EXHIBIT 10.7
XXXXXXX RIVER LABORATORTIES, INC.
Merck Primate Supply Agreement
This PRIMATE SUPPLY AGREEMENT, by and between Merck & Co., Inc., a
New Jersey corporation with its principal offices at Xxx Xxxxx Xxxxx,
Xxxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000-0000 ("Customer"), and Xxxxxxx River
Laboratories, Inc., 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
("Xxxxxxx River"), is made this 30th day of September, 1994.
WHEREAS, Customer desires to obtain colony-reared rhesus primates for
its operations and to acquire an option to purchase such primates under the
terms and conditions of this Agreement; and
WHEREAS, Xxxxxxx River is willing to supply such primates to Customer
and to grant a purchase option to Customer, subject to the terms and
conditions specified below.
Now, therefore, intending to be legally bound, Customer and Xxxxxxx
River hereby agree as follows;
1. Supply Commitment; Breeding and Resales.
(a) Xxxxxxx River will make available for purchase annually by
Customer the number of specific pathogen free, colony raised Macaca mulatta or
rhesus primates set forth on Schedule I-A hereto (the "Bred Primates"). Any
and all production in excess of the numbers set forth in Schedule I-A shall be
the sole property of Xxxxxxx River and shall be freely saleable by Xxxxxxx
River to third parties. Such Bred Primates will be sourced from Xxxxxxx River's
breeding colonies located in the State of Florida (collectively, the
"Colonies"), including those at Key Xxxx, Raccoon Key and the Xxxxxxxxxx
Foundation. The Bred Primates will be made available for delivery to Customer
in accordance with a shipment schedule to be established quarterly by mutual
agreement of the parties.
(b) Customer may not resell or otherwise transfer to third
parties (other than its affiliates, being corporations in which Customer owns
at least a 51% equity interest) any Bred Primates it purchases from Xxxxxxx
River under this Agreement, except that it may transfer those Bred Primates
which Customer purchases and takes actual possession of but does not require
for its then existing research and testing needs pursuant to the "take or pay"
commitment set forth in paragraph 2 and the inventory purchase option set
forth in paragraph 6.
2. Purchase Commitment
(a) Customer hereby guarantees to purchase annually 100% of the
Bred Primates made available for sale by Xxxxxxx River, as set forth on
Schedule I-A (in each case, the "Guaranteed Amount"). To the extent the number
of Bred Primates made available to Customer is less than the Guaranteed
Amount, then Customer shall be required to purchase only the actual available
amount. In no event will Customer have the right to cancel all or any part
of a given year's guaranteed purchase commitment.
(b) In the event that Customer does not accept delivery of Bred
Primates in accordance with any mutually agreed upon delivery schedule,
Customer shall nonetheless be deemed to take risk of loss of all Bred primates
included in such delivery on the scheduled delivery date. Notwithstanding the
foregoing, all liability associated with said Bred Primates shall remain with
Xxxxxxx River until delivery of the Bred Primates to Customer, F.O.B.
Customer's designated facility. Bred primates for which Customer takes risk of
loss but not actual possession shall be physically segregated by Xxxxxxx
River, such that each Bred Primate owned by Customer may be specifically
identified as such. Risk of loss shall not vest in Customer as set forth in
this paragraph in the event that Customer is unable to accept any delivery due
to any force majeure.
(c) To the extent that Customer fails to take delivery of the
Guaranteed Amount during the applicable calendar year, after consultation with
Customer, Xxxxxxx River shall use commercially reasonable efforts to sell to
third-party customers the number of Bred Primates constituting the shortfall,
at prices to be determined by Xxxxxxx River (following discussion with
Customer), and to credit 100% of the proceeds of such sales (net of reasonable
direct selling expenses) to Customer's account. Xxxxxxx River's commitment to
sell Customers Bred Primates shall arise only after Xxxxxxx River has sold all
of its excess production not committed to Customer. Except as specifically set
forth above, in no event shall Customer be released from its annual commitment
to pay Xxxxxxx River for the Guaranteed Amount,
(d) Any Bred Primates not shipped to Customer in accordance
with the quarterly shipment schedule shall be subject to monthly per diem
maintenance payments until such time as said Bred Primates are shipped to
Customer. The per them rates shall be as set forth in Schedule 1-B.
3. Specifications. Schedule I hereto sets forth the number of Bred
Primates, which shall be 50% male and 50% female, to be supplied by Xxxxxxx
River to Customer and comprising the Guaranteed Amount for each of the
calendar years indicated. Unless otherwise requested by Customer and agreed to
by Xxxxxxx River, all the Bred Primates supplied hereunder will be of body
weight 2.0 to 2.9 kilograms for both males and females, and will meet the
health specifications set forth in Schedule II. Xxxxxxx River
2
shall exercise reasonable diligence in maintaining and expanding the Colony to
meet the quantities specified on Schedule I and the health status specified on
Schedule II.
4. Prices. Xxxxxxx River will issue a quarterly written statement to
Customer for each Bred Primate at the time of shipment at the annual per-unit
prices specified on Schedule III within the desired weight range. An invoice
for shipping costs (including costs for crates, delivery and any excess per
diems) will be separately provided to Customer with each shipment. In no event
will per-unit prices charged to Customer for Bred Primates exceed the
then-current (i.e., in the same calendar year) price paid by other customers
purchasing primates sourced from the Colonies at the same male-to-female ratio
and within the desired (2.0 kg. - 2.9 kg.) weight range.
5. Funding of Extraordinary Colony Relocation Costs.
(a) Xxxxxxx River has advised Customer that it intends to
transfer Bred Primates to a land-based colony established at the Xxxxxxxxxx
Foundation ("MF") during the course of this Agreement, and Customer has agreed
to Xxxxxxx River's designation of MF as the primary site for Xxxxxxx River's
land-based colony of Bred Primates. For this purpose, the parties agree that
MF is a third party beneficiary of this Agreement. To the extent that Customer
reasonably requests Xxxxxxx River to relocate Bred Primates to the MF colony
at a faster rate than currently proposed (i.e., at a rate which accelerates
Xxxxxxx River's current 5-year plan to establish a self-sustaining colony of
900 Bred Primates suitable for breeding at MF's facilities by 1999 in
accordance with the schedule set forth on the attached Schedule IV), then
Customer hereby agrees to fully fund the actual additional costs associated
with any Customer requested accelerated relocation program, on payment terms
to be mutually agreed to by the parties, and supported by appropriate
documentation. To the extent that Bred Primates are transferred to the
land-based MF colony, they will still constitute "Inventory" for purposes of
Section 6 below.
(b) Customer will also support Xxxxxxx River's program for a
land-based colony at MF by funding construction of "mini-crib" family units
not to exceed $100,000. Funds will be payable to Xxxxxxx River upon
completion of construction of the family units.
6. Inventory Purchase Option.
(a) Xxxxxxx River hereby grants Customer an irrevocable option
(the "Option") to purchase all or that portion of the Bred Primates
constituting the Colonies as set forth in Section 6 (b) hereof (in either
case, the "Inventory") at the time of expiration of the Initial Term (as
defined in Section 13 below) at a cash purchase price equal to the inventory
value of the Bred Primates carried on Xxxxxxx River's books and records at the
3
time such Option is exercised. In the event this agreement is assigned and
the Inventory value is "stepped-up" by the assignee, for purposes of this
provision the Inventory value shall be deemed to exclude any such step-up.
Inventory will be valued consistent with Xxxxxxx River's historical
practices, except that costs of transfers under Paragraph 5 borne by Customer
will not be included in the inventory value for purposes of calculating the
Option exercise price, Customer shall be obligated to deliver payment for
such Inventory no later than thirty (30) days following the expiration of the
Initial Term, at which time title to the Inventory purchased pursuant to the
Option shall transfer to Customer. Customer shall not be required to make any
advance payments in order to secure the Option granted pursuant to this
Section 6(a) at the time of execution of this Agreement. Continuation of
payments made under this Agreement, however, shall be deemed to constitute
current consideration for the continuing offer of such Option. Customer may
not exercise the Option during the specified exercise period if it is then
currently in default under the terms of this Agreement.
(b) At its election, Customer may exercise the Option either
(i) for the existing Inventory or (ii) for that part of the Inventory equal to
the number of Bred Primates necessay to produce offspring to fulfill
Customer's requirement of 650 equal sex Bred Primates annually. In the event
that Customer exercises the option for (ii), the number to fulfill such
requirement will be reduced by the aggregate number of offspring that were
purchased by Customer in the preceeding year pursuant to Paragraph 2 of this
agreement (the "take or pay" provision), but were not used for Customer's
research and testing. In any event, the Customer may not exercise the Option
for less than 50 percent of the Inventory as of the date of exercise.
(c) In the event the Option is not exercised by Customer in
accordance with this Section 6, this Agreement shall automatically renew for
a two-year period, with annual 10% per-unit price increases to automatically
take effect during each of the two years included in such renewal period. Such
price increases shall be applicable to Guaranteed Amounts which shall, for
each year included in the automatic renewal period, be no less than the
Guaranteed Amount required to be purchased by Customer during the last full
year of the Initial Term. In the event of such a renewal, all other terms of
this Agreement shall remain unchanged (giving effect to expiration of the
Option).
(d) In the event the Option is exercised by Customer in
accordance with this Section 6, Customer hereby agrees that in connection with
such exercise, it will simultaneously enter into a two-year primate colony
management agreement (the "Management Agreement") with Xxxxxxx River on terms
mutually agreeable to the parties, pursuant to which CRL will manage (on a
full cost reimbursement basis plus 10%) the inventory acquired by Customer
through the exercise of the Option. In the event this Agreement is assigned to
a non-profit organization, the Management Agreement will be for cost only.
Said Management Agreement will include (i) indemnification by Xxxxxxx
4
River of Customer for any environmental liabilities associated with the Bred
Primates owned by Customer and located on Key Xxxx or Raccoon Key, and (ii)
provision for inspection of books and records by Customer to verify costs and
expenses as the basis for the management fees. The indemnification provided
under (i), will continue to be provided by Xxxxxxx River in the event of any
sale or assignment of this agreement to a third party. Xxxxxxx River shall
comply in all material respects with applicable USDA regulations governing
the care of primates. Xxxxxxx River will cooperate with Customer in the
transfer, assignment and recording of all necessary documentation and to take
such other actions for the transfer of ownership of the Colony at Customer's
sole expense.
(e) In the event Customer elects to exercise the Option for
less than the entire Colony, then the following conditions shall apply: (i)
the Bred Primates will be selected by Xxxxxxx River on a representative cross
sectional basis, reflecting an equitable distribution of both sex, age, health
profiles and location and (ii) Xxxxxxx River shall not be required to sell any
additional Bred Primates to Customer beginning with date on which the transfer
of ownership occurs.
(f) Customer shall provide Xxxxxxx River with a non-binding
written notice of its intent to exercise, in whole or in part, the Option no
later than two years prior to the exercise date, and a binding written notice
of exercise, in whole or in part, no later than one year prior to the exercise
date. Said written notices shall specify the quantity of Inventory intended to
be purchased by Customer, and other relevant information reasonably requested
by Xxxxxxx River.
7. Tests and Records. All of the Bred Primates supplied to Customer
will be tested by Xxxxxxx River, in accordance with generally accepted testing
methods and techniques, to confirm that they meet the health specifications set
forth in Schedule II. The cost of testing will be charged and invoiced to
Customer separately only if said testing is not required to initially
demonstrate that the Bred Primates meet the specifications set forth in
Schedule II. Xxxxxxx River shall provide Customer with a medical
history/record and a valid health certificate of each of the Bred Primates at
the time of shipment.
8. Payment Terms. Within fifteen (15) days of execution of this
Agreement and, thereafter, at the beginning of each quarter throughout each of
the remaining calendar years included in the term of this Agreement, Customer
shall pay to Xxxxxxx River an amount equal to the product of (i) the
Guaranteed Amount required to be purchased in that quarter and (ii) that
quarter's per-unit price for Bred Primates. Xxxxxxx River will ship the Bred
Primates FOB destination, which will be designated by Customer in advance of
shipment and will insure the Bred Primates to the destination point. Customer
will pay all shipping costs (excluding insurance). Shipments will be made in
accordance with all material applicable state and federal laws. The resulting
amount shall
5
constitute advance payment against Customer purchases to be made in that
quarter, and shall not be refundable to Merck so long as Xxxxxxx River is
able to provide Merck with Bred Primates substantially in accordance with the
delivery schedule mutually agreed to by the parties.
9. Warranty; Disclaimer. Xxxxxxx River represents and warrants that
each Bred Primate supplied by Xxxxxxx River under this Agreement (or, if
applicable, to be transferred following exercise of the Option) shall meet all
of the specifications set forth in Schedule II hereto. THIS SHALL BE THE
EXCLUSIVE WRITTEN WARRANTY OF XXXXXXX RIVER AND THERE ARE NO FURTHER
WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING AN IMPLIED
WARRANTY OF MERCHANTABILITY. IN NO EVENT SHALL XXXXXXX RIVER BE LIABLE FOR
CONSEQUENTIAL ECONOMIC DAMAGES OR CONSEQUENTIAL DAMAGE TO PROPERTY. If
Customer determines that any Bred Primate fails to meet such specifications
upon receipt, or if significant adverse health conditions develop within
twenty (20) days of receipt, it shall have the right to reject such Bred
Primate by notifying Xxxxxxx River not later than twenty (20) days after
delivery of such Bred Primate to Customer; provided that for tuberculosis the
notice period shall be seventy (70) days after delivery (so long as the
TB-infected Bred Primate was not contaminated at Customer's facility).
Failure to reject any Bred Primate by such time shall constitute acceptance
thereof. If Customer rejects any Bred Primate hereunder, it shall have the
right to receive, at its option, either: (i) no charge replacement of such
Bred Primate from Xxxxxxx River in accordance with the provisions hereof; or
(ii) a credit against future purchases equal to the purchase price of the
rejected Bred Primate and any shipping charges separately invoiced to Customer
in connection therewith.
10. Indemnification. As a condition precedent to the delivery by
Xxxxxxx River of Bred Primates hereunder, Customer shall execute and deliver
to Xxxxxxx River the Primate Customer Indemnity Statement attached as Exhibit
A.
11. Consultation Rights. Xxxxxxx River shall actively and
continuously consult with appropriate representatives of Customer on all
strategic decisions affecting the Colony. Xxxxxxx River shall also
periodically provide Customer with written information on the status of the
Colony, all material SOPs for its maintenance, and such other issues as the
parties may agree from time to time. In addition, Customer shall have the
right to direct Xxxxxxx River's plan for Customer's capital contribution to
MF as provided in paragraph 5(b). Any input provided by Customer's
representatives shall not be binding upon Xxxxxxx River, and Customer shall
not be liable therefore.
6
12. Term and Termination. Subject to Section 6 above, this Agreement
shall take effect as of the date set forth above and will terminate on
December 31, 2000 (such six and one-half year period is referred to herein as
the "Initial Term"). Either party may terminate this Agreement for an
unremedied material breach of this Agreement which is not cured within ninety
(90) days of notice. This Agreement way be renewed by mutual written agreement
of the parties upon 12 months' prior written notice.
13. Miscellaneous Legal Provisions.
(a) It is not the intent of Xxxxxxx River and Customer to form
any partnership or joint venture, and nothing contained herein shall be
construed to empower either party to act as agent for the other, The parties
agree that each of them shall, in relation to its obligations hereunder, be
acting as an independent contractor.
(b) No party may assign this Agreement in whole or in part
without the prior written consent of the other parties; except that Xxxxxxx
River may assign this Agreement without Customer's consent to (i) a non-profit
organization for any reason and at any time, and (ii) after December 31, 1995
to a for-profit organization for any reason; provided, however, that in the
case of any assignment without Customer's prior consent Xxxxxxx River shall
guarantee to Customer that the Colony will be managed by the assignee
substantially in accordance with all mandatory AAALAC standards applicable to
such a primate operation. In the event of any assignment to a for-profit by
Xxxxxxx River resulting in the sale of the Colony, Customer shall have the
right to match the terms of said sale upon thirty (30) days written notice,
Once assigned, all of the provisions of this Agreement and all the rights and
obligations of the parties hereunder shall be binding upon and inure to the
benefit of and be enforceable by the successors and assigns of the respective
parties.
(c) Each party shall hold in confidence information concerning
this Agreement and the terms hereof and shall not make any public statements
or announcements about it, nor issue news releases relating to the existence
or implementation hereof. If either party receives requests for information
about this Agreement from outside organizations, each party will notify the
other party and in cooperation both parties will formulate a strategy and
response.
(d) Neither Xxxxxxx River nor Customer shall be liable to the
other in damages for, nor shall this Agreement be terminable or cancellable by
reason of, any delay or default in such party's performance hereunder if such
default or delay is caused by events beyond such party's reasonable control
including, but not limited to, acts of God, regulation or law or other action
of any government or agency thereof, war, insurrection, civil commotion,
destruction of facilities or materials by earthquake, fire, flood or storm,
labor disturbances, loss of breeding colony due to disease or failure of
7
suppliers, public utilities or common carriers or any actual or de facto import
embargoes or state import restrictions or limitations,
(e) This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts (regardless of
its, or any other jurisdiction's choice of law principles).
(f) All correspondence and invoices pertaining to this
Agreement should be directed to Director, Laboratory Animal Resources,
XX00-000, Xxxxxxxxxx Xxxx, Xxxx Xxxxx XX 00000 in the case of Customer, and
Xx. Xxxxxx X. Xxxxxxx in the case of Xxxxxxx River.
MERCK & CO., INC. ) XXXXXXX RIVER LABORATORIES, INC,
By: /s/ Xxxxxx X. Xxxxxxxx, M.D. By: /s/ Xxxxx X. Xxxxxx
------------------------------------- --------------------------------
Xxxxxx X. Xxxxxxxx, M.D. Xxxxx X. Xxxxxx
Title: Exec. V.P., Science and President and CEO
Technology, Merck & Co., Inc. and
President, Merck Research Labs
8
Exhibit A
XXXXXXX RIVER LABORATORIES
Primate Customer Indemnity Agreement
A. Charles River Laboratories, Inc. ("Xxxxxxx River") is engaged
in the sale of nonhuman primates, such as cynomolgus and rhesus monkeys, and
their tissue.
B. These primates may harbor naturally occurring zoonotic infectious
agents, including viruses and bacteria that are dangerous and potentially
deadly to humans. Xxxxxxx River employs the best practices commonly used by
the industry to detect these agents during a quarantine and conditioning
period and will carry out special supplemental examinations upon request,
Nevertheless, Xxxxxxx River cannot guarantee that the primates it sells will
be free of these agents.
C. Primates and primate tissue can be safely handled to avoid risk
to the handler from these harmful agents, but the safe handling of these
primates or their tissue is out of the control of Xxxxxxx River after
shipment. The responsibility for protecting individuals who may come in
contact with these primates after shipment must therefore, rest with the
purchaser.
X. Xxxxxxx River is unwilling to sell primates or primate tissue to
the undersigned (Customer) in light of the potential risk of litigation and
liability to Xxxxxxx River without indemnification from Customer.
E. Customer wishes to purchase primates or their tissue from Xxxxxxx
River, and In order to induce Xxxxxxx River to make such sales, Customer is
providing Xxxxxxx River with the following indemnity.
In consideration of the foregoing, and intending to be legally
bound, Customer and Xxxxxxx River agree as follows:
1. Indemnity. Customer hereby agrees, to indemnify and hold harmless Xxxxxxx
River, its parent subsidiaries and affiliates and their respective officers,
employees and directors against any and all liability, loss, damage, cost or
expense (including attorneys' fees and expenses and costs of investigation)
which any of them may hereafter incur, suffer or be required to pay as the
result of any damage suffered or alleged to be suffered, including, without
limitation, death or personal injury and any direct, consequential, special and
punitive damages, as the result of a Xxxxxxx River primate or primate tissue
after such primate or tissue has been delivered to Customer; provided,
however, that such loss, liability or damage is not attributable to the fraud,
gross negligence, malfeanance or willful misconduct of Xxxxxxx River.
A-1
2. Terms and Conditions of Sale. Notwithstanding anything else set forth in
any other document furnished by Customer to Xxxxxxx River including any
purchase order, any sales of primates and primate tissue made by Xxxxxxx River
to Customer shall be on Xxxxxxx River's standard terms and conditions of sale
as set forth in the Primate Supply Agreement with Customer (the "'Agreement").
Except as specifically set forth in the Agreement, Xxxxxxx River makes no
warranties of any kind with respect to primates or primate tissue it sells;
ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY
DISCLAIMED. XXXXXXX RIVER'S LIABILITY IS SPECIFICALLY LIMITED TO REPLACEMENT
OF PRODUCT SOLD OR REFUND Of PURCHASE PRICE AS PROVIDED IN THE AGREEMENT, AND
IN THE ABSENCE OF FRAUD, GROSS NEGLIGENCE, MALFEASANCE OR WILLFUL MISCONDUCT
BY XXXXXXX RIVER AND IN NO EVENT SHALL XXXXXXX RIVER BE LIABLE FOR ANY OTHER
DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, SPECIAL OR
PUNITIVE DAMAGES.
3. Miscellaneous. This agreement shall be binding on and inure to the benefit
of and be enforceable by Xxxxxxx River and Customer and their respective
successors and assigns. This Agreement shall be governed by the laws of
Massachusetts. This Agreement is intended to take effect as a sealed
instrument.
IN WITNESS WHEREOF, Xxxxxxx River and Customer have each caused
this Agreement to be executed on their respective behalves under seal by their
duly authorized officers as of the date below.
XXXXXXX RIVER LABORATORIES, INC. MERCK & CO., INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, M.D.
------------------------------- -------------------------------------
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx, M.D.
President and CEO Title: Exec. V.P., Science and
Technology. Merck & Co., Inc.
and President, Merck Research
Labs
Date: September 30, 1994
A-2
Schedule I-A
ANNUAL GUARANTEED PURCHASES
Guaranteed Amount
of Annual Purchases
Calendar Year In Units (Equal Sex)
------------- --------------------
1994 400
1995 500
1996 550
1997 550
1998 600
1999 600
2000 650
* 164 to be shipped between October 1 and December 31, 1994, of which 80 have
been prepaid.
Schedule I-B
PER DIEM PAYMENTS
Key Xxxx Facility: $2.00 per day for animals not taken in quarterly
distribution.
S4.00 per day for animals ready for shipment but delayed by
customer.
MF $2.00 per day for animals not taken in quarterly
distribution.
$5.00 per day for animals ready for shipment by delayed by
customer.
These costs increase 5% per calendar year.
SCHEDULE II
SPECIFICATIONS FOR COLONY-REARED PRIMATES
All Bred Primates provided to Customer must meet the following specifications:
I The animals provided must be tested free of the following infectious
disease-causing agents:
o Common pathogenic external and internal hehminth and arthropod
parasites
o Tuberculosis
o Salmonella/Shigella
o Herpes B virus
o SAIDS virus complex (SRV1, SRV2, SIV)
o Rabies
o Tetanus
o Filovirus
2. Prior to shipping, vendor must notify Customer of any other known
significant infectious diseases causing agents in the breeding colony
of origin, such as hemo- and enteric-protozoal parasites; entetic
bacterial pathogens, and viral agents such as Hepatitis A, Measles,
and Monkey Pox.
3. The following veterinary and husbandry procedures must be performed
prior to shipment:
(a) Three negative TB tests given at intervals of approximately two weeks
within six weeks of shipment.
(b) Rectal cultures just prior to shipment negative for enteric bacterial
pathogens such as Salmonell and Shigella.
4. Each animal delivered is to have an individual animal record sent
with the animal, or under separate cover, which will include such
information as: month of birth; socialization information, such as
cage/pen mates; and health information, such as all treatments, test
results, etc.
5. Xxxxxxx River will develop and implement a genetic monitoring plan
for the Colony.
6. All Bred Primates will be permanently identified with a legible tattoo or
other means such as implantable micro-cbip as agreed to by Customer (chips
will be supplied by Customer).
7. A valid health certificate will be provided for each shipment of animals.
8. Xxxxxxx River must notify customer of any known deviation from these
specifications prior to departure of any shipment of animals to a Merck
designated site.
Schedule III
PRICES
Calendar Year Prices
-----------------------------------------------------
1994 (partial) $ 3,650
1995 $ 4,015
1996 $ 4,420
1997 $ 4,865
1998 $ 5,350
1999 $ 5,885
2000 $ 6,475
Schedule IV
XXXXXXXXXX COLONY BUILD-UP PLAN
Number of Bred Primates
Calendar Year Comprising Colony
------------- -----------------------
1995 500
1996 650
1997 750
1998 850
1999 900
2000 900
