-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JnfYsa+fc7URbR0BpU8uErwAX0W/83r/Q5uej9UaxsoOnLqo0XZ9hGG2h/SQhvZi s0hMf9nf11ryG1TWaebYkQ== 0000950148-00-001142.txt : 20000523 0000950148-00-001142.hdr.sgml : 20000523 ACCESSION NUMBER: 0000950148-00-001142 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINIMED INC CENTRAL INDEX KEY: 0000945801 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 954408171 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-26268 FILM NUMBER: 641075 BUSINESS ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 8183625958 MAIL ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 10-K/A 1 AMENDMENT NO. 1 TO FORM 10-K 1 FORM 10-K/A (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- Amendment No. 1 to annual report pursuant to Section 13 or 15(d) of the Securities Act of 1934 for the fiscal year ended December 31, 1999 COMMISSION FILE NUMBER: 0-26268 MINIMED INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4408171 (STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 12744 SAN FERNANDO ROAD, SYLMAR, CALIFORNIA 91342 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 362-5958 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: TITLE OF EACH CLASS COMMON STOCK, $.01 PAR VALUE PREFERRED STOCK PURCHASE RIGHTS Indicate by check mark whether the registrant (1) has --led all reports required to be --led by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant at March 21, 2000 was $3,094,488,657 (based on closing sale price of $107.50 per share as reported on the Nasdaq National Market). The total number of shares outstanding of the registrant's Common Stock as of March 21, 2000 was 31,671,496. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the following document are incorporated herein by reference: Part III -- The Registrant's Proxy Statement for its 2000 Annual Meeting (the""2000 Proxy"). 2 The undersigned registrant hereby amends Part IV, Item 14(a)3, entitled "Exhibits", of its Annual Report on Form 10-K for fiscal year 1999 to add Exhibit 10.34 to the Exhibits. Part IV, Item 14 is restated in its entirety as follows: PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. FINANCIAL STATEMENTS See index to financial statements under Item 8 for a list of all financial statements filed as part of this report. 2. FINANCIAL STATEMENT SCHEDULES The following financial statement schedules are filed as a part of this Annual Report on Form 10-K: Schedule II -- Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements or notes thereto. 3. EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference: 2.1 Reorganization Agreement among Robert A. Kusher, Craig Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated as of October 19, 1997 (included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed October 20, 1997, which is incorporated herein by reference). 2.2 Amendment to Reorganization Agreement among Robert A. Kusher, Craig Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated as of January 2, 1998 (included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 16, 1998, which is incorporated herein by reference). 2.3 Asset Purchase Agreement dated as of October 8, 1998, by and among Diabetes Support Systems, Inc., MiniMed Distribution Corp. and MiniMed Inc. (included as Exhibit 2.3 to the Company's Annual Report on the Form 10-K for the fiscal year ended January 1, 1999 which is incorporated herein by reference). 3(i).1 Amended and Restated Articles of Incorporation (included as Exhibit 3(i).1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 3(ii).1 Bylaws of MiniMed Inc. (included as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 3(ii).2 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3.3 to the Company's 1996 Annual Report on Form 10-K which is incorporated herein by reference). 3(ii).3 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to the Company's Quarterly Report on Form 10-Q for the period ended October 2, 1998 which is incorporated herein by reference). 3 3(ii).4 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 3(ii).5 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to the Company's Quarterly Report on Form 10-Q for the period ended October 1, 1999 which is incorporated herein by reference). 3(ii).6 Amendment to Bylaws of MiniMed Inc. adopted October 13, 1999. 4.1 Form of Stockholder Rights Agreement (included as Exhibit 3.4 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 4.2 Amendment to Rights Agreement effective as of May 1, 1999 by and between MiniMed Inc. and Harris Trust Company of California (previously filed as Exhibit 4.3 to the Company's Registration Statement on Form S-3, Registration No. 333-80527 on June 11, 1999, and incorporated herein by reference). 10.1 First Amendment to Stock Pledge Agreement made by MiniMed in favor of ING (U.S.) Capital LLC dated as of June 24, 1999 (included as Exhibit 10.1 to the Company's Quarterly Report for the period ended October 1, 1999 which is incorporated herein by reference). 10.2 Ground Sublease by and between North Campus-University Park Development Corporation and First Security Bank, N.A. as Owner Trustee dated as of May 18, 1999 (included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.3 Parent Guaranty dated as of May 18, 1999 from MiniMed Inc. to First Security Bank, N.A. as Trustee (included as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.4 Master Lease between First Security Bank, N.A. as Trustee and MiniMed Development Corp. dated May 18, 1999 (included as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.5 Participation Agreement among MiniMed Development Corp. as Construction Agent and Lessee, MiniMed Inc. and First Security Bank, N.A. as Trustee, et. Al. dated May 18, 1999 (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.6 Revolving Credit Agreement dated as of May 18, 1999, among MiniMed Inc., the Revolving Credit Lenders and ING (U.S.) Capital LLC (included as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.7 Security Agreement dated as of May 18, 1999, among MiniMed Inc., certain subsidiaries of MiniMed Inc. and ING (U.S.) Capital LLC (included as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 4 10.8 Change of Control Agreement dated August 12, 1999 between MiniMed Inc. and Stephen Bowman (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended October 1, 1999 which is incorporated herein by reference). 10.9 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Alfred E. Mann (included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.10 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Terrance H. Gregg (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.11 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Eric S. Kentor (included as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.12 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and David Morley (included as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.13 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Kevin R. Sayer (included as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.14 Third Amended and Restated 1994 Stock Incentive Plan (Incorporated by reference from Exhibit 4.1 to Post Effective Amendment No. 2 to the Company's Registration Statement on Form S-8 filed by the Company on September 16, 1999, registration no. 33-95630). 10.15 MiniMed Inc. 1994 Stock Incentive Plan -- Form of Option. 10.16 MiniMed Inc. 1992 Stock Incentive Plan -- Form of Option (included as Exhibit 4.4 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.17 MiniMed Inc. 1992 Stock Incentive Plan -- Amendment to Form of Option 10.18 MiniMed Technologies Limited Amended and Restated 1992 Option Plan (included as Exhibit 10.17 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.19 MiniMed Inc. Option Agreement -- Assumption of MiniMed Technologies Limited Options (included as Exhibit 10.18 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.20 License Supply and Distribution Agreement between Eli Lilly and Company and MiniMed Inc. dated February 1, 1999 (included as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.21 Amendment to License Supply and Distribution Agreement between Eli Lilly and Company and MiniMed Inc. dated as June 28, 1999 (included as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 5 10.22 License Agreement dated February 13, 1980, as amended December 10, 1990, by and between Applied Physics Laboratory of the Johns Hopkins University, Pacesetter Infusion, Ltd. And MiniMed Technologies Limited (included as Exhibit 10.24 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.23 Development, License and Supply Agreement between Elan Pharmaceutical Technologies, Elan Pharma International Limited and MiniMed Inc. dated June 11, 1999 (included as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.24 License and Manufacturing Agreement between Elan Pharmaceutical Technologies, Elan Pharma International Limited and MiniMed Inc. dated June 11, 1999 (included as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.25 License Agreement dated as of October 1, 1993 by and between MiniMed Inc. and Wilson Greatbatch Ltd. (included as Exhibit 10.25 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.26 Form of Indemnity Agreement between MiniMed Inc. and each of its officers and directors (included as Exhibit 10.27 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.27 MiniMed Inc. Non-Employee Director Deferred Stock Units Plan (included as Exhibit 10.14 to the Company's 1995 Annual Report on Form 10-K which is incorporated herein by reference). 10.28 MiniMed Inc. Employee Stock Purchase Plan (included as Exhibit 10.15 to the Company's 1995 Annual Report on Form 10-K which is incorporated herein by reference). 10.29 Lease dated as of August 1, 1995, as amended by Amendment thereto dated as of July 1, 1996, by and between MiniMed Inc. and Alfred E. Mann (included as Exhibit 10.17 to the Company's 1996 Annual Report on Form 10-K which is incorporated herein by reference). 10.30 Agreement Regarding Implantable Pump Business dated September 1, 1998, by and between Medical Research Group, LLC, a California limited liability company and MiniMed Inc., a Delaware corporation (included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.31 Implantable Pump License and Distribution Agreement dated September 1, 1998, by and between Medical Research Group, LLC, a California limited liability company and MiniMed Inc., a Delaware corporation (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.32 Glucose Sensor Option Agreement dated September 1, 1998, by and between Medical Research Group, LLC, a California limited liability company and MiniMed Inc., a Delaware corporation (included as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 6 10.33 Guarantee of Alfred E. Mann dated September 1, 1998 (included as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.34 Amendment to Implantable Pump License and Distribution Agreement dated June 8, 1999 by and between Medical Research Group, Inc., a Delaware corporation and successor in interest to Medical Research Group, LLC and MiniMed Inc., a Delaware corporation. 21.1 Subsidiaries of the Company. 23.1 Consent of Deloitte & Touche LLP. 27.1 Financial Data Schedule. 7 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Action of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. MINIMED INC. Date: May 22, 2000 By: /s/ ALFRED E. MANN ----------------------------------------- Alfred E. Mann Chairman of the Board and Chief Executive Officer (Principal Executive Officer) 8 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Reorganization Agreement among Robert A. Kusher, Craig Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated as of October 19, 1997 (included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed October 20, 1997, which is incorporated herein by reference). 2.2 Amendment to Reorganization Agreement among Robert A. Kusher, Craig Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated as of January 2, 1998 (included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 16, 1998, which is incorporated herein by reference). 2.3 Asset Purchase Agreement dated as of October 8, 1998, by and among Diabetes Support Systems, Inc., MiniMed Distribution Corp. and MiniMed Inc. (included as Exhibit 2.3 to the Company's Annual Report on the Form 10-K for the fiscal year ended January 1, 1999 which is incorporated herein by reference). 3(i).1 Amended and Restated Articles of Incorporation (included as Exhibit 3(i).1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 3(ii).1 Bylaws of MiniMed Inc. (included as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 3(ii).2 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3.3 to the Company's 1996 Annual Report on Form 10-K which is incorporated herein by reference). 3(ii).3 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to the Company's Quarterly Report on Form 10-Q for the period ended October 2, 1998 which is incorporated herein by reference). 3(ii).4 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 3(ii).5 Amendment to Bylaws of MiniMed Inc. (included as Exhibit 3(ii).1 to the Company's Quarterly Report on Form 10-Q for the period ended October 1, 1999 which is incorporated herein by reference). 3(ii).6 Amendment to Bylaws of MiniMed Inc. adopted October 13, 1999. 4.1 Form of Stockholder Rights Agreement (included as Exhibit 3.4 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 4.2 Amendment to Rights Agreement effective as of May 1, 1999 by and between MiniMed Inc. and Harris Trust Company of California (previously filed as Exhibit 4.3 to the Company's Registration Statement on Form S-3, Registration No. 333-80527 on June 11, 1999, and incorporated herein by reference). 10.1 First Amendment to Stock Pledge Agreement made by MiniMed in favor of ING (U.S.) Capital LLC dated as of June 24, 1999 (included as Exhibit 10.1 to the Company's Quarterly Report for the period ended October 1, 1999 which is incorporated herein by reference). 9 10.2 Ground Sublease by and between North Campus-University Park Development Corporation and First Security Bank, N.A. as Owner Trustee dated as of May 18, 1999 (included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.3 Parent Guaranty dated as of May 18, 1999 from MiniMed Inc. to First Security Bank, N.A. as Trustee (included as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.4 Master Lease between First Security Bank, N.A. as Trustee and MiniMed Development Corp. dated May 18, 1999 (included as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.5 Participation Agreement among MiniMed Development Corp. as Construction Agent and Lessee, MiniMed Inc. and First Security Bank, N.A. as Trustee, et. Al. dated May 18, 1999 (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.6 Revolving Credit Agreement dated as of May 18, 1999, among MiniMed Inc., the Revolving Credit Lenders and ING (U.S.) Capital LLC (included as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.7 Security Agreement dated as of May 18, 1999, among MiniMed Inc., certain subsidiaries of MiniMed Inc. and ING (U.S.) Capital LLC (included as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.8 Change of Control Agreement dated August 12, 1999 between MiniMed Inc. and Stephen Bowman (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended October 1, 1999 which is incorporated herein by reference). 10.9 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Alfred E. Mann (included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.10 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Terrance H. Gregg (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.11 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Eric S. Kentor (included as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.12 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and David Morley (included as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10.13 Change of Control Agreement dated March 1, 1999 between MiniMed Inc. and Kevin R. Sayer (included as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 1999 which is incorporated herein by reference). 10 10.14 Third Amended and Restated 1994 Stock Incentive Plan (Incorporated by reference from Exhibit 4.1 to Post Effective Amendment No. 2 to the Company's Registration Statement on Form S-8 filed by the Company on September 16, 1999, registration no. 33-95630). 10.15 MiniMed Inc. 1994 Stock Incentive Plan -- Form of Option. 10.16 MiniMed Inc. 1992 Stock Incentive Plan -- Form of Option (included as Exhibit 4.4 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.17 MiniMed Inc. 1992 Stock Incentive Plan -- Amendment to Form of Option 10.18 MiniMed Technologies Limited Amended and Restated 1992 Option Plan (included as Exhibit 10.17 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.19 MiniMed Inc. Option Agreement -- Assumption of MiniMed Technologies Limited Options (included as Exhibit 10.18 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.20 License Supply and Distribution Agreement between Eli Lilly and Company and MiniMed Inc. dated February 1, 1999 (included as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.21 Amendment to License Supply and Distribution Agreement between Eli Lilly and Company and MiniMed Inc. dated as June 28, 1999 (included as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.22 License Agreement dated February 13, 1980, as amended December 10, 1990, by and between Applied Physics Laboratory of the Johns Hopkins University, Pacesetter Infusion, Ltd. And MiniMed Technologies Limited (included as Exhibit 10.24 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.23 Development, License and Supply Agreement between Elan Pharmaceutical Technologies, Elan Pharma International Limited and MiniMed Inc. dated June 11, 1999 (included as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.24 License and Manufacturing Agreement between Elan Pharmaceutical Technologies, Elan Pharma International Limited and MiniMed Inc. dated June 11, 1999 (included as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the period ended July 2, 1999 which is incorporated herein by reference). 10.25 License Agreement dated as of October 1, 1993 by and between MiniMed Inc. and Wilson Greatbatch Ltd. (included as Exhibit 10.25 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 11 10.26 Form of Indemnity Agreement between MiniMed Inc. and each of its officers and directors (included as Exhibit 10.27 to the Company's Registration Statement on Form S-1 (file no. 33-92710) which is incorporated herein by reference). 10.27 MiniMed Inc. Non-Employee Director Deferred Stock Units Plan (included as Exhibit 10.14 to the Company's 1995 Annual Report on Form 10-K which is incorporated herein by reference). 10.28 MiniMed Inc. Employee Stock Purchase Plan (included as Exhibit 10.15 to the Company's 1995 Annual Report on Form 10-K which is incorporated herein by reference). 10.29 Lease dated as of August 1, 1995, as amended by Amendment thereto dated as of July 1, 1996, by and between MiniMed Inc. and Alfred E. Mann (included as Exhibit 10.17 to the Company's 1996 Annual Report on Form 10-K which is incorporated herein by reference). 10.30 Agreement Regarding Implantable Pump Business dated September 1, 1998, by and between Medical Research Group, LLC, a California limited liability company and MiniMed Inc., a Delaware corporation (included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.31 Implantable Pump License and Distribution Agreement dated September 1, 1998, by and between Medical Research Group, LLC, a California limited liability company and MiniMed Inc., a Delaware corporation (included as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.32 Glucose Sensor Option Agreement dated September 1, 1998, by and between Medical Research Group, LLC, a California limited liability company and MiniMed Inc., a Delaware corporation (included as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.33 Guarantee of Alfred E. Mann dated September 1, 1998 (included as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q which is incorporated by reference herein). 10.34 Amendment to Implantable Pump License and Distribution Agreement dated June 8, 1999 by and between Medical Research Group, Inc., a Delaware corporation and successor in interest to Medical Research Group, LLC and MiniMed Inc., a Delaware corporation. 21.1 Subsidiaries of the Company. 23.1 Consent of Deloitte & Touche LLP. 27.1 Financial Data Schedule. EX-10.34 2 EXHIBIT 10.34 1 Exhibit 10.34 AMENDMENT TO IMPLANTABLE PUMP LICENSE AND DISTRIBUTION AGREEMENT This AMENDMENT TO IMPLANTABLE PUMP AND LICENSE AGREEMENT (this "Amendment") is made and entered into as of this 8th day of June 1999 by and between MINIMED INC. ("MiniMed"), a Delaware corporation, and Medical Research Group, Inc. ("MRG"), a Delaware corporation and successor in interest to Medical Research Group, LLC, with respect to the following facts: RECITALS A. MiniMed and MRG entered into that certain Implantable Pump License and Distribution Agreement (the "Agreement"), dated as of September 1, 1998. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. B. Pursuant to the Agreement, MRG was to make certain engineering and other improvements to the Pump Technology , and MiniMed was to purchase certain minimum quantities of programmable implantable pump systems from MRG for the period ended December 31, 2001. The parties acknowledge and agree that the amounts and timing of such purchase commitments were in part based upon the expectation that the Enhancement Technology would be completed no later than April 30, 1999. C. MRG has experienced unanticipated delays in the completion of the Enhancement Technology, and the parties therefore wish to modify the dates by which certain purchase commitments of MiniMed must be satisfied. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 7.1 of the Agreement hereby is deleted and replaced in its entirety as follows: "7.1. REQUIRED MINIMUM PURCHASES. MiniMed agrees to purchase the following minimum quantities of programmable implantable pump systems for the periods as specified: Systems Purchased During No. of Systems ------------------------ -------------- 1998 - 2000 1,033 2001 117.5% of the amount of programmable implant- able pump systems purchased during 2000 Notwithstanding the foregoing, to the extent MRG does not make available to MiniMed, on or before January 1, 2000, programmable implantable pump systems containing the Enhancement Technology, then the obligation of MiniMed to purchase the minimum number of such systems for the period 1998 through 2000 shall be deferred on the basis of one day deferral for each day after January 1, 2000 that such systems are not available with the Enhancement Technology." 2. Section 7.2 of the Agreement is hereby amended to add the following at the end thereof: "Notwithstanding the foregoing, to the extent MRG does not make available to MiniMed, on or before January 1, 2000, programmable implantable pump systems containing the Enhancement Technology, then the obligation of MiniMed to purchase the minimum number of such systems in order to preserve its exclusive distribution rights will be modified and extended to the same extent of such delay. 2 For purposes of illustration, if programmable implantable pump systems containing the Enhancement Technology are not made available hereunder by MRG to MiniMed until June 30, 2000, then the Minimum Sales Quota for the period July 1, 2002 through June 30 2003 shall be 10% of external insulin pumps actually sold by MiniMed during 2001." 3. Section 7.5.5 is hereby deleted. 4. Except as expressly set forth and amended herein, the Agreement shall remain in full force and effect. 5. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts of laws. This Amendment may be executed in counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of the day and year first above written. MINIMED INC., a Delaware corporation By: _____________________________ Its.: ___________________________ MEDICAL RESEARCH GROUP, INC., a Delaware corporation By: _____________________________ Its.: ___________________________ -----END PRIVACY-ENHANCED MESSAGE-----