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EXHIBIT 2.2
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Page 1
08/10/99
SUPPLY AGREEMENT
THIS AGREEMENT, made effective this 15th day of August 1999, by and
between Bausch & Lomb Surgical, Inc., a corporation organized and existing under
the laws of the State of Delaware, having an office at 0000 Xxxx Xxxxx
Xxxxxxxxxx Xxxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"BLS") and Escalon Medical Corp., a corporation organized and existing under the
laws of the State of California, having an office at 000 X. Xxxxxxxxx Xxxx,
Xxxxx, Xxxxxxxxxxxx 00000 (hereinafter referred to as "Escalon").
RECITALS
WHEREAS, Escalon and BLS are parties to a Termination Agreement dated
as of the date hereof (the "Termination Agreement"); and
WHEREAS, pursuant to the Termination Agreement, the parties terminated
a Distribution and Development Agreement dated January 1, 1990 as amended on
January 26, 1993; and
WHEREAS, in accordance with the Termination Agreement, BLS agreed to
purchase from Escalon, and Escalon agreed to manufacture and sell to BLS,
certain viscous fluid systems.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall be deemed to have
the following meanings:
Escalon Supply Agreement
Exhibit A to Termination Agreement
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1.1 "Products" shall mean the Escalon TR8100-11 Viscous Fluid System
for use with BLS's AdatoSil 5000 silicone oil, described in Exhibit A attached
hereto, and shall include any improvements made by Escalon during the term of
this Agreement.
1.2 "Specifications" shall mean the product, material, packaging,
manufacturing processes, protocols and other specifications for the Products set
forth in Exhibit B attached hereto, which may be amended in writing by mutual
agreement of the parties.
1.3 "Quality System Audit" shall mean an assessment of Escalon's
compliance with the Quality System Requirements for Medical Devices as set forth
in Xxxxx 00, Xxxxxx Xxxxxx Code of Federal Regulations, Part 820, and in MDD
93/42 EEC, the European Medical Device Directive.
ARTICLE II
PURCHASE AND SALE OF PRODUCTS
2.1 Subject to the terms and conditions of this Agreement, Escalon
agrees to manufacture and sell the Products to BLS, and BLS agrees to purchase
the Products from Escalon when and as ordered, from time to time during the term
of this Agreement.
2.2 BLS may place its orders on BLS's purchase order forms, specifying
shipping instructions and destinations. In the event that any of the terms and
conditions included in such purchase order form of BLS are inconsistent or
conflict with the terms of this Agreement, the terms of this Agreement shall
prevail. Any terms and conditions in any order acknowledgement or other form of
Escalon shall be of no force and effect and shall form no part of the agreement
between the parties hereto. Delivery shall be within sixty (60) days from
receipt of order by Escalon if the Product is labeled as an Escalon product but
ninety (90) days if labeled as a BLS product. BLS shall provide Escalon with a
six (6) month, non-binding forecast of purchases of the Products sixty (60) days
in advance of each six (6) month period throughout the term of this Agreement.
2.3 The Products shall be labeled and packaged using labels and
supplies approved by BLS prior to use. The Products shall be labeled as required
by applicable law, and to identify the trademark used on the Products as the
property of BLS.
2.4 Escalon shall furnish a written certificate for each lot of
Products shipped to BLS, stating that the Products in that lot, identified by
lot number, meet the Specifications. BLS, within
Escalon Supply Agreement
Exhibit A to Termination Agreement
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thirty (30) days of receipt, shall have the right to reject any lots or units
which, by inspection, fail to meet the Specifications, and to receive credit
therefor. Rejected lots of Products will be shipped to Escalon's manufacturing
facility with an identified rejection criteria, freight collect.
ARTICLE III
TERM OF AGREEMENT
3.1 This Agreement shall commence on the effective date first written
above and shall continue until the end of the sixth Twelve Month Period set
forth in the Termination Agreement (the "Initial Term"). The Agreement shall
automatically renew thereafter from year to year unless terminated by either
party on at least six (6) months written notice prior to the expiration of the
Initial Term or any renewal thereof.
ARTICLE IV
PRICE AND PAYMENT TERMS
4.1 For all Products ordered from Escalon by BLS prior to December 31,
2000, BLS shall pay to Escalon the price for each of the Products set forth in
Exhibit A (hereinafter referred to as the "Product Purchase Price"). Such prices
shall include all private label packaging of the Products, and shall be FOB
Escalon's manufacturing facility in New Berlin, Wisconsin. BLS shall designate
the freight carrier for delivery of Products. All prices are exclusive of sales,
use and other taxes. All export, import and other duties, tariffs and customs
shall be paid by BLS. If exemption is claimed by BLS from any of the foregoing,
BLS shall furnish to Escalon satisfactory proof of such exemption. Payment terms
are net thirty (30) days from date of invoice.
4.2 Escalon shall have the right to revise the prices set forth in
Exhibit A on an annual basis, commencing January 1, 2001, by giving BLS sixty
(60) days prior written notice. Such revisions in price shall not exceed the
actual changes in the direct cost to Escalon for parts, materials and labor in
the production of the Products, utilizing generally accepted accounting
principles consistently applied. BLS may, at its option, request verification of
such increases by independent certified public accountants, reasonably
acceptable to Escalon. Should Escalon's costs to manufacture the Products
decrease during calendar year 2000 or any calendar year thereafter, the Product
Purchase Price will be reduced by fifty percent (50%) of such decrease for the
following calendar year.
Escalon Supply Agreement
Exhibit A to Termination Agreement
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ARTICLE V
WARRANTIES, COVENANTS AND INDEMNIFICATION
5.1 Escalon warrants that it has title to all Products sold to BLS
hereunder free of all liens and encumbrances of any kind or nature. Escalon
further warrants and guarantees that at the time of shipment of Products to BLS
pursuant to BLS's purchase orders, the Products shall conform to the
Specifications and shall have been manufactured in accordance with all
applicable federal, state and local laws and regulations, including the Federal
Food, Drug and Cosmetic Act, as amended, and in accordance with all
environmental, occupational health and safety laws and regulations.
5.2 The parties represent and warrant that they have the full right to
enter into this Agreement and that this Agreement does not conflict with any
other agreements so long as the other terms of this Agreement are met.
5.3 The Products shall carry Escalon's standard limited warranty.
5.4 Escalon, its successors and assigns shall defend, indemnify and
save harmless BLS, its customers, employees, officers, subsidiaries and
affiliated companies, their successors and assigns from and against any and all
claims, suits, actions, damages, liability, costs and expenses, including
reasonable attorneys' fees, that are suffered, incurred or allowed against BLS
by reason of or on account of: (i) failure of the Products manufactured by
Escalon to meet the Specifications; (ii) any breach by Escalon of its warranties
or covenants under this Agreement; (iii) any negligent or willful acts or
omissions of Escalon, its employees, agents or subcontractors. Escalon shall
maintain comprehensive General Liability Insurance, including contractual and
product liability, in amounts not less than $1,000,000 per occurrence and
$2,000,000 annual aggregate on a date of occurrence basis (not a date of claim
basis). Upon request, Escalon shall submit a certificate evidencing such
insurance to BLS, which certificate shall provide that it may not be canceled or
reduced in amount without thirty (30) days prior notification to BLS. In the
event of any claim or suit arising under this indemnity, prompt notice thereof
shall be given to Escalon, which shall have the right to conduct and control the
defense in respect thereto, but BLS may have counsel present at its own expense
and shall be entitled to participate in the defense. BLS shall cooperate with
Escalon in such defense as required by Escalon, at the expense of Escalon.
Escalon Supply Agreement
Exhibit A to Termination Agreement
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5.5 BLS, its successors and assigns shall defend, indemnify and save
harmless Escalon, its employees, officers, subsidiaries and affiliated
companies, their successors and assigns, from and against any and all claims,
suits, actions, damages, liability, costs and expenses, including reasonable
attorneys' fees, that are suffered, incurred or allowed against Escalon by
reason of or on account of: (i) any labeling, trade name or trademark usage,
advertising or promotional materials or other products used by BLS in connection
with the Products; (ii) any breach by BLS of its warranties or covenants under
this Agreement; (iii) any negligent or willful acts or omissions of BLS, its
employees or agents. In the event of any claim or suit arising under this
indemnity, prompt notice thereof shall be given to BLS, which shall have the
right to conduct and control the defense in respect thereto, but Escalon may
have counsel present at its own expense and shall be entitled to participate in
the defense. Escalon shall cooperate with BLS in such defense as required by
BLS, at the expense of BLS.
5.6 Escalon, its successors and assigns, shall forever defend,
indemnify and save harmless BLS, its employees, officers, subsidiaries and
affiliated companies, their successors and assigns from and against all damages,
claims, demands, suits, actions, seizures, injunctions, judgments, third party
attorneys' fees and costs of any kind for any actual or alleged infringement,
including willful infringement, of any tradename, trademark, tradedress, patent,
registered design, copyright or other industrial property right, including
rights arising from confidential disclosures or relationships, because of the
manufacture and/or sale of the Products by Escalon or the purchase, possession,
use or sale of the Products by BLS or by any customer of BLS, unless the actual
or alleged infringing aspects of such Product relate to the use of BLS's
tradename or trademark on the Products. In any of the latter events, BLS, its
successors, assigns and legal representatives, shall forever defend, indemnify
and save harmless Escalon, its employees and officers, their successors and
assigns, in the same manner as set forth herein.
Escalon Supply Agreement
Exhibit A to Termination Agreement
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ARTICLE VI
REGULATORY MATTERS
6.1 Escalon has applied for and obtained such regulatory approval as is
necessary to market, sell and distribute the Products for use within the United
States.
6.2 In the event that BLS shall elect to market, sell and distribute
the Products for use in countries other than the United States, Escalon agrees
to support BLS's efforts to register the Products, if not previously approved,
by making available all such information which it may have on the Products which
any regulatory body may request from BLS. BLS shall apply for any such
registration in its own name and, unless otherwise agreed, at its expense.
6.3 BLS shall handle all initial questions, complaints and inquiries
with respect to the Products. Escalon shall provide all reasonable assistance,
at Escalon's expense, with respect to the handling of the questions, complaints
and inquiries as may be requested by BLS.
6.4 Escalon shall maintain, and make available to BLS upon its written
request, any technical documentation which it may have including, but not
limited to, the device master record and design history file for the Product.
BLS shall be responsible for the filing of any reports under the European
Medical Device Vigilance System with respect to the Product. BLS will report any
problems with the Products in the United States in its capacity as distributor.
6.5 BLS shall provide Escalon with electronic artwork for the labeling
and packaging of the Products at least seventy-five (75) days prior to Escalon's
first shipment of Products.
ARTICLE VII
TERMINATION
7.1 Either party may terminate this Agreement by giving written notice
to the other party in the following circumstances:
(i) following thirty (30) days notice in the event the other
party commits any material breach of any obligation of this Agreement
which is not cured within said thirty (30) day period; or
(ii) immediately upon giving notice in the event the other
party becomes insolvent, or a petition of bankruptcy is filed by the
other party, or in the event the other party makes a general assignment
for the benefit of creditors, or
Escalon Supply Agreement
Exhibit A to Termination Agreement
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a receiver is appointed for the other party, or in the event a petition
of bankruptcy is filed against the other party and is not dismissed
within thirty (30) days of filing.
7.2 BLS shall have the right to terminate this Agreement on ninety (90)
days prior notice to Escalon if, in BLS's reasonable business judgment, the
Product no longer represents a viable commercial opportunity for it.
7.3 Termination of this Agreement shall not affect any rights or
obligations accrued prior to the effective date of such termination and,
specifically, Escalon's obligation to deliver Products ordered or BLS's
obligation to pay for Products ordered and/or shipped to BLS. The rights
provided in this Paragraph shall be in addition and without prejudice to any
other rights which the parties may have with respect to any breach or violation
of the provisions of this Agreement.
7.4 Waiver by either party of a single default or breach or of a
succession of defaults or breaches shall not deprive such party of any right to
terminate this Agreement pursuant to the terms hereof upon the occasion of any
subsequent default or breach.
7.5 In the event of termination by either party in accordance with any
of the provisions of this Agreement, neither party shall be liable to the other
because of such termination, for compensation, reimbursement or damages on
account of the loss of prospective profits or anticipated sales or on account of
expenditures, inventory, investments, lease or commitments in connection with
the business or goodwill of Escalon or BLS.
7.6 Other than as set forth herein, after termination of this
Agreement, neither party shall use any trademark, tradename, intellectual
property, advertising or material which refers to or is related to the other and
shall refrain from acts and omissions that suggest such relationship.
7.7 Neither party shall be liable to the other for any indirect,
special, incidental or consequential damages on account of the termination or
expiration of this Agreement. The parties acknowledge that this Section 7.7 has
been included as a material inducement for both parties to enter into this
Agreement and that neither party would have entered into this Agreement but for
the limitations of liability as set forth herein.
Escalon Supply Agreement
Exhibit A to Termination Agreement
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ARTICLE VIII
FACILITY AND RECORD AUDIT
8.1 Upon reasonable notice to Escalon, BLS, any representative of BLS
and/or of any United States or foreign regulatory agency shall have the rights
to inspect, during normal business hours, the manufacturing facility of Escalon
and that of any third-party supplier which is involved in the production of
Products, to conduct Quality System Audits from time to time, and to review
records of Escalon or of any third-party supplier to assure compliance with any
terms of this Agreement. The right to review records relating to the manufacture
of the Products shall be limited to a period of three (3) years after the
manufacture and sale of the Products to BLS, unless such review is necessitated
by any governmental regulations or demands. Upon request, Escalon agrees to
provide BLS with copies of any manufacturing and quality control records
associated with the Products being manufactured for BLS.
ARTICLE IX
FORCE MAJEURE
9.1 If either party is prevented from performing any of its obligations
hereunder (other than the payment of money) for unforeseeable and unavoidable
causes beyond its control and without its fault or negligence, which wholly or
partially prevent the manufacture, delivery, transportation, receipt, sale or
use of the Products, including but not limited to fire, strike, explosion, flood
or other acts of God, the inability of a vendor to supply approved raw materials
or any act or order of any governmental agency, such party shall not be liable
to the other party for breach of this Agreement, provided the party so affected
gives prompt notice of such cause to the other party and exercises due diligence
to remove the cause as soon as reasonably practical.
ARTICLE X
CONFIDENTIALITY
10.1 Each party acknowledges that it has or will have access to
valuable proprietary information of the other party, including but not limited
to, technical data and customer and
Escalon Supply Agreement
Exhibit A to Termination Agreement
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marketing information, all of which are the property of the other party, have
been maintained confidential, and are used in the course of such other party's
business. Each party shall not, either during the term of this Agreement and for
a period of five (5) years thereafter, disclose the other party's proprietary
information to anyone other than those of its employees having a need to know
and shall refrain from use of such information other than as set forth in this
Agreement. In addition, the receiving party shall take all reasonable
precautions to protect the value and confidentiality of such information to the
originating party. All records, files, notes, drawings, prints, samples,
advertising material and the like relating to the business, products or projects
of the originating party and all copies made from such documents shall remain
the sole and exclusive property of the originating party and shall be returned
to the originating party immediately upon written request thereby, except that
the parties may retain a copy of any confidential information that has been
disclosed in their legal records for the sole purpose of making a record that
the information is subject to confidentiality and may not be disclosed.
10.2 Neither party shall be obligated or required to maintain in
confidence any information that (i) it is required to disclose as part of a
regulatory submission or by order or regulation of a governmental agency or a
court of competent jurisdiction, provided that such party shall not make any
such disclosure without first notifying the other party and allowing the other
party a reasonable opportunity to seek injunction relief from (or protective
order with respect to) the obligation to make such disclosure; or (ii) it can
demonstrate with written records is in public domain or known to the receiving
party prior to disclosure by the originating party other than through breach of
this Agreement, or becomes known to the receiving party from a source other than
the disclosing party without breach of any obligation of confidence, or is or
has been furnished to a third party by the originating party without restriction
on the third party's right to disclose.
Escalon Supply Agreement
Exhibit A to Termination Agreement
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ARTICLE XI
NOTICES
11.1 All notices specified in this Agreement shall be given in writing
and shall be effective when either served by personal delivery or facsimile
transmission, or five (5) days after being addressed to the other party at the
address specified below and deposited first class mail. Unless otherwise
specified in accordance with the provision of this Section, the addresses of the
parties shall be:
Escalon Medical Corp. Corporation
0000 X. 000xx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxx, President & COO
Facsimile No.: 414/821-9927
With a copy to:
Escalon Medical Corp.
000 X. Xxxxxxxxx Xxxx
Xxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. XxXxxxx, CEO
Facsimile No: 610/688-3641
and
Bausch & Lomb Surgical, Inc.
0000 Xxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Vice President, Operations
Facsimile No.: 314/225-7365
With a copy to:
Bausch & Lomb Surgical, Inc.
000 Xxxx Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, General Counsel
Facsimile No.: 909/399-1376
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 This Agreement constitutes the entire agreement between the
parties, there being no warranties, representations or conditions of any kind or
nature between the parties except as set forth herein and supersedes all prior
agreements, whether oral or written, with
Escalon Supply Agreement
Exhibit A to Termination Agreement
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respect to the subject matter hereof. This Agreement shall not be modified or
changed except by subsequent written agreement signed by both parties.
12.2 This Agreement may not be assigned by either party without the
prior written consent of the other, which consent shall not be unreasonably
withheld; provided, however, that either party may assign or transfer its right
and obligations to a subsidiary or to a successor in the case of a sale or
transfer of all or substantially all of its business by way of acquisition,
consolidation or merger. Notwithstanding the foregoing, this Agreement shall be
binding upon the respective successors and assigns of either party hereto.
12.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, without resort to any case
law or statutes which might require or suggest the application of the laws of
another state.
12.4 Nothing contained in this Agreement shall permit either party to
incur any debts or liabilities on behalf of the other party except as
specifically provided in this Agreement. The parties are and will remain at all
times independent contractors, and no agency or employment relationship exists
between them.
12.5 The headings and captions contained herein are for reference only
and shall not constitute a substantive part of this Agreement.
12.6 If any part of this Agreement is rendered void, invalid or
unenforceable by a court of last resort or by any court from which an appeal of
its decision is not taken within the time provided by law, such shall not affect
the validity or enforceability of any other provisions of this Agreement except
those where the invalid or unenforceable provisions comprise an integral part of
or are otherwise clearly inseparable from the intent and purpose of this
Agreement. In the event any provision is held invalid or unenforceable, the
parties will attempt to agree upon a valid and enforceable provision which shall
be a reasonable substitute for such invalid or unenforceable provision in light
of the intent of this Agreement and, upon so agreeing, shall incorporate such
substitute provision in this Agreement.
12.7 The failure of either party to assert a right hereunder or to
insist upon compliance with any term or condition of this Agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party. None of the terms,
covenants and conditions of this Agreement may be waived except by written
consent of the party waiving compliance.
Escalon Supply Agreement
Exhibit A to Termination Agreement
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12.8 This Agreement may be executed in counterparts, all of which taken
together shall be regarded as one and the same instrument.
12.9 In the event that a party or both parties shall want to make any
public statement announcing this Agreement, except as may be required by law,
judicial order or any listing agreement with a national securities exchange or
over-the-counter trading system to which either is a party, such voluntary
announcement shall be subject to review and approval by both parties prior to
release. Approval shall not be unreasonably withheld.
12.10 If any action or proceeding shall be commenced to enforce this
Agreement or any right arising in connection with this Agreement, the prevailing
party in such action or proceeding shall be entitled to recover from the other
party the reasonable attorneys' fees, costs and expenses incurred by such
prevailing party in connection with such action or proceeding.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their duly authorized representatives.
BAUSCH & LOMB SURGICAL, INC. ESCALON MEDICAL CORP.
By: /s/ XXXXX XXXXXXX By: /s/ X.X. XxXXXXX
---------------------------- ---------------------------
(Signature) (Signature)
XXXXX XXXXXXX X.X. XxXXXXX
---------------------------- ---------------------------
(Print Name) (Print Name)
Title: PRESIDENT Title: CEO
---------------------- ---------------------
Date: 8/11/99 Date: AUG. 11, 1999
---------------------- ----------------------
Escalon Supply Agreement
Exhibit A to Termination Agreement
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EXHIBIT A
THE PRODUCTS AND PRODUCT PURCHASE PRICES
Products Purchase Price
-------- --------------
TR8100-11 Viscous Fluid System $2,600.00/each
T8170-11 10cc Disposable Syringe $273.00/Box of 10
Escalon Supply Agreement
Exhibit A to Termination Agreement
15
EXHIBIT B Page 1 of 3
[ESCALON LOGO] Page 7 of 8
SPECIFICATIONS
(Contains one Viscous Fluid System with foot pedal and power cord)
PRESSURE: MIN - MAX settings 0-70 PSI +/- 2 PSI
Percentage display within 8 PSI
VACUUM: MIN - MAX settings 0-600mm Hg +/- 5 mm Hg
Percentage display within 20 mm Hg
DIMENSIONS: Height: 4.0 inches (10.2mm)
Weight: 12.0 inches (30.5mm)
Depth: 11.25 inches (28.6mm)
WEIGHT: Unpacked: Approx. 13 pounds
ENVIRONMENTAL: Temperature: 40 degrees F-100 degrees F
Relative Humidity: 10% to 70% without condensation
ELECTRICAL: The system accepts the following input commercial power
voltages and frequencies and meets the leakage currents
specified in IEC 60 601-1-1
85VAC to 26OVAC, 50/60 Hz
FUSE: 2A/250V @ 110V AC, Fast Acting, 5x20
IA/250V @ 220V AC, Fast Acting, 5x20
PROTECTION AGAINST Class I, Type B
ELECTRICAL SHOCK:
WARNING: Do not use the Viscous Fluid System near flammable
anesthetics.
NOTE: If at any time a power fails in any mode, the Viscous
Fluid System will revert to a safe mode". All functions
will cease immediately. When power is restored, the
unit will resume operation at power up level.
Escalon will make available upon request circuit diagrams, component parts, and
other pertinent information.
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EXHIBIT B Page 2 of 3
[ESCALON LOGO] Page 2 of 8
FRONT PANEL (see Figure 1)
------------------------------------------------------------------------------
The following list is a brief description of the front panel controls.
POWER------------ Red button to switch power on and off.
PRESSURE:
PRESET WINDOW-- Provides the two-digit display of preset pressure, which is
shown in pounds per square inch (psi).
Bar graph display indicating % of output based on preset
level setting.
PRESET--------- The adjustment knob which regulates preset pressure from 0 to
70 psi, as viewed in the pressure preset display window.
VACUUM:
PRESET WINDOW-- Provides the three-digit display of preset vacuum, which is
shown in millimeters of mercury (mm Hg).
Bar graph display indicating % of vacuum based on preset
level setting.
PRESET--------- The adjustment knob which regulates preset vacuum from 0 to
600mm Hg, as viewed in the vacuum preset display window.
SELECTOR SWITCH-- Selects desired function. Pressure/Vacuum.
CPC CONNECTOR---- Connector used to attach the VFS disposable pack to the
system.
[VISCOUS FLUID SYSTEM I GRAPHIC]
Figure 1
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EXHIBIT B Page 3 of 3
[ESCALON LOGO] Page 3 of 8
REAR PANEL (see Figure 2)
-----------------------------------------------------------------------------
The following is a brief description of the back panel components:
FAN--------------- Cools internal components.
POWER CORD-------- Supplied with system. Use only "Medical Grade" power cord.
FUSE RECEPTACLE--- Always replace with same type fuse described in
specifications.
FOOT PEDAL-------- Pressure and Vacuum linear control.
POWER RECEPTACLE-- Accepts 85VAC to 26OVAC, 50/60 Hz (no need to select voltage
input).
[graphic]
Figure 2
