The confidential portions of this exhibit, which have been removed and replaced with an asterisk,
have been omitted and filed separately with the Securities and Exchange Commission pursuant to
a request for confidential treatment under Rule 406 and Rule 24b-2.
This agreement (the "Amendment") is made as of the 6 th day of December, 2002 by and
between EVANS CAPACITOR COMPANY ("ECC") and WILSON GREATBATCH
LTD. ("WGL") .
In consideration of the mutual promises contained herein and for other good and valuable
consideration, the receipt of which is hereby acknowledged, ECC and WGL agree as follows:
1. Reference is made to a License Agreement effective August 8, 1996 by and
between ECC and WGL (the "Original Agreement") and to a First Amendment to License
Agreement dated as of December 29, 1999 (the "First Amendment"). As used herein,
2. ECC and WGL acknowledge that they have mutually agreed not to continue the
purchased rights arrangement for royalties that was provided for in the First Amendment after
the expiration of the Period (i.e., after December 31, 2002). ECC and WGL further agree that
WGL shall pay ECC a sum (the "Make Up Sum") equal to the Original Royalties for the Period
reduced by $800,000, in accordance with the following schedule:
WGL shall provide ECC, contemporaneously with the payment due on February 3, 2002, a
written report showing its Net Sales for the Period and its calculation of the Original Royalties
and Make Up Sum, taking into account WGL's actual fourth quarter 2002 sales of Licensed
3. Paragraph 1.g. of the Agreement is hereby amended to read in its entirety as
"8. Licensed Year" shall mean each calendar year."
4. Paragraph 3.a. of the Agreement is hereby (a) amended to delete the text of
paragraph 3.a. that was provided for in the First Amendment and (b)