EXHIBIT 10.11
SCIENTIFIC RESOURCES INTERNATIONAL
and SIERRA BIOMEDICAL INC.
SUPPLY AGREEMENT
This Agreement made by and between SCIENTIFIC RESOURCES INTERNATIONAL,
Ltd. (SRI), a Nevada Company having its principal offices at 0000 Xxxxxxxxx
Xxx, Xxxx, Xxxxxx 00000 and Sierra Biomedical Incorporated (SBI), located at:
000 Xxxx Xxxxxx, Xxxxxx, XX 00000 is entered into with reference to the
following facts:
A. SBI is a research firm which utilizes primates.
B. SRI supplies naive primates from the People's Republic of China
and has the requisite knowledge and experience to locate and negotiate primate
sources and pricing. SRI confirms that it has a signed long term primate
supply agreement with the Yunnan Primate center of the People's Republic of
China, or it's affiliates (see attached agreement).
NOW THEREFORE, in consideration of the premises and mutual covenants
and benefits contained herein, the parties agree as follows:
1. Contract: SRI hereby agrees to sell primates to SBI, and SBI
hereby agrees to buy primates from SRI subject to the terms and conditions
herein set forth.
2. Term: This Agreement shall terminate on the tenth (10th) annual
anniversary from the last date appearing on this agreement, unless sooner
terminated under the provisions of this Agreement.
3. SBT's Duties: SBI agrees to buy primates from SRI according to
SBI's specifications, which not greatly differ from their current
specifications. SBI agrees to purchase the minimum annual number of primates
stated in this agreement and in the issued SBI purchase orders. SBI agrees to
provide written reports concerning primate deaths, quality or complaints.
4. SRI's Duties: SRI will provide SBI with all pertinent documents
related to specific primate shipments such as; individual animal records,
CITES, animal quarantine certificates, route and contact sheets, Air Waybill,
packing lists etc.
5. Pricing: Primate prices will be stated and agreed to in SBI's each
year's annual primate purchase order. SRI shall have the right to change
selling prices of the primates during the term hereof, with 30 days written
notice, due to the volatility of the stated marketplace. SRI's stated contract
prices to SBI will be calculated on a cost plus basis. This cost plus basis
will equal no more than a $250 markup per primate based upon SRI's purchase
prices. All SRI pricing is FOB San Francisco International Airport and thus it
is further agreed and understood that SBI, or its assignees, will collect all
SBI shipments at this port of entry (San Francisco Airport), until further
notice.
6. Invoices and Collections: SBI will issue to SRI an annual primate
purchase order contract each October for the next calendar year's commitment.
This purchase order will state: the gross number of Rhesus and Cynomolgus
primates by sex, weight requirements, disease status requirements (untested
for B virus) etc. SRI will invoice SBI per shipment against SBI's individual
POs. SBI agrees to pay said SRI invoices according to the stated payment
terms. SRI's payment terms are: 20% upon arrival/80% net 35 days. SRI will not
charge sales or use taxes on SBI invoices since it is understood that SBI is
acting as a wholesale purchaser and will include these primates in contract
research xxxxxxxx, contract sales, or resell these primates to third parties,
7. Primate Contract Quantity: SBI commits to purchase a minimum of
800 naive primates per year. This minimum primate order will consist
of both Rhesus and Cynomolgus primates. SBI will usually require an equal
quantity of males and females per individual shipments and this specification
will be stated on their annual purchase order. SRI realizes and appreciates
the variables involved with
page 2 - SRI/SRI 10 Year Agreement
SBI's primate needs, thus SRI will always attempt to deliver the mix of species,
sexes and the quantities in a timely manner. Furthermore, SBI has the first
right of refusal an SRI's annual primate supplies over and above SBI's annual
minimum commitment.
8. Primate Quality: SRI agrees to supply SBI with Naive Primates
according to SBI's specifications as stated on their annual contract purchase
order. If a primate(s) is outside of the specification then SRI agrees to
remedy the problem to satisfy SBI and it's customer(s). For example: if a
primate(s) is unacceptably under weight then SRI agrees to discount the price
of said primate(s) or replace the primate(s) or if a primate dies or has
diseases outside of the specifications then SRI agrees to replace or discount
the price of said primate(s) with SBI's agreement. SRI confirms that if any
primates are out of specification then SRI will work with SBI to remedy the
situation to SBI's satisfaction.
9. Termination and Penalties, if SBI terminates this agreement
without cause then SBI agrees to purchase 800 primates, as stated in this
agreement, over a period not to exceed one year from the date of termination.
If SBI terminates this agreement for cause, then the following procedure will
be followed: If a for cause problem occurs, it is agreed that SBI will notify
SRI in writing and SRI will have 60 days to redress. If the problem(s) is not
corrected, within the 60 day period, then SBI has the right to terminate this
agreement immediately without further obligation. Examples of for cause may
include the following: failure to deliver animals in a timely manner,
unacceptable animal quality and/or pricing becoming noncompetitive with other
licensed agents for equal specification animals.
10. Future Relationships: The parties intend to jointly develop a
primate quarantine facility in the form of a joint venture which will import,
quarantine, hold and sell primates to third parties. It is believed that if
and when this joint venture occurs, that this agreement will be modified or
terminated based upon the parties new relationship and agreements.
IN WITNESS WHEREOF the undersigned have executed this Agreement
Scientific Resources International, Limited (SRI)
By: /s/ Xxxxxx X. Pickup Title: Managing Director
-------------------------------
Print name: Xxxxxx X. Pickup
Dated: 3-18
----------------------------
Sierra Biomedical Incorporation (SBI)
By: /s/ Xxxxxxx Xxxxxx Title: President
-------------------------------
Print name: Xxxxxxx Xxxxxx
Dated: 3-17-97 , 19
----------------------------
By: /s/ X. Xxxxxxxxx Title: Vice President
-------------------------------
Print name: D.. Kornbrust
Dated: 3-17-97 , 19
----------------------------
See attached SRI/Chinese Supply Agreement
* * End of Agreement * *
SCIENTIFIC RESOURCES INTERNATIONAL
and SHARED SCI-TECH
PURCHASE & SUPPLY AGREEMENT
This Agreement made by and between SCIENTIFIC RESOURCES INTERNATIONAL,
Ltd. (SRI), a Nevada Company having its principal offices at 0000 Xxxxxxxxx
Xxx, Xxxx, Xxxxxx 00000 and Shared Sci-Tech, Ltd. (SST) located at: 0000 Xxxx
Xxxxxx, Xxxxxxx, XX 00000 is entered into with reference to the following facts:
A. SST is an American company which represents the Yunnan Primate
Center of the Peoples Republic of China. As such, SST markets Chinese Rhesus
and Cynomolgus primates.
B. SRI Supplies primates to American research laboratories, and has
the requisite knowledge and experience to locate and negotiate primate
sources, sales and pricing. SRI also has the knowledge and experience to
present other business opportunities to SST and/or present other parties to
SST for consul and/or working relationships.
NOW THEREFORE, in consideration of the premises and mutual covenants
and benefits contained herein, the parties agree as follows:
1. Contract: SST hereby agrees to sell primates to SRI, and SRI hereby
agrees to buy SST's primates subject to the terms and conditions herein set
forth.
2. Term: This Agreement shall terminate on the tenth (10th) annual
anniversary from the last date appearing an this agreement, unless sooner
terminated under the provisions of this Agreement.
3. SRI's Duties: SRI agrees to buy primates from SST according to
SRI'S specifications. SRI agrees to purchase the minimum annual number of
primates stated in this agreement and in issued SRI purchase orders. SRI
agrees to provide written reports concerning primate deaths, quality or
complaints.
4. SST's Duties: SST will provide SRI with all pertinent documents
related to specific primate shipments such as; individual animal records,
CITES, animal quarantine certificates, route and contact Sheets, Air Waybill,
packing lists etc.
5. Compensation: SRI further agrees to provide SST, each January, with
a purchase order(s) which equals SRI's calendar year primate required purchases.
SRI further agrees to pay SST invoices in a timely manner according to the
invoice's stated payment terms.
6. Pricing: SST shall have the right to change selling prices of the
primates during the term, hereof, with 60 days written notice, due to the
volatility of the stated marketplace. Since SRI's contracts are long term,
and Chinese pricing can be politically volatile, again it is understood by SST
that price changes may only occur with 60 days written notice and with a
detailed explanation as to the price change. Please note: Historically China
provides advance notice of price changes and SST will always attempt to
provide as much advance notice as possible to SRI. SST's stated contract
prices will always be honored for goods shipped. All SRI purchase orders
accepted, but not yet shipped, will also be honored. Now pricing will only go
into effect after the 60 day Written notice period. Due to SRI's most
favorable customer status with SST, SST agrees to offer SRI the lowest primate
pricing possible. All SST pricing is FOB San Francisco International Airport
and thus it is further agreed and understood that SRI, or its assignees, will
'collect all shipments at this port of entry (San Francisco Airport), until
further notice.
7. Primate Contract Quantity: SRI commits to purchase a minimum of
000 primates per year. This primate order will consist of both Rhesus and
Cynomolgus primates. SRI will require an equal quantity of males and females
per individual shipments so the annual total of 800 will be 400 male and 400
female. The mix of species is always unknown but we believe that we will
require a minimum of 600 Rhesus and 200 Cynos per year.
8. Primate Quality: SST agrees to supply SRI with Primates according
to SRI's specifications as stated an their annual contract purchase order, if
a primate(s) is outside of the specification then sST agrees to remedy the
problem to satisfy SRI and it's customer(s). For example: if a primate(s) is
under weight then SST agrees to discount the price of said primate(s) or
replace the primate(s), or if a primate dies or has diseases outside of the
specifications then SST agrees to replace or discount the price of said
primate(s) with SRI's agreement. SST confirms that if any primates are out of
specification then SST will work with SRI remedy the situation to SRI's
satisfaction.
9. Invoices and Collections: SST will invoice SRI per shipment against
SRI's individual POs. SRI agrees to pay said SST invoices according to the
stated payment terms. SST's current payment terms are: net 35 days post USA
arrival. SST will not charge sales or use taxes on SST invoices since it is
understood that SRI is acting as a wholesale purchaser and will include
these products in contract sales, resell these products or retail these
products to third parties.
page 2 SRI/SST 10 Year Agreement
10. Future Relationships: The parties intend to jointly develop a
primate quarantine facility in the form of a joint venture which will import,
quarantine, hold and sell primates to third parties. It is believed that if
and when this joint venture occurs, that this agreement will be modified or
terminated based upon the parties new relationship and agreements.
IN WITNESS WHEREOF the undersigned have executed this Agreement
Scientific Resources International, Limited (SRI)
By: /s/ Xxxxxx X. Pickup Title: Managing Director, Partner
-------------------------------
Print name: Xxxxxx X. Pickup
Dated: Feb 3 , 1997
----------------------------
Scientific Resources International, Limited (SRI)
By: /s/ Xxxxxxxx X.X. Xxxx Title: Director Chinese Affairs, Partner
-------------------------------
Print name: L.C.K. Xxxx
Dated: Feb 4 , 1997
----------------------------
Shared Sci-Tech, Limited (SST)
By: /s/ Guogiang Li Title: General Manager
-------------------------------
Print name: Guogiang Li
Dated: Feb 8, , 1997
----------------------------
By: /s/ X. Xxxxxxxxx Title: Vice President
-------------------------------
Print name: D. Kornbrush
Dated: 3-17-97 , 19
----------------------------
