EXHIBIT 10.67
*** Text Omitted and Filed Separately
Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4),
200.83 and 240.24b-2
CONFIDENTIAL
PURCHASE AND LICENSE AGREEMENT
This PURCHASE AND LICENSE AGREEMENT (the "Agreement") effective as of the last
date of execution below (the "Effective Date") is made by and between Specialty
Laboratories (hereinafter referred to as "SPECIALTY"), a California corporation
having its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx,
Xxxxxxxxxx 00000 and Sequenom, Inc., a Delaware corporation having its principal
place of business at 00000 Xxxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "SEQUENOM").
RECITALS
WHEREAS, SEQUENOM has expertise in the development and utilization of mass
spectrometry for biopolymer analysis, and expertise in biopolymer assay design
(MassARRAY(TM)Assays), and more specifically, has developed SEQUENOM's
proprietary MassARRAY(TM) technology for high-throughput DNA analysis
(hereinafter "MassARRAY");
WHEREAS, SPECIALTY desires to purchase certain MassARRAY Products (as
hereinafter defined) from SEQUENOM to be used for SPECIALTY's Internal Research
Purposes (as hereinafter defined), and Commercial Diagnostics Services (as
hereinafter defined) and also desires that SEQUENOM design MassARRAY Assays (as
hereinafter defined) for SPECIALTY, for these Purposes and Services;
WHEREAS, SEQUENOM is willing to supply MassARRAY Products and to design
MassARRAY Assays for SPECIALTY in accordance with the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, SPECIALTY and SEQUENOM (each a "party" and collectively the "parties")
agree as follows:
ARTICLE 1. DEFINITIONS
1.1 "Affiliate" shall mean with respect to either party, a person or entity,
including without limiting the generality of the foregoing, organizations,
corporations, partnerships and joint ventures, that directly or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with such person or entity. "Control" (and, with correlative
meanings, the term "controlled by" and "under common control with") means
the possession of the power to direct or cause the direction of the
management and policies of such person or entity, whether through the
ownership of voting stock, by contract or otherwise. In the case of a
corporation, "control" shall mean, among other things, the direct or
indirect ownership of fifty percent (50%) or more of its outstanding voting
stock.
1.2 "Commercial Diagnostics Services" shall mean developing, validating and
performing in-house genotyping services in conjunction with a clinical
diagnostic test to detect known disease mutations or known prognostic
polymorphisms for specialty customers.
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1.3 "Element" shall mean the SpectroCHIP(TM)technology, and the Reaction
Components B, as set forth in Appendix B, required for the MassARRAY System
to produce a mass spectrum from the reaction products located at a single
defined area (a.k.a. "Position") located on the SpectroCHIP, **************
***************************************************************************
**************************************************************************.
By way of example, for the 96-D SpectroCHIP, each SpectroCHIP contains
ninety six (96) Positions, so that for the MassARRAY System processing a
SpectroCHIP that has a biopolymer sample *******************************,
ninety six (96) Elements are used and consumed under this definition.
1.4 "Exclusive Rights" means rights to the exclusion of SEQUENOM.
1.5 "Internal Research Purposes" shall mean purposes and activities within
SPECIALTY that are limited to research and development activities involving
discovery, testing, confirming or validating SNP Associations. Internal
Research Purposes does not mean and is not meant to include activities
performed under grant money, funding, and non-funding arrangements with
third party companies, enterprises, or institutions (for example, but not
limited to pharmaceutical research or manufacturing organizations) under
which results, products, or information from such activities are to be
provided to the third party.
1.6 "MassARRAY Assay" or "Assay" shall mean an assay for the purpose of
genotyping a particular Proprietary SNP or Non-proprietary SNP or a group
of more than one Proprietary or Non-Proprietary SNPs, and that may be used
with MassARRAY Products for performing MassEXTEND(TM)Methods and Processes.
1.7 "MassARRAY Products" shall mean the MassARRAY System (as described in
Appendix A hereto), the MassARRAY Kit (as described in Appendix B hereto),
and the additional MassARRAY Consumables (as described in Appendix C
hereto).
1.8 "MassEXTEND(TM) Methods and Processes" shall mean SEQUENOM's proprietary
MassEXTEND(TM) reactions claimed under Patent Rights including United
States Patent Application Serial No. *********, related applications, and
foreign equivalents thereof.
1.9 "Net Revenue" means the amount invoiced by SPECIALTY to its customers for a
SPECIALTY Product or Service (i) less cash discounts and/or quantity
discounts allowed, (ii) less sales and use taxes, duties or other
government tariffs and other similar taxes incurred and government mandated
rebates, (iii) less accruals for estimated contract rebates, bid rebates,
Medicaid rebates and any other similar rebates as SPECIALTY may be required
to pay from time to time, and (iv) in the event that SPECIALTY must make
royalty payments to third parties under licenses for any patents that are
necessary (in the reasonable judgment of SPECIALTY) to develop, make, have
made, use, sell, have sold or import a SPECIALTY Product or Service (a
"Third Party Royalty"), then less such Third Party Royalty, provided that
in no event shall such reduction for Third Party Royalties be collectively,
in the aggregate, more than ***** of the amount invoiced by
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SPECIALTY for such SPECIALTY Product or Service. All of the foregoing
shall be determined in accordance with standard accounting methods.
1.10 "Non-proprietary SNP" shall mean a SNP that is not claimed under Patent
Rights of SPECIALTY and that is not Confidential Information of SPECIALTY.
1.11 "Patent Rights" shall mean ownership of or license rights to (i) any
United States, or foreign patent application, (ii) any issued United
States or foreign patent and (iii) any continuation, continuation-in-part,
divisional, reissue, re-examination, renewal, substitution, addition,
extension, supplementary protection certificate or foreign counterpart
thereof of any of the foregoing.
1.12 "Proprietary SNP" shall mean a SNP that is claimed under Patent Rights of
SPECIALTY or that is Confidential Information of SPECIALTY.
1.13 "SEQUENOM Know-How" shall mean any and all proprietary data, information,
know-how, inventions, trade secrets, copyrights, regulatory submissions or
other intellectual property of any kind, other than Patent Rights, owned
or controlled by SEQUENOM as of the Effective Date or during the term of
this Agreement.
1.14 "SNP" shall mean a single nucleotide polymorphism.
1.15 "SNP Association" shall mean an association between one or more SNPs and a
phenotype, including but not limited to the presence of, or susceptibility
for, any disease or condition in humans, or response to a drug.
1.16 "SPECIALTY Product or Service" means a tangible or intangible item,
information, services, or any combination thereof that SPECIALTY sells,
offers for sale, or otherwise provides to a customer that incorporates,
utilizes, or is generated from the use of, a MassARRAY Assay.
1.17 "Territory" means the United States.
ARTICLE 2. PURCHASING, ORDERS, AND REQUESTS
FOR ASSAY DESIGN SERVICES
2.1 SPECIALTY agrees to purchase MassARRAY Products as identified in
Appendices A and B, and optionally those provided in Appendix C, and
SEQUENOM agrees to sell and deliver MassARRAY Products to SPECIALTY . Such
purchase, sale, and delivery shall be under the terms of this Agreement.
2.2 This Agreement contains the exclusive terms and conditions which apply to
all purchases of MassARRAY Products, notwithstanding any acknowledgment or
other business forms ("forms" meaning and including SPECIALTY purchase
orders) transmitted by SEQUENOM or SPECIALTY. All orders for MassARRAY
Products must reference this
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Agreement and all SEQUENOM and SPECIALTY acknowledgments and transmittals
will reference this Agreement and the applicable SPECIALTY purchase order.
2.3 This Agreement does not constitute a purchase order. Purchases hereunder
shall be made utilizing SPECIALTY's written purchase orders issued by
SPECIALTY.
2.4 All orders for MassARRAY Products must specify delivery within ninety (90)
days from the order date. All orders are subject to acceptance by
SEQUENOM, such acceptance not to be unreasonably withheld, and to product
availability. All orders accepted by SEQUENOM are firm and non-cancelable
and SEQUENOM shall use its best efforts to fill such orders within ninety
(90) days from the order date.
2.5 SPECIALTY will use its best efforts to supply SEQUENOM with a forecast of
its intended purchases on at least a quarterly basis, and SEQUENOM shall
use its best efforts to meet such forecast.
2.6 When requested by SPECIALTY, SEQUENOM agrees to design MassARRAY Assays to
be used by SPECIALTY subject to the pricing and other limitations set
forth in Articles 4 and 5 below. SPECIALTY shall request a group of
MassARRAY Assays at a time, with the number of Assays in such group to be
mutually agreed upon by the parties, and SPECIALTY shall provide SEQUENOM
with the identity of, known alleles of, and local sequence information
surrounding the SNPs to be genotyped with the MassARRAY Assays. A
MassARRAY Assay includes the nucleotide sequence information of the
amplification and extension primers, as well as allele-specific mass
values, that are necessary for performing the Assay. Physical samples of
primers in aliquot form and/or validation of a MassARRAY Assay will only
be provided by SEQUENOM at SPECIALTY's additional expense and subject to
the agreement of and at a price to be determined by the parties. SPECIALTY
will be responsible for and bear all of the costs associated with
purchasing and performing quality control experiments on all MassARRAY
Assays that it uses or plans to use, and will bear the complete cost and
responsibility and provide all resources and documentation necessary for
compliance with CLIA guidelines and requirements.
2.7 In consideration for the pricing, fees, royalties, and license rights set
forth in Articles 4 and 5, SPECIALTY has agreed, to use its best
commercial efforts to utilize MassARRAY Assays for all of the clinical
diagnostic areas of interest identified in Appendix D.
ARTICLE 3. DELIVERY, SHIPMENT AND RISK OF LOSS
3.1 Delivery of MassARRAY Products is subject to acceptance of the order by
SEQUENOM, such acceptance not to be unreasonably withheld and to product
availability, and to SEQUENOM's lead times which may change from time to
time.
3.2 SEQUENOM will ship according to SEQUENOM's standard commercial practice.
All shipments by SEQUENOM shall be FOB SEQUENOM's point of manufacture in
the United States. Title to and risk of loss for the MassARRAY Products
shall pass to
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SPECIALTY upon delivery by SEQUENOM to a carrier designated by SPECIALTY
or selected by SEQUENOM if SPECIALTY does not designate a carrier. Special
packing or shipping instructions requested by SPECIALTY must be agreed to
by SEQUENOM in writing, and any charges will be billed to SPECIALTY.
ARTICLE 4. PRICE AND PAYMENT TERMS
4.1 MassARRAY System Price. SPECIALTY agrees to purchase one MassARRAY System
----------------------
(as set forth in Appendix A) for which SPECIALTY has agreed to pay
*********** *******************************. Payment will be made to
SEQUENOM within thirty (30) days of execution of this Agreement. Payment
must be received by SEQUENOM prior to delivery and installation of the
MassARRAY System. Delivery and installation of the MassArray system to
occur within ninety (90) days of execution of this agreement.
4.2 Upgrade. SEQUENOM agrees to upgrade, ************to SPECIALTY the
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MassARRAY System purchased by SPECIALTY pursuant to section 4.1 to provide
a capacity for simultaneously processing three hundred eighty four (384)
samples after such upgrade becomes commercially available and agrees that
such upgrade shall include replacement of components of the MassARRAY
System installed at SPECIALTY if necessary to achieve such capacity.
Further, if a technology is made commercially available by SEQUENOM for
upgrading or replacing its present nanoliter transfer device
configuration, SEQUENOM will provide SPECIALTY will ****************credit
toward the list purchase price of an upgraded or replacement nanoliter
transfer device in exchange for return of the present transfer device
configuration. In addition, subject to mutual agreement of the parties,
SPECIALTY will be considered and may be included as a beta test site for
the introduction of new products by SEQUENOM.
4.3 MassARRAY Kit Price. The price of a MassARRAY Kit is *******************
-------------------
*****************. This price for the MassARRAY Kit is based upon a fee of
*** *********************** per Element. This price is for the MassARRAY
Kit set forth in Appendix B, each Kit including a ten (10) chip 384-D
SpectroCHIP(TM) pack, wherein each SpectroCHIP(TM) chip contains three-
hundred eighty four (384) Positions. Until the 384-D SpectroCHIP becomes
available, SEQUENOM will sell SPECIALTY MassARRAY Kits that include a ten
(10) chip 96-D SpectroCHIP(TM) pack, wherein each SpectroCHIP(TM) chip
contains ninety six (96) Positions, for a price of ***************
**************************. This price for MassARRAY Kits having the ten
(10) chip 96-D SpectroCHIP(TM) pack is based upon the same fee of
****************** ******* per Element. Should the parties agree to extend
this Agreement beyond its two (2) year duration, SEQUENOM reserves the
right to adjust the price for its MassARRAY Kits at its option, but not
above fair market price. Payments for the MassARRAY Kits will be due
thirty (30) days from the date of shipment. Upon shipment of MassARRAY
Kits, SEQUENOM will submit an invoice reflecting an invoice number, date,
remit to address, purchase order number, quantity ordered, unit price, and
any applicable tax and shipping and handling charges. The configuration of
the MassARRAY Kit may change and/or be improved from time to time and may
or may not be accompanied by a change
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in purchase price, although the fees per Element agreed to will not
increase during the two (2) year duration of this Agreement .
4.4 Additional MassARRAY Consumables. Current prices for additional MassARRAY
--------------------------------
Consumables used in performing SEQUENOM's proprietary MassEXTEND Methods
and Processes are shown in Appendix C and may also be purchased by
SPECIALTY at its option, subject to the same terms and conditions of this
Agreement that apply to MassARRAY Kits. These additional MassARRAY
Consumables include reagents required for DNA extraction, preparation and
amplification; enzyme and nucleotide mixes required for the MassEXTEND
reaction; and positive controls.
4.5 Sales Tax. For all purchases, SEQUENOM will add to the purchase price,
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applicable sales tax for all shipments to California and Massachusetts
destinations.
4.6 SEQUENOM MassARRAY Assay Design Services. SEQUENOM will design and develop
----------------------------------------
MassARRAY Assays requested by SPECIALTY, subject to the provisions below,
for an Assay Fee according to the following schedule:
in silico MassARRAY Assays
--------------------------
4.6.1 MassARRAY Assays for Non-Proprietary SNPs will be provided in
silico, in either monoplex or biplex formats, without validation, by
SEQUENOM to SPECIALTY, **************.
4.6.2 MassARRAY Assays for Proprietary SNPs that SPECIALTY will maintain
Exclusive Rights to, will be provided in silico, in either monoplex
or biplex formats, without validation, by SEQUENOM to SPECIALTY for
an Assay Fee of ************** per Assay. Should SPECIALTY request
an in silico MassARRAY Assay for a Proprietary SNP and should
SPECIALTY also be willing to permit SEQUENOM to sell or otherwise
provide the same MassARRAY Assay to other SEQUENOM customers,
SEQUENOM will design (in either a monoplex or biplex format) the
MassARRAY Assay, without validation, and provide the Assay to
SPECIALTY, *********.
Validated MassARRAY Assays
--------------------------
4.6.3 For Non-Proprietary SNPs, SEQUENOM will design (in either a monoplex
or biplex format) and validate MassARRAY Assays and provide the
Assays to SPECIALTY for an Assay Fee of ********************* per
Assay.
4.6.4 For Proprietary SNPs that SPECIALTY will maintain Exclusive Rights
to, SEQUENOM will design (in either a monoplex or biplex format) and
validate MassARRAY Assays and provide the Assays to SPECIALTY for an
Assay Fee of ************************* per Assay. Should SPECIALTY
request a MassARRAY Assay for a Proprietary SNP and should SPECIALTY
also be willing to permit SEQUENOM to sell or otherwise provide the
same
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MassARRAY Assay to other SEQUENOM customers, SEQUENOM will design
(in either a monoplex or biplex format) and validate the MassARRAY
Assay and provide the Assay to SPECIALTY for an Assay Fee of
**************** per Assay.
4.6.5 For any and all Proprietary SNPs that SPECIALTY will maintain
Exclusive Rights to, SPECIALTY will specifically identify such
Proprietary SNPs to SEQUENOM in writing prior to the performance of
any Assay Design Services by SEQUENOM.
4.6.6 For any Assays (in silico or validated) requested by SPECIALTY to be
provided in a format other than in a monoplex or biplex format, the
Assay Fee will be determined by Sequenom on a case by case basis.
Further, while SEQUENOM will use commercially reasonable efforts to
provide MassARRAY Assays requested by SPECIALTY, depending upon the
Assay complexity, as well as operational, administrative, technical,
and biological limitations that may exist, SEQUENOM reserves the
right to refuse Assay Design Services under appropriate
circumstances upon notice to SPECIALTY of the same.
ARTICLE 5. LICENSE AND ROYALTIES
5.1 With the purchase of MassARRAY Kits, SEQUENOM grants SPECIALTY a non-
exclusive, limited right to use, without the right to sublicense or
otherwise permit third parties to use, the MassARRAY Kits, in conjunction
with the MassARRAY System, for the defined Internal Research Purposes,
within the Territory. The MassARRAY Kits provided under this Agreement may
be used in performing SEQUENOM's proprietary MassEXTEND(TM) Methods and
Processes claimed under Patent Rights including United States Patent
Application Serial No. *********, related applications, and foreign
equivalent Patent Rights. The pricing of the MassARRAY Kit set forth in
section 4.3 includes a prepaid royalty in consideration for which SEQUENOM
grants SPECIALTY a non-exclusive right, without transfer or sublicense
rights, under United States Patent Application Serial No. *********, and
related applications, and SEQUENOM Know-How, to use the MassARRAY Kits to
perform SEQUENOM's proprietary MassEXTEND(TM) Methods and Processes, such
right granted being limited to the number of Elements provided per
MassARRAY Kit purchased, and such right granted being limited to use by
SPECIALTY for the defined Internal Research Purposes, in the Territory.
5.2 MassARRAY Assays
5.2.1 MassARRAY Assays Designed and Developed by SEQUENOM
----- ---------------------------------------------------
For MassARRAY Assays designed and developed solely by SEQUENOM for
either Non-Proprietary SNPs or for Proprietary SNPs that SPECIALTY
will not maintain Exclusive Rights to, SEQUENOM hereby grants
SPECIALTY a nonexclusive license, without sublicense or transfer
rights, to use MassARRAY
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Assays designed and developed by SEQUENOM in conjunction with the
MassARRAY Products and MassEXTEND Methods and Processes, for
SPECIALTY's Commercial Diagnostics Services, in the Territory, in
consideration for a royalty payment to SEQUENOM of ************** of
Net Revenues associated with such Commercial Diagnostics Services.
For MassARRAY Assays designed and developed by SEQUENOM (for
Proprietary SNPs that SPECIALTY will maintain Exclusive Rights to) a
separate license agreement for Commercial Diagnostics Services will
be negotiated in good faith based upon factors including MassARRAY
Assay and MassARRAY Product volume commitments by SPECIALTY and a
time limited period of exclusivity, in exchange for a royalty
payment to SEQUENOM, all to be negotiated hereafter.
5.2.2 MassARRAY Assays Designed and Developed by SPECIALTY
----- ----------------------------------------------------
For MassARRAY Assays designed and developed solely by SPECIALTY,
SEQUENOM hereby grants SPECIALTY a nonexclusive license, without
sublicense or transfer rights, to use MassARRAY Products and
MassEXTEND Methods and Processes in conjunction with the MassARRAY
Assays designed and developed by SPECIALTY for SPECIALTY's
Commercial Diagnostics Services, in the Territory, in consideration
for a royalty payment to SEQUENOM of ************** of Net Revenues
associated with such Commercial Diagnostics Services.
5.2.3 MassARRAY Assays Jointly Designed and Developed by SEQUENOM and
----- ---------------------------------------------------------------
SPECIALTY
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For MassARRAY Assays jointly designed and developed by SEQUENOM and
SPECIALTY, SEQUENOM hereby grants SPECIALTY an exclusive license,
limited to a period of eighteen (18) months from Assay validation,
without sublicense or transfer rights, to use MassARRAY Assays
jointly designed and developed by SEQUENOM and SPECIALTY in
conjunction with the MassARRAY Products and MassEXTEND Methods and
Processes, for SPECIALTY's Commercial Diagnostics Services, in the
Territory, in consideration for a royalty payment to SEQUENOM of
************* of Net Revenues associated with such Commercial
Diagnostics Services. At the expiration of the eighteen (18) month
exclusive license period, SPECIALTY is granted a nonexclusive
license without sublicense or transfer rights, to use MassARRAY
Assays jointly designed and developed by SEQUENOM and SPECIALTY in
conjunction with the MassARRAY Products and MassEXTEND Methods and
Processes, for SPECIALTY's Commercial Diagnostics Services, in the
Territory, in consideration for a royalty payment to SEQUENOM of
**************** of Net Revenues associated with such Commercial
Diagnostics Services.
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5.2.4 Unaffected Rights of SEQUENOM
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Further, nothing in this Agreement is meant to prevent SEQUENOM or
other SEQUENOM customers from developing, using, and selling new
MassARRAY Assays based on independently discovered SNPs (or other
form of marker) associated with one or more of the areas identified
in Appendix D provided that such development, use, or sale is not
based upon any Confidential Information of SPECIALTY.
5.3 The purchase price and royalty terms agreed to under Article 4 and this
Article 5 of this Agreement, are based upon the parties' mutual
understanding of the restrictions and limited rights placed on SPECIALTY's
use of MassARRAY Products and MassARRAY Assays provided for under this
Article. Any other uses of the MassARRAY Products and Assays, and any terms
and conditions related thereto, must be agreed to, in writing, by the
parties. With the exception of the rights granted under this Article 5, no
other right or license is granted to SPECIALTY either directly, indirectly,
by implication, estoppel, or otherwise by SEQUENOM under this limited
grant.
5.4 Except as otherwise expressly provided in this Agreement, under no
circumstances shall a party hereto, as a result of this Agreement, obtain
any ownership interest in or other right to any technology, know-how,
Patent Rights, data, products, or biological materials of the other party,
including items owned, controlled or developed by the other party, or
transferred by the other party to said party, at any time pursuant to this
Agreement. Any compounds, technology or know-how derived, developed or
acquired by either party independent of this Agreement or Confidential
Information derived from this Agreement shall be the property of such
party.
5.5 Both parties recognize that an opportunity exists for co-branding and co-
marketing of MassARRAY Assays and MassARRAY Assay design services. The
parties agree to cooperate when it is deemed appropriate in the business
judgment of both parties, on a case by case basis, to employ co-branding
and/or joint marketing programs in order to maximize investment return for
each party.
ARTICLE 6. ROYALTY PAYMENTS AND ACCOUNTING
6.1 Royalty Payments/Reports. Payments of royalties to SEQUENOM under Article
------------------------
5.2 based upon Net Revenues will be made on a monthly basis and within
thirty (30) days of the close of each calendar month. With each monthly
payment, SPECIALTY shall provide SEQUENOM with a written report setting
forth sufficient information to verify Net Revenues received by SPECIALTY.
6.2 Audits. SPECIALTY shall keep true and accurate books of account and records
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in sufficient detail to properly determine the amounts payable to SEQUENOM
under this Agreement. SPECIALTY shall keep such books and records for at
least three (3) years following the termination or expiration of this
Agreement, and shall make available such books and records for inspection
during such three (3) year period by a certified public
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accountant retained by SEQUENOM for such purpose, solely for the purpose of
verifying the amount of Net Revenues hereunder. Such inspections may be
made no more than once in any six (6) month period, at reasonable times
mutually agreed upon by the parties after at least five (5) days written
notice to SPECIALTY. The certified public accountant shall, execute a
reasonable confidentiality agreement prior to commencing any such
inspection.
6.3 Costs. Inspections conducted under Section 6.2 shall be shall be at the
-----
expense of SEQUENOM, unless an underpayment of at least ************* of
the amount due for the audited period is established in the course of any
such inspection, whereupon all reasonable costs relating to such inspection
shall be paid by SPECIALTY.
ARTICLE 7. TERM AND TERMINATION
7.1 The term of this Agreement will be from the Effective Date and will
continue for a period of two (2) years, unless terminated by a party or the
parties under one of the provisions of this Article 7. Upon written notice
provided at least ninety (90) days before the end of the initial term of
this Agreement, SPECIALTY may elect at its option to renew this Agreement
for an additional two (2) year term.
7.2 This Agreement shall terminate upon written notice by one party to the
other party in the event the other party shall become insolvent, asks its
creditors for a moratorium, files a bankruptcy petition, or suffers
appointment of a temporary or permanent receiver, trustee, or custodian,
for all or a substantial portion of its assets.
7.3 Either party may terminate this Agreement for default by the other party in
performing any of its material obligations under this Agreement by
notifying the other party in writing of such default and allowing the other
party thirty (30) days within which to cure such default, unless the
default is the failure to pay money, in which case the defaulting party
shall have only ten (10) business days to cure such default after receiving
written notice of non-payment. If such default is not cured within thirty
(30) days from receipt of such notice of default (or ten (10) business days
in the case of non-payment of money owed), the non-defaulting party may
terminate this Agreement by written notice to the defaulting party.
7.4 Effect of Expiration or Termination of Agreement. Within thirty (30) days
------------------------------------------------
after expiration or termination under this Article 7, each party shall
return to the other party or destroy any and all Confidential Information
provided by the other party pursuant to this Agreement according to section
11.3. SPECIALTY shall have the right to use all MassARRAY Kits for which
SPECIALTY has paid and are in SPECIALTY's possession at the time of
termination, and the licenses granted SPECIALTY pursuant to sections 5.1
and 5.2 shall continue until all such MassARRAY Kits are used. Except to
the extent expressly provided to the contrary, the rights and obligations
of the parties pursuant to Articles 4.1, 4.3, 4.5, 6.1, 6.2, 6.3, 11, 12
and 14.14 shall survive the expiration or termination of this Agreement.
Any and all rights of SEQUENOM to purchase price and royalty payments
accrued through expiration or termination as well as obligations of the
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parties under firm orders for purchase and delivery of MassARRAY Products
at the time of such expiration or termination shall remain in effect,
except that SEQUENOM will have no obligation to sell and deliver MassARRAY
Products that have delivery dates more than three (3) months after the date
of termination, and in the case of termination under sections 7.2 or 7.3,
the terminating party has discretion in electing whether obligations under
firm orders will remain in effect.
ARTICLE 8. INSTALLATION AND ACCEPTANCE
8.1 Installation of the MassARRAY System by SEQUENOM at a location designated
by SPECIALTY is included in the price under sections 4.1 and 4.2. SEQUENOM
shall install the MassARRAY System in accordance with SEQUENOM's standard
installation practice and will use commercially reasonable efforts to
schedule and complete installation in a timely fashion. SPECIALTY and
SEQUENOM will cooperate with each other to coordinate the installation
effort.
8.2 Installation shall be complete, and acceptance by SPECIALTY shall occur,
when the MassARRAY System passes SEQUENOM's standard installation and test
procedures. In the event the MassARRAY System delivered will not pass
SEQUENOM's standard installation and test procedures, SEQUENOM will use
reasonable commercial efforts to make the necessary adjustments and/or to
replace the MassARRAY System in whole or in part until the MassARRAY System
performs as intended and passes such tests.
ARTICLE 9. TRAINING
9.1 Included in the price under sections 4.1 and 4.2, SEQUENOM will train
designated SPECIALTY employees in the installation, use, and routine
maintenance of the MassARRAY Products in accord with SEQUENOM's standard
training program. SPECIALTY may request from time to time, due to
additional instrument purchases, employee changes, increased use, or
otherwise, additional training as the need arises. SEQUENOM will provide
additional training according to a mutually convenient schedule and at a
price to be mutually agreed.
ARTICLE 10. REPRESENTATIONS AND WARRANTY
10.1 Representations, Warranties and Covenants of SPECIALTY. SPECIALTY
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represents and warrants to and covenants with SEQUENOM that:
(a) SPECIALTY is a corporation duly organized, validly existing and
in corporate good standing under the laws of California;
(b) SPECIALTY has the legal right, authority and power to enter into
this Agreement;
(c) SPECIALTY has taken all necessary action to authorize the
execution, delivery and performance of this Agreement;
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(d) upon the execution and delivery of this Agreement, this Agreement
shall constitute a valid and binding obligation of SPECIALTY
enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' and contracting parties' rights generally and except
as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law); and
(e) the performance of its obligations under this Agreement will not
conflict with its charter documents or result in a breach of any
agreements, contracts or other arrangements to which it is a
party.
10.2 Representations, Warranties and Covenants of SEQUENOM. SEQUENOM
-----------------------------------------------------
represents and warrants to and covenants with SPECIALTY that:
(a) SEQUENOM, Inc. is a corporation duly organized, validly existing
and in corporate good standing under the laws of Delaware, United
States;
(b) SEQUENOM has the legal right, authority and power to enter into
this Agreement;
(c) SEQUENOM has taken all necessary action to authorize the
execution, delivery and performance of this Agreement;
(d) upon the execution and delivery of this Agreement, this Agreement
shall constitute a valid and binding obligation of SEQUENOM
enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' and contracting parties' rights generally and except
as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law); and
(e) the performance of its obligations under this Agreement will not
conflict with its charter documents or result in a breach of any
agreements, contracts or other arrangements to which it is a
party.
10.3 Limited Warranty Relating to MassARRAY Products. SEQUENOM warrants that
-----------------------------------------------
the MassARRAY System will be free from defects in materials and
workmanship and will conform to SEQUENOM's current specifications, or as
amended in the future by mutual written agreement of the parties, and
perform accordingly, from the time of installation and for a period of at
least one (1) year thereafter, so long as the MassARRAY System remains
unchanged and in the original condition supplied by SEQUENOM. SEQUENOM
warrants that the MassARRAY Kits will be free from defects in materials
and workmanship and will conform to SEQUENOM's specifications and perform
accordingly, for a period of at least two (2) months from the date of
shipment, so long as the MassARRAY Kits are stored according to
specifications, and remain unchanged and
12
CONFIDENTIAL
in the original condition supplied by SEQUENOM. The foregoing
warranty does not include periodic maintenance or calibration
recommended for some MassARRAY Products. This warranty does not
apply to defects resulting from improper or inadequate maintenance
or calibration by SPECIALTY; defects resulting from hardware,
software, interfacing, or supplies provided by parties other than
SEQUENOM; defects resulting from unauthorized modification,
maintenance, or repair, or improper use or operation outside of
SEQUENOM's specifications for the MassARRAY Products or by personnel
not authorized by SEQUENOM, and; defects resulting from abuse,
negligence, accident, loss or damage in transit. In addition, this
warranty does not apply to damage due to (1) environmental
conditions at the site of installation; (2) operator failure to
perform standard operating procedures and routine maintenance as
prescribed in the operator manuals; (3) moving (by other than
SEQUENOM authorized personnel) the MassARRAY System from its
installed location; (4) exposure of the MassARRAY Products to Bio-
Safety Level 3 or 4 (as defined by the United States Occupational
Health and Safety Administration) agents; or (5) exposure to
radioactivity.
10.3.1 SEQUENOM's sole obligation and liability for any breach of
the limited warranty set forth herein shall be at SEQUENOM's
sole discretion and option: (1) to replace the MassARRAY
Products, in whole or in part, provided that SPECIALTY
notifies SEQUENOM of the defects, SEQUENOM directs SPECIALTY
to return the defective MassARRAY Products to SEQUENOM and
SPECIALTY returns the MassARRAY Products as directed, at
SEQUENOM's expense; or (2) to repair (and recalibrate as
necessitated by repair) the MassARRAY Products in whole or
in part. MassARRAY Products may not be returned to SEQUENOM
under any circumstances without SEQUENOM's prior
authorization. Except as provided in Article 12, SEQUENOM
shall not be liable, to any extent whatsoever, for any
damages resulting from or arising out of the use or
performance of the MassARRAY Products provided under this
Agreement, regardless of foreseeability or the form of the
cause of action, whether in contract, breach of warranty,
tort (including negligence, strict liability, or otherwise),
and including but not limited to damages resulting from loss
of data, loss of anticipated profits or revenue, or any
special, direct, indirect, incidental or consequential
damages.
10.3.2 The limited warranty set forth herein states SEQUENOM's sole
and exclusive responsibility with respect to any alleged
breach of this limited warranty. Except as provided herein,
the MassARRAY Products are provided without warranty of any
kind or nature. SEQUENOM does not warrant, guarantee, or
make any representations regarding the use or the results of
the use, of the MassARRAY Products in terms of correctness,
accuracy, reliability, or otherwise. SPECIALTY assumes the
entire risk as to the results and performance of the
MassARRAY Products. The foregoing warranty is exclusive and
is made in lieu of and to the exclusion of any other
warranties, whether oral or written, express or implied,
direct, indirect, by estoppel or otherwise, or created by
the Uniform Commercial Code or the usage in the industry or
the course of dealings of the parties, as to any
13
CONFIDENTIAL
matter whatsoever, including but not limited to those
concerning merchantability or fitness for a particular
purpose.
ARTICLE 11. CONFIDENTIALITY
11.1 For the purpose of this Agreement, Confidential Information means
all information, data, and material, labeled or otherwise designated
or identified as confidential by SEQUENOM or by SPECIALTY or their
Affiliates.
11.1.1 All information relating to SEQUENOM's MassARRAY Products
including but not limited to, price, quantity, discount,
delivery schedule, improvements, standard operating
procedure documents, operation manuals, schematics, design
specifications, manufacturing and related specifications, is
hereby designated as SEQUENOM's Confidential Information.
SEQUENOM agrees that it will, in writing, clearly identify
as confidential, any and all additional information that it
provides to SPECIALTY that it considers to be the
Confidential Information of SEQUENOM.
11.1.2 SPECIALTY agrees that it will, in writing, clearly identify
as confidential, any and all SNPs and any other information
that it provides to SEQUENOM and that it considers to be the
Confidential Information of SPECIALTY.
11.2 Each party may use the other party's Confidential Information only
for the purpose of performing under this Agreement. All Confidential
Information remains the sole property of the disclosing party. Upon
termination or expiration of this Agreement, all materials and all
copies of all materials containing Confidential Information,
including but not limited to papers, books, logs, correspondence and
records, in any form, whether written, typed, electronic, videotape,
audiotape, etc., shall be returned to the disclosing party within
thirty (30) days of the termination or expiration of this Agreement,
except that each party may retain a single copy of the other party's
Confidential Information solely for the purpose of ensuring
compliance under this Agreement.
11.3 Except as expressly provided herein, SEQUENOM and SPECIALTY
Affiliates, officers, employees, agents, consultants, and authorized
representatives (a) shall hold in strict confidence all Confidential
Information from the other party or any of its Affiliates, officers,
employees, agents or representatives and (b) shall not distribute,
disclose or disseminate such Confidential Information to any third
party without the prior written approval of the other party (that is,
the original disclosing party).
11.4 For purposes of this section, information will not be considered to
be Confidential Information of a party if the information:
(i) was lawfully in the receiving party's possession prior to
disclosure under this Agreement and was not acquired directly or
indirectly from the disclosing party; or
14
CONFIDENTIAL
(ii) was, at the date of disclosure by the disclosing party, public
knowledge; or subsequently becomes public knowledge other than
through the failure of the receiving party to comply with its
obligations of confidentiality under the terms of this
Agreement; or
(iii) was or is acquired by the receiving party from any third party
lawfully having possession of such information and who is not
under an obligation of confidentiality to the disclosing
party; or
(iv) was or becomes independently known by the receiving party
without utilizing information provided by the disclosing party
and wherein such independent knowledge is supported in
contemporaneously written and dated documentation of the
receiving party; or
(v) is required to be disclosed, retained, or maintained by either
party, by applicable law or regulation or under the rules of
any regulatory or governmental authority, provided however
that each party shall immediately notify the other party in
writing of such required disclosure and must provide such
notice at least thirty (30) days prior to the date when
disclosure is proposed to take place, and provided that the
party or third party required to make disclosure shall use its
best efforts to secure confidential treatment of any such
information required to be disclosed.
11.5 The parties hereto understand and agree that remedies at law may be
inadequate to protect against any breach of any of the provisions of
this Article 11 by either party or their Affiliates, employees,
agents, officers or directors or any other person acting in concert
with it or on its behalf. Accordingly, each party shall be entitled
to the granting of injunctive relief by a court of competent
jurisdiction against any action that constitutes any such breach of
this Article 11.
11.6 Either party may publish or present data and/or results generated
under this Agreement, provided that, the proposed disclosure shall be
subject to the prior review by the other party solely to determine
(i) whether the proposed disclosure contains the Confidential
Information of the other party, (ii) whether the information
contained in the proposed disclosure should be the subject of a
patent application prior to such disclosure or (iii) whether the
disclosure would be adverse to the business interests of the other
party. Each party shall provide the other party with the opportunity
to review any proposed abstract, manuscript or presentation by
delivering a copy thereof to the other party no less than thirty (30)
days before its intended submission for publication or presentation.
The other party shall have thirty (30) days from its receipt of any
such abstract, manuscript or presentation in which to notify the
party in writing of any specific objections to the disclosure. In the
event a party objects to the disclosure, the other party agrees not
to submit the publication or make the presentation containing the
objected-to information until the party is given a reasonable
additional period of time (not to exceed an additional thirty (30)
days) to seek patent protection for any material in the disclosure
which it believes is patentable or, in the case of Confidential
Information, to allow the party to delete any Confidential
Information of the other party from the proposed disclosure.
15
CONFIDENTIAL
Each party agrees to delete from the proposed disclosure any
Confidential Information or information that would be adverse to the
business interests of the other party upon request.
11.7 The provisions of Article 11 shall survive any termination or
expiration of this Agreement and continue in perpetuity thereafter.
ARTICLE 12. INDEMNIFICATION
12.1 In the event of an accusation, claim or lawsuit brought by a third
party for infringement of a patent, copyright, or other proprietary
right of a third party, based upon SPECIALTY's use of the MassARRAY
Products or use of MassEXTEND(TM) Methods and Processes in accordance
with the product information, notices, and instructions for use
provided therewith, SEQUENOM shall use its reasonable efforts to
procure for SPECIALTY the right to continue such use, or if unable to
procure such continued use, then SEQUENOM shall use its reasonable
efforts to provide a substitute, non-infringing product which
provides substantially the same results. Further, SEQUENOM shall
defend the accusation, claim or lawsuit and indemnify SPECIALTY for
any damages which may be awarded, provided that SPECIALTY (1) provide
prompt written notice of the accusation, claim or lawsuit to
SEQUENOM; (2) authorize and provide SEQUENOM with complete control of
the defense of the accusation, claim or lawsuit and any and all
settlements, negotiations, compromises, and discussions thereof; (3)
cooperate fully with SEQUENOM and provide SEQUENOM with such
reasonable assistance, as SEQUENOM may request in the defense of such
accusation, claim or lawsuit; and (4) make no statements or
admissions directly or indirectly related to the MassARRAY Products,
MassEXTEND(TM) Methods and Processes, or intellectual property
related to the accusation, claim, or lawsuit, or the merits or lack
of merit of any accusation, claim, or lawsuit, without the express
written permission of SEQUENOM. Nothing in this provision shall be
construed to prevent SPECIALTY from participating in (but not
controlling) the defense of any such action, with its counsel and at
its own expense.
12.2 SPECIALTY IS HEREBY PUT ON NOTICE THAT SEQUENOM'S MASSARRAY PRODUCTS
AND MassEXTEND(TM) METHODS AND PROCESSES HAVE NOT BEEN SUBJECTED TO
REGULATORY REVIEW OR APPROVED BY THE FEDERAL FOOD AND DRUG
ADMINISTRATION OR ANY OTHER UNITED STATES GOVERNMENTAL AGENCY OR
ENTITY, AND HAVE NOT BEEN APPROVED FOR CLIA COMPLIANCE, OR OTHERWISE
APPROVED UNDER ANY STATUTE, RULE, LAW, OR REGULATION, FOR ANY
PURPOSE, RESEARCH, COMMERCIAL, DIAGNOSTIC, OR OTHERWISE. In the event
of an accusation, claim or lawsuit brought by a third party against
SEQUENOM, based upon SPECIALTY's Commercial Diagnostics Services or a
SPECIALTY Product or Service, SPECIALTY shall defend the accusation,
claim or lawsuit and indemnify and hold harmless SEQUENOM for any and
all damages and attorneys' fees which may be awarded, provided that
SEQUENOM (1) provide prompt written notice of the accusation, claim
or lawsuit to SPECIALTY; (2) authorize and provide SPECIALTY with
complete control of the defense of the accusation, claim or lawsuit
and any and all settlements,
16
CONFIDENTIAL
negotiations, compromises, and discussions thereof; (3) cooperate
fully with SPECIALTY and provide SPECIALTY with such reasonable
assistance, as SPECIALTY may request in the defense of such
accusation, claim or lawsuit; and (4) make no statements or
admissions directly or indirectly related to the Commercial
Diagnostics Services or SPECIALTY Product or Service, or the merits
or lack of merit of any accusation, claim, or lawsuit, without the
express written permission of SPECIALTY. Nothing in this provision
shall be construed to prevent SEQUENOM from participating in (but not
controlling) the defense of any such action, with its counsel and at
its own expense.
ARTICLE 13. NOTICES
13.1 All notices and requests required or authorized hereunder shall be
given in writing either by personal delivery; by registered or
certified mail, return receipt requested; or by confirmed facsimile
followed by first class mail or express delivery. Such notice shall
be deemed to have been given upon such date that it is so personally
delivered; the date three (3) days after it is deposited in the mail;
or the date the same is received by the receiving party's fax
machine, irrespective of the date appearing therein.
If to SPECIALTY: If to SEQUENOM:
Specialty Laboratories SEQUENOM, Inc.
Attention: Xxxx Xxxxx Attention: President & CEO
0000 Xxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Xxx Xxxxx, XX 00000-0000
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
and a copy to:
SEQUENOM, Inc.
Attention: Corporate Counsel
00000 Xxxxxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
ARTICLE 14. GENERAL
14.1 Force Majeure. Except with respect to the payment of money, neither
-------------
party shall be liable for any failure or delay in its performance
under this Agreement due to causes, including, but not limited to,
acts of God, acts of civil or military authority, fires, epidemics,
floods, earthquakes, riots, wars, sabotage, labor shortages or
disputes, and governmental actions, which are beyond its reasonable
control; provided that the delayed party: (i) gives the other party
written notice of such cause and (ii) uses its reasonable efforts to
correct such failure or delay in its performance. The delayed party's
time for
17
CONFIDENTIAL
performance or cure under this section 14.1 shall be extended for a
period equal to the duration of the cause.
14.2 Relationship of Parties. The parties to this Agreement are
-----------------------
independent contractors. Neither party nor their respective
Affiliates, employees, consultants, contractors or agents, are
Affiliates, agents, employees, joint ventures of the other, nor do
they have any authority to bind the other by contract or otherwise
to any obligation. Neither party will represent anything to the
contrary, either expressly, implicitly, by appearance or otherwise.
14.3 Assignment. The parties may not assign this Agreement in whole or in
----------
part without the consent of the other, except if such assignment
occurs in connection with the sale or transfer of all or
substantially all of the assets of a party to which the subject
matter of this Agreement pertains.
14.4 Successors in Interest. Subject to section 14.3, the rights and
----------------------
liabilities of the parties hereto will bind and inure to the benefit
of their respective successors, executors and administrators, as the
case may be.
14.5 Applicable Law. This Agreement shall be governed by and construed in
--------------
accordance with the laws of California, U.S., exclusive of its
conflicts of law rules.
14.6 Severability. If for any reason a court of competent jurisdiction
------------
finds any provision of this Agreement, or portion thereof, to be
unenforceable, that provision of the Agreement shall be enforced to
the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this Agreement shall continue in full
force and effect.
14.7 No Waiver. Failure by either party to enforce any term, provision,
---------
or condition of this Agreement shall not be deemed a waiver of
future enforcement of that or any other term, provision, or
condition. No waiver of a term, provision, or condition of this
Agreement in any one or more instances, whether by context,
implication, express, or otherwise, shall be construed to be a
further or continuing waiver of such term, provision, or condition.
14.8 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which will be deemed an original, but all of
which will constitute but one and the same instrument.
14.9 Facsimile Copies. For purposes of this Agreement, a signed facsimile
----------------
copy shall have the same force and effect as an original signed
Agreement.
14.10 Complete Agreement. This Agreement, including all Appendices,
------------------
constitutes the entire agreement between the parties with respect to
the subject matter hereof, and supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral,
regarding such subject matter. No amendment to or modification of
this Agreement shall
18
CONFIDENTIAL
be binding unless in writing and signed by a duly authorized
representative of both parties.
14.11 Third Party Beneficiaries. Except as specifically set forth herein,
-------------------------
no third party beneficiary rights are conferred or are intended to
be conferred by this Agreement.
14.12 Headings. Headings in this Agreement are for convenience only, and
--------
shall not be used to and shall not affect the meaning or
interpretation of this Agreement.
14.13 Construction. This Agreement shall not be strictly construed against
------------
any party hereto, regardless of which party, or how much a party,
contributed to the drafting of the Agreement.
14.14 Public Announcements. Any announcements or similar publicity with
--------------------
respect to the execution of this Agreement shall be agreed upon
among the parties in advance of such announcement. The parties
understand that this Agreement is likely to be of significant
interest to investors, analysts and others, and that any of the
parties therefore may make such public announcements with respect
thereto, provided that the disclosing party has complied with the
conditions of this section 14.14. The parties agree that any such
announcement will not contain Confidential business or technical
Information and, if disclosure of Confidential business or technical
Information is required by law or regulation, the disclosing party
will use its best efforts to minimize such disclosure and obtain
Confidential treatment for any such information which is disclosed
to a governmental agency or group. Each party agrees to provide to
the other party a copy of any public announcement as soon as
reasonably practicable under the circumstances prior to its
scheduled release. Each party shall provide the other with an
advance copy of any press release at least ten (10) business days
prior to the scheduled disclosure. Each party shall have the right
to expeditiously review and recommend changes to any announcement
regarding this Agreement or the subject matter of this Agreement.
Except as otherwise required by law, the party whose press release
has been reviewed shall remove any information the reviewing party
reasonably deems to be inappropriate for disclosure.
14.15 Conflicts. In the event that a conflict arises between this
---------
Agreement and any work order, purchase order, billing statement, or
invoice related to the purchase of and right to use MassARRAY(TM)
Products, this Agreement will govern and the conflicting terms,
provisions, and conditions of any such other documents shall be
deemed nonexistent, and shall not be binding upon either party.
19
CONFIDENTIAL
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first indicated above.
SPECIALTY LABORATORIES SEQUENOM, Inc.
By:/s/ Xxxx Xxxxx By:/s/ Xxxxx Xxxxxxxx
------------------- ---------------------------
Name: Xxxx Xxxxx Name: Xxxxx Xxxxxxxx
Title: President Title: Chief Financial Officer
Date: 6/19/00 Date: 6/20/00
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CONFIDENTIAL
APPENDIX A
MassARRAY(TM) System
SpectroREADER(TM), high-speed mass spectrometer for separation, detection and
characterization of the analyte molecules from a miniaturized array; configured
with a workstation and post processing software
SpectroJET(TM), 4-Channel, v1.1, dispenser for nanoliter sample transfer,
equipped with:
. SPIP Micropump with 800 nl chamber volume
. droplet volume range of 0.5-2 nl
. CV*2% dispensing precision of the pump
. 0.1 mm precision of x/y positioning stage
. maximum speed of 41.9 cm/sec
. PC, controller software
SpectroPREP(TM) Automated Multipipettor including:
. 96-channel automated pipettor
. pipetting volume range of 2-200 il
. magnetic lifter for bead separation
. six position workdeck
. PC, controller software
SpectroTYPER(TM) Workstation for automated genotype calling and data management
. Workstation (hardware)
. SpectroTYPER(TM) software
. Oracle database with a license for up to five (5) users, for single
location use
* means Less than.
A-1
CONFIDENTIAL
APPENDIX B
MassARRAY(TM) Kit
---------------------------------------------------------------------------------------------------------------
Kit Storage Components Quantity Dilutions
Package Temp.
---------------------------------------------------------------------------------------------------------------
Reaction 2-8(degree) C Beads 16 mL none
Components Binding Buffer 60 mL 1:3 &
B Denaturation Solution 60 mL undiluted
Wash & Conditioning Buffer 2 x 60 mL 1:10
Recovery Solution 60 mL 1:10
Calibrant 1:10
---------------------------------------------------------------------------------------------------------------
SpectroCHIP(TM) 15-25(degree) C 384-D Spectro CHIP(TM) (96-D 10 n/a
Pack Spectro CHIP(TM) will be
supplied unitl 384-D available)
---------------------------------------------------------------------------------------------------------------
B-1
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APPENDIX C
----------------------------------------------------------------------------------------------------------------------------
MassArray Item Price
Enzyme Pack ------------------------------------------------------------------------------------------------
MassEXTEND Enzyme $ *******
------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
MassArray Item Price
Positive ------------------------------------------------------------------------------------------------
Control Pack MassEXTEND Template $ *******
------------------------------------------------------------------------------------------------
MassEXTEND Primer
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
MassArray Item Price
Nucleotide Uni-Mix ------------------------------------------------------------------------------------------------
Pack EXTEND Mix 1 - ddATP/dCTP/dGTP/dTTP $ *******
------------------------------------------------------------------------------------------------
EXTEND Mix 2 - ddCTP/dATP/dGTP/dTTP
------------------------------------------------------------------------------------------------
EXTEND Mix 3 - ddGTP/dATP/dCTP/dTTP
------------------------------------------------------------------------------------------------
EXTEND Mix 4 - ddTTP/dATP/dCTP/dGTP
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
MassArray Item Price
Nucleotide Di-Mix ------------------------------------------------------------------------------------------------
Pack EXTEND Mix 5 - ddATP/ddCTP/dGTP/dTTP $ *******
------------------------------------------------------------------------------------------------
EXTEND Mix 6 - ddATP/ddGTP/dCTP/dTTP
------------------------------------------------------------------------------------------------
EXTEND Mix 7 - ddATP/ddTTP/dCTP/dGTP
------------------------------------------------------------------------------------------------
EXTEND Mix 8 - ddCTP/ddGTP/dATP/dTTP
------------------------------------------------------------------------------------------------
EXTEND Mix 9 - ddCTP/ddTTP/dATP/dGTP
------------------------------------------------------------------------------------------------
EXTEND Mix 10 - ddGTP/ddTTP/dATP/dCTP
----------------------------------------------------------------------------------------------------------------------------
MassArray Item Price
Nucleotide Tri-Mix ------------------------------------------------------------------------------------------------
Pack
EXTEND Mix 11 - ddATP/ddCTP/ddGTP/dTTP $ *******
------------------------------------------------------------------------------------------------
EXTEND Mix 12 - ddATP/ddCTP/ddTTP/dGTP
------------------------------------------------------------------------------------------------
EXTEND Mix 13 - ddATP/ddGTP/ddTTP/dCTP
------------------------------------------------------------------------------------------------
EXTEND Mix 14 - ddCTP/ddGTP/ddTTP/dATP
---------------------------------------------------------------------------------------------------------------------------
C-1
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APPENDIX D
***
D-1
