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EXHIBIT 10.17
PURCHASE AND LICENSE AGREEMENT
THIS IS AN AGREEMENT between Argonaut Technologies, Inc., a Delaware
corporation with an office at 000 Xxxxxxxxxx Xxxx, Xxxxx X, Xxx Xxxxxx, XX 00000
("Vendor") and Zeneca Inc., a Delaware corporation with an office at 0000
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 ("Zeneca").
WHEREAS, Vendor desires to sell Trident Automation Library System products
to Zeneca and license related software to Zeneca, and
WHEREAS, Zeneca offers to purchase said Trident Automation Library System
products and obtain a license for such related software from Vendor.
NOW, THEREFORE, this 30th day of September 1998, in consideration of the
terms and conditions recited herein, the parties hereby agree as follows.
Article 1
Definitions
1.1 "Acceptance Date" means the date on which Vendor receives written notice
from Zeneca that the System meets, and has been demonstrated to meet, the
Specifications and that all Hardware, Software and Documentation have
been received and are installed and operational. Such notice shall be on
the form attached hereto as Exhibit A entitled "Notice of Acceptance
Date", and no other communication of any sort will establish an
Acceptance Date hereunder.
1.2 "Agreement" means this Agreement including any exhibits and amendments
attached hereto.
1.3 "Delivery Date" shall mean the date which Vendor delivers the System to
the Installation Location at Zeneca and all related Hardware, Software
and Documentation, as described in Exhibit B hereto, have been received
by Zeneca.
1.4 "Documentation" means the manuals, instructions and other materials,
including but not limited to those supplied on paper or electric media
(such as CD-ROM based media), related to the System and provided by
Vendor to Zeneca hereunder.
1.5 "Effective Date" means the date upon which this Agreement is executed by
the last party to execute such Agreement.
1.6 "Hardware" means the hardware components of the System listed in Exhibit
B attached hereto and incorporated herein.
1.7 "Installation Location" means Room LW323 on the 3rd floor, Fairfax
Research Center of the Zeneca facility at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxx, XXX.
1.8 "Specifications" means the Specifications for the System, as set forth
in Exhibit C.
1.9 "System" means the Trident Automation Library System comprising the
Hardware, the Software and the Documentation described in Exhibit B
hereto.
1.10 "Maintenance Agreement" means the maintenance agreement between the
parties hereto covering the System, including but not limited to the
Hardware and Software purchased under this
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Agreement. The terms and conditions of said maintenance agreement, if
Zeneca desires to purchase one, shall be determined at a later date.
1.11 "Purchase Price" constitutes payment for Hardware and Documentation and a
license fee for related software.
1.12 "Software" means the software components of the System as listed in
Exhibit B attached hereto and incorporated herein.
1.13 "Zeneca Group" - For purposes of this Agreement, Zeneca Group means
Zeneca Inc., Zeneca Ltd. and Zeneca Group PLC; their respective direct
and indirect parent companies, affiliates, and subsidiaries; their
respective officers, directors, trustees, shareholders, employees and
agents; and their respective predecessors, successors and assigns, heirs,
executors and administrators.
Article 2
Purchase and Sale
2.1 Purchase. Zeneca and Vendor hereby agree that, in return for the payment
by Zeneca to Vendor of the Purchase Price and subject to the terms and
conditions of this Agreement:
(a) Vendor shall sell, deliver and install, and Zeneca shall purchase
and receive, the Hardware and Documentation; and
(b) Vendor hereby grants to Zeneca in conjunction with the sale of the
Hardware, a perpetual, non-exclusive, paid-up, freely assignable
license (the "License") to use and have used the Software, revocable
only upon termination of this Agreement by Vendor or Zeneca. Zeneca
shall notify Vendor in writing prior to any assignment.
2.2 Purchase Price.
(a) Zeneca and Vendor hereby agree that the Purchase Price is reflected
in Exhibit G; and
(b) Vendor will offer Zeneca a discount of [*] if this Agreement is
executed prior to September 30, 1998.
(c) Vendor will offer Zeneca a second discount of [*] if a second
Trident System if ordered prior to September 30, 1998.
2.3 Payment Schedule. This Purchase Price shall be due and owing to Vendor
according to the following schedule:
Delivery Date: [*] due within fifteen (15) days after delivery of
all components of the System.
Acceptance Date: [*] due within fifteen (15) days after Zeneca's
Acceptance of the System. Such acceptance shall not
exceed forty-five (45) days after successful completion
of installation.
[*] Confidential Treatment Requested
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Article 3
Shipment and Delivery
3.1 Shipment. Shipment of the System to the Installation Location shall be at
Vendor's expense. Vendor shall be responsible for all cost, risk and
expense in delivering to and installing the System at the Installation
Location and any damage or harm to the System incurred as a result of
shipment, delivery or installation shall be the responsibility of Vendor,
(FOB Destination). Notwithstanding the foregoing, Vendor shall not be
liable for damage or harm to the System incurred as a result of improper
preparation or functioning of the Installation Location, or negligence or
misconduct of Zeneca or its agents, employees.
3.2 Delivery. Delivery shall be completed on the following schedule:
(a) The System shall be delivered to Zeneca no later than [12] weeks from
the Effective Date.
(b) Installation shall be started at the Installation Location no later
than [2] week(s) after delivery of the System to Zeneca.
Article 4
Installation and Acceptance
4.1 Installation. Zeneca shall prepare the Installation Location in accordance
with the specifications set forth in Exhibit D. Modifications to the Zeneca
facility to accommodate the delivery, installation and acceptance of the
System shall be the responsibility of Zeneca. Such preparation shall be
completed prior to delivery of the System. Vendor shall, at its own
expense, install and take all action necessary to ensure the acceptance of
the System at the Installation Location. Such installation and testing
shall conform to the delivery schedule and acceptance procedures set forth
herein. Zeneca shall reasonably cooperate with Vendor to provide access to
facilities and personnel to ensure a timely installation and acceptance of
the System.
The System shall be installed by a qualified System Engineer to be selected
by Vendor. As used herein, the term "System Engineer" shall mean an
engineer qualified to test and install the System. To be eligible for
Zeneca's installation, the System Engineer must have previous successful
experience in field installations of Vendor's equipment.
All services hereunder shall be performed during Zeneca's normal working
hours between 8:15 am and 4:30 pm, Wilmington, Delaware local time, Monday
through Friday, excluding Zeneca holidays unless otherwise agreed in
writing by the parties. When installation of the System has been started by
Vendor, installation shall proceed continuously during Zeneca's normal
working hours until such installation is completed.
4.2 Delays. Time is of the essence in the Agreement.
Article 5
Warranty
5.1 General. Vendor warrants that the System will conform to the Specifications
set forth in Exhibit C upon the Acceptance Date and for the later of either
twelve (12) months thereafter or December 31, 1999 ("the Initial Warranty
Period").
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5.2 Hardware Warranty.
(a) Vendor represents and warrants the Hardware against defects in
material and workmanship for the Initial Warranty Period under normal
use and service.
(b) Vendor will make the benefits of any other warranty covering the
Hardware available to Zeneca.
(c) In the event that the Hardware displays or develops defects in
material or workmanship during the Initial Warranty Period:
(i) Vendor shall attempt to remedy such defect by telephone. If
Vendor is unable to so remedy such defect within forty-eight
(48) hours of notice to Vendor by Zeneca of such defect, then
Vendor shall ensure that a qualified service engineer shall
arrive at the Installation Location within seventy-two (72)
hours of the end of such forty-eight (48) hour period.
(ii) Vendor shall provide repair or replacement of any defective
parts free of charge.
(iii) Vendor shall provide any necessary engineering services
required in connection with the repair or replacement of any
defective parts free of charge.
(iv) All other applicable rights and remedies shall be available to
Zeneca.
(v) After the Initial Warranty Period, Vendor shall maintain the
System as required by Zeneca through telephone support at no
charge or by on-site repair at installation Location under the
terms of a Maintenance Agreement.
(d) Vendor further agrees that one preventive maintenance visit for the
System shall be scheduled at a time agreed by Zeneca during the
Warranty Period.
(e) Vendor shall not be responsible under this warranty to the extent that
defects with the Hardware are caused by misuse, abuse, or other fault
attributable to Zeneca or its contractors.
5.2 Software Warranty.
(a) Vendor warrants that the Software as originally delivered and
unaltered will, in conjunction with all other components of the
System, materially perform the functions described in and operate in
accordance with the Specifications and Documentation and contain no
viruses or software locks. Vendor further warrants that the Software
shall continue to meet all acceptance tests throughout the term of
this Agreement.
(b) Vendor hereby represents and warrants to Zeneca that the Software
licensed to Zeneca hereunder includes Software designed to insure year
2000 compatibility, which shall specifically include the ability to
correctly recognize, process, manage, manipulate and store millennial
dates without affecting the integrity of data, output (including
reports, screen contents, etc.) or interpretation, without
interruption, and includes calculations that accommodate same century
and multi-century formulas and date values, and date data interface
values that reflect the century, without any errors relating to date,
and that the Software will continue to be year 2000 compatible.
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(c) Vendor further represents and warrants that any modifications made
by Vendor to the Software or services performed by Vendor in order
to bring the Software into compliance with these representations
and warranties does not and will not corrupt any data included in
Zeneca's computer network and does not or will not contain any
computer viruses or introduce a computer virus into Zeneca's
computer network.
(d) In the event the Software does not meet any of the above
representations and warranties, Vendor shall repair or replace
such Software.
(e) Source Code and Source Code Materials. Vendor hereby grants to
Zeneca and the Zeneca Group a fully-paid perpetual, non-exclusive,
worldwide, limited license to use, modify, enhance and upgrade the
Source Code and the Source Code Materials provided, however, that
such license shall be exercisable solely in the event
(i) Vendor is unable, at any time during the Initial Warranty
Period specified in the Purchase and License Agreement to
correct any malfunction, defect or nonconformity in the
Software which prevents the Software from functioning in
accordance with the applicable Specifications.
Documentation, performance criteria and other warranties and
descriptions provided in this Agreement, within seven (7)
business days after Zeneca's notification to Vendor
specifying in reasonable detail in what aspects the Software
fails to conform; or
(ii) that the Vendor becomes insolvent, makes a general
assignment for the benefit of creditors, files a voluntary
petition of bankruptcy, suffers or permits the appointment
of a receiver for its business or assets, becomes subject to
any proceeding under any bankruptcy or insolvency law,
whether domestic or foreign, or has wound up or liquidated
its business voluntarily or otherwise and Zeneca has
compelling reasons to believe that such event(s) will cause
Vendor to fail to meet its warranty and maintenance
obligations in the foreseeable future. If such event should
occur, the source code will be delivered by the Vendor
within fifteen days of written request by Zeneca.
5.3 Third Party Rights. Vendor warrants that the System to (including
Hardware, Software and Documentation), and use thereof by Zeneca, does not
violate any rights of any third party, including without limitation any
patent, trademark, copyright, or service xxxx or constitute theft or
misuse of a trade secret owned or controlled by a third party. Vendor
warrants that for the Software it has ownership of or the right to
distribute and license such Software. If claim is made with regard to
Zeneca's use of the System. Vendor shall get permission for Zeneca to use
such System.
5.4 Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, VENDOR MAKES NO
WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY REGARDING TO RELATING
TO THE SYSTEM, HARDWARE, SOFTWARE, OR DOCUMENTATION, OR ANY MATERIALS OR
SERVICES PROVIDED TO ZENECA UNDER THIS AGREEMENT. VENDOR SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
Article 6
Indemnification.
6.1 Third Party Infringement. If notified promptly in writing of any action
brought against Zeneca or the Zeneca Group alleging that Zeneca's sale,
use or other disposition of the System (including
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Hardware and Software components and Documentation) infringes a patent,
trademark, copyright or service xxxx or constitutes theft or misuse of a
trade secret owned or controlled by a third party, Vendor shall defend that
action at its expense and shall pay any costs and damages awarded against
Zeneca in the action, including external attorney's fees and internal
counsel expenses, provided that Vendor shall have control of the defense of
any such action and all negotiations for its supplement or compromise, and
provided further that no settlement will be made that is contrary to the
best interests of Zeneca, as may reasonably be determined by Zeneca. If a
final injunction is obtained in such action against Zeneca's use of the
System, or any component thereof, or if in Vendor's opinion the System is
likely to become the subject of a claim of infringement, Vendor shall, at
its option and expense, either procure for Zeneca the right to continue
using the System or any component thereof consistent with the purchase and
licensing right accorded Zeneca herein, or replace or modify the System or
any component thereof so that it becomes non-infringing (but is otherwise
substantially identical to the originally provided System and is also
suitable for Zeneca's intended uses), or grant Zeneca a credit for the
infringing System or component thereof. Vendor shall not have any liability
to Zeneca if the alleged infringement is caused by use or sale of the item
in combination with other products or devices which are not furnished by
Vendor.
6.2 Each party agrees to indemnify, defend and hold the other party harmless
from and against any claim, demand, action, penalty, suit or liability
(including the cost of defense, settlement, and external attorneys' fees
and internal counsel expenses), which the other party may hereafter incur,
become responsible for, or pay out as a result of death or bodily injuries
to any person, destruction or damage to any property caused by
(a) the breach of any term, warranty, representation or provision of this
Agreement, or
(b) in the case of Vendor, any failure to warn of damages or defects in
the System or any component thereof.
Notwithstanding the foregoing, either party shall not be obligated to
indemnify or hold harmless the other party against any losses, claims or
suits caused solely by the willful misconduct or negligence of the other
party.
Article 7
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Insurance. Vendor shall at its own expense secure and maintain in full force
and effect throughout the term of the Agreement insurance coverage for (a)
Workmen's Compensation. (b) General Liability and (c) Automobile Liability in
amounts listed on Exhibit E. Certificates evidencing such insurance shall be
provided to Zeneca's Insurance Department.
Article 8
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Ancillary Obligations
8.1 System Changes. Zeneca is entitled to receive the most current and
complete commercially released version of the System (including
Hardware, Software and Documentation) available at the time of the
Acceptance Date.
Vendor shall promptly furnish to Zeneca any "bug" fixes (a "bug" is
defined as something that prevents the Software from performing or
meeting the Specifications) during the term of the license at no
charge.
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8.2 Software Upgrades/Updates. Commercially released updates to all Zeneca
licensed Software modules shall be provided at no charge without limitation
during the Initial Warranty Period. Vendor shall provide free support
during the Initial Warranty Period. Future updates after the Initial
Warranty Period may be purchased at Vendor's then listed price.
8.3 Computer Upgrades. Hardware required for enhanced performance may be
purchased from Vendor at the time of purchase. Zeneca may choose to upgrade
the original computer hardware equipment after the initial installation;
costs and labor for upgraded equipment and connectivity to the system will
be Zeneca's responsibility.
8.4 Site Inspection. Upon execution of this Agreement, Vendor shall make
available a qualified engineer (at no additional charge) for the purpose of
inspecting the Installation Location. The engineer shall conduct a series
of standard measurements where required. If these measurements and the site
facilities meet Vendor's site requirements, the engineer shall certify in
writing on the form attached hereto as Exhibit F that the Installation
Location is properly designed and equipped, and that the System will
perform according to the Specifications (attached hereto as Exhibit C) and
the Documentation in the environment. If the Installation Location does not
meet Vendor's site requirements, the engineer shall make specific written
recommendations to Zeneca's engineering and building operations staff as to
how the Installation Location can be made to meet Vendor's site
requirements and Zeneca shall promptly implement such recommendations. If
multiple site inspection visits are necessary in order for the Installation
Location to be certified, Vendor shall provide an engineer for such visits
at Zeneca's expense. Installation cannot be started until a completed site
acceptance form (Exhibit F) has been received by Zeneca. Commitment dates
will be adjusted to allow for days lost due to site facilities being
unavailable.
Article 9
Documentation. Vendor shall supply one (1) printed copy and one (1) electronic
media copy of all Documentation for each component of the System as defined
herein.
Article 10
Miscellaneous
10.1 Taxes. The Purchase Price does not include any import duties.
10.2 Termination. Termination of this Agreement shall occur in one of
the following manners:
a. Termination by mutual agreement of the parties.
(b) Zeneca shall have the right to immediately terminate this
Agreement based upon Vendor's willful misconduct in
connection with services performed under this Agreement.
Willful misconduct shall include, but not be limited to,
disparagement of Zeneca or the Zeneca Group, as defined in
Paragraph 10.12 hereof, or their respective products,
services or management; unethical business conduct; unlawful
activities; failure to adhere to security, safety, health,
and environmental laws and regulations while on Zeneca's
premises; or breach of Vendor's obligations under paragraphs
5.1 and 5.2 herein and the Confidentiality Agreement signed
by Zeneca and Vendor dated herein. Such termination shall be
effective upon delivery of written notice to Vendor.
(c) Except as otherwise provided in paragraph 10.2(b), a party
shall have the right to terminate this Agreement based upon
the other party's non-performance or breach of any provision
of this Agreement. In such event, the non-breaching party
shall provide the
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breaching party with written notice of the reason for the
non-breaching party's intention to terminate this Agreement and
shall provide the breaching party within thirty (30) days to correct
any non-performance or breach to the satisfaction of the
non-breaching party.
Except as otherwise provided herein, it is agreed and understood
that termination of this Agreement for any reason whatsoever will
result in a termination of Vendor's obligation to provide services
to Zeneca pursuant to this Agreement and a termination of Zeneca's
obligations to compensate Vendor pursuant to paragraph 2.2 as of
the effective date of termination. The other terms of this
Agreement shall survive the termination of the Agreement.
10.3 Exercise of Rights. Each party's termination of this Agreement pursuant
to any of the foregoing provisions or exercise of its rights to relief
as otherwise as set forth in this Agreement shall not be construed to
limit such party's ability to pursue any other legal rights or claims it
may have.
10.4 Entire Agreement. This Agreement, including any Exhibits thereto,
constitutes the entire agreement among the parties and supersedes all
understandings whether written or oral. The text of this Agreement shall
control in case of any conflict with an Exhibit. Further modifications
may be made if in writing and signed by all parties.
10.5 Controlling Law. The laws of the United States shall control and in
particular, the internal laws of the State of Delaware without regard to
its conflicts of law provisions.
10.6 Confidentiality.
(a) Each party acknowledges that it may have access to and obtain
knowledge of certain proprietary and confidential information
("Confidential Information") of the other party disclosing such
information (the "Discloser") in the course of its performance
under this Agreement. Confidential Information shall not include
information that: (i) was already in the possession of the party
receiving Confidential Information ("Recipient") before disclosure
thereof by Discloser to Recipient as evidenced by Recipient's
written records, (ii) is independently developed by Recipient as
evidenced by Recipient's written records, (iii) is or becomes
publicly available through no fault of Recipient, or (iv) is
obtained by Recipient from a third party under no obligation to
disclose same.
(b) Recipient agrees to maintain in strictest confidence and to take
all reasonable steps to maintain the confidentiality of the
Confidential Information. Recipient also agrees not to disclose
Confidential Information to any third party, and to use
Confidential Information only to the extent needed to perform under
this Agreement. Recipient recognizes that all documents and records
received by Recipient from Discloser and all copies of such records
and documents shall be Discloser's property exclusively. Recipient
shall at all times keep all such documents, records and copies of
documents and records in the Recipient's custody and subject to the
Recipient's control and shall surrender the same upon request by
Discloser.
10.7 Publications. Vendor agrees that it will not use the name of Zeneca or
the names of any of its personnel for promotional literature,
advertising, or any other reason without the prior written approval of
Zeneca, provided that Vendor shall have the right to use the name of
Zeneca in its customer list for the System and to distribute such list to
third parties.
10.8 Other.
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(a) Vendor shall supply a written list of factory and U.S. headquarters
contact persons, phone numbers, Internet E-mail addresses and
specialties for the Hardware and the Software at the time of delivery
of the System.
(b) Vendor shall make available to Zeneca a twelve (12) month maintenance
contract. Zeneca shall have the option to purchase this maintenance
agreement at any time during the initial warranty period. See
comments at Section 5.1(3)(e).
(c) Vendor shall provide five (5) consecutive days of training on the
System on-site at Zeneca at the time of installation for up to three
(3) people at no cost to Zeneca.
10.9 Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effects as if the
signatures thereto were upon the same instrument.
10.10 Notices. All notices given under this Agreement shall be in writing and
shall be delivered personally, sent by telegram or facsimile with return
confirmation, or by first class United States mail, postage pre-paid to
the parties at the following addresses:
If to Zeneca: Zeneca Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Telephone: (000)000-0000
Fax: (000)000-0000
If to Vendor: Argonaut Technologies, Inc.
000 Xxxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxxxx, XX 00000
Attn: Vice President of Sales & Services
Telephone: 650/000-0000
Fax: 650/000-0000
Notices shall be effective when received.
10.11 Assignment. Neither party may assign or in any way make over any of its
rights or duties under this Agreement without the prior written consent of
the other party, except in the event of a sale of company equity or
assets. Zeneca may assign any of its rights to any duties under this
Agreement to any company controlled, controlling or under common control
of Zeneca, in which event this Agreement shall be binding on and inure to
the benefit of any successor or assignee of Zeneca. In the event of
assignment, the assignor shall continue to be fully liable for any
obligations under this Agreement.
10.12 Force Majeure. A party shall be excused from performing its obligations
under this Agreement if its performance is delayed or prevented by any
cause beyond such party's control and is without its fault or negligence,
including but not limited to, acts of God, fire, explosion, weather,
disease, war, insurrection, civil strife, riots, labor disputes,
government action, including change in relevant government laws or
regulations, or power failure. Performance shall be excused only to the
extent of and during the reasonable continuance of such disability. Any
deadline or time for performance specified that falls due during or
subsequent to the occurrence of any of the disabilities referred to herein
shall be automatically extended for a period of time equal to the period
of such disability. Vendor shall immediately notify Zeneca if, by reason
of any of the disabilities referred to herein. Vendor is unable to meet
any deadline or time for performance.
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IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE,
INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, VENDOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE
AMOUNT OF PAYMENTS PAID BY ZENECA UNDER THIS AGREEMENT EXCLUDING VENDOR'S
OBLIGATIONS UNDER SECTION 10.6. DAMAGES RELATING TO EITHER PARTY'S OBLIGATIONS
UNDER ALL OTHER SECTIONS, INCLUDING 6.1 AND 6.2 SHALL NOT EXCEED THE LIMITS OF
THEIR INSURANCE.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year last written below.
ZENECA, INC. ARGONAUT TECHNOLOGIES
By: /s/ A.K. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
____________________________ _______________________
Name: A.K. Xxxxxxx Name: Xxxxx X. Xxxxxxxxxxx
_________________________
(Print)
Title: V.P. Biomedical Research Title: V.P. Sales & Service
________________________
Date: 9 Nov. 1998 Date: 10/30/98
________________________ _____________________
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EXHIBIT A
NOTICE OF ACCEPTANCE DATE
_________________________
Date: _______________
Argonaut Technologies, Inc.
000 Xxxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxxxx, XX 00000
Attn: VP, Sales & Service
Dear _________:
Zeneca Inc. hereby notifies Argonaut Technologies that it has accepted the
System as that term is defined in the Purchase and License Agreement between
Zeneca Inc. and Argonaut Technologies, Inc. dated ____________, pursuant to the
terms thereof.
Zeneca Inc.
By: _________________
Title: ______________
Date: _______________
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EXHIBIT B
DESCRIPTION OF HARDWARE, SOFTWARE & DOCUMENTATION
1) 900132 Trident Automated Library Production Synthesizer
consisting of; Trident main synthesizer system with two precision metered
syringe systems, fluid delivery interface, reagent, solvent, waste
connections, four (4) integrated agitation-thermal units, cabling.
2) Trident Ship Kit consisting of four (4) Trident Reaction Cassettes, 192
Trident Reaction Vessel Assemblies, nine (9) 250 mL Reagent bottles, four (4)
4 L Solvent carriers, two (2) 15 L HDPE waste reservoir, and spare parts.
3) 900136 Xxxxxx 215 Autosampler/Sample Collector Upgrade
4) 900135 Trident Voltage Kit (USA)
5) 900131 Trident Computer System - HP
Consisting of: Pentium 333 MHz processor, 64 Mbytes RAM, 6.4 Gbyte hard
disk, 32x CDROM, microfloppy disk, 17" svga monitor, mouse/keyboard,
Windows NT 4.0 and Microsoft OfficePro 97 supplied with Trident Control
Software. Provided with 3 year HP warranty (1st year on site; 2nd & 3rd
years return to HP.)
6) Trident Control Software provides software routines to define solvents/
reagents and diversity reagents to be used in synthesis, definition of
synthesis program based on fluid movements, program control, reaction times,
and instrument control functions, solvent usage calculations, autosampler and
sample collector control functions, and system monitors of programming,
plumbing, and mechanical status. Provided on CD ROM.
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EXHIBIT C
SPECIFICATIONS
TRIDENT AUTOMATED LIBRARY SYNTHESIZER
INSTALLATION VALIDATION
The following document describes validation parameters for installation of the
Trident Automated Library Synthesizer. An instrument which demonstrates
adherence to these parameters is considered by Argonaut Technologies to be a
successfully installed, fully operational instrument capable of meeting all
published specifications, and one which demonstrates no damage in shipment.
SITE REQUIREMENTS
Operational Requirement Specification Actual (Result)
Lab temp 18 degrees C to 25 degrees C
Lab humidity equal to or greater than
70% RH
Recommended ventilation flow Approx. 40 cfm
(with all doors closed)
Regulated N. pressure 35 to 50 psi
Regulated He pressure 15 psi
Regulated Compressed dry air 50 psi
pressure (or use N. gas) Dryness equal to or less than
0.01% H.O.
Line voltage/current capacity Dedicated circuit, 200 to 240
VAC @ 30 Amps
ELECTRONIC INTEGRITY
SPECIFICATION:
All circuits working as designed. No connectors loose.
VALIDATION PROCEDURE:
Run pre-programmed automated procedure to exercise all valves and heaters.
Check runfile for valve or heater errors. Attach a copy of the runfile to
installation validation documentation.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
PLUMBING INTEGRITY
SPECIFICATION:
All pneumatic and liquid plumbing connects as per plumbing schematics. No loose
or leaking pneumatic fittings.
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VALIDATION PROCEDURE:
Check all fittings for tightness. Reconnect and/or tighten as necessary.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
INTERNAL LEAK/OBSTRUCTION CHECK
SPECIFICATION:
1. No leaks or obstructions on pressure supply side (low, high and very low
inputs).
2. No leaks or obstructions in delivery/valving RV side.
3. RVs hold pressure in cassette when sealed.
VALIDATION PROCEDURE:
1a) Supply side: Perform a supply side pressure test to validate integrity of
the gas input pneumatics. Verify no appreciable leaks.
1b) Bottle leak test: Perform a bottle pressure test to validate integrity of
bottle sealing and pressure system. Verify no appreciable leaks.
2 Perform a system leak test, checking for leaks or obstructions in all
delivery pathways. Verify no obstructions or appreciable leaks.
3) Perform a leak test on all 192 vessels of 4 cassettes. Verify no
appreciable leaks.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
14
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AS CALIBRATION
SPECIFICATION:
AutoSampler performs accurate and precise septa puncture and movement to the
needle wash ports.
VALIDATION PROCEDURE:
Perform an AutoSampler calibration verification procedure, utilizing a visual
verification of XYZ alignment with all vial positions and needle wash/waste
positions.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
HEATING
SPECIFICATION:
Rate: Ambient - 10 degrees Celsius to 90 degrees Celcius in 30 minutes
Rate: Ambient - 10 degrees Celsius to 150 degrees Celcius in 45 minutes
Accuracy: = 5 degrees Celcius or 5% of setpoint, whichever is greater
VALIDATION PROCEDURE:
Run the preprogrammed "Heating and Cooling Test". Check Runfile for time and
temperature readings in the heating ranges. Verify specifications are met.
Attach runfile to installation validation documentation.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
15
16
COOLING
SPECIFICATION:
Rate: Ambient -40 (degrees)C in 30 minutes
Rate: 150 (degrees)C to -40 (degrees)C in 30 minutes
Accuracy: + or (-) 5 (degrees)C or 5% of setpoint, whichever is greater
VALIDATION PROCEDURE:
Make sure a LN2 cryo tank, with sufficient capacity has been connected before
you run the above "Heating and Cooling test". After the run, check the runfile
for time and temperature readings in the cooling ranges. Verify specifications
are met. Attach runfile to installation validation documentation.
RESULT:
DIVERSITY REAGENT DELIVERY ACCURACY/PRECISION (AUTOSAMPLER)
SPECIFICATION:
Range: minimum 50 nanoliters to 3ml in 5 nanoliter increments
Accuracy: + or (-) 15 nanoliters ((less than)200 nanoliters): + or (-) 5%
((greater than)200 nanoliters)
VALIDATION PROCEDURE:
Run the preprogrammed "Solvent/Reagent Delivery Test" utilizing water or DMP in
the AutoSampler, Reagent and Solvent locations, and a cassette with 48 fully
prepared vials. Measure the volume in the collection vials which correspond to
AutoSampler deliveries using gravemetric determination, or transfer to a
graduated cylinder. All deliveries tested should be within the accuracy range.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
16
17
REAGENT DELIVERY ACCURACY/PRECISION (SMALL AND LARGE SYRINGE)
SPECIFICATION:
Range: minimum 50 nanoliters to 3 ml in 10 nanoliter increments
Accuracy: + or (-) 5%
VALIDATION PROCEDURE:
As above, run the preprogrammed "Solvent/Reagent Delivery Test" utilizing water
or DMF in the AutoSampler. Reagent and Solvent locations, and a cassette with
48 fully prepared vials. Measure the volume in the collection vials which
correspond to syringe deliveries using gravemetric determination, or transfer
to a graduated cylinder. All deliveries tested should be within the accuracy
range.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
AGITATION RATE VALIDATION
SPECIFICATION:
Rate: 0 to 400 strokes per minute
Accuracy: + or (-) 10%
VALIDATION PROCEDURE:
Using a tachometer, check the actual frequency of each agitator against the
programmed frequency at max speed (400 strokes per minute). Result should be
within the accuracy range for each agitator tested.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
SYSTEM INTEGRATION CHECK
SPECIFICATION:
All relevant modules perform as required in a pre-programmed system wide test
utilizing a typical solvent.
VALIDATION PROCEDURE:
Utilize results of "Solvent/Reagent Delivery Test" to validate system
integration check. Analyze runfile for errors. Attach a copy of the runfile to
the installation validation documentation.
RESULT:
(Argonaut Installation Engineer to enter result here and attach supporting
documentation)
17
18
EXHIBIT D
SITE/SPACE REQUIREMENTS
INSTRUMENT COMPONENT DIMENSIONS
The following dimensions represent actual component dimensions. This information
will be useful for instrument clearances and weight support during transit.
Component Height Width Length Weight
Main Module (free standing on wheels) 57" 50.25" 63" 800 lbs
144.8 cm 76.85 cm 160 cm
AutoSampler (215)
AutoSampler (223)
Syringe Module
SYSTEM SPACE REQUIREMENTS
The following dimensions represent the requirements for placement of a
Trident(TM) and components in a laboratory, and take into account all
clearances needed for the entire Trident(TM) system.
HEIGHT
With model 215 AutoSampler and Syringe Module on top: 86" - 218.5 cm
With model 223 AutoSampler and Syringe Module on top:
WIDTH
With required rear clearance: 36" - 91.44 cm
With required rear clearance, solvent doors open in front: 55.5" - 141 cm
LENGTH
With side panel access on right side: 80.5" - 204.5 cm
With PC desk on right:
Length, with PC on Right, 230L xxxxx on left.
Length, with PC on right, 230L xxxxx and 50L solvent kegs(4) on right:
SPECIAL SPACE CONSIDERATIONS
EXTERNAL SOLVENT KEGS - External solvent kegs (up to 4) will need to be located
within several feet of the main module on the left side.
CRYO XXXXX - External cryo xxxxx used for chilling reactions will need to be
located within 4 feet of the main module to the left side
PC CONTROLLER - The PC controller can be located to the right or left side of
the Trident(TM) main module within several feet, and on a (user supplied) bench
or table. For each of operation, it is recommended to locate the PC to the right
of the instrument.
19
EXHIBIT E
INSURANCE
Evidence of Insurance is attached and marked as Exhibit E.
20
------------------------------------------------------------------------------------------------------------------------------------
XXXXX(TM) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YY)
09/22/98
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ABD Technology ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
XXXXXXXX BASSO xx XXXXX INS. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
000 Xxxxxx Xxxxxxx, Xxxxx 000 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Xxxxxxx, XX 00000 ---------------------------------------------------------
INSURERS AFFORDING COVERAGE
------------------------------------------------------------------------------------------------------------------------------------
INSURED INSURER A: St. Xxxx Fire & Marine
Argonaut Technologies ---------------------------------------------------------
000 Xxxxxxxxxx Xxxx, Xxx X INSURER B: Fireman's Fund Insurance
Xxx Xxxxxx, XX 00000 ---------------------------------------------------------
INSURER C:
---------------------------------------------------------
INSURER D:
---------------------------------------------------------
INSURER E:
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
------------------------------------------------------------------------------------------------------------------------------------
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS
SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN
REDUCED BY PAID CLAIMS.
POLICY POLICY
EFFECTIVE EXPIRATION
INSTR POLICY DATE DATE
LTR TYPE OF INSURANCE NUMBER (MM/DD/YY) (MM/DD/YY) LIMITS
------------------------------------------------------------------------------------------------------------------------------------
A GENERAL LIABILITY TE01600570 01/01/98 01/01/99 EACH OCCURRENCE $1,000,000
[X] COMMERCIAL GENERAL LIABILITY ----------------------------------------
[ ] [ ] CLAIMS MADE [X] OCCUR FIRE DAMAGE (Any one fire) $1,000,000
[X] EMP. BENEFITS ----------------------------------------
[ ] 1,000,000 LIMIT MED EXP (Any one person) $10,000
GENL AGGREGATE LIMIT APPLIES PER ----------------------------------------
[ ] POLICY [ ] PROJECT [ ] LOC PERSONAL & ADV INJURY $1,000,000
----------------------------------------
GENERAL AGGREGATE $2,000,000
----------------------------------------
PRODUCTS-COMP/OP AGG $2,000,000
------------------------------------------------------------------------------------------------------------------------------------
A AUTOMOBILE LIABILITY TE01600570 01/01/98 01/01/99 COMBINED SINGLE LIMIT
[ ] ANY AUTO (as accident) $1,000,000
[ ] ALL OWNED AUTOS ----------------------------------------
[ ] SCHEDULED AUTOS Hired Car Phy BODILY INJURY
[X] HIRED AUTOS Damage (Per person) $
[X] NON-OWNED AUTOS Limit: ACV ----------------------------------------
[X] COMPREHENSIVE $1,000 DED. BODILY INJURY
[X] COLLISION $1,000 DED. (Per accident) $
----------------------------------------
PROPERTY DAMAGE
(Per accident) $
------------------------------------------------------------------------------------------------------------------------------------
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
[ ] ANY AUTO ----------------------------------------
[ ] OTHER THAN EA ACC $
AUTO ONLY: AGG $
------------------------------------------------------------------------------------------------------------------------------------
A EXCESS LIABILITY TE01600570 08/17/98 01/04/99 EACH OCCURRENCE $1,000,000
[X] OCCUR [ ] CLAIMS MADE AGGREGATE $1,000,000
[ ] $
[ ] DEDUCTIBLE $
[X] RETENTION $10,000 $
------------------------------------------------------------------------------------------------------------------------------------
B WORKERS COMPENSATION AND WZC80761613 01/04/98 01/04/99 X WC STATU- OTH-
EMPLOYERS' LIABILITY TORY LIMITS ER
E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
------------------------------------------------------------------------------------------------------------------------------------
A OTHER Blanket TE01600570 01/01/98 01/01/99 $1,000 Deductible
Pers. Property $2,700,000 Limit
Blanket EDP $899,800 Limit
------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Replacement Cost and Special Form incl Theft applies to Property Coverage.
Transit Limit: $60,000; Exhibition Limit: $60,000; AOL Limit:$71,000
Business Income Limit: $5,590,000; Off Premises Power Limit: $1,000,000
Employee Dishonesty Limit: $60,000 - Deductible $1,000
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER ADDITIONAL INSURED: INSURER LETTER CANCELLATION Ten Day Notice for Non-Payment
------------------------------------------------------------------------------------------------------------------------------------
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Argonaut Technologies, Inc. EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30
000 Xxxxxxxxxx Xxxx, Xxxxx X DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
Xxx Xxxxxx, XX 00000 FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND
UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.
------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
(illegible)
------------------------------------------------------------------------------------------------------------------------------------
XXXXX 25-5 (7/97) 1 OF 2 #S117584/M117570 MAB (R) XXXXX CORPORATION 1985
21
------------------------------------------------------------------------------------------------------------------------------------
XXXXX(TM) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YY)
09/22/98
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ABD Technology ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
XXXXXXXX BASSO xx XXXXX INS. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
000 Xxxxxx Xxxxxxx, Xxxxx 000 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Xxxxxxx, XX 00000 ---------------------------------------------------------
INSURERS AFFORDING COVERAGE
------------------------------------------------------------------------------------------------------------------------------------
INSURED INSURER A: St. Xxxx Fire & Marine
Argonaut Technologies ---------------------------------------------------------
000 Xxxxxxxxxx Xxxx, Xxx X INSURER B:
Xxx Xxxxxx, XX 00000 ---------------------------------------------------------
INSURER C:
---------------------------------------------------------
INSURER D:
---------------------------------------------------------
INSURER E:
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
------------------------------------------------------------------------------------------------------------------------------------
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS
SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN
REDUCED BY PAID CLAIMS.
POLICY POLICY
EFFECTIVE EXPIRATION
INSTR POLICY DATE DATE
LTR TYPE OF INSURANCE NUMBER (MM/DD/YY) (MM/DD/YY) LIMITS
------------------------------------------------------------------------------------------------------------------------------------
A GENERAL LIABILITY TE01600604 01/01/98 01/01/99 EACH OCCURRENCE $1,000,000
[X] COMMERCIAL GENERAL LIABILITY ----------------------------------------
[ ] [ ] CLAIMS MADE [X] OCCUR Foreign FIRE DAMAGE (Any one fire) $1,000,000
[ ] Liability ----------------------------------------
[ ] MED EXP (Any one person) $10,000
GENL AGGREGATE LIMIT APPLIES PER ----------------------------------------
[ ] POLICY [ ] PROJECT [ ] LOC PERSONAL & ADV INJURY $1,000,000
----------------------------------------
GENERAL AGGREGATE $2,000,000
----------------------------------------
PRODUCTS-COMP/OP AGG $2,000,000
------------------------------------------------------------------------------------------------------------------------------------
A AUTOMOBILE LIABILITY TE01600604 01/01/98 01/01/99 COMBINED SINGLE LIMIT
[ ] ANY AUTO (as accident) $1,000,000
[ ] ALL OWNED AUTOS ----------------------------------------
[ ] SCHEDULED AUTOS BODILY INJURY
[ ] HIRED AUTOS (Per person) $
[X] NON-OWNED AUTOS ----------------------------------------
[ ] Foreign Auto BODILY INJURY
[ ] DIC/Excess (Per accident) $
----------------------------------------
PROPERTY DAMAGE
(Per accident) $
------------------------------------------------------------------------------------------------------------------------------------
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
[ ] ANY AUTO ----------------------------------------
[ ] OTHER THAN EA. ACC. $
AUTO ONLY: AGG $
------------------------------------------------------------------------------------------------------------------------------------
EXCESS LIABILITY EACH OCCURRENCE $
[ ] OCCUR [ ] CLAIMS MADE AGGREGATE $
[ ] $
[ ] DEDUCTIBLE $
[ ] RETENTION $ $
------------------------------------------------------------------------------------------------------------------------------------
A WORKER'S COMPENSATION AND TE01600604 01/01/98 01/01/99 WC STATU- OTH-
EMPLOYERS' LIABILITY Foreign Vol. TORY LIMITS ER
Compensation E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
------------------------------------------------------------------------------------------------------------------------------------
OTHER
------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER ADDITIONAL INSURED: INSURER LETTER CANCELLATION Ten Day Notice for Non-Payment
------------------------------------------------------------------------------------------------------------------------------------
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
Argonaut Technologies, Inc. EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30
000 Xxxxxxxxxx Xxxx, Xxxxx X DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
Xxx Xxxxxx, XX 00000 FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND
UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.
------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
(illegible)
------------------------------------------------------------------------------------------------------------------------------------
XXXXX 25-5 (7/97) 1 OF 2 #S117602/M117598 MAB (R) XXXXX CORPORATION 1985
22
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be
endorsed. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
certain policies may require an endorsement. A statement on this certificate
does not confer rights to the certificate holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not
constitute a contract between the issuing Insurer(s), authorized representative
or producer, and the certificate holder, nor does it affirmatively or
negatively amend, extend or alter the coverage afforded by the policies listed
thereon.
23
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be
endorsed. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
certain policies may require an endorsement. A statement on this certificate
does not confer rights to the certificate holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not
constitute a contract between the issuing Insurer(s), authorized representative
or producer, and the certificate holder, nor does it affirmatively or
negatively amend, extend or alter the coverage afforded by the policies listed
thereon.
24
EXHIBIT F
SITE ACCEPTANCE FORM
Date: _______________________________
Xx. Xxxxxxx Xxxxxxxx
Logistics and Safety - Purchasing
Zeneca, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxxxx:
Argonaut Technologies, Inc. hereby notifies Zeneca Inc. that it has accepted the
Installation Location, as that term is defined in the Purchase and License
Agreement between Argonaut and Zeneca Inc., dated _______________________, as
acceptable, in its present condition, for installation of the System, as defined
in the Agreement, pursuant to the terms hereof.
_____________________________________
By: _________________________________
Title: ______________________________
Date: _______________________________
25
EXHIBIT G
Proposed Price.
(ATTACH FINAL QUOTE FROM ARGONAUT).
21
26
[ARGONAUT 000 XXXXXXXXXX XXXX, XXXXX X
XXXXXXXXXXXX XXX XXXXXX, XX 00000
LOGO] (000) 000-0000
FAX (000) 000-0000
----------------------------------------------------------------------------------------------
SALES ORDER SALES ORDER ID ORDER DATE ORDER TYPE
004737 09/29/98 NORMAL
----------------------------------------------------------------------------------------------
PAGE CHG NO. CHANGE DATE CHANGE DESCRIPTION CONFIRMED TO
1 1 10/19/98 XXXXXXX XXXXXXXX
----------------------------------------------------------------------------------------------
CURRENCY TERMS REFERENCE
USD NET 15 DAYS
----------------------------------- ----------------------------------------------------------------------------------------------
CUSTOMER P.O. NO. ATTENTION SHIP VIA FOB FREIGHT TERMS
35047660 XXXX XXXXXX BEST WAY DESTINATION NO CHARGE
----------------------------------- ----------------------------------------------------------------------------------------------
SOLD TO PHONE NO. SOLD TO FAX NO. RESALE NO. TAX CODE
000-000-0000 000-000-0000 DE HAS NO STATE TAX T = TAXABLE R = RESALE N = NONTAXABLE
----------------------------------- ----------------------------------------------------------------------------------------------
S ZENEC002 S ZENEC002 B ZENEC$02
O ZENECA PHARMACEUTICALS H ZENECA PHARMACEUTICALS I ZENECA PHARMACEUTICALS
L FAIRFAX RESEARCH CENTER I FAIRFAX RESEARCH CENTER L ATTN: ACCOUNTS PAYABLE FOC 2C
D 0000 XXXXXXX XXXX P 0000 XXXXXXX XXXX L XX XXX 00000
XXXXXXXXXX XX 00000 WILMINGTON, DE WILMINGTON, DE
T USA T USA 19803 T USA 19850-5437
O O O
------------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION REQUEST/ ORDER QUANTITY U/M UNIT PRICE PRICE TAX CODE
PART ID SCHEDULED BALANCE DUE EXTENDED PRICE CODE DISC % VAT CODE
CUSTOMER PART ID DWD REV ECN SHIP DATE
------------------------------------------------------------------------------------------------------------------------------------
1.00 TRIDENT AUTOMATED LIBRARY SYNTHESIZER 10/29/98 1 EA [*] LP N
900132 10/29/98 1 [*]
2.00 TRIDENT AUTOSAMPLER UPGRADE-XXXXXX 215 10/29/98 1 EA [*] LP N
900136 2 10/29/98 1 [*]
3.00 TRIDENT VOLTAGE KIT, NORTH AMERICA 10/29/98 1 EA [*] LP N
900135 10/29/98 1 [*]
4.00 WORKSTATION, SYS, HEWLETT PACKARD 10/29/98 1 EA [*] LP N
900133 A 10/29/98 1 [*]
Customer will received an HP
computer on this order.
5.00 ONE-TIME PRODUCT DISCOUNT 10/29/98 1 EA [*] LP N
10/29/98 1 [*]
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL ORDER TAX AMOUNT ORDER TAX AMOUNT 2 ORDER TAX AMOUNT 3 ORDER VAT ORDER TOTAL
------------------------------------------------------------------------------------------------------------------------------------
ORDER TAKER SALESMAN REGION
CY SV AMR 3 Customer CONTINUED NEXT PAGE
--------------------------------------
[*] Confidential Treatment Requested
27
[ARGONAUT 000 XXXXXXXXXX XXXX, XXXXX X
XXXXXXXXXXXX XXX XXXXXX, XX 00000
LOGO] (000) 000-0000
FAX (000) 000-0000
----------------------------------------------------------------------------------------------
SALES ORDER SALES ORDER ID ORDER DATE ORDER TYPE
004737 09/29/98 NORMAL
----------------------------------------------------------------------------------------------
PAGE CHG NO. CHANGE DATE CHANGE DESCRIPTION CONFIRMED TO
2 1 10/19/98 XXXXXXX XXXXXXXX
----------------------------------------------------------------------------------------------
CURRENCY TERMS REFERENCE
USD NET 15 DAYS
----------------------------------- ----------------------------------------------------------------------------------------------
CUSTOMER P.O. NO. ATTENTION SHIP VIA FOB FREIGHT TERMS
35047660 XXXX XXXXXX BEST WAY DESTINATION NO CHARGE
----------------------------------- ----------------------------------------------------------------------------------------------
SOLD TO PHONE NO. SOLD TO FAX NO. RESALE NO. TAX CODE
000-000-0000 000-000-0000 DE HAS NO STATE TAX T = TAXABLE R = RESALE N = NONTAXABLE
----------------------------------- ----------------------------------------------------------------------------------------------
S ZENEC002 S ZENEC002 B ZENEC$02
O ZENECA PHARMACEUTICALS H ZENECA PHARMACEUTICALS I ZENECA PHARMACEUTICALS
L FAIRFAX RESEARCH CENTER I FAIRFAX RESEARCH CENTER L ATTN: ACCOUNTS PAYABLE FOC 2C
D 0000 XXXXXXX XXXX P 0000 XXXXXXX XXXX L XX XXX 00000
XXXXXXXXXX XX 00000 WILMINGTON, DE WILMINGTON, DE
T USA T USA 19803 T USA 19850-5437
O O O
------------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION REQUEST/ ORDER QUANTITY U/M UNIT PRICE PRICE TAX CODE
PART ID SCHEDULED BALANCE DUE EXTENDED PRICE CODE DISC % VAT CODE
CUSTOMER PART ID DWD REV ECN SHIP DATE
------------------------------------------------------------------------------------------------------------------------------------
*********BACK ORDERED*********
SEE SCHEDULED SHIP DATE SECTION
*******************************
*******ORDER CONFIRMATION******
Direct all order questions to:
Xxxxxxx Xxxxxxx - Customer Svc.
Phone: 000-000-0000 x000
Fax: 000-000-0000
US Toll Free: 000-000-0000 x000
*DO NOT PAY FROM THIS DOCUMENT*
*******************************
Zeneca Payment Schedule:
[*] due 15 days after
delivery of all components of
the system.
[*] due 15 days after
Zeneca's acceptance of the
system. Such acceptance shall
not exceed forty five (45) days
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL ORDER TAX AMOUNT ORDER TAX AMOUNT 2 ORDER TAX AMOUNT 3 ORDER VAT ORDER TOTAL
------------------------------------------------------------------------------------------------------------------------------------
ORDER TAKER SALESMAN REGION
CY SV AMR 3 Customer CONTINUED NEXT PAGE
--------------------------------------
[*] Confidential Treatment Requested
28
[ARGONAUT 000 XXXXXXXXXX XXXX, XXXXX X
XXXXXXXXXXXX XXX XXXXXX, XX 00000
LOGO] (000) 000-0000
FAX (000) 000-0000
----------------------------------------------------------------------------------------------
SALES ORDER SALES ORDER ID ORDER DATE ORDER TYPE
004737 09/29/98 NORMAL
----------------------------------------------------------------------------------------------
PAGE CHG NO. CHANGE DATE CHANGE DESCRIPTION CONFIRMED TO
3 1 10/19/98 XXXXXXX XXXXXXXX
----------------------------------------------------------------------------------------------
CURRENCY TERMS REFERENCE
USD NET 15 DAYS
----------------------------------- ----------------------------------------------------------------------------------------------
CUSTOMER P.O. NO. ATTENTION SHIP VIA FOB FREIGHT TERMS
35047660 XXXX XXXXXX BEST WAY DESTINATION NO CHARGE
----------------------------------- ----------------------------------------------------------------------------------------------
SOLD TO PHONE NO. SOLD TO FAX NO. RESALE NO. TAX CODE
000-000-0000 000-000-0000 DE HAS NO STATE TAX T = TAXABLE R = RESALE N = NONTAXABLE
----------------------------------- ----------------------------------------------------------------------------------------------
S ZENEC002 S ZENEC002 B ZENEC$02
O ZENECA PHARMACEUTICALS H ZENECA PHARMACEUTICALS I ZENECA PHARMACEUTICALS
L FAIRFAX RESEARCH CENTER I FAIRFAX RESEARCH CENTER L ATTN: ACCOUNTS PAYABLE FOC 2C
D 0000 XXXXXXX XXXX P 0000 XXXXXXX XXXX L XX XXX 00000
XXXXXXXXXX XX 00000 WILMINGTON, DE WILMINGTON, DE
T USA T USA 19803 T USA 19850-5437
O O O
------------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION REQUEST/ ORDER QUANTITY U/M UNIT PRICE PRICE TAX CODE
PART ID SCHEDULED BALANCE DUE EXTENDED PRICE CODE DISC % VAT CODE
CUSTOMER PART ID DWD REV ECN SHIP DATE
------------------------------------------------------------------------------------------------------------------------------------
after successful completion of
installation.
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL ORDER TAX AMOUNT ORDER TAX AMOUNT 2 ORDER TAX AMOUNT 3 ORDER VAT ORDER TOTAL
[*] 0 [*]
------------------------------------------------------------------------------------------------------------------------------------
ORDER TAKER SALESMAN REGION
CY SV AMR 3 Customer
--------------------------------------
[*] Confidential Treatment Requested
29
[ARGONAUT TECHNOLOGIES LOGO]
TRIDENT(TM) AUTOMATED LIBRARY SYNTHESIZER SYSTEM
900132 TRIDENT AUTOMATED LIBRARY SYNTHESIZER
-- Operators Manual and Installation Manual
-- Installation and startup assistance provided by
Argonaut service engineer.
-- One year warranty on parts and labor.
-- Trident Ship Kit
(4) Trident Reaction Cassettes(TM)
(192) Trident Reaction Vessel Assemblies
(9) 250 xx Xxxxxx Reagent Bottles
(4) 4 L Solvent Carriers
(2) 00 X XXXX Xxxxx Xxxxxxxxx
(1) Reagent Syringe
(1) Solvent Syringe
(1) Serial Cable
900167 XXXXXX 223 AUTOSAMPLER/SAMPLE COLLECTOR*: Modified to operate with
Trident; includes valving, cabling, hardware interface, co-axial
needle and autosampler and sample collector trays.
900135 TRIDENT VOLTAGE KIT
900091 TRIDENT COMPUTER SYSTEM (GATEWAY): 333 MHz Celeron CPU with 64 Mbytes
RAM, 3.2 Gbyte hard drive, 13x CDROM, microfloppy disk, 15" svga
monitor, mouse/keyboard, Windows NT 4.0 and Microsoft Office Pro 97
supplied with Trident Control Software. Provided with 3 year Gateway
warranty (1st year on-site; 2nd-3rd years return to Gateway)
SUBSTITUTE OPTIONS:
*900136 XXXXXX 215 AUTOSAMPLER/SAMPLE COLLECTOR: Modified to operate with
Trident; includes valving, cabling hardware interface, co-axial needle
and autosampler and sample collector trays. Substitute 900136 for
900167.
*900133 TRIDENT COMPUTER SYSTEM (HP). (Substitute for 900091.): 000 XXx
Xxxxxxx II CPU with 64 Mbytes RAM, 6.4 Gbyte hard drive, 32x CDROM,
microfloppy disk, 17" svga monitor, mouse/keyboard, Windows NT 4.0 and
Microsoft Office Pro 97 supplied with Trident Control Software.
Provided with 3 year HP warranty (1st year on-site, 2nd-3rd years
return to HP).
SPARE PARTS AND ACCESSORIES:
900168 TRIDENT REACTION CASSETTE WITH 48 REACTION VESSEL ASSEMBLIES
900165 TRIDENT EXTERNAL AGITATION-THERMAL UNIT
[ARGONAUT TECHNOLOGIES LETTERHEAD]
30
FIRST AMENDMENT
This is the First Amendment to the Purchase and License Agreement between
Argonaut Technologies, Inc., and Zeneca Inc., with an Effective Date of October
30th, 1998. ("the Agreement") relating to the purchase of Trident Automation
Library System products. If any inconsistency exists between the terms of the
Agreement and the terms of this Amendment, then the terms of this Amendment
shall control. The following modifications shall be made to the Agreement.
Article 3
Article 3.2 is hereby amended to read as follows:
3.2(b) Installation shall be started at the Installation Location no
later than February 15, 1998.
All other terms and conditions of the Agreement shall remain unchanged.
Agreed to:
Zeneca Inc. Argonaut Technologies Inc.
By: /s/ A.K. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------- -------------------------------
Date: 4 Jan. 99 Date: 12/6/98
------------------------------ -------------------------------
31
SECOND AMENDMENT
This is the Second Amendment to the Purchase and License Agreement between
Argonaut Technologies, Inc., and Zeneca Inc., with an Effective Date of October
30th, 1998, ("the Agreement") relating to the purchase of Trident Automation
Library System products. If any inconsistency exists between the terms of the
Agreement and the terms of this Amendment, then the terms of this Amendment
shall control. The following modifications shall be made to the Agreement.
Article 3
Article 3.2 is hereby amended to read as follows:
3.2 (b) Installation shall be started at the Installation Location no
later than April 30, 1999.
Article 5.1
Article 5.1 is hereby amended to read as follows:
5.1 General. Vendor warrants that the System will conform to the
Specifications set forth in Exhibit C upon the completion
of installation and for twelve (12) months thereafter ("the
initial Warranty Period").
All other terms and conditions of the Agreement shall remain unchanged.
Agreed to:
Zeneca Inc. Argonaut Technologies, Inc.
By: /s/ A.K. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
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Date: 30 March 99 Date: 3/24/97
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