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CONFIDENTIAL TREATMENT
EXHIBIT 10.8
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AGREEMENT
This AGREEMENT is made and shall be effective this 26th day of July ,
1993, by and between ********************************** ****** **************
******* ** **** ******* ***, ******, **, ***** (hereinafter "***") and Roche
Image Analysis Systems (RIAS), a subsidiary of Roche Biomedical Laboratories,
Inc. having offices at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX, 00000 (hereinafter
"Roche");
WHEREAS, *** possesses certain information relating to plastic
manufacturing ("Plastics") and Roche possesses certain know-how regarding
cytology preparation and automation ("Cytoprep"); and
WHEREAS, *** and Roche desire to develop Roche's Cytoprep technology
applications using plastic disposables.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, *** and Roche do hereby agree as follows:
1. The "Technology" shall mean any and all information, technical or
non-technical, know-how data whether in written or oral form, disclosed by Roche
to ***, which relates to Cytology preparation and automation using Cytoprep
Technology.
2. Roche warrants that it has the full and unconditional right to
disclose the Technology, free of charge, to ***.
3. *** agrees not to use the received Technology for any other purpose
other than its evaluation and determination of its interest in collaborating in
developing "plastic disposables" for use with the Technology for Roche; and ***
will treat the received Technology as if it were its own proprietary information
and will not disclose it to any third party without the written consent of
Roche.
4. All persons receiving the Technology on behalf of *** under the
Agreement must assume in writing the same confidentiality and non-use
obligations as are set forth in this Agreement. *** shall be responsible for
assuring that such persons comply with this paragraph prior to review of the
Technology.
5. *** agrees that it will not directly or indirectly or in any way
market any product using the Technology except under a subsequent and separate
written agreement executed by authorized representatives of Roche.
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CONFIDENTIAL TREATMENT
6. *** acknowledges Roche's exclusive ownership of the specific
Cytoprep product designs and the tools and molds purchased by Roche for
manufacturing such product.
7. In recognition of research and development work done by *** for the
design of all plastic components related to the Cytoprep Technology, Roche
agrees to use *****************************************************************
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************************************. This commitment shall be binding on Roche
provided that *** agrees to supply Roche at a competitive price that would be
available to Roche from a third party manufacturer. If, during the terms of this
agreement, Roche informs *** in writing that Roche has received a bona fide
lower offer from another manufacturer for product of equal quality to the
present product and such offer covers the period of time remaining on the full
term of this agreement, then *** shall have 90 days from written notice to meet
such lower price. In the event *** elects not to meet such lower price, then
this agreement can be kept in effect by *** and Roche mutually agreeing on
higher price than the then competitive offer. But, in absence of such mutual
agreement, this Agreement shall be terminated at the end of 90 days.
This commitment shall be valid as long as *** meets Roche quality and production
requirements. These requirements, which have not yet been defined, will be
mutually agreed upon by both parties and become a part of this Agreement.
Roche agrees to give *** written notice of such failure and 60 days to remedy
the failure. If the problem is not eliminated within 60 days, Roche will be free
to obtain Cytoprep products from another source.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed by their authorized representatives in duplicate:
ROCHE IMAGE ANALYSIS SYSTEMS
By: /s/ Xxxxxx X. Xxxxxx Xx.
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Title: Sr. V.P.
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Date: 7-22-93
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By: *** ***** *. **********
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Title: President
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Date: 7-26-93
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