EXHIBIT 10.15
RENEWAL AMENDMENT
TO THE DISTRIBUTION AGREEMENT AND
THE DISTRIBUTORSHIP ARRANGEMENTS AGREEMENT
DATED MAY 2ND, 1997
This Renewal Amendment is entered into as of the second day of November, 1999,
by and between Gen-Probe Incorporated, a Delaware corporation, with its
principal place of business located at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000 ("GEN-PROBE") and bioMerieux S.A., a French corporation, having
its principal place of business at Xxxxxx xx x'Xxxx, 00000 Xxxxx x'Xxxxxx,
Xxxxxx ("BIOMERIEUX").
RECITALS
A. GEN-PROBE and BIOMERIEUX have entered into a Distribution Agreement and a
Distributorship Arrangements Agreement ("the Agreements") both dated May
2nd, 1997, under which GEN-PROBE has appointed BIOMERIEUX as its exclusive
distributor for the sale of certain products in certain specified
countries.
B. The Distributorship Arrangement Agreement has been modified twice from its
date of conclusion, by way of amendments, in order to (i) delete Singapore
from the list of countries identified as Phase 11 Countries, and (ii) to
include Poland, a Phase III Country, into the definition of the Territory
pursuant to Section 1.5 of the Distributorship Arrangement Agreement.
C. The Distribution Agreement has been modified once from its date of
conclusion, by way of amendment dated February 2 , 1998, in order to (i)
modify the wording of Section 3.3 of the Distribution Agreement, and (ii)
to delete Exhibit C to the Distribution Agreement.
D. Some discussions have since then been held between GEN-PROBE and/or
certain Affiliate of GEN-PROBE on one hand, and BIOMERIEUX and/or certain
Affiliate of BIOMERIEUX on the other hand, with a view to include some
additional countries (namely Argentina, China, India and Mongolia) into
the definition of the Territory pursuant to Section 1.5 of the
Distributorship Arrangement Agreement.
E. GEN-PROBE and BIOMERIEUX have expressed their interest in having the
initial term of the Agreements extended, and have therefore decided to
enter into this Renewal Amendment.
RENEWAL AMENDMENT
Now therefore, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreements.
2. The parties hereto mutually agree to initially renew the Term of the
Agreements for a further period of three (3) years, starting from May 2nd,
2000 (the "Renewed Term"), unless earlier terminated according to the
provisions of the Agreements. No less than one year prior to the scheduled
expiration of the Renewed Term, the parties shall commence good faith
negotiations regarding another possible extension of the Renewed Term on
mutually acceptable terms, provided that, unless the parties shall have
reached mutual agreement on the terms and conditions of such an extension
within six (6) months of the scheduled expiration of the Renewed Term, the
Renewed Term shall automatically expire on the date set forth in the first
sentence of this Section 2.
3. Notwithstanding the provisions of the foregoing Paragraph 2, during the
original Term and the Renewed Term, either party may terminate the
Agreements as of their anniversary date in any year by giving notice to
the other party at least 120 days prior to the anniversary date of an
intention to terminate or seek amendment of the Agreements. Furthermore,
during the Renewed Term of the Agreements, GEN-PROBE shall have the
additional right and option to terminate the Agreements, by giving 90-days
notice, if BIOMERIEUX's purchases of GEN-PROBE products under the
Distribution Agreement during any period of not less than two consecutive
calendar quarters fall twenty per cent (20%) or more below purchases for
the corresponding period of the prior year. The calculation of the amount
of decrease in BIOMERIEUX's purchases from GEN-PROBE for purposes of the
preceding sentence shall exclude any decline in BIOMERIEUX's purchases
from GP due to (i) sales of VIDAS Products by BIOMERIEUX to former
customers for GP products and/or (ii) any recalls of product by GEN-PROBE.
4. The parties hereto mutually agree that products developed pursuant to, and
in accordance with, the provisions of the May 2, 1997 Vidas License,
Development and Cooperation Agreement shall not be subject to the
provisions of Section 2.3 of the Distribution Agreement, entitled
"Non-Competition."
5. Except as expressly modified hereby, all terms and conditions of the
Agreements (as amended pursuant to the above recitals) shall remain
unchanged and in full force and effect.
AGREED TO AND ACCEPTED BY:
GEN-PROBE INCORPORATED BIOMERIEUX S.A.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Francois Guinot
Name: X.X. Xxxxxxxx Name: Guinot
Title: President & CEO Title: President and CEO
