EXHIBIT 10.40
CALYPTE BIOMEDICAL, TRINITY BIOTECH plc
JOINT VENTURE AGREEMENT
OBJECTIVE. To form a joint venture between Calypte Biomedical and Trinity
Biotech in order to develop an immunogold based rapid test for the detection of
antibodies to HIV1 and HIV2 in human urine samples.
NATURE OF JOINT VENTURE. Calypte Biomedical is skilled in the art of the
detection of HIV antibodies in urine and can provide know how, expertise and
patent protection in the area. Trinity Biotech is expert in the development of
rapid assays for HIV antibody diagnosis and can provide a proven immunogold HIV
rapid assay format and patent protection in the form of Trinity Biotech's own
format patents and a license to the Becton Xxxxxxxxx immunochromatography
patents.
PROJECT. It is proposed that the overall product development project will take
approximately twelve (12) months to complete. The project will be broken down
into two distinct phases. Phase 1 is a feasibility stage which is expected to
last no more than 4 months and which will be used to establish if the UniGold
HIV1/2 assay is capable to achieving the required levels of sensitivity and
specificity using urine as the sample.
If Phase 1 of the project proves successful, i.e., that the results generally
indicate, as agreed by all parties, that an assay can be developed to the
desired specifications then the project will move into phase 2 or product
development proper. It is envisaged that Phase 2 will last up to 9 months.
If Phase 1 of the project proves unsuccessful, i.e. it is deemed unlikely that
continuing the project further will result in the desired product then the
project will be terminated at this point.
For both phases of the project, the product development program, the desired
specifications and the results achieved will be reviewed and agreed by a joint
technical committee comprising of Xx. Xxxxxx Xxxxxxxxx R&D Manager and Dr. Xxx
Xxxxx, COO on behalf of Trinity biotech, and Xx. Xxxx Xxxxxxxxx, Director of
Research and Xx. Xxxx Xxxxxxx Director of Development on behalf of Calypte
Biomedical. The product development work will be carried out at Trinity Biotech
and will be supervised on a day to day basis by Xx. Xxxxxxxxx.
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MANUFACTURING. Final product will be manufactured by Trinity Biotech.
MARKETING. Both Calypte and Trinity have rights to sell the product world-wide
in their own livery.
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As it is envisaged that OEM's/Strategic Alliances are the means by which the
maximum sales potential of this product may be realized, both partners will have
the right to pursue OEM/Strategic alliance arrangements. Selection of
OEM/Strategic partners will be jointly agreed on a common sense basis.
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***** Confidential treatment requested as to certain portions of this exhibit.
It is agreed by both parties that for the duration of the feasibility phase of
this project this document is adequate to cover the understanding between the
companies. Should the feasibility phase prove successful and the project moves
into phase two, the parties will meet and a more comprehensive agreement will be
negotiated and put in place.
This memorandum of understanding is non-binding and subject to the approval of
the Board of Directors of the parties hereto.
Signed on behalf of:
TRINITY BIOTECH plc. CALYPTE BIOMEDICAL CORPORATION
/s/ Xxx Xxxxx /s/ Xxxx Xxxxx
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Dr. Xxx Xxxxx, Director & COO Mr. Xxxx Xxxxx, President & CEO
***** Confidential treatment requested as to certain portions of this exhibit.
