CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.28
FIRST AMENDMENT
TO
AGREEMENT BETWEEN GEN-PROBE INCORPORATED
AND KMC SYSTEMS, INC.
This Amendment is made as of September __, 2001 and amends the
Development, License and Supply Agreement for the TIGRIS instrument made between
Gen-Probe Incorporated and KMC Systems, Inc., effective as of October 16, 2000
(the "Agreement").
The parties hereby agree to amend the Agreement as follows:
1. Definitions. Capitalized terms not defined in this Amendment shall have
the meanings set forth in the Agreement.
2. Purpose. The purpose of this Amendment is to recognize and give effect
to changes in circumstances due to the passage of time since the parties
originally began negotiation of the Agreement. The parties signed an interim
agreement as of October 20, 2000 and thereafter began negotiation of a
definitive written agreement. Due to circumstances beyond the control of the
parties, the negotiation of the definitive written agreement extended
significantly longer than originally anticipated. The purpose of this Amendment
is to update the Agreement so that the Project Plan is current in light of
developments since October 20, 2000.
3. Revised Dates. The parties agree that the Project Plan attached hereto
as Exhibit A-1 shall be substituted in place of Exhibit 1 to the Agreement. All
dates set forth in the Agreement prior to the commencement of Production Build
shall be deemed to be modified consistent with the dates set forth in Exhibit
A-1. The revised Project Plan set forth at Exhibit A-1 is made retroactively
effective to October 16, 2000. The parties shall immediately agree upon the
schedule for the Production Build of the first 20 Production Instruments,
consistent with the dates set forth in Exhibit A-1 for the Pilot Build.
4. Effect of Amendment. Except as expressly amended by this First
Amendment, the Agreement shall remain in full force and effect.
KMC SYSTEMS, INC. GEN-PROBE INCORPORATED
By: /s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxx X. Xxxxxxxx
_____________________________ _________________________
Xxxxxxx X. XxXxxxxx Xxxxx X. Xxxxxxxx
President President and
Chief Executive Officer
EXHIBIT A-1
REVISED PROJECT PLAN
[14 Pages of Project Plan Deleted Pursuant to Confidential Treatment Request]
