EXHIBIT 10.1
SUPPLY AGREEMENT
This Agreement is made and entered into as of June 1, 2005, (the "Effective
Date") by and between:
Accelr8 Technology Corporation, 0000 X. Xxxxxxxx, Xxxx 0-000, Xxxxxx, XX 00000,
("Accelr8" or "Seller"); and Schott Jenaer Glas GmbH ("SCHOTT" or "Purchaser"),
Xxxx- Xxxxxx-Xxxxxxx 00, 00000 Xxxx, Xxxxxxx, each a Party and collectively the
Parties to this Agreement.
WITNESSETH:
Whereas the Parties wish Accelr8 to supply SCHOTT with materials and SCHOTT
wishes Accelr8 to serve as XXXXXX'x supplier of OptiChem(R)-Streptavidin coated
microarraying slides (the "Product(s)," to be designated Slide HS by SCHOTT)
which SCHOTT wishes to re-sell and Accelr8 is willing to supply and sell the
same to SCHOTT; and Accelr8 wishes SCHOTT to provide a reciprocal Supply
Agreement for glass substrates during the period when Accelr8 manufactures
slides; and
WHEREAS, Accelr8 has developed proprietary surface chemistry and coating
technology; and
WHEREAS, Schott desires to obtain the right to obtain a license to utilize such
technology in a product that it will produce, market and distribute and Accelr8
so agrees, subject to the terms and conditions of this Agreement.
Now, therefore, in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following meanings:
1.1 "Accelr8 Intellectual Property" means the Accelr8 Know-How and Accelr8
Patents.
1.2 "Accelr8 Know-How" means all tangible and intangible (a) techniques,
technology, practices, trade secrets, inventions (whether patentable or not),
methods, processes (including manufacturing and quality control processes),
knowledge, knowhow, skill, experience, test data and results (including
pharmacological, toxicological and clinical test data and results), analytical
and quality control data, results or descriptions, software and algorithms, and
(b) compounds, compositions of matter, complexes and physical, biological or
chemical material, which exist as of the Effective Date and are related to
Accelr8's proprietary surface chemistry and coating technology.
1.3 "Accelr8 Patents" means (a) those Patents and Patent Applications listed in
Attachment C, and (b) any Patents owned or licensed (with a right of sublicense)
by Accelr8 that cover the Process Improvements.
1.4 "Half-Year" means any period of six (6) consecutive months ending on June 30
and December 31.
1.5 "Improvements" means inventions, discoveries, works of authorship, trade
secrets, know-how or developments, whether or not patentable, that are made,
conceived, reduced to practice or otherwise generated during the Term, which are
improvements, modifications or other developments to the Licensed Product
(including, without limitation, the manufacturing processes for such products
and/or the OptiChem coating technology), the Accelr8 Technology or the
OptiChem(R) coating technology.
1.6 "Licensed Product" means the product described in Attachment D.
1.7 "Net Sales" means the actual gross selling price of Licensed Products by
Schott or its Affiliates, and their respective agents, contractors or
distributors, whether invoiced or not, less (a) discounts allowed in amounts
customary in the trade to the extent actually granted, (b) sales/tariff duties
and/or taxes directly invoiced and paid, (c) outbound transportation prepaid,
and (c) amounts credited on returns. Net Sales shall also include the fair
market value of any non-cash consideration received for the sale, lease or
transfer of Licensed Products.
1.8 "Patents" means:
(a) United States and foreign patents and/or patent applications and/or
provisional patent applications;
(b) United States and foreign patents issued from the applications described in
(a) above and from divisionals and continuations of these applications;
(c) U.S. and foreign continuation-in-part applications, and the resulting
patents of any of the U.S. and foreign applications described in (a) or (b)
above or this paragraph (c); and
(d) any reissues of United States and foreign patents described in (a), (b) or
(c) above.
1.9 "Process Improvements" means any Improvements to the processes for the
manufacture of the Licensed Product.
1.10 "Third Party" means any entity or person other than Accelr8 or Schott.
2. TERMS OF SALES AND PURCHASE OF THE PRODUCTS
2.1 Supply. During the term of this Agreement, Accelr8 will sell the Products to
SCHOTT on a non-exclusive basis, and SCHOTT will purchase the Products from
Accelr8, in accordance with the terms and conditions set forth herein. During
the Effective Date and December 31st 2005 Accelr8 will purchase glass substrates
from SCHOTT for use in the products supplied to Schott.
2.2 Placement of Orders, Order Period.
Within the term of this Agreement, SCHOTT will purchase a minimum of
five-thousand (5,000) Products from Accelr8 starting on the Effective Date until
December 31st 2005 (order period). If SCHOTT purchases additional Products
during the order period Accelr8 will fulfill such orders under the applicable
terms and conditions unless SCHOTT exercises the non-exclusive or exclusive
manufacturing right of ss.8 or 9.
2.3 Failure or Delay in Supply. Accelr8 shall not be liable for any failure or
delay in filling SCHOTT orders due to any events beyond the reasonable control
of Accelr8; provided, however, that Accelr8 shall notify SCHOTT promptly of
anticipated delays, and shall use all reasonable commercial efforts to fill such
orders as soon as possible. The same conditions as set forth in this clause
shall apply for glass substrate deliveries by Schott to Accelr8.
3. SHIPMENT OF THE PRODUCTS
3.1 Packaging and Shipment. SCHOTT will supply Accelr8 with slide mailers and
pouches with SCHOTT labeling. Accelr8 shall deliver the Products to the address
and in the manner specified in the Purchase Order. Accelr8 shall use reasonable
efforts to package the Product for shipment in a manner that assures it will
arrive in good condition and within the agreed quality specifications. The
coated substrates must remain stable with a shelf life of at least six (6)
months effective from the respective shipment date of the Products ex Denver
(i.e., meet the specifications listed in Attachment B when using the handling
instructions provided by Accelr8.
3.2 Packing List. Accelr8 shall include a packing list with each shipment of the
Product which will contain the following information: (i) SCHOTT purchase order
number; (ii) Accelr8 Product number; (iii) quantity of Product; (iv) Accelr8 lot
number; and (v) Certificate of Quality, as set forth in Attachment B. Accelr8
will send SCHOTT copies of each invoice and packing list via facsimile or email
at the time of shipment.
3.3 Notification. Accelr8 shall notify SCHOTT promptly, if, at the time it
receives a purchase order for Product it does not have in its inventory
sufficient raw materials, products, or components to manufacture the Product
covered by the Purchase Order, or if it has reason to believe that it may not be
able to meet one or more delivery dates due to problems with its operations or
supply of raw materials, parts, or components. After SCHOTT receives Accelr8's
notice, the parties shall discuss in good faith how to fulfill XXXXXX'x purchase
order.
4. PRICING OF THE PRODUCTS
4.1 The price for the Products sold to SCHOTT shall be the price set forth in
Attachment A. The price for the Products shall be valid commencing on the
Effective Date, and shall be firm until the Term specified in ss.12.1.
4.2 If SCHOTT exercises the non-exclusive manufacturing right of ss.8, then
Accelr8 may purchase Products from SCHOTT for resale, and the wholesale price
paid by Accelr8 to SCHOTT will be at a 35% discount from MSRP as identified in
Attachment A, or at the lowest price stated in a bon fide offer by SCHOTT to any
customer, whichever is lower. The Products purchased by Accelr8 from Schott for
resale are not included into the maximum of twelve-thousand five-hundred
(12,500) subject of XXXXXX'x option for non-exclusive manufacturing license
specified in ss.8.
4.3 If SCHOTT exercises the non-exclusive manufacturing right of ss.8, then
SCHOTT will pay a royalty to Accelr8 of eight percent (8%) of XXXXXX'x Net Sales
of the calendar year 2006 other than wholesale made to Accelr8.
5. QUALITY CONTROL
5.1 Quality Specifications. The Products shall meet the Specifications as set
forth in Attachment B hereto upon delivery to SCHOTT, and shall be subject to
quality control inspections by Accelr8, in accordance with Accelr8's quality
control standards, which Accelr8 shall disclose to SCHOTT.
5.2 Inspection; Non-Conformity. SCHOTT shall inspect the Products upon receipt.
If SCHOTT shall discover damage to the packaging with apparent damage to the
Products, or incorrect contents, SCHOTT shall promptly notify Accelr8, but in no
event later than fifteen (15) days after receipt of the Products, intended for
SCHOTT internal use, or within 15 days within XXXXXX'x receipt of non-conforming
products complaint from XXXXXX'x customers.. Upon request by Accelr8, SCHOTT
shall return the damaged or incorrect Products to Accelr8. Accelr8 shall use
reasonable commercial efforts to replace such Products within fifteen (15) days,
but in any event within thirty (30) days. In the event Accelr8 is not able to
make such replacement, Accelr8 shall refund the cost of damaged Products to
SCHOTT. These remedies are XXXXXX'x exclusive remedies.
5.3 Manufacturing Changes. Accelr8 shall notify SCHOTT in writing of any changes
it plans to make in raw materials or their supplier or in its manufacturing
procedures or processes at least sixty (60) days before making the changes,
unless otherwise agreed to by the Parties. SCHOTT will have the right, but not
the obligation, to review and approve the proposed changes, provided that such
approval shall not be unreasonably withheld, and provided further that, if
SCHOTT does not notify Accelr8 within thirty (30) days of receipt of such notice
from Accelr8, SCHOTT shall be deemed to have approved such changes. In the event
of production changes, Accelr8 and SCHOTT will cooperatively exert best efforts
to resolve issues attributable to said changes that arise from complaints by
SCHOTT customers who have compared Products manufactured before and after said
changes.
5.4 MSDS. Accelr8 shall provide SCHOTT with complete and accurate Material
Safety Data Sheets ("MSDSs") for the Products which Accelr8 sells to SCHOTT
pursuant to this Agreement. Accelr8 agrees that SCHOTT may refer to the
information provided by Accelr8 when informing its employees and customers about
the risks associated with the Products and the safe handling and use of the
Product.
6. PAYMENT
SCHOTT shall pay for all Products purchased from Accelr8 which conform to the
Specifications as defined in Attachment B within thirty (30) days after receipt
of the invoice for such Products. All royalty amounts payable to Accelr8 under
this Agreement shall be payable within forty (40) days after the end of the
Half-Year in which the Net Sales giving rise to the royalty payment obligation
were made. All Payments due hereunder shall be made in U.S. dollars (USD) by
bank transfer.
7. SALES AND MARKETING
SCHOTT has the non-exclusive right to sell Products and Licensed Products on its
own to any account. Accelr8 agrees to provide best reasonable efforts to assist
SCHOTT with technical support as SCHOTT introduces the Products and Licensed
Products to new accounts.
8. Non-Exclusive Manufacturing License.
Accelr8 grants to SCHOTT a worldwide non-exclusive right under the Accelr8
Intellectual Property to make, use, sell, offer to sell, import and export the
Licensed Product starting January 1st until December 31, 2006. Exercise of this
right requires a written notification from Schott to Accelr8 prior to October
31, 2005. Exercise of this right requires payment by SCHOTT to Accelr8 for
technology transfer services specified in ss.10. and royalties specified in
ss.4.3. This non-exclusive right is limited to SCHOTT for producing no more than
twelve-thousand five-hundred (12,500) Licensed Products during 2006. In return
for this right, SCHOTT agrees to provide seventhousand five-hundred (7,500)
glass substrates (slides) of the same type as used in Slide H to Accelr8 at no
charge.
9. Exclusive Manufacturing License
Accelr8 also grants a exclusive right to SCHOTT until December 31, 2005 to
negotiate an exclusive license for the application of OptiChem(R)-Streptavidin
coatings on microarraying slides. To exercise this option the Parties must
formally initiate negotiations by written notification prior to October 1, 2005.
10. Technology Transfer Services.
Accelr8 will provide a written description of the Product's production processes
as soon as is practical after the signing of this Agreement, but not later as
forty (40) days after the Effective Date. This disclosure is made solely for
SCHOTT to estimate the cost and schedule required for process adoption and free
of any fee or payment. Provided that Schott exercises the Non-Exclusive License
option as specified in ss.8 Accelr8 shall provide Schott with all information
necessary to produce and market Licensed Products, including descriptions or
specifications of machines, components and materials used for the production and
Accelr8 will provide training for XXXXXX'x production staff, which the Parties
intend to include one (1) senior scientist of Accelr8 being on-site at a SCHOTT
facility for one (1) week. The Technology Transfer Services shall be completed
until November 30, 2005. The Technology Transfer Services must enable Schott to
produce Licensed Products with the same quality as produced by Accelr8. The fee
for these services will be fifteen thousand dollars ($15,000) US and is payable
within thirty (30) days after completion of the Technology Transfer Services.
This fee does not include reimbursement of reasonable direct expenses, such as
travel, which SCHOTT agrees to provide.
11. FORCE MAJEURE
Neither party shall be liable to the other for any failure to make or take any
delivery of the Product, to the extent that such failure is caused by any act of
God, war, civil commotion, strike, or other industrial dispute or any other
occurrence or event outside the reasonable control of either party. Provided,
however, that if any such failure should occur under such circumstances, the
party at fault shall promptly notify the other in writing, and if such failure
shall continue for a period of more than three (3) calendar months, the other
party may terminate the Agreement to take effect immediately without recourse
from the other.
12. DURATION, TERMINATION AND BREACH
12.1 Term. This Agreement shall commence on the Effective Date and the consent
for the supply of Products by Accelr8 to Schott shall remain in force until
December 31, 2005 or until complete delivery and the Non-Exclusive License if
exercised by Schott shall remain in force until December 31, 2006 unless
otherwise terminated under any provision of this Agreement.
12.2 Either Party may terminate this Agreement without observing a notice period
in the event of one or more of the following occurrences with regard to the
other Party: a) Violation of a material provision of this Agreement by the other
Party, if such violation shall not have been remedied by the Party in breach
within 30 days after written notice complaining of such breach was given.
b) Discontinuation of payment, insolvency or bankruptcy or a comparable official
procedure, dissolution or liquidation, appointment of a trustee or receiver for
all or any part of assets of the other Party; c) Material change in the legal
entity or ownership of the other Party, if such change may be reasonably deemed
to affect detrimentally the results, which could have rightfully expected from
the performance of the Agreement by the other Party. This shall not apply with
regard to changes of ownership regarding SCHOTT, which occur within the XXXXXX
XX Group of companies.
12.3 Notice of termination shall be given in writing. Termination of this
Agreement for any reason shall not affect obligations, including the payment of
any sums of money, which have accrued by the date of termination.
13. REPRESENTATIONS AND WARRANTIES
Product Warranty. ACCELR8 WARRANTS ITS PRODUCTS AGAINST DEFECTS IN MATERIALS AND
WORKMANSHIP, WITHIN THE EXPIRATION DATE IDENTIFIED ON PRODUCT PACKAGING, SUBJECT
TO STORAGE WITHIN THE LIMITS SPECIFIED ON PRODUCT LABELING, AND SUBJECT TO
CUSTOMER'S APPLICATION OF THE PRODUCTS ACCORDING TO ACCELR8'S INSTRUCTIONS FOR
USE. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
14. APPLICABLE LAW
This Agreement shall be construed and interpreted in accordance with the laws of
the state of Colorado.
15. ARBITRATION
This Agreement is made on the basis of mutual confidence, and it is understood
that the differences, if any, during the life of this Agreement should freely be
discussed between the two Parties.
In the event the Parties hereto cannot satisfactorily settle any claim,
disagreement or controversy arising out of, or related to, this Agreement or its
interpretation, performance, nonperformance, breach of respective right and
obligations hereunder, such disagreement or dispute arising in connection with
or related to this Agreement shall be finally settled under the Rules of
conciliation and Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules. Any arbitration
brought by SCHOTT or Accelr8 shall be brought in Denver, Colorado.
16. CONFIDENTIALITY
16.1 Confidential Information. During the validity of this Agreement, as well as
for five (5) years thereafter, SCHOTT and Accelr8 will keep secret any
Confidential Information received from the other under this Agreement unless and
to the extent such Confidential Information:
o which the receiving party can demonstrate by written evidence to be in the
public domain (provided that information in the public domain has not or does
not come into the public domain as the result of unauthorized disclosure by the
receiving party or any employees thereof),
o is or subsequently becomes general public knowledge without fault of the
receiving party,
o has been obtained from a Third Party without obligation toward the disclosing
party, or
o has been developed independently by receiving party without recourse to inform
obtained hereunder.
16.2 Certain Obligations. During the term of this Agreement and for a period of
five (5) years from the termination or expiration of this Agreement and subject
to the limitations listed above, SCHOTT and Accelr8 agree:
o to use confidential information only for the purposes contemplated under this
Agreement,
o to treat the Confidential Information as it would its own proprietary
information which in no event shall be less than a reasonable standard of care,
o to take all reasonable precautions to prevent the disclosure to the
Confidential Information to a Third Party without written consent of the other
party, and
o to only disclose the Confidential Information to those Affiliates, and to
those employees and agents of its and its Affiliates, who have a need to know
such Confidential Information for the purposes set forth herein and who are
subject to obligations of confidentiality substantially similar to those set
forth herein.
16.3 Disclosure of Agreement. Notwithstanding the above provisions for
confidentiality, the Parties agree that either Party may publicly disclose the
existence of this Agreement in the interest of fair disclosure to shareholders.
In such an event, the issuing Party will obtain the review and approval of the
non-issuing Party, which approval will not be unreasonably withheld.
Specifically the Parties agree to issue a joint press release immediately
subsequent to the execution of this Agreement.
16.4 Termination. Upon termination of this Agreement and upon the request of the
disclosing party, the receiving party shall promptly return to the disclosing
party, at its request, all copies of Confidential Information received from such
party, and shall return or destroy, and document the destruction of, all
Confidential Information of the other party in any form except for one (1) copy
retained for archival purposes.
17. MISCELLANEOUS
17.1 Assignments. This Agreement shall not be assignable by the other party to
any third party without the written consent of the other party, which consent
will not be withheld unreasonably.
17.2 Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof, and all prior
understandings, representations and warranties between the parties are
superseded by this Agreement.
17.3 Amendments. Changes and Additional provisions to this Agreement shall be
binding for the parties only if mutually agreed upon in writing and signed
effectively by the parties. This Agreement may be used as a basis for further
supply agreements between SCHOTT and Accelr8, in which case the Parties agree
that Attachments A and B will be amended and adjusted accordingly and signed by
both parties.
17.4 Severability. If any sentence, paragraph, clause or combination of this
Agreement is in violation of any law or is found to be otherwise unenforceable,
such sentence, paragraph, clause or combination of the same shall be deleted and
the remainder of this Agreement shall remain binding, provided that such
deletion does not alter the basic structure of this Agreement.
17.5 Notices. All notices, requests, demands, and other communications relating
to this Agreement shall be in writing, and shall be sent by mail, or facsimile
transmission. Notices sent by mail shall be sent by express mail or the
equivalent, registered or certified, postage prepaid, and shall be deemed to
have been given on the date actually received. Notices sent by facsimile
transmission shall be deemed to have been given on the date that confirmation of
successful transmission is documented. Notices shall be sent as follows:
If to SCHOTT:
Attention: Xx. Xxxx Xxxxxxxx
Microarray Solutions
SCHOTT Xxxxxx Xxxx, XxxX
00000 Xxxx, Xxxxxxx
Tel: x00 (0) 0000-00000000
Fax: x00 (0) 0000-000000
If to Accelr8:
Attention: Xxxxxx X. Xxxxxx
Accelr8 Technology Corporation
0000 Xxxxx Xxxxxxxx
Xxxx 0-000
Xxxxxx, XX 00000 XXX
Tel: 0 (000) 000-0000
Fax: 0 (000) 000-0000
Either party may change its address for notices or facsimile number at any time
by sending written notice to the other party.
17.6 Independent Contractor. Nothing herein shall create any association,
partnership, joint venture or the relation of principal and agent between the
Parties hereto, it being understood that each party is acting as an independent
contractor, and neither Party shall have the authority to bind the other or the
other's representatives in any way.
17.7 Waiver. No delay on the part of either Party hereto in exercising any power
or right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any power or right hereunder preclude other or further
exercise thereof or the exercise of any other power or right.
17.8 Counterparts. This Agreement may be executed in counterparts (including
facsimile signatures), each of which shall be deemed to be an original and both
of which shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized representatives.
SCHOTT Jenaer Glas GmbH ACCELR8 TECHNOLOGY CORP.
By: By:
Name
:
Name
:
Xxxxxx X. Xxxxxx
Title: Title: Chairman and CEO
Date: Date:
SCHOTT Jenaer Glas GmbH
By:
Name
:
Title:
Date:
ATTACHEMENT A
Product Description: OptArray(TM)-Streptavidin microarraying slides on 25mm X
75mm X 1mm glass.
Manufacturer's Suggested Retail Price: $24.50
Pricing: $20.82 (US) (ex works Incoterms 2000) each for the first quantity of
one thousand (1,000) Products purchased within the Term of this Agreement as
specified in ss.8.1. $17.15 (US) (ex works Incoterms 2000) each for all other
Products purchased within the term of this Agreement. This pricing is subject to
the agreement by SCHOTT to provide glass substrates to Accelr8 at $1.70 (ex
works Incoterms 2000) each during the period starting with the Effective Date
and continuing through December 31, 2005.
In addition, SCHOTT agrees to provide seven-thousand five-hundred (7,500) glass
substrates to Accelr8 at no charge subject to the specifications in ss. 8.
XXXXXX'x General Terms and Conditions for Delivery and Payment shall exclusively
apply to deliveries by SCHOTT, provided that those terms do not conflict with
the provisions of this Agreement.
Packaging: Shelf packaging will be provided in SCHOTT-labeled packaging provided
by SCHOTT to Accelr8 at no additional charge.
Shipping and customs: Paid by customer, shipped according to customer
instructions.
ATTACHEMENT B
XXXXXX Nexterion
Slide H-S
Certificate of Quality
Lot: HS-XXX
SUMMARY
Quality control procedures and terms are described on the following page. The
specification list is provided here. Four slides from each production lot are
assayed to generate lot statistics.
---------------------------- -------------------------- ------------------------- ------------------------------------
Parameter Specification Result Pass/Fail
---------------------------- -------------------------- ------------------------- ------------------------------------
Binding Capacity Average Print Area Average RFU =
RFU > 25,000 PASS
Individual slide
RFUs > 25,000
---------------------------- -------------------------- ------------------------- ------------------------------------
IntraLot Consistency Print Area %CV for the Print Area %CV = PASS
four QC slides < 25%
---------------------------- -------------------------- ------------------------- ------------------------------------
Print Area Homogeneity Average Print Area %CV Avg. Print Area %CV = PASS
for the batch < 25%
---------------------------- -------------------------- ------------------------- ------------------------------------
Small Area Homogeneity Average Small Area %CV Avg. Small Area %CV = PASS
for the batch < 10%
---------------------------- -------------------------- ------------------------- ------------------------------------
Hole/Defects Batch shows no endemic Pass
defects greater than
2mm in length.
PASS
---------------------------- -------------------------- ------------------------- ------------------------------------
Quality Control Procedure and Specification:
---------------------------------------- -------------------------------------- --------------------------------------
Parameter Method Specification
---------------------------------------- -------------------------------------- --------------------------------------
Binding Capacity For each of the four QC slides after Print Area RFU > 20,000 RFU
the bBSA-Cy3 assay, measure relative for all slides.
fluorescence (RFU) within an
approximately 60mm x 20mm "Print
Area" region of interest, centered
on the slide. Calculate the average
pixel intensity and standard deviation
using the histogram measurement tool
in the ArrayPro software.
---------------------------------------- -------------------------------------- --------------------------------------
IntraLot Consistency Using the single slide mean Print Intralot %CV < 25%
Area RFU measurements of the four QC
slides, calculate the mean pixel RFU,
standard deviation, and %CV for the
batch.
%CV = 100(StDev/Mean)
---------------------------------------- -------------------------------------- --------------------------------------
InterLot Consistency Lot-to-lot performance is assured to During the Interim Specification
the extent that a given slide batch Period, Accelr8 and Schott will track
must meet lot-to-lot
the Binding Capacity specification Binding Capacity data in an effort to
above. define a binding range instead of a
minimum threshold. The goal will be
to use a binding range in the Final
Specification.
---------------------------------------- -------------------------------------- --------------------------------------
Provides a measure of slide-induced Average Print Area %CV < 25% and <
Print Area Homogeneity variation in microarray spot 25% for each individual slide
intensity
Using the Print Area %CVs described
above, calculated the average Print
Area
%CV for the batch.
---------------------------------------- -------------------------------------- --------------------------------------
Small Area Homogeneity Provides a measure of local coating Small Area %CV < 10% for all slides
morphology and predicts spot morphology
(grainy versus flat) Measure the
average RFU, standard deviation, and
%CV for an approximately 8 x 6mm
rectangle positioned 20 cm from the top
of the slide (see diagram).
---------------------------------------- -------------------------------------- --------------------------------------
Hole/Scratch Defects Visual analysis of the scanned print No holes, scratches, or other local
Area defects greater than 2mm in linear
Image after the bBSA-Cy3 Assay. dimension.
[ ]The intent of the hole/scratch
specification is to identify
production problems, rather than the
odd defect on random slides. Slides will
have a xxxx which allows the user to
determine the orientation of the active
surface.
---------------------------------------- -------------------------------------- --------------------------------------
ATTACHMENT C
LIST OF ACCELR8 PATENTS AND PATENT APPLICATIONS
United States Patent Application
Title: Functional Surface Coating
Publication Number: US 2004/0115721 A1
Publication Date: June 17, 2004
International Application Published Under the Patent Cooperation Treaty (PCT)
Title: Functional Surface Coating
Publication Number: WO 03/000433 A1
Publication Date: January 3, 0000
Xxxxxx Xxxxxx Provisional Patent Application
Title: Composition and Method of Forming a Functional Coating
Date of Deposit: April 10, 0000
Xxxxxx Xxxxxx Patent
Title: Functional Surface Coating
Publication Number: US 6,844,028 B2
Publication Date: Jan. 18, 2005
ATTACHMENT D
The licensed product consists of:
A glass microscope slide with the approximate dimensions 25MM X 76MM X 1MM
with an applied coating;
Said coating comprising an polymer formulation providing covalently
immobilized protein from the aviddin family of proteins, including but not
limited to streptavidin;
Said formulation comprising of:
An active component comprising polyethylene glycol polymer;
A matrix forming component;
And a crosslinking component.
