EXHIBIT 10.7
ACCESS
SERVICE AGREEMENT
ACCESS Sales and Marketing, L.L.C. ("ACCESS"), 0 Xxxx Xxxx Xxxx Xxxxx,
Xxxxx 00, Xxxxxxx, XX 00000 and LXN Corporation ("Principal"), located at
0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX 00000 hereby enter into this Service
Agreement effective December 1, 1998. For valuable consideration and
intending to be legally bound, ACCESS and Principal agree that listed below
are the terms and conditions upon which ACCESS shall provide services to
the Principal.
1. Services
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ACCESS shall perform for Principal the sales management related services
with respect to the on-going sale of the Duet(TM) and launch of Duet II
(TM) Glucose Monitoring Systems to the Food, Drug and Mass Merchandisers
(classes of trade) in the markets of the United States.
2. Compensation
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Principal shall pay ACCESS a [***] monthly fee for ongoing services.
Principal may remit payment in cash or stock within 10 days after the 1st
of each month.
Principal shall also pay ACCESS a [***] sales commission on gross sales of
Duet II(TM) starting with initial marketplace shipments and continuing
forward for 12 months from the initial ship date. Principal shall pay
ACCESS [***] sales commission for the subsequent 12 month period.
Commission Check is due 10 days after the 1st of each month. Principal
guarantees $100,000 in sales commission for each of the two twelve month
segments.
ACCESS will accept an equity equivalent, at the Principal's discretion, of
[***] representing November 1998 fee of [***] and a bonus on the first
Duet(TM) order to Wal-Mart of [***]. Stock certificates are due by
December 31, 1998.
Retainer to be reviewed on an annual basis and adjusted based on reasonable
increases in ACCESS's "cost of doing business" and/or agreed to success
levels.
LXN will pay the following expenses of ACCESS:
a. Travel and related expenses for dedicated LXN activity.
b. Overnight delivery services as needed.
c. Material and execution costs associated with completion of a LXN Sales
Manual.
3. Term
----
This agreement is in effect until the proper disengagement clause has been
enacted.
4. Disengagement
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Either party may terminate this agreement by 30 days written notice of such
intention to the other party. Termination does not relate to the sales
commission on sales of Duet II(TM) as noted in item #2 above. In the event
that this agreement is terminated by the Principal due to the change of
ownership, divestiture, merger, or restructure of Principal, Principal
shall pay ACCESS a disengagement fee equal to three (3)
[***] CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
months retainer as noted in item #2 above. The payment is due within
thirty (30) days of Principal's notification of termination.
5. Indemnification
---------------
Principal shall upon demand indemnify, defend, release and hold ACCESS and
its agents and employees harmless from and against any and all claims,
suits, damages, liabilities, judgments, costs and expenses (including but
not limited to legal fees, settlements and judgments) associated with any
bodily injury, death, damage to property or other damage, including but not
limited to any products liability claims, attributable to any of
Principal's products.
6. Other
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ACCESS shall not have any authority to sign any contract for or otherwise
bind or commit Principal. This agreement may not be assigned, and either
party without the prior written consent of the other may not subcontract
the duties and rights under it. This agreement represents the final and
conclusive agreement between the parties, and supersedes all prior and
contemporaneous letters, discussions and understandings between them, oral
or written. This agreement may only be amended or extended in writing
signed by both parties.
ACCESS, L.L.C. LXN Corporation
By: /s/ Partner of ACCESS L.L.C. By: /s/ Xxxxx Xxxxxx
---------------------------- -------------------------
Partner President & CEO
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