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"Portions of this agreement have been deleted pursuant to a request for
confidential treatment. Such portions are indicated by asterisks."
EXHIBIT 10.2
SUPPLY AGREEMENT
This Supply Agreement is made and entered into this 1st day of June,
1998 (the "Effective Date") by and between AutoCyte, Inc. ("AutoCyte"), a
Delaware corporation having its principal place of business at 000 Xxxxxx Xxxxx,
Xxxx Xxxxxxx, XX 00000, and Technical Precision Plastics, Inc. ("Supplier"), a
North Carolina corporation having its principal place of business at 0000
Xxxxxxx Xxx, Xxxxxx, XX 00000.
R E C I T A L S
WHEREAS, Supplier desires to sell to AutoCyte, and AutoCyte desires to
purchase from Supplier, certain quantities of Product (as defined below) for
commercial sale by AutoCyte;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
expressed, the parties agree as follows:
ARTICLE 1. DEFINITIONS
1.1. "Agreement" shall mean this Supply Agreement, including all
attachments and exhibits hereto.
1.2. "FDA" shall mean the United States Food, and Drug Administration
or any successor entity thereto.
1.3. "Product" shall mean the products listed on Exhibit A hereto.
1.4. "Purchase Order" shall mean the order form to be completed and
issued by AutoCyte to Supplier for the purpose of ordering Product on the terms
and conditions of this Agreement.
1.5. "Specifications" shall mean the specifications provided to
Supplier by AutoCyte regarding the characteristics and performance of the
Product and the packaging and labelling information and designs, including
without limitation all art work and pharmacological information, usage
instructions and warnings to be applied to the Product. The Specifications may
be amended from time to time by the written agreement of both parties. Both
parties shall maintain copies of the Specifications and the Specifications shall
be attached as Exhibit A hereto and become part of this Agreement as if
incorporated herein.
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ARTICLE 2. PURCHASE AND SALE OF PRODUCTS; PRICES AND ADJUSTMENTS
2.1. Purchase and Sale of Product. Supplier agrees to manufacture and
provide to AutoCyte all of AutoCyte's requirements for the Product. Supplier
shall provide product in packaged form as reasonably requested by AutoCyte.
Except as otherwise provided in Sections 2.4 and 2.5, AutoCyte agrees to
purchase from Supplier all of its requirements for Product.
2.2. Prices. Attached to this Agreement as Exhibit B is Supplier's
price list and discount schedule for the Product (the "Prices"). The Prices
shall be exclusive of all applicable taxes and shipping costs. Supplier shall
have the right and the obligation to adjust the Prices in response to changes in
the prices of material inputs as specified in Exhibit B hereto.
2.3. Taxes. AutoCyte shall pay to Supplier as a separate item appearing
on each invoice an amount equal to any taxes levied on Prices payable or on the
Product sold hereunder with respect to which AutoCyte does not furnish to
Supplier evidence of lawful exemption. Any such taxes shall be exclusive of any
taxes based on Supplier's income or revenues.
2.4. Right to Alternate Source of Supply. In the event that AutoCyte
can obtain the Product elsewhere at a bona fide price which is less than or
equal to ninety percent (90%) of Supplier's price for such Product then in
effect for a comparable quantity of such Product and on comparable terms and
such lesser price shall be available to AutoCyte for a period of not less than
three (3) months, AutoCyte shall so notify Supplier in writing and submit
documentation to Supplier reasonably demonstrating that AutoCyte can actually
purchase such Product at such lower price during such period and on such terms,
and Supplier will then have an option to match such price and terms. If Supplier
fails to notify AutoCyte within fifteen (15) days after receipt of such notice
that it will match such price and terms, AutoCyte shall have the right to obtain
such Product elsewhere on such price and terms. Nothing in this Section 2.4
shall relieve AutoCyte of any outstanding obligations of AutoCyte with respect
to Products actually ordered from Supplier pursuant to Section 3.1.
2.5. Inability to Supply. In the event that, at any time during the
term of this Agreement, Supplier is unable in any one (1) month to supply the
amount of Product ordered by AutoCyte pursuant to Section 3.1, then AutoCyte may
notify Supplier thereof and Supplier shall have fifteen (15) days to address
such deficiency; provided, however, that AutoCyte and Supplier previously shall
have agreed on tooling and assembly capacity not less than six (6) months prior
to such notification. If such deficiency is not cured within such fifteen (15)
day period, then AutoCyte shall have the right to terminate this Agreement
pursuant to Section 8.3 hereof.
ARTICLE 3. ORDERS, FORECASTS AND PERFORMANCE
3.1. Purchase Orders. From time to time during the term of this
Agreement, AutoCyte shall issue Purchase Orders to Supplier requesting delivery
of specified amounts of the Product. The terms and conditions of this Agreement
will apply to each Purchase Order placed by AutoCyte hereunder.
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3.2. Shipment Schedule. All Product ordered by AutoCyte shall be
delivered to AutoCyte within forty-five (45) days after receipt of the Purchase
Order by Supplier; all Purchase Orders shall be deemed received in accordance
with the provisions of Section 9.1 hereof regarding effectiveness of notice. If
any Purchase Order exceeds by more than twenty percent (20%) the estimate set
forth in the latest sales forecast provided pursuant to Section 3.3, Supplier
shall have an additional fifteen (15) days to deliver to AutoCyte the amount of
Product that exceeds the forecasted amount by more than twenty percent (20%)
(the "Excess Amount"); provided, however, that Supplier shall not be obligated
to deliver any Excess Amount unless AutoCyte and Supplier have agreed to tooling
and assembly capacity as set forth in Section 2.5.
3.3. Sales Forecasts. AutoCyte agrees to provide Supplier, on a monthly
basis, a written forecast of orders expected by it to be placed during the
twelve (12) month period following the date of each forecast with the first
three (3) months of each forecast constituting a firm order. Such forecasts
shall be based on AutoCyte's good faith estimate as of the date thereof; such
forecasts, however, shall not constitute firm orders for Product and shall not
bind AutoCyte in any way, except as provided in this Article 3.
ARTICLE 4. TITLE, DELIVERY AND ACCEPTANCE OF PRODUCTS
4.1. Packing. Supplier will, at its expense, prepare and pack all
Products for shipment. Unless AutoCyte otherwise specifies in writing, all
Products are to be suitably prepared and packed for shipment according to good
commercial practices suitable for the mode of transportation selected in
accordance with the terms of Section 4.2. If AutoCyte requests that Products be
packaged in a manner more stringent and expensive than such standards, AutoCyte
shall bear the additional expense.
4.2. Shipping. AutoCyte shall provide Supplier with written
instructions as to the method of delivery of the Product and Supplier will make
arrangements for shipment of the Product as it is ready for shipment and ship
collect. All Product will be shipped to AutoCyte's facility in Burlington, North
Carolina or to such other location as AutoCyte may specify in writing. In the
event of an unexcused late shipment or delay due to the fault of Supplier,
without limiting any other remedy AutoCyte may have, Supplier shall be
responsible for any increased transportation and handling charges attributable
to AutoCyte's selection of an express means of shipment.
4.3. Risk of Loss. Title and risk of loss for all Product shall pass
from Supplier to AutoCyte upon delivery of the Product to the location
designated by AutoCyte.
4.4. Invoices. Supplier shall invoice AutoCyte for all Product upon
delivery of the Product to the location designated by AutoCyte. Supplier shall
send such invoices to AutoCyte by first class mail, postage prepaid, at an
address specified by AutoCyte. Invoices for all Product shall be due and payable
within thirty (30) days after the mailing date.
4.5. Inspection & Acceptance. AutoCyte shall inspect each shipment upon
its arrival at the specified destination for shortage, loss or damage apparent
under reasonable visual inspection and shall have the right to test such
shipment for functional compliance with the Specifications. In the event that
any such inspection reveals that any shipment of Product does
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not conform with the terms of the applicable Purchase Order or this Agreement,
AutoCyte may reject it by giving written notice to Supplier within three (3)
days of AutoCyte's receipt of the same, which notice shall specify the manner in
which the shipment fails to conform with the applicable Purchase Order or this
Agreement. In the event that any such test reveals that any shipment of Product
does not conform with the Specifications, AutoCyte may reject it by giving
written notice to Supplier within fourteen (14) days of AutoCyte's receipt of
the same, which notice shall specify the manner in which the shipment fails to
conform with the Specifications. Failure by AutoCyte to forward such
notification to Supplier within three (3) days or fourteen (14) days of receipt
shall constitute a waiver of claims for shortage, loss or damage and of claims
for failure to meet the Specifications, respectively. Such rejected Product
shall be returned to Supplier at Supplier's expense.
ARTICLE 5. SUPPLIER'S OBLIGATIONS
5.1. Back-Up Inventory. Supplier shall maintain an adequate back-up
inventory of Product to meet AutoCyte's purchase orders, to replace rejected
Product and other similar situations. Such inventory level shall be mutually
agreed by the parties. Supplier will notify AutoCyte promptly if such back-up
inventory falls below such agreed upon level and include the reason for the
lower level. The parties will discuss and agree upon a course of action to solve
the problem; provided, however, that such agreement shall act in no way as a
waiver of AutoCyte's rights or remedies herein if Supplier fails to deliver
Product under the provisions of this Agreement.
5.2. Changes. Supplier shall not change the specified raw materials or
processes used in the manufacture of Product without the prior written consent
of AutoCyte, which consent shall not be unreasonably withheld.
5.3. Certificates of Manufacturing Compliance. Supplier shall provide
for each lot of Product purchased a certificate of manufacturing compliance
containing the types of information that shall have been approved by AutoCyte
and certifying that the lot of Product was manufactured in accordance with the
Specifications and with the Quality System regulations of the FDA or other
applicable governmental regulatory agency ("QS"), as the same may be amended
from time to time. Supplier shall advise AutoCyte immediately if an authorized
agent of the FDA, of any other governmental regulatory agency or of any
nongovernmental, independent standards entity (including the International
Standards Organization) visits any of Supplier's manufacturing facilities, or
the facilities where the Product is being manufactured, concerning the Product.
Supplier shall furnish to AutoCyte the complete report by such agency or entity
of such visit, and any amendments or supplements thereto, to the extent that
such report, or any amendment or supplement thereto, relates to the Product, and
the application of such report, or any amendments or supplements thereto, to the
Product, if any, within ten (10) business days of Supplier's receipt of such
report, or any amendment or supplement thereto. Supplier also shall furnish to
AutoCyte its response to such report, or any amendment or supplement thereto, at
the same time it delivers such report, or any amendment or supplement thereto,
to such agency or entity.
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5.4. Access to Facilities. Notwithstanding the limitations of remedies
in Article 6 hereof, AutoCyte shall have the right to inspect those portions of
the manufacturing facilities of Supplier where the Product is being manufactured
once annually to ascertain compliance with the Specifications and with QS and up
to three additional times in any calendar year in which Supplier significantly
changes its manufacturing process for the Product. If the FDA, any other
applicable governmental regulatory agency or any nongovernmental, independent
standards entity (including the International Standards Organization) issues any
notice to the effect that Supplier has failed to comply with any law or
regulation in connection with the manufacture of the Product, or if Supplier
delivers nonconforming Product, then AutoCyte shall have the right to inspect
such portions of the manufacturing facilities of Supplier that relate to the
manufacture of Product upon reasonable notice and during normal business hours
as often as is reasonably necessary to ascertain that Supplier is correcting
such failure in an expedient manner.
ARTICLE 6. WARRANTIES
6.1. Warranty. Supplier warrants that the Product shall conform to the
Specifications. In the event that any Product is determined, pursuant to Section
4.5 or otherwise, not to conform to the Specifications, Supplier agrees, at
AutoCyte's option, to replace or issue a credit and/or a full refund for such
nonconforming Product. Should AutoCyte choose to have the nonconforming Product
replaced, Supplier agrees (i) to use its best efforts to effect such replacement
within one (1) week of receipt of written notice from AutoCyte of such defect or
nonconformity and (ii) to replace such nonconforming Product with Product from a
different production lot. Supplier shall pay for the return shipment of Product
for which Supplier has warranty liability hereunder and for the shipment of
replacements.
6.2. Compliance with the Federal Food, Drug and Cosmetic Act. Supplier
warrants that all Product delivered to AutoCyte pursuant to this Agreement will
at the time of such delivery, not be adulterated within the meaning of the
Federal Food, Drug and Cosmetic Act, as amended (the "Act"), as applicable, or
within the meaning of any applicable state or municipal law in which the
definition of adulteration is substantially the same as that contained in the
Act, as such Act and such laws are constituted and effective at the time of
delivery, and will not be an article which may not, under the provisions of such
Act, be introduced into interstate commerce. In the event that AutoCyte
determines, pursuant to Section 4.5 or otherwise, that Supplier has breached the
warranty in this Section 6.2, then AutoCyte shall have the remedy provided in
Section 6.1 hereof. Notwithstanding anything to the contrary in this Section,
Supplier's warranty hereunder does not extend to any packaging or labelling
provided by, or at the direction of, AutoCyte.
6.3. Limitations of Warranties. The warranties provided in this
Agreement shall not extend to any Product that has been physically damaged or
misused or improperly stored or altered by personnel other than those employed
by Supplier, or persons acting at Supplier's direction or with its consent.
6.4. DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES
EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER DISCLAIMS, AND AUTOCYTE
ACKNOWLEDGES THAT SUPPLIER HAS NOT MADE,
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ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Supplier
neither assumes nor authorizes AutoCyte or any other person to assume on its
behalf any other product warranty in connection with Products sold under this
Agreement.
6.5. Limitation of Remedies. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE
PROVISIONS OF THIS ARTICLE 6 SET FORTH AUTOCYTE'S EXCLUSIVE REMEDY, AND
SUPPLIER'S SOLE LIABILITY, ON ANY CLAIM, WHETHER TORT, CONTRACT, OR OTHERWISE
ARISING OUT OF THIS AGREEMENT AND IN NO EVENT SHALL SUPPLIER BE LIABLE FOR
INDEMNIFICATION OF AUTOCYTE ON ACCOUNT OF ANY CLAIM ASSERTED AGAINST AUTOCYTE OR
FOR ANY OTHER FURTHER DAMAGE, COST, EXPENSE OR LIABILITY OF ANY KIND WHATSOEVER
WHETHER DIRECT OR INDIRECT, INCLUDING WITHOUT LIMITATION INCIDENTAL OR
CONSEQUENTIAL DAMAGES TO AUTOCYTE OR ITS CUSTOMERS ARISING FROM OR RELATED TO
ANY DEFECT IN MATERIALS OR WORKMANSHIP.
ARTICLE 7. FORCE MAJEURE
7.1. Force Majeure. If performance of any part of this Agreement by
AutoCyte or Supplier is prevented or delayed by reason of any cause beyond the
control of, and without the fault of, the party affected, (including, without
limitation, acts of God, acts of civil or military authority, failure of
subcontractors to perform, inability to obtain component parts, work stoppages,
fires, floods, epidemics, wars and riots) the party affected shall be excused
from such performance to the extent that it is necessarily prevented or delayed
by any such cause during the continuance thereof. Notwithstanding the foregoing,
in the event that any delay or failure to perform by Supplier by reason of force
majeure shall extend beyond three (3) months, AutoCyte shall have the right to
terminate this Agreement pursuant to Section 8.3.
ARTICLE 8. TERM, DEFAULT AND TERMINATION
8.1. Term. Performance under this Agreement will commence on the
Effective Date and continue for a term of four (4) year from the Effective Date,
unless terminated earlier in accordance with Section 8.3. Thereafter,
performance under this Agreement shall continue and this Agreement shall govern
the relationship of the parties for additional two (2) year terms unless either
party notifies the other no later than two years before the expiration of the
original four (4) years term or any additional two (2) years term that this
Agreement will terminate upon the expiration of such term.
8.2. Default. Either party shall be in default under this Agreement if
it fails to perform any of its covenants, warranties, undertakings,
representations or obligations contained in this Agreement which has not been
waived in writing by the non-defaulting party and which the defaulting party
fails to remedy to the satisfaction of the non-defaulting party within thirty
(30) days after written notice thereof has been given by the non-defaulting
party to the defaulting party. Either party shall also be in default under this
Agreement if it makes an assignment for the benefit of its creditors; files an
action or petition for relief under applicable bankruptcy or
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insolvency laws; has filed against it an involuntary petition to have it
declared bankrupt in which it acquiesces or which is not dismissed within sixty
(60) days from the date of such filing or the appointment of a receiver for its
business.
8.3. Termination upon Default. Upon default by either party under
Section 8.2, the non-defaulting party may give notice of its intention to
terminate this Agreement, and the defaulting party shall have thirty (30) days
from the date of such notice to cure the default. If the default is not cured
within such thirty (30) day period, the non-defaulting party shall have the
right to terminate this Agreement. The failure of the non-defaulting party to so
terminate this Agreement shall not constitute a waiver of any of its other
rights with respect such default and shall not preclude it from giving a notice
under this Section 8.3 to the defaulting party with regard to the same or
similar defaults at any time in the future.
8.4. Termination Upon Change in Control. Without regard to default by
Supplier, AutoCyte may terminate this Agreement, effective immediately, upon
written notice to Supplier in the event of a change in voting control of the
Supplier, a merger of the Supplier with or into, or the sale or lease by the
Supplier of all or substantially all of its business to a third party that is
competitive in any way to AutoCyte, as reasonably determined by AutoCyte.
8.5. Termination for Convenience. Without regard to default by
Supplier, AutoCyte may terminate this Agreement for its own convenience at any
time prior to the termination date by giving ten (10) days prior written notice
to Supplier and paying to Supplier the total of all monies due and accruing to
Supplier under this Agreement up to the date of termination, if for any
consecutive twelve (12) month period AutoCyte has purchased all of its
requirements for the Products from alternate suppliers in accordance with the
terms of Sections 2.4 hereof.
8.6. Effect of Termination and Survival. Expiration or termination of
this Agreement for any reason shall not relieve the parties of any obligation
accruing prior to such expiration or termination. The provisions of Article 7
("Warranties") shall survive the expiration or termination of this Agreement.
8.7. Return of Molds and Manufacturing Goods. Upon termination of this
Agreement for any reason, Supplier immediately shall return to AutoCyte any
molds or manufacturing goods specifically ordered and paid for by AutoCyte for
the production of the Product in accordance with the packing and shipping
instructions included with AutoCyte's notice of termination, or otherwise
provided to Supplier by AutoCyte. Notwithstanding the foregoing, Supplier shall
have no obligation to return any molds or manufacturing goods specifically
ordered and paid for by AutoCyte until all outstanding invoices have been paid
by AutoCyte.
ARTICLE 9. MISCELLANEOUS
9.1. Notices. Any notices permitted or required by this Agreement shall
be in writing and shall be sent by facsimile, registered mail or a recognized
private mail carrier service to the addresses set forth below, or to such other
address as may be designated by a party in writing. Such notice shall, (i) if
given by facsimile, be effective upon receipt thereof by the recipient's
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facsimile machine as indicated either in the sender's identification line
produced by recipient's fax machine or in the sender's transmission confirmation
report as produced electronically by sender's telecopy machine, (ii) if sent by
registered mail, on the tenth day after it has been deposited in the mails, or
(iii) if sent by recognized private mail carrier service, on the second business
day in the jurisdiction of the recipient after delivery to the carrier.
If to
AutoCyte: AutoCyte, Inc.
000 Xxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to: Xxxxxx & Dodge LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to
Supplier: Technical Precision Plastics, Inc.
0000 Xxxxxxx Xxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to: Xxxxxx & Xxxx, LLP
00 XX Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attention:
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
9.2. Severability. If any provision of this Agreement or the application of
any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstances other than those to which it is so determined to be
invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted
by law.
9.3. Independent Parties. This Agreement shall not be deemed to create any
partnership, joint venture, or agency relationship between the parties. Each
party shall act hereunder as an independent contractor.
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9.4. Applicable Law. This Agreement shall be governed and construed and
interpreted in accordance with the laws of the State of North Carolina,
excluding its conflict of laws principles.
9.5. Waiver. Any failure by any party to this Agreement to comply with any
of its obligations, agreements or covenants hereunder may be waived by Supplier
in the case of a default by AutoCyte and by AutoCyte in the case of a default by
Supplier.
9.6. Entire Agreement. This Agreement and the exhibits hereto embody the
entire Agreement and understanding of the parties hereto and supersede any prior
agreement or understanding between the parties. This Agreement cannot be amended
or terminated orally, but only by a writing duly executed by the parties. No
course of dealing or usage of trade shall be used to modify the terms and
conditions herein. Any preprinted terms or conditions on any purchase order or
order acknowledgement used hereunder shall be null and void and shall have no
effect.
9.7. Headings. Headings of the Sections in this Agreement are for
reference purposes only and shall not be deemed to have any substantive effect.
9.8. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
9.9. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other; provided, however, that AutoCyte may,
without such consent, assign its rights and obligations under this Agreement in
connection with a merger, consolidation or sale of all or substantially all of
its assets; provided further, however, that AutoCyte's rights and obligations
under this Agreement shall be assumed by its successor in interest in any such
transaction and shall not be transferred separate from all or substantially all
of its other business assets. Any purported assignment in violation of the
preceding sentence shall be void. Any permitted assignee shall assume all
obligations of its assignor under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized representatives.
AUTOCYTE, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Finance and
Chief Financial Officer
TECHNICAL PRECISION PLASTICS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
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"Portions of this agreement have been deleted pursuant to a request for
confidential treatment. Such portions are indicated by asterisks."
Exhibit A
Product Specifications & Packaging/Labelling Requirements
Product: Preservative Vial:
*****************************************************
*****************************************************
*****************************************************
*****************************************************
****************************************************.
Cyringe Assembly:
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
****************************************************.
Settling Column Assembly:
*****************************************************
*****************************************************
*****************************************************
****************************************************.
Specifications: The attached drawings #1, #2 and #3 are Supplier's
drawing/specifications and are based on
*****************************.
*********************************************
*****************************************************
*****************************************************
****************************************************.
*********************************************
*****************************************************
*****************************************************
****************************************************.
*********************************************
****************************************************.
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"Portions of this agreement have been deleted pursuant to a request for
confidential treatment. Such portions are indicated by asterisks."
[Drawings #1, #2 and #3 to Exhibit A Omitted]
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"Portions of this agreement have been deleted pursuant to a request for
confidential treatment. Such portions are indicated by asterisks."
Exhibit B
Prices and Adjustment Mechanism
Unit Prices (Current Molds)
(Includes packaging as agreed)
Preservative Vial
Release Quantity *** per year
Price per Thousand $*****
Cyringe Assembly
Release Quantity *** per year
Price per Thousand $*****
Settling Chamber Assembly
Release Quantity *** per year
Price per Thousand $*****
Unit Prices (New Molds)
(Includes packaging as agreed)
Preservative Vial
Release Quantity *** per year
Price per Thousand $*****
Cyringe Assembly
Release Quantity *****
Price per Thousand *****
Settling Chamber Assembly
Release Quantity *** per year
Price per Thousand $*****
Price Adjustments: Supplier shall revise the above prices, upon ************
prior written notice to AutoCyte, to reflect any increase or decrease of $****
or more in the **************** used by Supplier in the manufacture of the
Products. Supplier also may adjust the prices on a direct pass-through basis for
any changes in the costs for ***************************.
Supplier shall not adjust the price more frequently than once every
**********. Supplier shall provide AutoCyte with documentation of its cost of
********, ******, *****, *****, etc. and disclose prevailing material price
increases or decreases to AutoCyte during all price negotiations.
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