Amendment to Master License Agreement between SurModics, Inc. and Microvena Corporation
This amendment updates the Master License Agreement between SurModics, Inc. and Microvena Corporation, originally signed on December 29, 1998. It requires SurModics to store specified quantities of certain reagents and chemical compounds off-site for five years, starting ninety days after signing. The quantities are based on Microvena's market estimates and will be reviewed quarterly. SurModics is not liable if raw materials become unavailable from their sole supplier. The amendment limits storage to a maximum of six months' supply, or three months for certain items, and ends storage obligations if related agreement attachments are terminated.
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Exhibit 10.42
AMENDMENT TO THE MASTER LICENSE AGREEMENT
This is an Amendment to the Master License Agreement (Agreement) between SurModics, Inc. (SURMODICS) and Microvena Corporation (MICROVENA), fully executed on December 29, 1998, a copy of which is attached hereto and incorporated herein by reference.
The parties desire to amend certain terms and conditions contained in the Agreement as follows:
The following is added as new Paragraph 26:
26. OFF-SITE STORAGE OF REAGENTS/CHEMICAL COMPOUNDS
During a term of five (5) years beginning ninety (90) days following the date of the last signature below, SURMODICS shall maintain in an off-site storage facility, the following quantities of reagents and chemical compounds, which are estimated to be a three (3) to six (6) month supply, based on market estimates provided by MICROVENA:
ATTACHMENT B1—GUIDE WIRES
| Reagent/Compound Name | Qty. | |
|---|---|---|
| [***] | [***] |
ATTACHMENT B2—DEBRIS COLLECTION SYSTEM
| Reagent/Compound Name | Qty. | |
|---|---|---|
| [***] | [***] |
SURMODICS' obligations with respect to the reagents and chemical compounds named above in connection with each of Attachments B1 and B2 shall terminate upon termination of such respective Attachments.
Notwithstanding the foregoing, SURMODICS provides no guarantee as to the continued long-term availability of [***] and [***], as the raw materials are supplied by a sole source vendor to SURMODICS. Should SURMODICS be unable to procure raw
- [***]
- Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
materials, SURMODICS shall not be obligated to provide or store [***] and [***] off site.
SURMODICS and MICROVENA agree to evaluate on a quarterly basis the above quantities in comparison to actual usage by MICROVENA, and adjust the numbers as mutually agreed upon in writing. In no event will SURMODICS store off-site more than six (6) months inventory of the identified reagents or chemical compounds, based on the most recent quarterly usage figures. Notwithstanding the above, SURMODICS need not store off-site more than three (3) months inventory of [***].
IN WITNESS WHEREOF, the parties hereto execute this Amendment by their duly authorized employees.
| AGREED: | AGREED: | |||||
SurModics, Inc. | Microvena Corporation | |||||
BY: | /s/ Walter H. Diers, Jr. | BY: | /s/ Daniel Bulver | |||
PRINTED NAME: | Walter H. Diers, Jr. | PRINTED NAME: | Daniel Bulver | |||
TITLE: | Vice President | TITLE: | V.P. of Operations | |||
DATE: | 5 July 2000 | DATE: | 6/29/00 | |||
- [***]
- Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
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- Exhibit 10.42
