To: musicman who wrote (5391 ) 6/19/1999 10:23:00 AM From: JanyBlueEyes Read Replies (5) | Respond to
8-K Filed YesterdayDatex-Ohmeda, Inc. and its Ohmeda medical division ("DO") pursuant to which the Company appointed DO as the exclusive distributor in the United States of the Company's Colormate(Registered) Tlc BiliTest(Trade Mark) System for noninvasive monitoring of bilirubin infant jaundice in the hospital market, the non-consumer home healthcare market (in which the test is administered solely by a healthcare professional), the pediatrician, office market and clinics within all such markets . negotiation rights for international marketing and distribution of the Company's monitoring system for the potential retail market and consumer home healthcare market where the test is not administered by a healthcare professional , subject to further required regulatory clearances for commericial use......the DO Purchase Price for each of the first two Performance Years shall be equal to the higher of (i) sixty percent (60%) of the Invoice Price for the Products or (ii) the Minimum Transfer Price for each Product set forth on Attachment A hereto.The DO Purchase Price after the first two Performance Years shall be equal to the higher of (i) fifty percent (50%) of the Invoice Price for the Products , or (ii) the Minimum Transfer Price for each Product set forth on Attachment A hereto...Device as described above: The higher of the Minimum Transfer Price or 60% of Invoice Price in Performance Years 1 & 2 or 50% of Invoice Price in Performance Years 3, 4 and 5 of this Agreement, as per the terms of the Agreement. TLc Lensette(Trade Mark) Calibration Standards as described above: The higher of the Minimum Transfer Price or 60% of Invoice Price for Performance Years 1 & 2 or 50% of Invoice Price for Performance Years 3, 4 & 5 of this Agreement , as per the terms of the Agreement. initial term of this Agreement shall begin on the date of this Agreement and shall end on October 7, 2004 (the "Initial Term"), unless earlier terminated in a manner expressly permitted hereunder. Subject to paragraph 1(b) of this Section VI below, in the event that the Annual Minimum Performances are satisfied (including purchasing the required quantities) during each of the applicable Performance Years (subject to paragraph 6(e) of Section III above), Initial Term may be extended at DO's option for an additional term of five (5) years (the "Extended Term"), provided, however, that such Extended Term shall not apply to any Targeted Markets for which DO's rights to exclusively market and distribute the Products have been terminated by CCSI (and as of the end of the Initial Term remains terminated) as a result of DO having failed to satisfy the Cumulative Minimum Targeted Market Performances (subject to paragraph 6(e) of Section III above), for each of the applicable Performance Years......
