address set forth below, or to such other
address as that party may designate by like notice:
If to DCC: Data Critical Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇, VP & General Manager
If to Marquette: Marquette Medical Systems, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ Close, Sr. Vice President
In Witness Whereof, the parties hereto have executed and delivered this Addendum
by their duly authorized officers on the date specified above:
DCC: Data Critical Corp.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, VP & General Manager
MARQUETTE: Marquette Medical Systems, Inc.
By: /s/ ▇▇▇▇ Close
-----------------------------------
▇▇▇▇ Close, Sr. Vice President
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