Exhibit 10gg
DISTRIBUTORSHIP AGREEMENT
This Agreement is entered into this 20th day of November, 1996, by and
between HEMAGEN DIAGNOSTICS, INC., a corporation organized and existing
under the laws of the State of Delaware, U.S.A. and having its principal
place of business at 00 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx, X.X.X.
(hereinafter referred to as "HEMAGEN"), and SCHIAPPARELLI BIOSYSTEMS B.V., a
corporation organized and existing under the laws of Holland and having its
principal place of business at Xxxxxxxxxxxxx 00, 0000 XX Woerden, X.X. Xxx
000 - 0000 XX Xxxxxxx, Xxx Xxxxxxxxxxx (hereinafter referred to as
"DISTRIBUTOR").
RECITALS
WHEREAS, DISTRIBUTOR desires to distribute certain products offered
for sale by HEMAGEN; and
WHEREAS, HEMAGEN desires to engage DISTRIBUTOR to market and sell said
products in the territory defined below; and
WHEREAS, DISTRIBUTOR and HEMAGEN desire to enter into a business
relationship pursuant to the terms of this Agreement; and
WHEREAS, DISTRIBUTER has represented to HEMAGEN that it has the
necessary facilities, personnel to commercially market and sell the
products.
WHEREAS, HEMAGEN has represented to DISTRIBUTOR that it has the
necessary facilities, personnel, and technology to commercially manufacture
the products.
NOW, THEREFORE, in consideration of the above recitals, and in
consideration of the mutual covenants and agreements hereinafter set forth,
HEMAGEN and DISTRIBUTOR do hereby agree as follows:
AGREEMENT
Article 1. Definitions
1.1 "PRODUCT(s)" means and includes certain of HEMAGEN's complete test
kits, as set forth in Appendix A and as amended from time to time by
mutual written agreement of the parties.
1.2. "AFFILIATE" means any entity directly or indirectly controlling,
controlled by, or under common control with, a party hereto.
"Control", as used in this definition, means the ownership of fifty
percent or more of the party in question.
1.3. "TERRITORY" means the Countries listed in the Attached Appendix 1.3.
1.4. "NON-EXCLUSIVE TERRITORY" means France , Spain, Philippines, Russia
and Austria. Austria shall only include the VIRGO products and France
shall only include the ENA ELISA products.
Article 2. Term
2.1 The initial term of this Agreement shall be for a period of two (2)
years unless terminated as provided in Article 13. This Agreement
shall automatically continue to be in effect after the initial term
for successive twelve-month periods unless it is terminated by either
party as provided in Article 13 or written notice of non-renewal is
given by either party to the other at least three (3) months prior to
the expiration of the initial term or at least three (3) months prior
to the expiration of any successive twelve-month term.
Article 3. Exclusive Sale and Distribution Rights
3.1. Distribution Rights. Subject to the terms and conditions hereinafter
set forth, DISTRIBUTOR shall have the exclusive right to market, sell
and distribute the PRODUCTs in the TERRITORY under the HEMAGEN label
or under its own label and DISTRIBUTOR shall have the non-exclusive
right to market, sell and distribute the PRODUCTs in the NON-EXCLUSIVE
TERRITORY under the HEMAGEN label or under its own label, so long as
the PRODUCTs are identified as being manufactured by HEMAGEN.
DISTRIBUTOR shall not have the right to enter into any agreements or
contracts which are binding upon HEMAGEN unless prior written approval
is given by HEMAGEN.
3.2 Exclusivity. During the term of this Agreement and any extensions
thereto, HEMAGEN will not sell, offer to sell or distribute PRODUCTs
under HEMAGEN's label to any person or entity within the TERRITORY.
HEMAGEN shall have the right to sell, offer to sell or distribute
PRODUCTs under HEMAGEN's label to any person or entity within the NON-
EXCLUSIVE TERRITORY. DISTRIBUTOR's right to sell, offer to sell or
distribute PRODUCTS in the NON-EXCLUSIVE TERRITORY may be terminated
as provided in Paragraph 13.7. In addition, DISTRIBUTOR's exclusive
right to sell, offer to sell or distribute PRODUCTS in the EXCLUSIVE
TERRITORY may be terminated as provided in Paragraph 3.4.
3.3 Minimum Purchases. In order to retain its exclusive distribution
rights in the TERRITORY as stated in this Article 3, DISTRIBUTOR must
purchase the minimum annual quantities of PRODUCT set forth in
Appendix B.
3.4 Termination of Exclusive Rights. The parties acknowledge that
DISTRIBUTOR currently sells in the TERRITORY, competitive ELISA
products to those manufactured by HEMAGEN. HEMAGEN shall have the
right, in its sole discretion, terminate DISTRIBUTOR's exclusive
distribution rights when a third party distributor indicates a desire
to sell both the VIRGO IFA and VIRGO ELISA products. DISTRIBUTOR will
retain non-exclusive rights to sell in the country(ies) within the
TERRITORY for the remaining term of the Agreement, provided the
Agreement is not terminated for as set forth in the Agreement.
Article 4. Terms and Conditions of Sale
4.1. HEMAGEN's terms and conditions of sale (defined in Appendix B and in
other provisions of this Agreement) will apply to all purchases by
DISTRIBUTOR, notwithstanding any variation as may appear on any
purchase order submitted by DISTRIBUTOR. All purchase orders and
amendments thereto must be in writing, and should contain (I) quantity
of at least the Minimum PRODUCT Order per shipment stated in Appendix
B, (ii) date of requested delivery, and (iii) preferred shipping
instructions, if any.
4.2. Shipping date. HEMAGEN shall use its best efforts to ship all such
orders so that the PRODUCTs arrive on the requested delivery date.
HEMAGEN shall promptly notify DISTRIBUTOR of any anticipated delays in
shipping.
4.3. Deliveries. All deliveries shall be made F.O.B. HEMAGEN's plant in
Waltham, Massachusetts or F.O.B. HEMAGEN's plant in Columbia, Maryland
(depending upon where the PRODUCTs are manufactured). For purposes of
this Agreement, F.O.B. shall also mean E.X.W. when ocean shipping is
not utilized. Title and risk of loss will transfer from HEMAGEN to
DISTRIBUTOR upon delivery of the PRODUCT to the F.O.B. point. Freight
and insurance charges shall be borne by DISTRIBUTOR.
4.4. Purchase Price. A current price list is attached to this Agreement as
Appendix C. This price list shall remain in effect without change for
twelve (12) months after the date of this Agreement. HEMAGEN will
notify DISTRIBUTOR of changes to its price list at least sixty (60)
days prior to the effective date of any price changes. All prices
quoted by HEMAGEN are subject to the addition of all taxes and duties
which are now or may be levied or assessed relating to the shipment or
delivery of the PRODUCTs to the DISTRIBUTOR and shall be paid by
DISTRIBUTOR. Any taxes which HEMAGEN is obligated to collect shall be
paid by DISTRIBUTOR upon payment of the purchase price for the
PRODUCT, or in lieu of this, DISTRIBUTOR shall provide to HEMAGEN a
duty or tax exemption certificate acceptable to the appropriate taxing
authorities.
Article 5. Non-competition
5.1. Competing Products. DISTRIBUTOR agrees that during the term of this
Agreement and any extensions thereto, neither it nor any AFFILIATE
will market or sell any goods or diagnostic tests which is competitive
with a PRODUCT.
Article 6. Cooperation/Best Efforts
6.1. Best Efforts. DISTRIBUTOR will use its best efforts to sell the
PRODUCTs and will not perform any acts that might jeopardize the
reputation of the PRODUCTs or of HEMAGEN. HEMAGEN will not perform
any acts that might jeopardize the reputation of the PRODUCTs or of
DISTRIBUTOR.
6.2. Cooperation. The spirit of this Agreement is that the two parties
shall cooperate to the fullest extent possible.
Article 7 Performance Standards
7.1. PRODUCT Acceptance. DISTRIBUTOR shall have the right (at its own
cost) to take random samples of PRODUCTs delivered by HEMAGEN for
analyzing purposes. Should the result of an analysis of any such
sample deviate from the PRODUCT specifications or quality control
standards, HEMAGEN shall be notified and provided with samples of the
PRODUCTs tested. If, following a review of the test results and after
conducting its own tests of the sample, HEMAGEN agrees that such
sample does not conform to said specifications or quality control
standards, HEMAGEN shall provide DISTRIBUTOR, free of any additional
charge, with new deliveries of the same quantity of the PRODUCTs as
the one from which the random sample were taken. DISTRIBUTOR shall
return, at HEMAGEN's expense, the particular lot or shipment of the
PRODUCT which does not comply with the aforesaid specifications or
quality control standards. In the event HEMAGEN finds that the test
results of the PRODUCT in question comply with specifications and
quality control standards, then replacement, if deemed necessary by
DISTRIBUTOR, shall be at DISTRIBUTOR's expense. HEMAGEN further
warrants that all test results will be made available to DISTRIBUTOR.
7.2. PRODUCT Modification. Throughout the term of this Agreement, HEMAGEN
may desire to make certain changes in the performance or appearance of
the PRODUCTs. HEMAGEN shall notify DISTRIBUTOR of all such changes in
performance or appearance. In any event, best efforts shall be made
to deliver such notification at least ninety (90) days prior to the
desired or expected implementation date in the event that such change
requires a re-filing for FDA (U.S. Food and Drug Administration)
regulatory clearance or a similar re-filing with any other regulatory
agency.
Article 8. Duties of DISTRIBUTOR
8.1. Trade and Advertising Practices. DISTRIBUTOR agrees that it shall not
engage in any unfair trade practices or make any false or misleading
statements or representations in its advertising, printed material, or
otherwise with respect to HEMAGEN and/or the PRODUCTs and/or any
trademark and/or any other proprietary property of HEMAGEN.
DISTRIBUTOR, at DISTRIBUTOR's cost, agrees to correct and/or change
any such statements which HEMAGEN considers materially objectionable.
If DISTRIBUTOR advertises the PRODUCTs, such advertising shall be in
compliance with all applicable state, federal and international laws
and regulations.
8.2. Export Issues. DISTRIBUTOR shall assist HEMAGEN with various United
States export issues such as licensing.
8.3. Licenses and Permits. DISTRIBUTOR, at its own expense, shall be
responsible for obtaining all licenses and permits required by any
governmental authority, regulatory or otherwise, in order to import
the PRODUCTs into the TERRITORY and the NON-EXCLUSIVE TERRITORY or
sell the PRODUCTs in the TERRITORY and the NON-EXCLUSIVE TERRITORY.
DISTRIBUTOR agrees, at its own expense, to comply with all applicable
laws, regulations and orders governing the sale, disposition, shipment
and import of the PRODUCTs and to purchase and maintain in effect all
licenses, permits and authorizations from all government agencies as
may be necessary to perform its obligations hereunder. Unless such
information is proprietary, HEMAGEN will supply DISTRIBUTOR with any
required information which DISTRIBUTOR shall reasonably request for
the sole purpose of obtaining licenses and permits.
8.4. Regulatory Approval. To the extent required by applicable laws and
prior to shipment of the PRODUCTs, DISTRIBUTOR agrees to submit the
PRODUCTs for approval of the applicable regulatory authorities in the
TERRITORY and the NON-EXCLUSIVE TERRITORY. Unless such information is
proprietary HEMAGEN shall provide DISTRIBUTOR with all technical and
other data developed by HEMAGEN in support of DISTRIBUTOR's regulatory
submission as soon as such data is, or has been, developed by HEMAGEN.
8.5. Compliance with Laws. DISTRIBUTOR agrees to comply at all times with
all applicable laws of the United States, including but not limited to
the controls of re-exports of U.S.-Origin commodities and technical
data and the provisions of the Foreign Corrupt Practices Act, and
similar laws of the U.S. and/or any other country.
8.6. PRODUCT Record Keeping. DISTRIBUTOR agrees to maintain and when
required by law or any governmental agency, provide to HEMAGEN
information that lists DISTRIBUTOR's lot numbers of each PRODUCT with
corresponding HEMAGEN lot numbers (if different), where each lot was
shipped, who purchased it and the address of the customer.
8.7. Conditions For Resale. DISTRIBUTOR shall be free to determine all
terms and conditions of resale of the PRODUCTs purchased from HEMAGEN.
Any additional warranty offered by DISTRIBUTOR or any modification of
HEMAGEN's limited warranty without express written approval or
concurrence by HEMAGEN shall be the sole responsibility of
DISTRIBUTOR, and DISTRIBUTOR shall indemnify HEMAGEN for any costs,
losses or damage incurred by its as a result of any such additional
warranty or modification.
Article 9. Duties of HEMAGEN
9.1. Technical Assistance and Training. HEMAGEN shall provide training and
technical assistance to DISTRIBUTOR necessary for the marketing of the
PRODUCTs. Technical assistance and training shall be provided by
HEMAGEN at no charge to DISTRIBUTOR except that if the training is
performed at DISTRIBUTOR's premises, HEMAGEN's personnel shall be
reimbursed by DISTRIBUTOR for their reasonable expense of travel,
meals, and lodging. All technical assistance and training shall be
performed at times convenient to both parties.
9.2. Instructions. HEMAGEN shall, at HEMAGEN's expense, provide
DISTRIBUTOR with written instructions (in English) relating to the
PRODUCT(s) use, and with such amendments thereto as subsequently
become available. However, DISTRIBUTOR shall be responsible, at
DISTRIBUTOR's cost, for having such instructions translated into any
language necessary to complete its obligations hereunder.
9.3. Distributor Assistance. HEMAGEN shall promptly respond to
DISTRIBUTOR's inquiries and provide technical support to DISTRIBUTOR
regarding the sale, use or operation of PRODUCTs.
9.4. Promotional Materials. HEMAGEN shall furnish DISTRIBUTOR, free of
charge, with promotional materials, samples of PRODUCTs and technical
data, the selection and quantity of which shall be determined at
HEMAGEN's sole discretion.
9.5. Export Licenses. HEMAGEN shall be responsible for obtaining all
export licenses required by the United States Government to export
PRODUCTs to the TERRITORY and the NON-EXCLUSIVE TERRITORY.
9.6. Good Manufacturing Practices. HEMAGEN shall manufacture PRODUCTs in
accordance with good manufacturing practices required by the FDA.
Article 10 Trademarks, Patents, Intellectual Property, and Indemnification
10.1. Right of Use. DISTRIBUTOR may use any of DISTRIBUTOR's trademarks,
trade names, service marks, copyrights or logos of DISTRIBUTOR's
choice relating to the marketing or sale of the PRODUCTs. All such
use will be for the benefit of DISTRIBUTOR, and HEMAGEN will acquire
no ownership in such marks, or trade names, copyrights, logos or
labels by virtue of such use.
10.2. Patents and Trademarks. DISTRIBUTOR acknowledges and agrees that
nothing herein shall give DISTRIBUTOR any right, title or interest in
or license to use any HEMAGEN patent, trademark, service xxxx, trade
name, copyright, or know-how, except as expressly set forth herein.
DISTRIBUTOR may use HEMAGEN's trademarks, trade names or service marks
only in connection with the sale, advertising and promotion of the
PRODUCT. DISTRIBUTOR shall be entitled to use HEMAGEN's trademarks,
trade names or service marks only during the term of this Agreement.
10.3. Indemnification. DISTRIBUTOR agrees to defend, indemnify and hold
HEMAGEN harmless from and against all loss, liability and expense
(including attorney's fees, settlements, litigation costs, and costs
of appeal) resulting from the acts or omissions of DISTRIBUTOR or its
agents with respect to its handling, marketing or selling of the
PRODUCTs including, but not limited to, DISTRIBUTOR's sale of the
PRODUCTs for use in humans or clinical diagnosis or analysis,
DISTRIBUTOR's fraud or misrepresentation in the use, distribution, or
sale of the PRODUCTs, or DISTRIBUTOR's mishandling of the PRODUCTs or
DISTRIBUTOR's failure to comply with the PRODUCTs' registration
requirements in any jurisdiction in which DISTRIBUTOR sells the
PRODUCTs. Likewise, HEMAGEN agrees to defend, indemnify and hold
DISTRIBUTOR harmless from all and against all loss, liability and
expense (including attorney's fees, settlements, litigation costs, and
costs of appeal) resulting from the acts or omissions of HEMAGEN or
its agents with respect to its handling or manufacturing of the
PRODUCTs including but not limited to HEMAGEN's fraud or
misrepresentation in the manufacture or sale of the PRODUCTs, or
HEMAGEN's mishandling of the PRODUCTs.
10.4. Indemnification Notice. Each party shall give prompt notice of any
claim, loss or liability for which such party seeks defense and
indemnification. If either party wishes to enter the defense of a
suit brought pursuant to the indemnification sections of this
Agreement being defended by the other party, such party may do so at
its own cost. The control of such case shall remain with the
indemnifying party unless otherwise agreed to in writing.
10.5. Settlement Notice. If either party wishes to settle a case for which
the other party is liable for indemnification, the party wishing to
settle shall first obtain the written approval of the indemnifying
party.
10.6. Insurance. Each party will keep in force during the term of this
Agreement all customary forms of insurance, including but not limited
to product liability insurance, in such amounts as are prudently
required.
10.7. Infringement. HEMAGEN shall undertake at HEMAGEN's own expense the
defense of any suit or action for infringement of HEMAGEN's patents
brought against DISTRIBUTOR, which suit or action results from the
sale of any PRODUCTs, provided that DISTRIBUTOR shall have promptly
advised HEMAGEN in writing of each notice or claim of infringement
received by DISTRIBUTOR and of the commencement of the suit or action.
HEMAGEN shall hold DISTRIBUTOR harmless from damages or other sums
which may be assessed or may become payable under any final decree or
judgment in any such suit or action or under any settlement thereof.
HEMAGEN shall have sole charge and direction of the defense of any
such suit or action and of all negotiations for such settlement, but
shall use commercial reasonableness and shall consult with DISTRIBUTOR
with regard to the defense or settlement of any such suit or action.
DISTRIBUTOR shall be obligated to render all reasonable assistance
which may be required by HEMAGEN at HEMAGEN's expense. DISTRIBUTOR
may retain counsel of its own selection and at its own expense to
advise and consult with HEMAGEN's counsel. HEMAGEN may not settle any
suit or action without the consent of DISTRIBUTOR, if by such
settlement DISTRIBUTOR is obligated to make any monetary payment, to
part with any property or interest therein, to assume any obligation
or to be subject to any injunction. The parties agree that if the
PRODUCTs supplied by HEMAGEN are found to be infringing on a third-
party patent, HEMAGEN will negotiate in good faith with the third
party to obtain a license to use the third party's technology and, if
HEMAGEN fails to obtain such a license, or if HEMAGEN is subject to a
permanent injunction, then DISTRIBUTOR shall have the right to either
terminate this Agreement by giving written notice of termination to
HEMAGEN, and return for full credit all inventory on hand, or
negotiate with the infringed party for such a license. HEMAGEN's
indemnification resulting from any infringement on third party patent
shall exclude DISTRIBUTOR's costs involved in negotiation with any
infringed party for such a license.
Article 11 Limited Warranty
11.1. Shelf Life Warranty. The PRODUCT shall have a shelf life, at the time
of shipment by HEMAGEN, as specified in Appendix A. HEMAGEN shall not
be liable for any variance from specifications or any failure to
satisfy the shelf life requirement to the extent such variance is
caused by conditions or events occurring after shipment from HEMAGEN's
plant.
11.2. PRODUCT Specification, Defective PRODUCT Notice and PRODUCT
Complaints. HEMAGEN warrants that, at the time of delivery to
DISTRIBUTOR, all PRODUCTs supplied by HEMAGEN shall meet PRODUCT
specifications. Either party shall immediately notify the other party
in writing should it become aware of any defect or condition that may
render the PRODUCT(s) supplied by HEMAGEN in violation of the U.S.
Food, Drug and Cosmetic Act, or of a similar law of any jurisdiction
where the PRODUCT is sold. The parties shall share with each other
all data on the PRODUCT complaints including, but not limited to,
complaints or information regarding performance and/or allegations or
reports of any negative effect from the use or misuse of the PRODUCTs
as soon as such data is available. Each party will assist the other
in resolving DISTRIBUTOR's customers' complaints. However,
DISTRIBUTOR shall have sole responsibility and authority to interact
directly with DISTRIBUTOR's customers in the resolution of such
complaints, and HEMAGEN shall be responsible only for interacting with
DISTRIBUTOR in such matters.
11.3. Warranties. THE WRITTEN WARRANTIES OF HEMAGEN IN THIS ARTICLE 11 ARE
THE SOLE EXCLUSIVE WARRANTIES PROVIDED TO DISTRIBUTOR AND TO CONSUMERS
AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL,
IMPLIED OR STATUTORY. HEMAGEN WARRANTS THE PRODUCT AGAINST DEFECTS IN
MATERIAL AND WORKMANSHIP UNDER THE NORMAL USE AND SERVICE FOR WHICH IT
WAS DESIGNED, FOR THE SHELF LIFE PERIOD DEFINED IN APPENDIX A,
HEMAGEN'S OBLIGATION UNDER THIS WARRANTY BEING LIMITED TO THE
REPLACEMENT OF THE PRODUCT DETERMINED BY IT TO BE DEFECTIVE, PLUS
TRANSPORTATION COSTS FOR RETURN OF THE PRODUCT. ALL REPLACEMENTS WILL
BE SHIPPED F.O.B. DISTRIBUTOR'S RECEIVING FACILITY.
Article 12 Confidentiality
12.1 Confidentiality. For the purposes of this Agreement, the term
"Confidential Information" shall be any information embodying
concepts, ideas, techniques, know-how, formulations, market data,
customer lists, PRODUCT specifications and accounting data which:
(a) is disclosed by one party hereto to the other;
(b) is claimed by the disclosing party to be secret,
confidential and proprietary to the disclosing party; and
(c) if disclosed in writing, is marked by the disclosing party
to indicate its confidential nature or if disclosed
orally, is claimed in writing by the disclosing party to
be confidential within ten (10) days following disclosure.
During the period that this Agreement remains in effect and for a
period of three (3) years following termination hereof, each party
(except as is explicitly otherwise required hereby) shall keep
confidential, shall not use for itself or for the benefit of others
and shall not copy or allow to be copied in whole or in part any
Confidential Information disclosed to such party by the other.
The obligations of confidentiality imposed upon the parties by the
foregoing paragraph shall not apply with respect to any alleged
Confidential Information which:
(a) is known to the recipient thereof, as evidenced by said
recipient's written records, prior to receipt thereof from the
other party hereto;
(b) is disclosed to said recipient after the day hereof by a third
party who has the right to make such disclosure; or
(c) is or becomes a part of the public domain through no fault of
the said recipient.
Article 13. Termination
13.1. Termination For Cause. Either party will have the right to terminate
this Agreement if the other party (a) assigns this Agreement or any
of its rights hereunder in violation of the provisions of Section 16.3
of this Agreement, or (b) becomes bankrupt or insolvent, or (c) makes
an assignment for the benefit of creditors, or a receiver, trustee in
bankruptcy or similar officer appointed to take charge of all or part
of its property, and such event has not been cured within thirty (30)
days of written notice thereof by the non-breaching party. If either
party materially breaches this Agreement, including, but not limited
to, (a) DISTRIBUTOR's failure to adhere to the non-competition
requirements of Section 5.1, (b) DISTRIBUTOR's failure to meet its
obligation regarding minimum annual purchases of PRODUCT, and (c)
either party's failure to adhere to the confidentiality provisions and
restrictions on use of information set forth in Section 12.1, then
notwithstanding any other provision of this Agreement, no cure period
shall be allowed and the non-breaching party shall be entitled to
terminate this Agreement immediately.
13.2. Termination Without Cause. Either party shall have the right to
terminate this Agreement upon twelve (12) months written notice
without cause.
13.3. Rights and Obligations on Termination. Upon termination of this
Agreement, DISTRIBUTOR shall immediately discontinue any previously
authorized use of any of HEMAGEN's Proprietary Rights and shall
immediately cease all conduct that might cause anyone to believe that
DISTRIBUTOR is authorized to market or sell PRODUCTs or otherwise
connected with HEMAGEN, and HEMAGEN may itself or through others,
commence sale, distribution and service of PRODUCTs in the TERRITORY.
Upon termination or expiration of this Agreement, DISTRIBUTOR will
immediately turn over to HEMAGEN all promotional and other materials
relating to HEMAGEN's PRODUCTs and shall immediately cease to
represent itself as authorized to market or sell PRODUCTs.
13.4. Termination or Expiration Damages. Neither HEMAGEN nor DISTRIBUTOR
shall be liable to the other, or to any other business entity solely
by reason of the expiration or termination of this Agreement
regardless of the rationale for or propriety of any termination or
expiration. The exculpation from liability shall be for any losses or
damages of any kind whatsoever, including, but not limited to, direct,
indirect, special, consequential or incidental damages sustained by
reason of such termination, including but not limited to, any claim
for loss of compensation or profits or for loss of prospective
compensation or prospective profits in respect of sales of any of the
PRODUCTs or on account of any expenditures, investments, leases,
capital improvements or any other commitments made by either party in
connection with their respective business made in reliance upon or by
virtue of this Agreement or otherwise.
13.5. Acknowledgment of Parties. Each party hereto agrees that if this
Agreement is terminated rightfully and in good faith by the other
pursuant to the terms of this Agreement, the terminating party shall
not be liable to the other party for any termination compensation
whatsoever, whether based upon goodwill established, clientele
obtained, expenditures incurred, investments made, activities
undertaken or otherwise. Termination of this Agreement for any reason
whatsoever shall not relieve either of the parties hereto from making
payment of monies due to the other from fulfilling obligations
incurred up to the effective date of termination or as otherwise
expressly provided in this Agreement.
13.6 Transfer of Importation License. Upon termination of this Agreement,
DISTRIBUTOR shall transfer any government or regulatory license(s) or
permit(s), if any, which authorizes or approves the importation and
sale of PRODUCTs into the TERRITORY to HEMAGEN or its nominee.
13.7. Termination of Distribution Rights in NON-EXCLUSIVE TERRITORY Without
Cause. HEMAGEN shall have the right, upon three (3) months written
notice, without cause, to terminate DISTRIBUTOR's distribution rights
in the NON-EXCLUSIVE TERRITORY. Before exercising its right to
terminate DISTRIBUTOR's rights in the NON-EXCLUSIVE TERRITORY, HEMAGEN
must allow DISTRIBUTOR a thirty day (30) right to attempt to negotiate
with HEMAGEN for exclusive distribution rights in the NON-EXCLUSIVE
TERRITORY. During such thirty day period, HEMAGEN and DISTRIBUTOR
shall negotiate in good faith. Paragraphs 13.3, 13.4, 13.5 and 13.6
shall apply in the case that HEMAGEN exercises its rights to terminate
the NON-EXCLUSIVE TERRITORY.
Article 14 PRODUCT Recall and Regulatory Compliance
14.1. Data Base. HEMAGEN and DISTRIBUTOR shall maintain a data base to
support all claims made or to be made regarding PRODUCTs' performance.
14.2 Inquiries. Each party shall keep the other informed of any formal or
informal inquiry relating to PRODUCTs sold hereunder by any regulatory
agency of any state or national government.
14.3 PRODUCT Recall. Should PRODUCT performance or any governmental action
require the recall or withholding from market of PRODUCTs sold by
HEMAGEN to DISTRIBUTOR, DISTRIBUTOR shall bear the costs and expenses
of recall if such recall is the result of any fault or omission
attributable to DISTRIBUTOR and HEMAGEN shall bear the costs and
expenses of recall if such recall is the result of any fault or
omission attributable to HEMAGEN. Should such recall result from the
equal fault of both parties, or should it prove impossible to assign
fault to the satisfaction of both parties, the parties shall share the
said costs and expenses equally.
Article 15. Arbitration
15.1. Any controversy or claim arising under or in relation to this
Agreement, except as otherwise expressly provided below, shall be
settled exclusively by arbitration in accordance with the
International Arbitration Rules of the American Arbitration
Association (AAA). There shall be three arbitrators: one selected by
HEMAGEN, one selected by DISTRIBUTOR, and one selected by the parties
jointly or, failing their agreement, selected pursuant to the rules of
the AAA. The arbitration shall be conducted in English and shall be
held in Massachusetts. The prevailing party shall be entitled to
recover its costs and attorneys' fees. The decision of the
arbitrators shall be final and binding on the parties, and judgment
upon the award rendered by the arbitrators may be entered by any court
having jurisdiction thereof. The provisions of this arbitration
clause shall not be applied to the determination of questions
affecting the validity or scope of any trademarks or other
intellectual property rights.
Article 16. General Provisions
16.1 Antiboycott Compliance. DISTRIBUTOR will not require or request
HEMAGEN to take any action or to provide any information in the
fulfillment of this Agreement which would cause HEMAGEN to violate the
antiboycott laws of the United States.
16.2. Entire Agreement. This Agreement, including the Appendices,
constitutes the entire agreement between the parties with respect to
the subject matter hereof, and may not be modified (unless expressly
provided otherwise herein) except by a writing duly signed by both
parties.
16.3. Assignment, Waiver, Severability. Neither party may assign this
Agreement without the prior written consent of the other party.
Failure by either party to enforce any term hereof shall not be deemed
a waiver of future enforcement of that or any other term. If any
provision of this Agreement is declared void or unenforceable by any
judicial, administrative or arbitration authority, such action will
not nullify the remaining provisions of this Agreement.
16.4. Governing Law. This Agreement shall be governed and construed under
and according to the laws of the Commonwealth of Massachusetts,
U.S.A., excluding its choice of laws rules. The Vienna Convention on
the International Sale of Goods is expressly excluded from
application.
16.5. Relationship Created. The relationship of the parties is that of
independent contractors. Nothing in this Agreement shall be construed
as establishing an agency, joint venture or partnership between the
parties. Each party is an independent entity, and shall have sole
responsibility for its employees, even while such employees are on the
premises of the other party's facility(ies). Neither DISTRIBUTOR nor
HEMAGEN shall have the right to enter into any contracts or
commitments or to make any representations or warranties, whether
express or implied, in the name of or on behalf of any other party, or
to bind any other party in any respect whatsoever, unless agreed to in
writing or expressly permitted in this Agreement.
16.6. Authority. Each party hereby represents and warrants that it has full
power and authority to enter into and perform this Agreement, without
any governmental approvals, and that its entering into and performance
of this Agreement will not conflict with any other agreement to which
it is a party or by which it is bound.
16.7. Notice. Any written notice, or statement, necessary or appropriate
under this Agreement shall be deemed to be properly given if delivered
personally in writing or sent by registered or certified mail to the
party to be notified at the address set forth above or at such other
address as either party may hereafter designate in writing.
16.8. Captions. The captions or paragraph headings of this Agreement do not
constitute any substantive part of this Agreement and shall not be
considered in the construction or interpretation of this Agreement.
16.9. Force Majeure. Each party hereto shall be excused from the
performance of its obligations hereunder in the event such performance
is prevented by force majeure, and such excuse shall continue for so
long as the condition constituting such force majeure and any
consequences resulting from such condition continues. In addition, in
the event the condition constituting the force majeure causes a
substantial inability by either party hereto to meet its obligations
hereunder, the term of this Agreement may, upon written agreement of
both parties, be suspended for the period of such inability, but not
to exceed six (6) months. For the purposes of this Agreement, force
majeure shall mean causes beyond either party's control including,
without limitation, acts of God; regulations or laws of any
government; war, riot or civil commotion; damage to or destruction of
production facilities or materials by fire, earthquake, storm or other
disaster; manufacturing or transportation delay, strikes or other
labor disturbances, epidemic; and failure or default of public
utilities or common carriers.
IN CONSIDERATION OF the foregoing terms and conditions, DISTRIBUTOR and
HEMAGEN have executed this Agreement on the day and year first written
above.
HEMAGEN DIAGNOSTICS, INC. SCHIAPPARELLI BIOSYSTEMS B.V.
/s/ Xxxx Xxxxxxxxx /s/ J. J. H. Korten
Xxxx Xxxxxxxxx, President J. J. H. Korten
HEMAGEN DIAGNOSTICS, INC. SCHIAPPARELLI BIOSYSTEMS B.V.
Appendix 1.3 -- Territory
TERRITORY shall mean:
Bangladesh
Belgium
Brunei
Cyprus
Turkey
Czech Rep
Denmark
Egypt
Finland
Greece
Hong Kong
Iceland
Jordan
Korea
Kuwait
Lebanon
Malaysia
Malta
Netherlands
Norway
Oman
Pakistan
Portugal
Qatar
Saudi Arabia
Singapore
South Africa
Sweden
Switzerland
Syria
Taiwan
Thailand
Tunisia
Turkey
United Arab Emirates
Zimbabwe
Catalogue No. Description List Price
Appendix A -- Products
AUTOIMMUNE DISEASE
IMMUNOFLUORESCENCE ANTIBODY KITS
ANTINUCLEAR (XXX) KB-SUBSTRATE
902070 48 Determination Kit (IgG) 12 x 4-well slides
902075 200 Determination Kit (IgG) 25 x 8-well slides
902077 200 Determination Kit (IgG) 25 x 8-well slides
COMPONENTS AND SLIDES
902071 12 x 4-well slides
902078-S XXX Positive Control, 1 mL
902076 25 x 8-well slides
902079-S Conjugate: FITC labeled goat anti-human
IgG(heavy and light chains) with
counterstain, 2 mL
HEP-2 SUBSTRATE
902332 200 Determination Kit (IgG) 25 x 8-well slides
902360 600 Determination Kit (IgG) 50 x 12-well slides
902370 1200 Determination Kit (IgG) 100 x 12-well slides
ANTI-MITOCHONDRIAL (AMA)
902080 48 Determination Kit (IgG) 12 x 4-well slides
COMPONENTS AND SLIDES
902090 12 x 4-well slides
ANTI-nDNA (n-DNA)
902409 48 Determination Kit (IgG) 6 x 8-well slides
902420 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDE
902408 6 x 8-well slides
ELISA ANTIBODY KITS
6630 ENA SCREENING - 6
96 xxxxx for the simultaneous detection of
RNP, Sm, SS-A, SS-B, Scl-70 and Jo-1
6601 ENA SCREENING - 4
96 xxxxx for the simultaneous detection of
RNP, Sm, SS-A, and SS-B
6641 ENA COMBI - 6
96 well kit. Contains xxxxx to test for
RNP, Sm, SS-A, SS-B, Scl-70 and Jo-1
6640 ENA COMB - 4
64 well kit. Contains xxxxx to test for
RNP, Sm, SS-A and SS-B
6607 Scl-70, 96 xxxxx
6608 Jo-1, 96 xxxxx
6611 Sm/RNP, 96 xxxxx
6612 Sm, 96 xxxxx
6614 XX-X, 00 xxxxx
0000 XX-X, 96 xxxxx
0000 Xxxxxxxxxx Factor, 96 xxxxx*
6621 dsDNA, 96 xxxxx*
6606 Anti-Cardiolipin, IgG and IgM, 96 xxxxx
6606A Anti-Cardiolipin IgA Calibrator - reagents
for up to 48 xxxxx
(designed to be used with catalogue #6606)
HEMAGGLUTINATION KITS
6420 ENA SCREENING - 4
64 Tests for the simultaneous detection
of RNP, Sm, SS-A and SS-B
6401 RNP/Sm, 128 tests
6403 RNP/Sm, 64 tests
6415 SS-A/SS-B, 2x48 tests
6412 Scl-70, 64 tests
6417 Jo-1, 64 tests
6407 dsDNA, 96 tests
6413 RF, 192 tests
INFECTIOUS DISEASE
IMMUNOFLUORESCENCE ANTIBODY KITS
TOXOPLASMA (TOXO)
902010 120 Determination Kit (IgG) 15 x 8-well slides
902020 200 Determination Kit (IgG) 25 x 8-well slides
COMPONENTS AND SLIDES
902019-S Toxoplasma Negative Control (IgM), 0.5 mL
902021 25 x 8-well slides
902041 Conjugate: FITC labeled goat anti-human IgG
(heavy and light chains) with Xxxxx Blue
counterstain, 2 mL
902048 Conjugate: FITC labeled goat anti-human
IgM(mu-chain specific) with Xxxxx Blue
counterstain 2.5 mL
902049-S Toxoplasma Positive Control (IgM), 0.5 mL
CYTOMEGALOVIRUS (CMV)
902111 96 Determination Kit (IgG) 12 x 8-well slides
902112 96 Determination Kit (IgM) 12 x 8-well slides
902113 200 Determination Kit (IgG) 25 x 8-well slides
COMPONENTS AND SLIDES
902114-S Conjugate: FITC labeled goat anti-human IgG
(heavy and light chains) with counterstain, 2 mL
902115-S Conjugate: FITC labeled goat anti-human IgM
(mu-chain specific) with counterstain, 2 mL
902117-S CMV Positive Control (IgG), 1 mL
902118-S CMV Positive Control (IgM), 0.5 mL
902120-S CMV Negative Control (IgG), 1 mL
902121-S CMV Negative Control (IgM), 1 mL
902123 12 x 8-well slides
902124 25 x 8-well slides
FLUORESCENT TREPONEMAL ANTIBODY-ABSORPTION (FTA-ABS)
902300 60 Determination Kit (IgG) 15 x 4-well slides
902301 200 Determination Kit (IgG) 25 x 8-well slides
COMPONENTS AND SLIDES
902304 25 x 8-well slides
902309-S FTA-ABS Sorbent, 10 mL
HERPES SIMPLEX VIRUS TYPE I (HSV1)
902500 96 Determination Kit (IgG) 12 x 8-well slides
902506 200 Determination Kit (IgG) 25 x 8-well slides
COMPONENTS AND SLIDES
902501 12 x 8-well slides
902504-S Conjugate: FITC labeled goat anti-human IgG
(heavy and light chains) with counterstain, 2 mL
902507 25 x 8-well slides
HERPES SIMPLEX VIRUS TYPE 2 (HSV2)
902600 96 Determination Kit (IgG) 12 x 8-well slides
902606 200 Determination Kit (IgG) 25 x 8-well slides
COMPONENTS AND SLIDES
902601 12 x 8-well slides
902607 25 x 8-well slides
RUBELLA
902700 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDES
902701 12 x 8-well slides
VARICELLA-ZOSTER (VZV)
902800 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDES
902801 12 x 8-well slides
902804-S Conjugate: FITC labeled goat anti-human IgG
(heavy and light chains) with counterstain, 2 xX
XXXXXXX-XXXX VIRUS (EBV) VCA
902900 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDES
902901 12 x 8-well slides
CHLAMYDIA TRACHOMATIS
903000 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDES
903001 12 x 8-well slides
903004-S Conjugate: FITC labeled goat anti-human IgG
(heavy and light chains) with counterstain, 2 mL
MEASLES
903100 96 Determination Kit 12 x 8-well slides
COMPONENTS AND SLIDES
903101 12 x 8-well slides
903104-S Conjugate: FITC labeled goat anti-human IgG
(heavy and light chains), 2 mL
MUMPS
903200 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDES
903201 12 x 8-well slides
RESPIRATORY SYNCYTIAL VIRUS (RSV)
903300 96 Determination Kit (IgG) 12 x 8-well slides
COMPONENTS AND SLIDES
903301 12 x 8-well slides
6637 Herpes I 96 xxxxx
6638 Herpes II 96 xxxxx
UNIVERSAL IFA COMPONENTS
903405 IFA Buffer (5 packs - sufficient for 5 liters)
902083 Buffered Glycerol, 4 x 2 mL vials
902200-S Universal IgM Conjugate
ACUTE PHASE REACTANT KITS
6602 Serum Amyloid A (EIA), 96 xxxxx*
6605 C-Reactive Protein (EIA), 96 xxxxx
Human Interleukin-2
T-Cell Growth Factor
906011 50 mL Bottle
* Available For Export and/or Research Use Only. Call for availability.
Shelf Life
Minimum shelf life for PRODUCTs is 8 months from date of expiration.
Appendix B - Terms
1. HEMAGEN grants to DISTRIBUTOR marketing rights to sell PRODUCTs in the
TERRITORY.
2. Minimum orders for the initial term are listed below.
Purchase Minimums
Year 1 $250,000
Year 2 $350,000
Year 3 $450,000
3. Orders are shipped F.O.B. Waltham, Massachusetts or Columbia, Maryland
(depending on place of manufacture); payment terms are U.S. dollars net
60 days. Any cost or chargers for currency conversion shall be borne by
DISTRIBUTOR.
4. Should HEMAGEN and DISTRIBUTOR elect to extend the Agreement beyond the
initial term as provided in Article 2, new minimums, not lower than
those set for the previous year, will be established by mutual
agreement.
Catalog No. Description List Price
Appendix C - PRICES
AUTOIMMUNE DISEASE
IMMUNOFLUORESCENCE ANTIBODY KITS
ANTINUCLEAR (XXX) KB-SUBSTRATE
902070 48 Determination Kit (IgG) 12 x 4-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902075 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902077 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902071 12 x 4-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902078-S XXX Positive Control, 1 mL CONFIDENTIAL
TREATMENT
REQUESTED
902076 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902079-S Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
(heavy and light chains) with counterstain, TREATMENT
2 mL REQUESTED
HEP-2 SUBSTRATE
902332 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902360 600 Determination Kit (IgG) 50 x 12-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902370 1200 Determination Kit (IgG) 100 x 12-well CONFIDENTIAL
slides TREATMENT
REQUESTED
902330 48 Determination Kit (IgG) 12 x 4 well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902331 12 x 4 well Slides Hep-2 substrate CONFIDENTIAL
TREATMENT
REQUESTED
902333 25 x 8 well Slides Hep-2 Substrate CONFIDENTIAL
TREATMENT
REQUESTED
ANTI-MITOCHONDRIAL (AMA)
902080 48 Determination Kit (IgG) 12 x 4-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902090 12 x 4-well slides CONFIDENTIAL
TREATMENT
REQUESTED
ANTI-nDNA (n-DNA)
902409 48 Determination Kit (IgG) 6 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902420 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDE
902408 6 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
ELISA ANTIBODY KITS
6630 ENA SCREENING - 6 CONFIDENTIAL
96 xxxxx for the simultaneous detection TREATMENT
of RNP, Sm, SS-A, SS-B, Scl-70 and Jo-1 REQUESTED
6601 ENA SCREENING - 4 CONFIDENTIAL
96 xxxxx for the simultaneous detection TREATMENT
of RNP, Sm, SS-A, and SS-B REQUESTED
6641 ENA COMBI - 6 CONFIDENTIAL
96 well kit. Contains xxxxx to test for TREATMENT
RNP, Sm, SS-A, SS-B, Scl-70 and Jo-1 REQUESTED
6640 ENA COMB - 4 CONFIDENTIAL
64 well kit. Contains xxxxx to test for TREATMENT
RNP, Sm, SS-A and SS-B REQUESTED
6607 Scl-70, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6608 Jo-1, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6611 Sm/RNP, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6612 Sm, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6614 SS-A, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6615 SS-B, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6613 Rheumatoid Factor, 96 xxxxx* CONFIDENTIAL
TREATMENT
REQUESTED
6621 dsDNA, 96 xxxxx* CONFIDENTIAL
TREATMENT
REQUESTED
6606 Anti-Cardiolipin, IgG and IgM, 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
6606A Anti-Cardiolipin IgA Calibrator - reagents CONFIDENTIAL
for up to 48 xxxxx TREATMENT
(designed to be used with catalogue #6606) REQUESTED
HEMAGGLUTINATION KITS
6420 ENA SCREENING - 4 CONFIDENTIAL
64 Tests for the simultaneous detection TREATMENT
of RNP, Sm, SS-A and SS-B REQUESTED
6401 RNP/Sm, 128 tests CONFIDENTIAL
TREATMENT
REQUESTED
6403 RNP/Sm, 64 tests CONFIDENTIAL
TREATMENT
REQUESTED
6415 SS-A/SS-B, 2x48 tests CONFIDENTIAL
TREATMENT
REQUESTED
6412 Scl-70, 64 tests CONFIDENTIAL
TREATMENT
REQUESTED
6417 Jo-1, 64 tests CONFIDENTIAL
TREATMENT
REQUESTED
6407 dsDNA, 96 tests CONFIDENTIAL
TREATMENT
REQUESTED
6413 RF, 192 tests CONFIDENTIAL
TREATMENT
REQUESTED
INFECTIOUS DISEASE
IMMUNOFLUORESCENCE ANTIBODY KITS
TOXOPLASMA (TOXO)
902010 120 Determination Kit (IgG) 15 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902020 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902019-S Toxoplasma Negative Control (IgM), 0.5 mL CONFIDENTIAL
TREATMENT
REQUESTED
902021 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902041 Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
TREATMENT
REQUESTED
(heavy and light chains) with Xxxxx Blue counterstain, 2 mL
902048 Conjugate: FITC labeled goat anti-human CONFIDENTIAL
IgM(mu-chain specific) with Xxxxx Blue TREATMENT
counterstain 2.5 mL REQUESTED
902049-S Toxoplasma Positive Control (IgM), 0.5 mL CONFIDENTIAL
TREATMENT
REQUESTED
CYTOMEGALOVIRUS (CMV)
902111 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902112 96 Determination Kit (IgM) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902113 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902114-S Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
(heavy and light chains) with counterstain, TREATMENT
2 mL REQUESTED
902115-S Conjugate: FITC labeled goat anti-human IgM CONFIDENTIAL
(mu-chain specific) with counterstain, 2 mL TREATMENT
REQUESTED
902117-S CMV Positive Control (IgG), 1 mL CONFIDENTIAL
TREATMENT
REQUESTED
902118-S CMV Positive Control (IgM), 0.5 mL CONFIDENTIAL
TREATMENT
REQUESTED
902123 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902124 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
FLUORESCENT TREPONEMAL ANTIBODY-ABSORPTION (FTA-ABS)
902300 60 Determination Kit (IgG) 15 x 4-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902301 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902304 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902309-S FTA-ABS Sorbent, 10 mL CONFIDENTIAL
TREATMENT
REQUESTED
HERPES SIMPLEX VIRUS TYPE I (HSV1)
902500 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902506 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902501 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902504-S Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
TREATMENT
REQUESTED
(heavy and light chains) with counterstain, 2 mL
902507 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
HERPES SIMPLEX VIRUS TYPE 2 (HSV2)
902600 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902606 200 Determination Kit (IgG) 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902601 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902607 25 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
RUBELLA
902700 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902701 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
VARICELLA-ZOSTER (VZV)
902800 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902801 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
902804-S Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
(heavy and light chains) with counterstain, TREATMENT
2 mL REQUESTED
XXXXXXX-XXXX VIRUS (EBV) VCA
902900 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
902901 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
CHLAMYDIA TRACHOMATIS
903000 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
903001 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
903004-S Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
(heavy and light chains) with counterstain, TREATMENT
2 mL REQUESTED
MEASLES
903100 96 Determination Kit 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
903101 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
903104-S Conjugate: FITC labeled goat anti-human IgG CONFIDENTIAL
(heavy and light chains), 2 mL TREATMENT
REQUESTED
MUMPS
903200 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
903201 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
RESPIRATORY SYNCYTIAL VIRUS (RSV)
903300 96 Determination Kit (IgG) 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
COMPONENTS AND SLIDES
903301 12 x 8-well slides CONFIDENTIAL
TREATMENT
REQUESTED
UNIVERSAL IFA COMPONENTS
903405 IFA Buffer (5 packs - sufficient for 5 liters) CONFIDENTIAL
TREATMENT
REQUESTED
902083 Buffered Glycerol, 4 x 2 mL vials CONFIDENTIAL
TREATMENT
REQUESTED
902200-S Universal IgM Conjugate CONFIDENTIAL
TREATMENT
REQUESTED
ACUTE PHASE REACTANT KITS
6602 Serum Amyloid A (EIA), 96 xxxxx* CONFIDENTIAL
TREATMENT
REQUESTED
6605 C-Reactive Protein (EIA), 96 xxxxx CONFIDENTIAL
TREATMENT
REQUESTED
Human Interleukin-2
T-Cell Growth Factor
906011 50 mL Bottle CONFIDENTIAL
TREATMENT
REQUESTED
