Exhibit 10.4
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (this "Agreement"), made on the 2nd day of
March, 1999, by and between Biochrom Limited, a company incorporated in England,
having its registered office at Xxxx 00 Xxxxx X Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxx
Xxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx ("Newco") and Amersham Pharmacia Biotech AB, a
company incorporated in Sweden, having its registered office at Xxxxxxxxxx 00,
XX-000 00 Xxxxxxx, Xxxxxx.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Asset Purchase Agreement by and between
Newco and Pharmacia Biotech (Biochrom) Limited ("Biochrom"), Pharmacia & Upjohn,
Inc. and Harvard Apparatus, Inc., dated March 2, 1999 (the "Purchase
Agreement"), Newco is purchasing from Biochrom the business and substantially
all of the assets of Biochrom (the "Acquisition");
WHEREAS, it is a condition to the closing of the Acquisition that AP
Biotech enter into this Agreement with Newco and that this Agreement become
effective upon the closing of the Acquisition;
WHEREAS, subsequent to the consummation of the Acquisition, Newco will be
the manufacturer and seller of certain Products (as hereinafter defined)
previously manufactured and/or sold by Biochrom and distributed by AP Biotech;
and
WHEREAS, Newco and AP Biotech desire that AP Biotech distribute certain of
the Products on the terms and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual
agreements and understandings set forth herein, the parties hereto hereby agree
as follows:
SECTION 1. DEFINITIONS. (a) As used in this Agreement, the following terms
shall have the following meanings:
"AAA Products" shall mean those products set forth in SCHEDULE 1(a)
attached hereto.
"AP Biotech" shall mean Amersham Pharmacia Biotech AB and its affiliates.
An affiliate shall consist of any entity that, directly or indirectly, is
wholly-owned, or has not less than a majority of its voting power or economic
interests owned, by Amersham Pharmacia Biotech Ltd.
"Closing Date" shall mean the date of the closing of the Acquisition.
"Current Products" shall mean all products sold or offered for sale by
Biochrom to AP Biotech prior to the Closing Date (including without limitation,
those products listed in
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
SCHEDULES 1(a) AND 1(b) attached hereto). The term "Current Products" shall
not include any Modified Products, New Products or Excluded Market Products.
"Customer Information" shall mean, to the extent that such information is
in the possession of AP Biotech, (A) information, including names, addresses,
telephone and facsimile numbers and e-mail addresses, and purchase histories
owned by or in the possession of AP Biotech for all customers (which customers
shall include, but shall not be limited to, all subdistributors of AP Biotech
which engage in the distribution of products manufactured and sold by Biochrom)
of AP Biotech that have purchased Products (including any prior version of
Products or discontinued Products) from AP Biotech or have been sent quotes for
the prospective purchase of Products and (B) similar information for each
end-user of the Products other than customers. Notwithstanding the foregoing,
the Customer Information shall exclude all information regarding the prices at
which Products were sold by AP Biotech to its customers.
"Daily Rate" shall mean, with respect to any Quarter or Year, the relevant
Quarterly Minimum or Yearly Minimum, as the case may be, divided by the number
of days contained within such Quarter or Year, respectively.
"Excluded Markets" shall mean markets other than the Market, including
without limitation, companies, institutions, individuals or other entities
involved in food and beverage applications, environmental applications, clinical
applications outside the Life-Sciences area, industrial applications and quality
control applications (other than quality control applications in the
pharmaceutical, biotechnology or other Life-Sciences areas).
"Excluded Market Products" shall mean any products that are sold by Newco
and are designed primarily for sale to the Excluded Markets.
"GBP" shall mean British Pounds.
"Insolvency Event" shall mean, in relation to either party, any one of the
following:
(1) a notice shall have been issued to convene a meeting for the
purpose of passing a resolution to wind up that party or such a resolution
shall have been passed other than a resolution for the solvent
reconstruction or reorganization of that party or for the purpose of
inclusion of any party of the share capital of that party in the Official
List of the London Stock Exchange or an application by that party for
registration as a public company in accordance with the requirements of
the Companies Xxx 0000;
(2) a resolution shall have been passed by the party's directors to
seek a winding up or administration order or a petition for a winding up
or administration order shall have been presented against that party or
such an order shall have been made;
2
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(3) a receiver, administrative receiver, receiver and manager,
interim receiver, custodian, sequestrator or similar officer is appointed
in respect of that party or over a substantial part of its assets or any
third party takes steps to appoint such an officer in respect of that
party or an encumbrancer takes steps to enforce or enforces its security;
(4) a proposal for a voluntary arrangement shall have been made in
relation to that party under Part I Insolvency Xxx 0000;
(5) a step or event shall have been taken or arisen outside the
United Kingdom which is similar or analogous to any of the steps or events
listed at (1) to (4) above;
(6) that party takes any step (including starting negotiations) with
a view to readjustment, rescheduling or deferral of any part of that
party's indebtedness, or proposes or makes any general assignment,
composition or arrangement with or for the benefit of all or some of the
party's creditors or makes or suspends or threatens to suspend making
payments to all or some of that party's creditors or the party submits to
any type of voluntary arrangement; or
(7) where that party is resident in the United Kingdom it is deemed
to be unable to pay its debts within the meaning of Xxxxxxx 000 Xxxxxxxxxx
Xxx 0000.
"Intellectual Property" shall have the meaning set forth in Section 13(a)
hereof.
"International Region" shall mean the Territory except Japan and the
United States of America.
"Letter of Instruction" shall mean the letter of instruction that Newco
shall send to the Escrow Agent (as defined herein) in accordance with the
provisions of Section 16(f) hereof, which letter shall direct the Escrow Agent
to distribute the Escrowed Customer Information (as defined herein) to Newco or
its designee (in the manner specified by Newco in such letter).
"License Agreements" shall mean the Trade Xxxx License Agreements which
are attached hereto as SCHEDULE 13(b)(i) and 13(b)(ii).
"Life Science" or "Life Sciences" shall mean and include biology,
biochemistry, genetics, molecular biology, biotechnology and all other branches
of science and technology related to the biological sciences.
"Market" shall mean only the following types of companies, institutions,
facilities and other potential purchasers of products that fall within the
categories listed below:
3
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(1) companies or other entities identified primarily as
pharmaceutical or biotechnology companies, including companies or other
entities engaged in research, development, scale-up, production or quality
control of biopharmaceutical and other pharmaceutical or Life
Science-related products and services, and divisions or departments of
other companies or other entities engaged in any such activities;
(2) research, teaching, advisory, administrative and hospital,
clinical and other health care institutions and facilities, and
departments of other institutions or entities engaged in research,
teaching, advisory, administration, health care (including development of
routine diagnostic methods), quality control and other activities related
to Life Sciences, including without limitation governmental, academic, and
medical institutions and facilities (all only as related to Life
Sciences); and
(3) with respect to Japan only, any companies, institutions,
individuals or other entities: (i) within the categories listed in (1) and
(2) above with respect to Current Products and New Products; and (ii)
within the categories listed in the definition of Excluded Markets with
respect only to Current Products; PROVIDED, HOWEVER, that in no event
shall this clause (ii) be construed to mean that, outside of Japan, the
term Market shall include the categories listed in the definition of
Excluded Markets.
"Minimum" shall mean the Year One Minimum, the Year Two Minimum or the
Year Three Minimum.
"Modified Excluded Market Products" shall mean products sold by Newco that
may perform similar functions as Current Products or New Products but are
differentiated from such Current Products or New Products: (i) by product and
company trade names, and (ii) in the event such products have cases, by the
color of their cases.
"Modified Market Products" shall mean products sold by Newco that may
perform similar functions as Current Products or New Products but are
differentiated from such Current Products or New Products: (i) by product and
company trade names, and (ii) in the event such products have cases, by the
shape and the color of their cases.
"Modified Products" shall mean all Modified Market Products and Modified
Excluded Market Products.
"New Products" shall mean all products sold or offered for sale by Newco
that: (i) were not sold or offered for sale by Biochrom to AP Biotech prior to
the Closing Date and (ii) are designed primarily for sale to the Market.
"Products" shall mean all products sold by Newco, including Current
Products, New Products, Modified Products and Excluded Market Products.
4
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
"Quarter" shall mean one of the four (4) successive three (3) calendar
month periods of each calendar year. Accordingly, with respect to each calendar
year: "First Quarter" shall mean the period from January 1 to March 31; "Second
Quarter" shall mean the period from April 1 to June 30; "Third Quarter" shall
mean the period from July 1 to September 30; and "Fourth Quarter" shall mean the
period from October 1 to December 31. For purposes of this Agreement, the term
"Quarter" shall also apply to the period from the Closing Date to March 31, 1999
and to the Year Three Tail Period.
"Region" shall mean any of the International Region, Japan or the United
States of America.
"Relevant Material" shall mean all documents or other material in the
possession or control of the furnishing party (as defined in Section 19(d)
hereof) which are relevant to matters in dispute in the arbitration with the
exception of communications to and from lawyers admitted to practice law or
practicing law (whether or not employed by a party) for the purpose of obtaining
and giving legal advice or communications which reflect attorney work product.
"Territory" shall mean: (i) with respect to all Products other than AAA
Products, the entire world excluding: (A) Canada, (B) New Zealand and the
neighboring territories of Fiji, South Pacific Islands, Samoa and Tonga, (C)
South Africa and the neighboring territories of Namibia, Botswana, Swaziland,
Lesotho, Zimbabwe, Malawi, Mauritius, Seychelles, Madagascar, Mozambique and
Angola, and (D) Turkey, and: (ii) with respect to AAA Products, the entire
world, excluding: (A) Canada, (B) New Zealand and the neighboring territories of
Fiji, South Pacific Islands, Samoa and Tonga, (C) South Africa and the
neighboring territories of Namibia, Botswana, Swaziland, Lesotho, Zimbabwe,
Malawi, Mauritius, Seychelles, Madagascar, Mozambique and Angola, (D) Turkey,
(E) the United States, and (F) Japan.
"USD" shall mean United States Dollars.
"Year" shall mean any of Year One, Year Two or Year Three.
"Year One" shall mean the period commencing on the Closing Date and ending
on December 31, 1999.
"Year Two" shall mean the period commencing on January 1, 2000 and ending
on December 31, 2000.
"Year Three" shall mean the period commencing on January 1, 2001 and
ending on December 31, 2001.
"Year Three Tail Period" shall mean the period commencing on January 1,
2002 and ending on February 26, 2002.
5
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
"Yen" shall mean Japanese Yen.
(b) Notwithstanding anything contained in this Agreement to the contrary,
the effective date of this Agreement shall be the Closing Date.
SECTION 1A. ESCROW DEPOSITS.
(a) Within sixty (60) days following the Closing Date, (i) AP Biotech and
Newco shall enter into the Escrow Agreement with Boston Safe Deposit & Trust
Company (the "Escrow Agent") in the form attached hereto as EXHIBIT 1A(a) (the
"Escrow Agreement") and (ii) on the date such Escrow Agreement is entered into,
AP Biotech shall deposit the Customer Information with respect to the three (3)
years prior to the Closing Date (such Customer Information to be both in paper
form and contained on a floppy diskette) (the "Initial Customer Information"),
with the Escrow Agent to be held in escrow pursuant to and in accordance with
the terms of the Escrow Agreement;
(b) Within thirty (30) days following June 30 and December 31 of each
Year, AP Biotech shall deposit with the Escrow Agent the Customer Information
with respect to the six month period immediately preceding each such date (or
in the case of June 30 of Year One, with respect to the period between the
Closing Date and June 30, 1999), such Customer Information to be both in
paper form and contained on a floppy diskette (the "Semi-Annual Customer
Information" and, together with the Initial Customer Information, the
"Escrowed Customer Information").
(c) Within ten (10) business days following the execution of the Escrow
Agreement and the deposit by AP Biotech of the Initial Customer Information with
the Escrow Agent in accordance with Section 1A(a) above, the Escrow Agent shall
deliver to Newco copies of that number of pages of the Initial Customer
Information which contains the names and information with respect to
approximately, but not less than, twenty (20) customers, which pages shall be
selected at random by the Escrow Agent (the "Initial Sample"). Newco shall have
the right to contact those customers of AP Biotech contained in the Initial
Sample to verify the accuracy of the Initial Customer Information. The parties
acknowledge that the Initial Customer Information may include information
regarding customers of AP Biotech that do not purchase Products from AP Biotech.
SECTION 2. APPOINTMENT.
(a) (i) Newco hereby appoints AP Biotech, and AP Biotech hereby accepts
the appointment, as the exclusive distributor, marketer and seller of Current
Products and New Products for sales to the Market within the Territory on the
terms and subject to the conditions set forth herein. Newco shall not appoint,
enter into an agreement with or otherwise intentionally assist any other
distributor, marketer, seller or sales representative with respect to any of the
Current Products or New Products for sales to the Market within the Territory.
Newco shall not make or promote any sales of Current Products or New Products to
the
6
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Market within the Territory directly to persons or entities other than AP
Biotech or its authorized subdistributors. For the avoidance of doubt, the
parties hereto acknowledge the principle of freedom of movement of goods within
the European Union (and any other countries where such principle may apply).
Newco shall not be liable where any Current Product or New Product is imported
and/or resold by a third party distributor, marketer, seller or sales
representative (other than in connection with an appointment by, an agreement
with, or with the intentional assistance of Newco) into the Territory in
accordance with such principle.
(ii) AP Biotech shall be entitled to appoint one or more
subdistributors in accordance with the terms of this Section 2(a)(ii). AP
Biotech shall have agreements with all such subdistributors (the
"Subdistribution Agreements"); PROVIDED, HOWEVER, that in no event shall any
such Subdistribution Agreement impose any obligations upon Newco or otherwise
contain terms and conditions that are inconsistent with the terms and
conditions under this Agreement. Notwithstanding AP Biotech's entering into
any such Subdistribution Agreement, AP Biotech shall remain solely
responsible to Newco for any and all actions or inactions of its
subdistributors in connection with any such Subdistribution Agreement, and AP
Biotech shall not be relieved from responsibility for its obligations under
this Agreement. Newco shall not be required to seek fulfillment of, or
otherwise enforce, such obligations from or against any subdistributor or any
party other than AP Biotech.
(b) Notwithstanding the provisions set forth in Section 2(a) above, Newco
shall be entitled to:
(i) After Year One, sell AAA Products to the Market within the
Territory on a non-exclusive basis with AP Biotech;
(ii) Sell in Belgium and Luxembourg those products contemplated in
the Exclusive Distribution Agreement, dated December 11, 1995, between Biochrom
and Van der Xxxxxx NV, for resale under the product names "UniSpec,"
"Ultrospec," "UviMaster," "UviMaster Plus" or "UviMaster PC" or such other
product names which are not confusingly similar to the product names of the
Current Products and New Products sold or offered for sale by Newco to AP
Biotech for resale by AP Biotech to customers in Belgium and Luxembourg;
(iii) In the event that prior to the termination of this Agreement,
Newco delivers a written offer to AP Biotech offering for sale to AP Biotech a
New Product (which offer shall specify that failure by AP Biotech to accept such
offer will result in the loss by AP Biotech of its rights to distribute such New
Product under the terms of this Agreement), together with a reasonable number of
samples of, and information with respect to, such New Product to allow AP
Biotech to assess such New Product, and AP Biotech does not, within sixty (60)
days following the receipt of such written offer from Newco, accept Newco's
offer in writing, which such writing shall express AP Biotech's desire to begin
placing orders with Newco for such New Product and the estimated date upon which
such orders will be placed, then, notwithstanding anything contained in this
Agreement to the contrary, Newco may sell
7
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
such New Product to the Market within the Territory (or otherwise) to a third
party distributor or directly to a customer, at its discretion.
(c) The parties acknowledge that Newco may:
(i) Sell outside the Territory those products contemplated in the
agreements between Biochrom and each of: (A) Xxxxxx Scientific Ltd., dated
October 21, 1994; (B) SMM Instruments (Pty) Ltd., dated November 6, 1991; and
(C) Science and Technology (NZ) Ltd., dated November 15, 1995;
(ii) Sell Modified Excluded Market Products to any third party in
the Excluded Markets; and
(iii) Sell Modified Market Products to any third party in either the
Market or the Excluded Markets within or outside the Territory.
(iv) Sell chemicals, spare parts, consumables or accessories for use
in connection with any Modified Market Products or Excluded Market Products.
(d) Notwithstanding anything contained herein to the contrary, AP Biotech
shall have no rights to sell Excluded Market Products or Modified Products.
(e) AP Biotech shall at all times act as and be an independent contractor
and not an employee or agent of Newco.
SECTION 3. FORECASTS; ORDERS.
(a) A forecast of anticipated purchases by major Product for the month of
March 1999 is attached hereto as SCHEDULE 3(a)(i). No later than twenty (20)
days prior to the beginning of each Quarter (beginning with the Second Quarter
of Year One), AP Biotech will provide Newco with a forecast of anticipated
purchases by major Product for such Quarter. The first such forecast (for the
Second Quarter of Year One) is attached hereto as SCHEDULE 3(a)(i). In addition,
no later than thirty (30) days prior to the commencement of Year Two and Year
Three, AP Biotech will provide a Quarterly forecast for the upcoming Year by
major Product. AP Biotech shall deliver to Newco such a forecast for Year One
within seven (7) business days following the Closing Date.
(b) Purchase orders for Current and New Products shall be placed through
the AP Biotech electronic data interchange system, as the same exists from time
to time (the "EDIS"). Newco shall have access to the EDIS consistent with past
practice; PROVIDED, HOWEVER, that Newco's access to AP Biotech's communications
network shall be limited to communications through the EDIS relating to AP
Biotech's purchasing and selling the Products contemplated under this Agreement
in accordance with the plan attached hereto as SCHEDULE 3(b). Each party shall
pay one-half of any documented third party out-of-pocket costs reasonably
incurred to
8
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
modify AP Biotech's communications network to limit Newco's access in
accordance with this SCHEDULE 3(b) (the "AP Biotech EDIS Modification
Charges"); provided, however, that in no event shall Newco's one-half portion
of the AP Biotech EDIS Modification Charges exceed $21,000 in the aggregate
without the prior mutual agreement of the parties. If at any time while this
Agreement is in effect, AP Biotech ceases providing Newco with access to the
EDIS, AP Biotech shall refund to Newco the full amount of the AP Biotech EDIS
Modification Charges paid by Newco in accordance with the previous sentence. AP
Biotech shall keep Newco informed in writing of any anticipated changes in the
EDIS in sufficient time to allow Newco to make any changes necessary to continue
using the EDIS in an effective manner. In addition, each party shall pay
one-half of any documented third party out-of-pocket costs reasonably incurred
to modify Newco's communications network to limit AP Biotech's access (the
"Newco EDIS Modification Charges"); PROVIDED, HOWEVER, that in no event shall AP
Biotech's one-half portion of the Newco EDIS Modification Charges exceed 5,000
GBP in the aggregate without the prior written agreement of the parties.
Furthermore, AP Biotech shall be responsible for training Newco's employees in
the use of such modified EDIS. Each party shall pay one-half of any documented
costs relating to such training; provided, however, that in no event shall
Newco's one-half portion of such costs exceed $2,500 in the aggregate without
the prior written agreement of the parties. To the extent of any inconsistency
in terms between the EDIS and this Agreement, the terms of this Agreement shall
prevail.
(c) Each purchase order shall specify: (i) the Current Products or New
Products, including quantity of each, to be purchased by AP Biotech, (ii)
instructions for delivery, and (iii) the delivery date therefor, subject to
Section 6(b) hereof. In the event the parties agree for a purchase order to be
placed through the EDIS in accordance with paragraph (b) above, no charge to
Newco for the use of the EDIS shall be made.
(d) The parties expressly agree that nothing contained in this Section 3
shall increase or decrease in any way the requirements for the minimum purchases
of Products by AP Biotech as provided for in Section 7 of this Agreement.
SECTION 4. PRICES.
(a) The prices for Current Products sold by Newco to AP Biotech during
Year One shall be the prices set forth in SCHEDULES 1(a) and 1(b) attached
hereto. The prices for such Products shall be stated in SCHEDULES 1(a) and 1(b)
in GBP. Products delivered by Newco to AP Biotech shall be billed at the
purchase price in effect for such Products at the time that the order therefor
is placed if the delivery date is within thirty (30) days of the order date. If
the delivery date is more than thirty (30) days from the order date then the
price shall be that prevailing at the specified time of delivery.
(b) Subsequent price lists for the Current Products and the New Products
shall be prepared in accordance with the provisions of this Section 4 and issued
by Newco at least three (3) months prior to the commencement of each Year.
9
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(c) For each of Year Two and Year Three, Newco may, in its sole
discretion, increase the prices of Products sold to AP Biotech which are then in
Newco's product line by up to four percent (4%). Price increases in excess of
four percent (4%) may be made only by agreement with AP Biotech. Any price
increase in excess of four percent (4%) will be negotiated in good faith by the
parties.
(d) Intentionally Omitted.
(e) Prior to Newco's establishing the prices for New Products to be sold
by Newco to AP Biotech, Newco shall consult with AP Biotech and shall undertake
the Price Comparison Process (as defined below) if made necessary by AP
Biotech's presenting Price Evidence (as defined below); PROVIDED, HOWEVER, that
after such consultation and after undertaking the Price Comparison Process (if
necessary), Newco shall ultimately set such prices in its sole discretion. Newco
will provide a recommended end-user selling price for each New Product such that
New Products are priced competitively with the list price for products with
similar features sold by other companies (the "Comparable Products"); PROVIDED,
HOWEVER, that if AP Biotech presents meaningful written (as opposed to
anecdotal) evidence (the "Price Evidence") to Newco that the average selling
price to end-users of a particular Comparable Product is less than ninety
percent (90%) of the list price of such Comparable Product, then the list price
of such Comparable Product shall not be taken into account by Newco in
determining whether the end-user selling prices of the New Products are priced
competitively with the list prices of the Comparable Products (the foregoing
proviso being herein referred to as the "Price Comparison Process"). The price
at which Newco sells New Products to AP Biotech will be such recommended end
user selling price less thirty-five percent (35%). The prices at which Products
are sold by AP Biotech to its customers will be set by AP Biotech in its sole
discretion.
SECTION 5. PAYMENT.
(a) Payment of invoices shall be made in full by AP Biotech to Newco for
all Products sold by Newco to AP Biotech no later than the date forty-five (45)
days from the date of invoice.
(b) No invoice shall be issued by Newco prior to the date of shipment of
the relevant Products from Newco's production facility.
(c) For each invoice with respect to which payment is not made by AP
Biotech within the number of days specified in Section 5(a), interest shall be
payable (as well after as before judgment) by AP Biotech to Newco on the invoice
amount at a rate of one percent (1%) per month for the number of days elapsed.
(d) All payments to be made by AP Biotech to Newco hereunder shall be made
by wire transfer in immediately available funds to Newco's GBP bank account,
which account is
10
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
set forth in SCHEDULE 5(d) attached hereto, or to such other account as Newco
shall specify in writing to AP Biotech.
(e) No deduction is to be taken for returns or damage claims without a
written credit memo from Newco for such amount, which credit memo shall not be
unreasonably withheld.
(f) All prices quoted for Products in accordance with the provisions of
this Section 5 shall be exclusive of any value added taxes.
SECTION 6. SHIPPING AND DELIVERY.
(a) The Products sold by Newco to AP Biotech shall be shipped ex works
Newco's production facility located in Cambridge, England. The term "ex works"
as used in this Section 6(a) refers to Incoterms 1990.
(b) Newco shall ship the Products for which it has received an order in
accordance with Section 3(b), Section 7(b) or Section 16(b)(ii)(B) hereof no
later than the date three (3) business days prior to the specified date for
delivery in the related purchase order, provided that such delivery date is not
less than thirty (30) days from the date Newco receives such order, if the order
is for spectrophotometers, and not less than ninety (90) days from the date
Newco receives such order, if the order is for AAA Products. If the delivery
date specified in the purchase order for spectrophotometers or AAA Products does
not comply with the respective timing requirements for the delivery of such
products detailed in the foregoing sentence, Newco may deem the delivery date
for such purchase order to be thirty (30) days, in the case of
spectrophotometers, and ninety (90) days, in the case of AAA Products, from the
date Newco received such purchase order and deliver such Products in accordance
with such schedule. AP Biotech shall be promptly notified in writing by Newco of
any anticipated delays in delivery of any of the Products.
(c) In the event a customer of AP Biotech cancels an order for a Product
prior to shipment from Newco due to late delivery of that Product by Newco and
Newco has been notified of such cancellation in writing, AP Biotech shall not be
required to accept delivery of or pay for such Product. However, in the event
that the Product has been shipped prior to receiving such written notice, AP
Biotech shall be required to accept delivery of and pay for such Product.
(d) Newco shall print its own catalog and lot numbers (if applicable) and
expiration dates (if applicable) conspicuously on outer shipping cartons of all
Products, as well as inner shelf packs and inner units of all multiple unit
packed Products.
(e) Newco shall ship dated Products in such time that no less than
seventy-five percent (75%) of the manufactured shelf life will be remaining at
the time of shipment from
11
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Newco. Newco shall accept return, for full invoice credit plus shipping
charges, of any dated Product shipped in breach of the provisions of this
Section.
(f) Claims for shortage or damage during shipment may only be made to the
carrier.
SECTION 7. MINIMUMS.
For purposes of this Section 7, the term "purchase" and the term "sale,"
or any similar terms, and any derivations of such terms, shall refer to the
actual date of shipment of Products by Newco to AP Biotech or the actual date of
shipment of products by Newco to customers other than AP Biotech, as applicable.
Notwithstanding anything contained in this Section 7 to the contrary, AP Biotech
shall have no rights to distribute, market or sell any Products other than the
Current Products and New Products pursuant to the terms of this Agreement.
(a) During each Year, AP Biotech undertakes to purchase from Newco a
sufficient number of Products such that the aggregate purchase prices for such
Products shall be at least equal to the following:
(i) For Year One, $12,535,000 (the "Year One Minimum"), reduced by
(A) $1,957,521 and (B) the USD value of all sales of Products made by Newco to
customers other than AP Biotech during Year One.
(ii) For Year Two, the Year One Minimum increased by the amount of
the price increase for Year Two specified in Section 4(c), but not to exceed
four percent (4%) (the "Year Two Minimum") less the USD value of all sales of
Products made by Newco to customers other than AP Biotech during Year Two. If
the USD value of AP Biotech's purchases of Products from Newco in Year One
exceeds the Year One Minimum, then the Year Two Minimum shall be reduced by the
amount by which such purchases exceed the Year One Minimum.
(iii) For Year Three, the Year Two Minimum increased by the
amount of the price increase for Year Three specified in Section 4(c), but
not to exceed four percent (4%) (the "Year Three Minimum") less the USD value
of all sales of Products made by Newco to customers other than AP Biotech
during Year Three. If the USD value of AP Biotech's purchases of Products
from Newco in Year Two exceeds the Year Two Minimum, then the Year Three
Minimum shall be reduced by the amount by which such purchases exceed the
Year Two Minimum.
(b) The purchases of Products by AP Biotech from Newco for each of the
Year One Minimum, the Year Two Minimum and the Year Three Minimum shall be
distributed throughout the respective Years in the following manner: First
Quarter: 23.5%, Second Quarter 24.0%, Third Quarter 25.0% and Fourth Quarter
27.5% (each of which shall hereinafter be referred to as a "Quarterly Minimum");
PROVIDED, HOWEVER, that, (i) with respect to the First Quarter of Year One, the
Quarterly Minimum shall be equal to the product
12
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
of (A) the Daily Rate that would otherwise be in effect for the First Quarter
of Year One multiplied by (B) the number of days between the Closing Date and
the end of the First Quarter and (ii) with respect to the Year Three Tail
Period, the Quarterly Minimum shall be equal to the product of (X) the Daily
Rate for the First Quarter of Year Three multiplied by (Y) the number of days
contained in the Year Three Tail Period. If the USD value of purchases of AP
Biotech in any Quarter plus the USD value of purchases by all customers of
Newco other than AP Biotech in the same Quarter are less than the Quarterly
Minimum for that Quarter then AP Biotech will, within thirty (30) days of the
end of said Quarter, either: (i) place orders with Newco for Products in the
amount of the shortfall, with shipment of such Products to take place in
accordance with the time schedules set forth in Section 6(b) hereof;
PROVIDED, HOWEVER, that the Products so ordered by AP Biotech shall be
counted solely toward fulfillment of the Quarterly Minimum for the Quarter in
which such shortfall occurred and in no event shall the shipment of such
ordered Products in any following Quarter be counted toward the fulfillment
of the Quarterly Minimum in said following Quarter, or (ii) pay to Newco, by
wire transfer in immediately available USD funds to Newco's account set forth
in SCHEDULE 5(d) or such other account as Newco shall specify to AP Biotech
in writing, an amount equal to thirty-five percent (35%) of the shortfall. If
the USD value of AP Biotech's purchases of Products in any Quarter exceeds
the Minimum for that Quarter, then the Quarterly Minimum for the following
Quarter shall be reduced by the amount by which such purchases exceed the
Quarterly Minimum for that Quarter.
(c) Newco will provide a report to AP Biotech within ten (10) business
days of the end of each month showing the actual sales of all Products made by
Newco in that month, the cumulative amount of sales of all Products by Newco for
the relevant Quarter through the end of such month, the amount of sales of all
Products anticipated to be made by Newco to third parties during that Quarter,
and the amount of the estimated additional purchases by AP Biotech needed to
reach the Quarterly Minimum for that Quarter.
(d) If the purchases by AP Biotech of Products from Newco exceed the
Year One Minimum in Year One or the Year Two Minimum in Year Two or the Year
Three Minimum in Year Three then AP Biotech will receive a credit against
future payments to Newco equal to four percent (4%) of the invoice amount for
the relevant Year in excess of the relevant Year Minimum.
(e) Minimums payable by AP Biotech pursuant to Section 7(a) shall be
subject to the following:
(i) The Minimum for any Quarter and for the Year shall be reduced by
the purchase price of (A) any order if such order is canceled by a customer
prior to shipment from Newco due to late delivery of that Product by Newco and
Newco has been notified of such cancellation in writing and (B) any Product that
is returned by AP Biotech to Newco as contemplated by Section 6(e) and no
replacement order is placed by AP Biotech for such Product.
13
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(ii) The Minimum for any Quarter and for the Year in which such
Quarter occurs shall be reduced by the purchase price of any Products sold by
Newco to AP Biotech in that Quarter or Year with respect to which Newco fails
to fulfill its obligations under Section 11(b) hereto (A) in the case of AAA
Products, within forty-five (45) days of receiving written notice from AP
Biotech as provided for in Section 11(b) or (B) in the case of all Products
other than AAA Products, within thirty (30) days of receiving written notice
from AP Biotech as provided for in Section 11(b) (either of clause (A) or (B)
being referred to herein as a "Section 11(b) Failure"). AP Biotech shall,
within thirty (30) days following the end of the Quarter in which such
Section 11(b) Failure occurs, notify Newco in writing that the Minimum for
that Quarter and for the Year in which such Quarter occurs has been reduced
in accordance with this Section 7(e)(ii); PROVIDED, that if AP Biotech does
not so notify Newco in such thirty (30) day period, AP Biotech shall be
deemed to have waived its rights to have such Minimums reduced under this
Section 7(e)(ii) with respect to that specific Section 11(b) Failure.
(iii) In the event that: (A) twenty-five percent (25%) or more of
the units shipped of a Product breaches the warranty provided by Newco in
Section 11(a) during any three (3) month period, (B) AP Biotech provides
written notice to Newco of such breach, which such written notice shall
reference this Section 7(e)(ii), and (C) AP Biotech ceases purchasing such
Product upon the expiration of said three (3) month period, then the
Quarterly Minimums shall be reduced by the purchase price of the amounts of
such Products set forth in AP Biotech's forecasts for each Year required by
Section 3(a) hereto for up to a maximum of two (2) full Quarters following
the end of the Quarter in which such three (3) month period expires, unless
prior to the expiration of such two (2) Quarter period, AP Biotech commences
placing orders with Newco for such Product which it had previously ceased
purchasing, in which case the Quarterly Minimum for the Quarter following the
Quarter in which AP Biotech places such orders and for each Quarter
thereafter shall be set at the level at which such Quarterly Minimum would
have been set under this Section 7 had such a reduction pursuant to this
Section 7(e)(iii) not occurred.
(iv) In the event that the product currently known as "UltroSpec
3000+" (or such other substantially similar name to be determined by Newco)
shall not be introduced and available for delivery to AP Biotech under this
Agreement within the two hundred seventy (270) day period following the Closing
Date, then the Year One Minimum shall be reduced by the amount of $41,500 for
each whole thirty (30) day period for which such availability is delayed beyond
such two hundred seventy (270) day period.
(v) In the event that the "GeneQuant Pro" shall not be introduced
and available for delivery to AP Biotech under this Agreement within the ninety
(90) day period following the Closing Date, then the Year One Minimum shall be
reduced by the amount of $83,000 for each whole thirty (30) day period for which
such availability is delayed beyond such ninety (90) day period.
(vi) In the event that two (2) additional New Products (other than
the "UltroSpec 3000+", which shall be made available in accordance with Section
8(e) hereof)
14
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
shall not be introduced and available for delivery to AP Biotech under this
Agreement by the end of Year Two, then the Year Three Minimum shall be
reduced by the amount of $83,000 for each whole thirty (30) day period for
which such availability is delayed beyond the end of Year Two.
(v) In the event that: (A) an order by AP Biotech for a Product is
placed for delivery in any Quarter, and (B) the time of delivery in the order is
in accordance with Section 6(b) hereof, and (C) Newco delivers the Product
during the subsequent Quarter, AP Biotech shall receive credit against the
Minimum for the Quarter in which delivery was to be made pursuant to AP
Biotech's order. AP Biotech shall not also receive credit against the Minimum
for the Quarter in which delivery was in fact made.
(f) For purposes of determining whether the Minimum has been met for any
particular Quarter or Year, as the case may be, under this Section 7, all
foreign exchange conversions to USD shall be performed at the average exchange
rate for such Quarter or Year, as the case may be, determined by (i) in the case
of any Quarter, calculating the quotient of (A) the sum of the exchange rates
for the relevant currency on the last day of each month contained in such
Quarter (as published in the Financial Times) divided by (B) three (3), and (ii)
in the case of any Year, calculating the quotient of (A) the sum of the exchange
rates for the relevant currency on the last day of each month contained in such
Year (as published in the Financial Times) divided by (B) twelve (12).
SECTION 8. DUTIES OF NEWCO.
(a) With respect to Current Products and New Products sold by Newco to AP
Biotech in accordance with the terms of this Agreement, Newco shall, except as
otherwise provided below, at its sole expense and consistent with past
practices:
(i) co-operate with AP Biotech in order to aid and assist AP Biotech
in its sales and marketing program concerning the Current Products and New
Products; PROVIDED, HOWEVER, that AP Biotech is solely responsible for all costs
of marketing and sales efforts except those functions currently provided by
Biochrom;
(ii) provide to AP Biotech such number of demonstration models of
the Current Products and New Products and parts therefor as they shall mutually
agree, at prices equal to Newco's cost;
(iii) provide sales, demonstration and support training which AP
Biotech and Newco shall jointly deem necessary for AP Biotech's sales and
service representatives in individual or other sessions at such location as AP
Biotech shall reasonably request and Newco will provide instructors with
training materials, schematic drawings for circuit boards, service manuals and
products for demonstrations in connection with such training activities;
15
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(iv) update AP Biotech with all available information reasonably
necessary or desirable for the effective marketing of the Current Products and
New Products;
(v) provide reasonable back-up technical support by e-mail,
telephone and facsimile to AP Biotech's and its distributors' technical service
and sales personnel in connection with the Current Products and New Products;
(vi) participate as mutually agreed and in accordance with current
practice in AP Biotech's promotional efforts by providing relevant copy and
photography for advertising, direct mail and/or any other promotional effort in
connection with the Current Products and New Products, the manner in which the
materials are to be used to be mutually agreed upon by the parties; all costs
and expenses for advertising, direct mail and/or any other promotional effort
are solely to be borne by AP Biotech; and
(vii) refer to AP Biotech all leads, inquiries and prospects
actually received by Newco concerning potential customers and purchasers of the
Current Products and New Products in the Market in the Territory.
(b) Newco shall make available for purchase all necessary consumables,
accessories and spare parts for the operation, repair and proper servicing of
each of the Current Products and New Products to AP Biotech and each customer of
AP Biotech for a period of seven (7) years following the date of delivery of the
relevant Current Products and New Product.
(c) Newco shall provide with each shipment of Current Products and New
Products instruction/operating manuals concerning the Current Products and New
Products consistent with current practices.
(d) Newco shall comply with the terms of Section 11 hereof and shall
manufacture and sell Current Products and New Products which conform to quality
standards consistent with past practice.
(e) Newco hereby agrees to make available for sale to AP Biotech before
the date two hundred seventy (270) days from the Closing Date a New Product to
be known as the "UltroSpec 3000+" (or such other substantially similar name to
be determined by Newco). Notwithstanding anything contained herein to the
contrary, the parties agree that the sole and exclusive remedy of AP Biotech for
a breach by Newco of this Section 8(e) shall be the reduction in the Year One
Minimum as provided for in Section 7(e)(iv) hereto.
(f) Newco hereby agrees to make available for sale to AP Biotech before
the date ninety (90) days from the Closing Date the New Product currently under
development by Biochrom known as the "GeneQuant Pro." Notwithstanding anything
contained herein to the contrary, the parties agree that the sole and exclusive
remedy of AP Biotech for a breach by Newco of this Section 8(f) shall be the
reduction in the Year One Minimum as provided for in Section 7(e)(v) hereto.
16
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(g) Newco will use commercially reasonable efforts to make available for
sale to AP Biotech at least two additional New Products by the end of Year Two.
Newco will consult with AP Biotech on the desired specifications of these New
Products. Notwithstanding anything contained herein to the contrary, the parties
agree that the sole and exclusive remedy of AP Biotech for a breach by Newco of
this Section 8(e) shall be the reduction in the Year Three Minimum as provided
for in Section 7(e)(vi) hereto.
(h) Newco shall comply with all applicable export control laws and
regulations relating to Newco's export of Products to AP Biotech pursuant to
this Agreement and shall, consistent with past practices, provide information
and documentation reasonably necessary or useful to assist AP Biotech in
complying with its obligations under applicable export control laws.
SECTION 9. DUTIES OF AP BIOTECH.
With respect to Current Products and New Products sold by Newco to AP
Biotech in accordance with the terms of this Agreement, AP Biotech shall, at its
sole expense and in all cases consistent with past practices:
(a) maintain an adequate number of trained personnel for the performance
of its duties hereunder;
(b) include the Current Products and New Products in the Pharmacia Bio
Directory Catalog or any substitute or successor catalog that exists from time
to time and include selected Current Products and New Products in a reasonable
number, but not less than two per Year of Pharmacia Bio Direct mailings and such
other promotional support including, without limitation, showing such Products
on AP Biotech's web site and telemarketing in connection with performance of its
duties hereunder; PROVIDED, HOWEVER, that AP Biotech may, in its sole
discretion, substitute alternative marketing programs of equivalent scope and
effect. Any New Product or Product upgrade will be promoted with the level of
support customarily given by AP Biotech to the launch of comparable new products
and product upgrades respectively but in any event not less than one Pharmacia
Bio Direct mailing per New Product or Product upgrade;
(c) establish and maintain an inventory of the Current Products and New
Products and spare parts appropriate to meet the needs of purchasers and
end-users of such Products (including prior versions thereof) in the Territory;
and
(d) perform such maintenance, service and repair activities for Current
Products and New Products as AP Biotech has customarily performed on-site at its
customers' premises (as determined in accordance with past practice).
17
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
SECTION 10. INSURANCE.
From and after the Closing Date, for so long as this Agreement shall
remain in effect and for two (2) years thereafter, Newco shall maintain product
liability insurance coverage on an occurrence basis for all occurrences relating
to the Products sold by Newco to AP Biotech with limits of liability not less
than Two Million GBP ((pound)2,000,000) combined single limit for bodily injury
and property damage. AP Biotech shall be named on the products liability policy
of Newco as an additional insured. The certificate policy endorsement shall
clearly state that "This is primary insurance without recourse to similar
insurance maintained by Amersham Pharmacia Biotech AB, if any." Newco shall
provide to AP Biotech a certificate evidencing coverage of such policy
immediately upon receipt from insurer. The insurer providing such
insurance policy may not be changed by Newco and such insurance shall not be
materially changed by Newco without at least ninety (90) days' prior written
notice to AP Biotech.
SECTION 11. WARRANTY.
(a) With respect to Current Products and New Products sold by Newco to AP
Biotech under this Agreement, Newco warrants for a period of twelve (12) months
from the date of sale of a Current Product or New Product by AP Biotech to a
customer, or a period of fifteen (15) months from the date of sale of a Current
Product or New Product by Newco to AP Biotech, whichever period expires first
(the "Warranty Period"), that the Current Products and New Products will be free
of defects in material and/or workmanship, and will conform to the published
specifications set forth in literature, packaging, inserts, materials and/or
other documentation prepared by Newco. Except as expressly stated in this
Section 11(a), Newco makes no representation and gives no warranties, oral or
written, express or implied, including without limitation implied warranties as
to quality or fitness for a particular purpose regarding or in relation to the
Products.
(b) Newco shall, consistent with past practice, repair or replace all
Current Products and New Products sold by Newco to AP Biotech, to the extent
such Current Products and New Products breach the provisions of Section 11(a)
hereof during the Warranty Period, as follows:
(i) Newco shall, at its sole expense, and at Newco's option, either
(A) repair on-site at the customer's premises all AAA Products for which AP
Biotech has notified Newco in writing that the repair required is not of the
type that has customarily been performed by AP Biotech (as determined in
accordance with past practice) and therefore, AP Biotech is not required to
perform such repair under Section 9(d) hereof; PROVIDED that each party shall
pay one-half of any reasonable out-of-pocket travel and accommodation expenses
associated with such on-site repair by Newco or (B) repair or replace such AAA
Products at Newco's premises; and
(ii) Newco shall, at its sole expense, repair or replace at Newco's
premises, all Current Products and New Products (other than AAA Products) sold
by Newco to AP
18
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Biotech for which AP Biotech has notified Newco in writing that the repair
required is not of the type that has customarily been performed by AP Biotech
(as determined in accordance with past practice) and therefore, AP Biotech is
not required to perform such repair under Section 9(d) hereof.
(c) If non-customary warranty service (as determined in accordance with
past practice) is performed (with respect to Current Products and New
Products sold by Newco to AP Biotech) by AP Biotech at Newco's request, Newco
shall credit to AP Biotech the cost of parts and labor at Newco's then
current rates reasonably incurred in servicing such Current Products and New
Products (or prior versions of such Products) owned by end users which fail
during the Warranty Period.
(d) In the event of the failure of a Current Product or New Product sold
by Newco to AP Biotech after the Closing Date, or a recall of any of such
Current Products or New Products whether by Newco or AP Biotech, in each case
with the consent of Newco, or any government agency, Newco shall pay all the
costs of a retrieval and/or recall of such Current Products and New Products
owned by customers of AP Biotech.
(e) Newco shall pay all costs for Newco-ordered changes and updates to the
Current Products and New Products sold by Newco to AP Biotech in the hands of AP
Biotech or any of its customers.
(f) Newco represents and warrants that the marketing and sales of any New
Products will not infringe any patent, copyright, trademark or other similar
intellectual property rights enforceable within the Territory.
SECTION 12. INDEMNIFICATION; LIMITED LIABILITY.
(a) Newco shall defend, indemnify and hold harmless AP Biotech and any
officers, directors, agents, shareholders, legal representatives, employees,
successors and assigns of AP Biotech (exclusive of any subdistributors not
included within the defined term "AP Biotech") from and against any and all
third party claims, actions, suits and judgments, and from and against any and
all liabilities, losses, damages, costs, charges, attorneys' fees and other
expenses of whatever nature and character (collectively "Third Party Damages")
arising from or in connection with: (i) the manufacture by Newco of any Current
Product or New Product, (ii) any breach by Newco of any of its obligations under
this Agreement, or (iii) an allegation by a third party that the Current
Products or New Products sold by Newco to AP Biotech in accordance with this
Agreement infringe any other party's intellectual property rights (other than
rights with respect to the Intellectual Property). Notwithstanding anything
contained herein to the contrary, Newco shall not be required to provide
indemnification with respect to any Third Party Damages to the extent that they
result from the negligence, gross negligence or wilful misconduct of AP Biotech.
19
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(b) AP Biotech shall defend, indemnify and hold harmless Newco and any
officers, directors, agents, shareholders, legal representatives, employees,
successors and assigns of Newco from and against any and all Third Party
Damages arising from or in connection with: (i) the distribution by AP
Biotech of the Current Products or the New Products pursuant to the terms of
this Agreement, (ii) any actions or inactions of any subdistributor appointed
by AP Biotech under the terms of this Agreement in connection with any
Subdistribution Agreement, or (iii) any breach by AP Biotech (or by any
subdistributor appointed by AP Biotech under the terms of this Agreement) of
any of its obligations under this Agreement. Notwithstanding anything
contained herein to the contrary, AP Biotech shall not be required to provide
indemnification with respect to any Third Party Damages to the extent that
they result from the negligence, gross negligence or wilful misconduct of
Newco.
(c) Except as otherwise provided in Section 12(a) or 12(b) above, neither
party shall be liable to the other party (or its affiliates) under this Section
12 with respect to any indirect, incidental, special, punitive or consequential
damages, including but not limited to lost revenue or other commercial or
economic loss, arising out of or relating to this Agreement.
SECTION 13. TRADEMARKS, ETC.
(a) The trade name "Amersham" and all related and associated logos and
trademarks with respect thereto are and shall remain the sole property of
Amersham International plc (the "Amersham Name"). The trade name "Pharmacia
Biotech" and all related and associated logos and trademarks with respect
thereto are and shall remain the sole property of Pharmacia & Upjohn, Inc. (the
"Pharmacia Biotech Name" and together with the Amersham Name, the "Intellectual
Property").
(b) Newco has entered into the License Agreements attached hereto as
SCHEDULES 13(b)(i) and 13(b)(ii) with respect to the Intellectual Property.
SECTION 14. CONFIDENTIALITY.
Each of Newco and AP Biotech agrees that it shall treat any and all
information of a confidential nature relating to the Products or the
manufacture, use, marketing or sale thereof, or the business plans or activities
of the other party, which is designated as confidential ("Confidential
Information") as confidential and shall not disclose any Confidential
Information to any third party, other than legal, business and financial
advisors who have a need to know, for any purpose whatsoever and not to make use
of any such Confidential Information for any purpose other than the performance
of its obligations under this Agreement without the prior written consent of the
other party; PROVIDED, HOWEVER, that the limitation on disclosure set forth in
this Section 14 shall not apply in the case of:
(a) information which, as of the date hereof, is published or otherwise
generally available to the public;
20
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(b) information which after the date hereof becomes available to the
public other than through an act or omission of Newco or AP Biotech, as the case
may be, which is in violation of the provisions hereof;
(c) information rightfully acquired from a third party which did not
obtain such information under a pledge of confidentiality;
(d) information which is developed by the disclosing party independently
of the relationship established by this Agreement; or
(e) any information which the disclosing party is required to disclose by
law (including the regulations of a stock exchange) or court order.
SECTION 15. CUSTOMER INFORMATION.
(a) In consideration of entering into this Agreement, AP Biotech hereby
grants to Newco the right to freely use a copy of the Escrowed Customer
Information after the effective date of termination of this Agreement pursuant
to Section 16 hereof; provided, however, that in the event that, pursuant to
Sections 16(a) and 16(f) hereof and the terms of the Escrow Agreement, the
Escrowed Customer Information is distributed by the Escrow Agent to Newco while
this Agreement is still in effect, Newco shall have the right, prior to the
effective date of termination of this Agreement, to contact a sampling of not
more than twenty (20) customers of AP Biotech's customers to verify the accuracy
of the Customer Information.
(b) While this Agreement is in effect, Newco shall not directly, and shall
not appoint, enter into an agreement with or otherwise assist a third party
distributor, marketer, seller or sales representative to, use the Escrowed
Customer Information to make sales of Modified Market Products to those
customers of AP Biotech listed in the Escrowed Customer Information. Newco shall
not be prohibited from making sales of Modified Market Products to a customer
listed in the Escrowed Customer Information prior to the effective date of
termination of this Agreement if Newco can demonstrate with documentary evidence
that it made sales to, promoted the sale of, or quoted prices for, Products to
such customer prior to Newco's receiving the Escrowed Customer Information from
the Escrow Agent under the terms of this Agreement and the Escrow Agreement.
SECTION 16. TERM; TERMINATION.
(a) After eighteen (18) months from the Closing Date, either party may
terminate this Agreement without cause by providing eighteen (18) months'
prior written notice of termination to the other party, which such
termination shall be effective upon the expiration of such eighteen (18)
month period. Notwithstanding anything contained herein to the contrary, in
the event that AP Biotech provides Newco with such a notice of termination,
within thirty (30) days following the effective date of such termination, AP
Biotech shall deliver to Newco the Customer Information with respect to the
period between the last date on which any Semi-
21
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Annual Customer Information was deposited by AP Biotech with the Escrow Agent
in accordance with the terms of Section 1A(b) hereof and the effective date
of such termination.
(b) (i) In the event of a material breach: (A) in the case of Newco, of
its obligations pursuant to Section 2(a)(i), 4(a)-(d), 6(b), 8(a), 10, 12(a), or
15(b), and (B) in the case of AP Biotech, of its obligations pursuant to Section
3(a), 9, 12(b) or 17, which shall not be remedied within thirty (30) days of
written notice of such breach from the non-breaching party (which notice shall
specify the obligations under this Agreement that have been breached, including
if the breach constitutes a Newco Sale Breach (as defined below)), the Agreement
shall terminate effective upon the expiration of such thirty (30) day period.
(ii) In the event of a breach by AP Biotech of its obligations
pursuant to Section 1A(a), Section 1A(b), Section 5 with respect to any invoice
or Section 7 with respect to any Quarter or Year, Newco may terminate this
Agreement by providing written notice of termination to AP Biotech within thirty
(30) days following such breach (which notice shall specify the obligations
under this Agreement that have been breached by AP Biotech). The notice of
termination shall become effective thirty (30) days after delivery of such
notice to AP Biotech (the "Cure Period") unless, within the Cure Period:
(A) with respect to a breach by AP Biotech of its obligations
under Section 5 hereof, AP Biotech pays to Newco, by wire transfer in
immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or
such other accounts as Newco shall specify to AP Biotech in writing, (X) the
invoice amounts for each invoice with respect to which payment was not made by
AP Biotech within the number of days specified in Section 5(a) hereof, plus (Y)
the amount of interest accrued on such invoice amounts in accordance with
Section 5(c) hereof;
(B) with respect to a breach by AP Biotech of its
obligations under Section 7 hereof, AP Biotech either (X) places orders with
Newco for Products in the amount of any shortfall not previously satisfied
during the course of the Quarter or Year, with shipment of such Products to
take place in accordance with the time schedules set forth in Section 6(b)
hereof; PROVIDED, HOWEVER, that the Products so ordered by AP Biotech shall
be counted solely toward fulfillment of the Quarterly or Yearly Minimum for
the Quarter or Year in which such shortfall occurred and in no event shall
the shipment of such ordered Products in any following Quarter or Year be
counted toward the fulfillment of the Quarterly or Yearly Minimum in said
following Quarter or Year, or (Y) pays to Newco, by wire transfer in
immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or
such other accounts as Newco shall specify to AP Biotech in writing, an
amount equal to thirty-five percent (35%) of the shortfall; or
(C) with respect to a breach by AP Biotech of its obligations
under Section 1A(a) or Section 1A(b) hereof, AP Biotech (i) executes the Escrow
Agreement and/or delivers the Initial Customer Information, as the case may be,
in cure of a breach by AP Biotech of its obligations under Section 1A(a) hereof
or (ii) delivers the Semi-Annual Customer
22
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Information to the Escrow Agent in cure of a breach by AP Biotech of its
obligations under Section 1A(b) hereof.
In the event that AP Biotech fails to cure the breach of its
obligations under Xxxxxxx 0, Xxxxxxx 0, Xxxxxxx 0X(x) or Section 1A(b), as
provided for in this Section 16(b)(ii) during the Cure Period, then this
Agreement shall automatically terminate upon the expiration of the Cure Period.
Notwithstanding anything contained herein to the contrary, upon such a
termination pursuant to this Section 16(b)(ii), AP Biotech shall, within ten
(10) business days following the termination, pay to Newco by wire transfer in
immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or
such other accounts as Newco shall specify to AP Biotech in writing, an
aggregate amount equal to thirty-five percent (35%) of the Minimums for Year
One, Year Two, Year Three and the Year Three Tail Period that would have been in
effect under the terms of this Agreement that AP Biotech would otherwise have
been required to satisfy pursuant to Section 7 hereof had Newco not so
terminated this Agreement (the "Full Termination Minimum Amount"). If the
delivery of such notice of termination occurs prior to the establishment of
either the Year Two Minimum or the Year Three Minimum in accordance with Section
7 hereto, for purposes of calculating the Full Termination Minimum Amount, the
Minimum for each such Year shall be calculated by increasing the previous Year's
Minimum by four percent (4%).
(c) A party shall have the right to terminate this Agreement by written
notice to the other party upon the occurrence of an Insolvency Event with
respect to the other party.
(d) INTENTIONALLY OMITTED.
(e) (i) In the event that Newco shall have delivered a notice of
termination of this Agreement to AP Biotech pursuant to Section 16(a) hereto
and, at any time during the period of eighteen (18) months following the
effective date of the notice of termination, Newco desires to locate and appoint
a new distributor, effective upon the termination of this Agreement, for the
Current Products and New Products to the Market in the Territory, AP Biotech
shall have a right of first offer with respect to such appointment on the terms
set forth in subsection (ii) below.
(ii) Newco shall notify AP Biotech in writing of its desire to so
locate and appoint a new distributor (the "New Distributor Notice") and shall
offer AP Biotech a term sheet containing terms substantially similar to the
terms Newco is considering offering to such new distributor (the "Term Sheet").
AP Biotech will have thirty (30) days from the date it receives the New
Distributor Notice to accept such Term Sheet in writing (the "Acceptance
Notice"). If AP Biotech accepts such Term Sheet within such thirty-day period,
then the parties shall have thirty (30) days from the date Newco receives the
Acceptance Notice to enter into a definitive distribution agreement which
incorporates the principal terms of the Term Sheet. In the event that either (i)
AP Biotech does not deliver the Acceptance Notice to Newco within thirty (30)
days of receiving the New Distributor Notice or (ii) after delivery by AP
Biotech of the Acceptance Notice to Newco, the parties do not execute a
definitive distribution
23
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
agreement within thirty (30) days thereafter, Newco may appoint another
distributor on terms that are, in the aggregate, not materially less
favorable to Newco than those contained in the Term Sheet.
(f) (A) Newco shall be permitted to deliver the Letter of Instruction to
the Escrow Agent under the following circumstances: (i) in the case of a
termination pursuant to either Section 16(a) or Section 16(c) hereof, as of the
date upon which the notice of termination is physically delivered by the
terminating party to the non-terminating party; and (ii) in the case of a
termination pursuant to Section 16(b)(i) or Section 16(b)(ii) hereof, as of the
date upon which this Agreement automatically terminates in accordance with the
provisions of such Section.
(B) Newco shall not be permitted to deliver the Letter of
Instruction to the Escrow Agent in the event that AP Biotech delivers a notice
of termination to Newco under Section 16(b)(i) hereof as a result of (x) a
breach by Newco of its obligations under Section 15(b) hereof or (y) prior to
the effective date of termination of this Agreement, Newco's making, or
appointing a distributor to make, sales of Current Products or New Products to
the Market within the Territory in violation of Section 2 hereof (a "Newco Sale
Breach").
(g) The provisions of Sections 10, 12, 14, 16(f), 16(g), 16(h), 17, 19(c)
and 19(d) hereof shall survive termination of this Agreement. The provisions of
Sections 5, 7(c), 7(d), 8(b), 11, 16(a), 16(b)(i), 16(b)(ii) and 16(e) hereof
shall survive termination of this Agreement to the extent that any obligations
thereunder remain outstanding.
(h) Following a termination of this Agreement, Newco agrees to pay to AP
Biotech a commission in the amount of five percent (5%) of the actual sale price
for each sale of a Product by Newco, or any distributor of Newco, to a customer
in the Territory made within six (6) months of termination which was identified
to Newco in writing, and evidenced by a copy of a written quotation for sale of
a Product by AP Biotech prior to such termination.
SECTION 17. NON-COMPETITION.
In consideration of transactions to be consummated by Newco in connection
with the Acquisition and in consideration of Newco's entering into this
Agreement, AP Biotech hereby agrees that it shall not, either solely or jointly
with any person or entity, directly or indirectly:
(a) at any time until the later of (x) four (4) years after the Closing
Date or (y) the termination or expiration of this Agreement engage in the
Territory in the manufacture, distribution or sale of any Current Products or
New Products or of any products directly competitive with the Current Products
or New Products. Notwithstanding the foregoing, nothing in this Agreement shall
prevent AP Biotech from: (i) engaging in the manufacture, distribution or sale
of (A) mass spectrometers and related products or instruments in which mass
spectrometer technology is utilized, (B) chromatography instruments and related
products or instruments in which spectrophotometer technology is utilized or (C)
electrophoresis
24
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
instruments and related products or instruments in which electrophoresis
technology is utilized, including without limitation DNA sequencing
instruments; or (ii) subject to the last sentence of this Section 17(a) and
receipt by Newco of a written agreement executed by the Subject Company (as
hereinafter defined) to be bound by the terms contained in the last sentence
of this Section 17(a) (provided that such written agreement shall not be
required in the case of a merger between AP Biotech and the Subject Company),
acquiring, being acquired or merging (in each case whether by sale of stock,
assets or otherwise) with a company that sells spectrophotometers (a "Subject
Company"); PROVIDED, HOWEVER, that AP Biotech shall notify Newco that it has
entered into such a transaction within thirty (30) days following the
consummation of such transaction. In the event that AP Biotech shall enter
into an acquisition or merger with a Subject Company as permitted under
clause (ii) above, AP Biotech agrees that (A) AP Biotech will continue to
distribute the Current Products and New Products as provided for herein, (B)
the Escrowed Customer Information shall not be used in connection with the
marketing or sale of any products of the Subject Company, (C) the
Intellectual Property shall not be used in connection with spectrophotometers
manufactured by the Subject Company and (D) the spectrophotometers
manufactured by the Subject Company (x) shall not be sold by those persons
and entities that constituted the AP Biotech sales force prior to the
acquisition or merger and (y) shall not be included in AP Biotech's world
wide web site, the Pharmacia BioDirectory (or any successor publication) or
the Pharmacia BioDirect mailings (or any successor publication).
(b) While each of the undertakings contained in Section 17(a) above is
considered by the parties to be reasonable, if any such undertaking should be
held invalid as an unreasonable restraint of trade or for any other reason
but would have been held valid if part of the wording thereof had been
deleted or the period thereof reduced or the range of activities or area
dealt with thereby reduced in scope, said undertaking shall apply with such
modifications as may be necessary to make them valid and effective.
(c) Each undertaking contained in Section 17(a) above shall be read and
construed independently of the other undertakings therein contained so that if
one or more should be held to be invalid as an unreasonable restraint of trade
or for any other reason whatsoever then the remaining undertakings shall be
valid to the extent that they are not held to be so invalid.
(d) The benefit of the undertakings contained in Section 17(a) above may
be assigned in whole or in part by Newco in accordance with the terms of Section
19(e) hereof.
SECTION 18. FORCE MAJEURE.
Neither party shall be subject to any liability to the other party for
failure to meet any of its obligations under this Agreement if such failure
results from causes or circumstances beyond the reasonable control of the
defaulting party, including any act of God, fire, explosion, perils of the sea,
flood, drought, war, riot, sabotage, accident, embargo, interruption of or delay
in transportation, strike, compliance with any order, direction, request
25
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
from any governmental agency or office, other than the obligations of either
party under Section 12 hereof. The party which shall be subject to any such
event of force majeure shall, promptly upon the occurrence thereof, notify
the other party of the occurrence of such event and shall, promptly upon the
cessation thereof, notify the other party of such cessation.
SECTION 19. MISCELLANEOUS.
(a) EFFECTIVENESS OF AGREEMENT. This Agreement is conditioned, and will
only become effective, upon the closing of the Acquisition.
(b) NOTICES. All notices required or authorized by this Agreement to be
given by either party to the other shall be in writing and shall be delivered by
hand or shall be sent by courier, registered mail (return receipt requested), or
facsimile (receipt confirmed) to the following addresses:
IF TO NEWCO, TO:
Biochrom Limited
Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxx Xx.
Xxxxxxxxx XX0 0XX
England
Attention: Xxxxx Xxxxx
Facsimile No.: x00 000 000 0000
with a copy to:
Harvard Apparatus, Inc.
00 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: H. Xxxxx Xxxxxx, P.C.
Facsimile No.: (000) 000-0000
Xxxxxxx XxXxxxx
Xxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Attention: Xxxxxxxxx Xxxxxxx
26
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Facsimile No.: + 44 171 367 2000
IF TO AP BIOTECH, TO:
Amersham Pharmacia Biotech AB
Xxxxxxxxxx 00
XX-000 00 Xxxxxxx
Xxxxxx
Attention: Xxx Xxxxxxxx, Esq.
Facsimile No.: + 46 181 65 322
with a copy to:
Cardiff Labs
Xxxxxxx Xxxx Xxxxxx
Xxxxxxxxxx
Xxxxxxx, Xxxxx XX0 0XX
Attention: Xxxxxx Xxxx
Facsimile No.: + 44 122 252 6440
Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
Any notice sent by registered mail which is not returned to the sender as
undelivered shall be deemed to have been given on the tenth business day after
being deposited in the mail. Any notice sent by courier shall be deemed to have
been given on the date on which such notice was delivered by the courier
service. Any notice delivered by hand, or sent by facsimile, shall be deemed to
have been given on the date on which such notice was delivered or sent.
(c) GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of England and Wales.
27
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(d) DISPUTE RESOLUTION. All disputes between the parties arising out of
the circumstances and relationships contemplated by this Agreement including
disputes relating to the validity, construction or interpretation of this
Agreement and including disputes relating to pre-contractual representations
shall be settled by arbitration as follows:
(i) Newco and AP Biotech hereby agree to cooperate in good faith to
resolve any disputes, claims or controversies that may arise hereunder or with
respect to the performance by either party of its obligations as contemplated
hereby.
(ii) In the event that any dispute, claim or controversy shall not
be so resolved by the parties between themselves, Newco and AP Biotech agree
that any and all disputes, claims or controversies arising out of or relating to
this Agreement or a breach thereof, whether grounded in common law or statutory
law, shall be finally settled in accordance with the Arbitration Rules of the
International Chamber of Commerce in effect on the Closing Date. Save as
otherwise expressly provided herein the procedural rules shall be the rules of
the High Court in England and Wales and the lex curiae shall be the law of
England and Wales.
(iii) The number of arbitrators shall be three, chosen in accordance
with the procedures set out in this Section 19(d). The award of the arbitrators
shall be final and binding on the parties.
(iv) Each party shall appoint one arbitrator. If within (30) days
after receipt of the claimant's notification of the appointment of an arbitrator
the respondent has not notified the claimant of the arbitrator it appoints, the
second arbitrator shall be appointed by the appointing authority.
(v) The arbitrators thus appointed shall choose a further arbitrator
who will act as the presiding arbitrator of the tribunal. If within (30) days
after the appointment of arbitrators under (d)(iv) above, they have not agreed
upon the choice of the presiding arbitrator, then at the request of any party to
the arbitration proceeding the presiding arbitrator shall be appointed by the
appointing authority.
(vi) The Chartered Institute of Arbitrators, London, England shall
be the appointing authority.
(vii) At the request of any party to the arbitration ("requesting
party") the arbitrators shall order the other party ("furnishing party") to
supply and furnish to the requesting party (the cost of which shall be
reimbursed upon demand by the requesting party to the furnishing party) true
and complete copies of the Relevant Material and to produce to the arbitral
tribunal any or all of the Relevant Material and/or copies thereof as any
part or the arbitral tribunal shall require.
28
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(viii) The procedures leading to the production of Relevant Material
under this paragraph shall be determined by the arbitrators, and may include the
preparation of lists of Relevant Material for initial evaluation by the
requesting party prior to disclosure and/or inspection of Relevant Material by
the requesting party prior to supply and furnishing the copies. In making such
determination, the arbitrators shall take into account the urgency with which
the Relevant Material should be brought before the arbitral tribunal.
(ix) No party shall use or disclose any Relevant Material obtained
under this paragraph for any purpose except in the course of the conduct of the
arbitration and (as far as applicable) proceedings before any court, and then
only to the extent necessary for the implementation and enforcement of any aware
of the arbitrators.
(x) The arbitration, including the making of the award, shall take
place in London, U.K.
(xi) All submissions and awards in relation to arbitration hereunder
shall be made in English and all arbitration proceedings shall be conducted in
English.
(xii) The failure or refusal of either party to submit to
arbitration in accordance with this Section 19(d) shall be deemed a breach of
this Agreement. If either party seeks and secures judicial intervention
requiring enforcement of this arbitration provision, such party shall be
entitled to recover from the other party in such judicial proceeding all costs
and expenses, including reasonable attorneys' fees, that it was thereby required
to incur.
(xiii) The procedures specified in this Section 19(d) shall be the
sole and exclusive procedures for the resolution of disputes between the parties
arising out of or relating to this Agreement; PROVIDED, HOWEVER, that a party,
without prejudice to the above procedures, may seek equitable remedies,
including without limitation, specific performance, a preliminary injunction or
other provisional judicial relief if in its sole judgment such action is
necessary to avoid irreparable damage or to preserve the status quo. The parties
to this Agreement hereby acknowledge and agree that the failure of AP Biotech to
deposit the Initial Customer Information or any Semi-Annual Customer Information
with the Escrow Agent in accordance with the delivery requirements of Section
1A(a) and Section 1A(b) hereof, respectively, will cause irreparable damage to
Newco and its businesses and that, accordingly, Newco shall be entitled, if the
circumstances so require, to seek the equitable remedy of specific performance
to force AP Biotech to deliver such Initial Customer Information or Semi-Annual
Customer Information.
(e) ASSIGNABILITY; BINDING EFFECT.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and permitted assigns. Neither party may assign
any of its rights or obligations hereunder except as may be contemplated hereby
or except with the prior written consent of the other party; PROVIDED, HOWEVER
that (i) AP Biotech shall be entitled to assign its
29
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
rights and obligations hereunder without obtaining the prior written consent
of Newco to (A) any of its affiliates, or (B) any successor in interest in
the event of a merger, a sale of substantially all of its assets, a sale of a
majority of its capital stock or a sale of a material portion of its assets
(provided that such material portion includes the business and assets of AP
Biotech necessary for the performance of this Agreement consistent with past
practice) and (ii) Newco shall be entitled to assign its rights and
obligations hereunder without obtaining the prior written consent of AP
Biotech to (A) any of its affiliates, or (B) any successor in interest in the
event of a merger, a sale of substantially all of its assets or a sale of a
majority of its capital stock; PROVIDED, HOWEVER, that no assignment by AP
Biotech under clause (i)(A) above or by Newco under clause (ii)(A) above
shall relieve the assigning party of any of its obligations hereunder.
Notwithstanding clause (ii)(B) above, the consent of AP Biotech shall be
required for the assignment by Newco of any of its rights or obligations
hereunder in the event of a merger with, or a sale of substantially all of
its assets or a majority of its capital stock to, any of the companies listed
on SCHEDULE 19(e) or any successor in interest thereto.
(f) ENTIRE AGREEMENT.
This Agreement, including the Schedules referred to herein, is complete,
reflects the entire agreement of the parties with respect to its subject matter,
and supersedes all previous written or oral negotiations, commitments and
writings in connection therewith.
(g) EXECUTION IN COUNTERPARTS.
This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one (1) and
the same document.
(h) AMENDMENT.
This Agreement may not be amended except by a writing duly and validly
executed by each party hereto.
(i) SEVERABILITY.
If any provisions of this Agreement shall be held by any arbitral panel or
court of competent authority to be void and unenforceable in whole or in part,
this Agreement shall continue to be valid and in full force and effect with
respect to the other provisions hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
30
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
AMERSHAM PHARMACIA BIOTECH AB
By: Signature not legible
---------------------------------
Name:
Title: CEO (acting)
BIOCHROM LIMITED
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: President
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 1(a)
NEW CO PRICING
AMINO ACID ANALYSIS PRICING
Main Instruments:
Price at New co
Item Number Description 20/11/98 Price
--------------------------------------------------------------------------------
00-0000-00 BIOCHROM 20 SODIUM ECHP 20cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 SODIUM ECHR 20cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 LITHIUM HP 20cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 LITHIUM HR 25cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 SODIUM HP 20cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 SODIUM HR 20cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 POLYAMINE 10cm x 4.6mm COLUMN *** ***
00-0000-00 BIOCHROM 20 SODIUM OXHP 20cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIOCHROM 20 SODIUM OXHR 20cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIOCHROM 20 LITHIUM HP 20cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIOCHROM 20 LITHIUM HR 25cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIOCHROM 20 SODIUM HP 20cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIOCHROM 20 SODIUM HR 20cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIOCHROM 20 POLYAMINE 10cm x 4.6mm COLUMN S/H *** ***
00-0000-00 BIO 20 LITHIUM HP 20cm FLUORESCENCE SPARK/H *** ***
00-0000-00 BIO 00 XXXXXX XX 00 xx XXXXXXXXXXXX XXXXX/X *** ***
Chemicals, Chemical Kits, Packed Columns:
Price at New co
Item Number Description 20/11/98 Price
--------------------------------------------------------------------------------
00-0000-00 SODIUM BORATE BUFFER PH10.0 2L *** ***
00-0000-00 SODIUM HYDROXIDE SOLUTION, 1L *** ***
00-0000-00 CALIBRATION STANDARD PHYSIOLOGICAL FLUID *** ***
00-0000-00 SODIUM CITRATE BUFFER PH2.2, 2L *** ***
00-0000-00 SODIUM CITRATE BUFFER PH3.2, 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER PH3.55 2L *** ***
00-0000-00 BORATE BUFFER (FLUORIMETRY) 1L *** ***
00-0000-00 ORTHOPHTHALALDEHYDE (OPA), 2G *** ***
00-0000-00 POLYAMINE BUFFER, 2L *** ***
00-0000-00 SODIUM CITRATE BUFFER PH2.65, 2L *** ***
00-0000-00 SODIUM CITRATE BUFFER PH3.35, 2L *** ***
00-0000-00 BORATE/CITRATE BUFFER PH8.6, 2L *** ***
00-0000-00 PROTEIN HYDROLYSATE KIT 4150 *** ***
00-0000-00 PROTEIN HYDROLYSATE KIT BIO20/4151-II/4151 *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 FLUORIMETER REAGENT KIT *** ***
00-0000-00 NINHYDRIN REAGENT KIT 4150 *** ***
00-0000-00 PHYSIOLOGICAL FLUID KIT 4151 *** ***
00-0000-00 NINHYDRIN REAGENT KIT 2L BIO20/4151-II/4151 *** ***
00-0000-00 SODIUM CITRATE BUFFER PH4.25, 2L *** ***
00-0000-00 SODIUM CITRATE BUFFER PH6.45, 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER PH2.2, 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER A 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER B 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER C 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER D 2L *** ***
00-0000-00 LITHIUM CITRATE BUFFER E 2L *** ***
00-0000-00 LITHIUM HYDROXIDE SOLUTION 1L *** ***
00-0000-00 XXXXXXXX 0 XXXXX, XXXXXXX, 7.5G *** ***
00-0000-00 ULTROPAC 1 RESIN, SODIUM, 10G *** ***
00-0000-00 XXXXXXXX 0 XXXXX, XXXXXXX, 00X *** ***
00-0000-00 ULTROPAC 8 RESIN, SODIUM, 1G *** ***
00-0000-00 ULTROPAC 8 RESIN, LITHIUM, 1G *** ***
00-0000-00 ULTROPAC 8 RESIN, SODIUM, 6G *** ***
00-0000-00 ULTROPAC 8 RESIN, LITHIUM, 6G *** ***
00-0000-00 PREWASH COLUMN RESIN 2G BIO20/41561-II *** ***
00-0000-00 LITHIUM BUFFER D II FILTERED, 2L *** ***
00-0000-00 PHYSIOLOGICAL FLUID KIT BIO20/4151-II *** ***
00-0000-00 LITHIUM CITRATE BUFFER CII 4151-II *** ***
00-0000-00 OXIDISED FEEDSTUFF KIT BIO20/4151-II/4151 *** ***
00-0000-00 HR LI COLUMN 25X4.6 PEEK *** ***
00-0000-00 HR LI COLUMN 20X4.6 PEEK *** ***
00-0000-00 LI PREWASH COLUMN 10X4.0 PEEK *** ***
00-0000-00 HR NA COLUMN 20X4.6 PEEK *** ***
00-0000-00 HP NA COLUMN 20X4.6 PEEK *** ***
00-0000-00 NA PREWASH COLUMN 10X4.0 PEEK *** ***
00-0000-00 HR NA EEC COLUMN 20X4.6 PEEK *** ***
00-0000-00 HP NA EEC COLUMN 20X4.6 PEEK *** ***
00-0000-00 POLYAMINE COLUMN 10X4.0 PEEK *** ***
00-0000-00 BIOCHROM 20 RESIN LI 1G *** ***
00-0000-00 BIOCHROM 20 RESIN NA 1G *** ***
00-0000-00 HR LI COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I *** ***
00-0000-00 HP LI COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I *** ***
00-0000-00 HR NA COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I *** ***
00-0000-00 HP NA COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I *** ***
00-0000-00 HR NA EEC COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I *** ***
00-0000-00 HP NA EEC COLUMN 26X4.6 PEEK ALPHA PLUS SERIES I *** ***
00-0000-00 POLYAMINE COLUMN 10XS4.0 ALPHA PLUS SERIES I *** ***
00-0000-00 HR LI COLUMN 25X4.6 PEEK ALPHA PLUS SERIES II *** ***
00-0000-00 HP LI COLUMN 20X4.6 PEEK ALPHA PLUS SERIES II *** ***
00-0000-00 HR NA COLUMN 20X4.6 PEEK ALPHA PLUS SERIES II *** ***
00-0000-00 HP NA COLUMN 20X4.6 PEEK ALPHA PLUS SERIES II *** ***
00-0000-00 HR NA EEC COLUMN 20X4.6 ALPHA PLUS SERIES II *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 HP NA EEC COLUMN 20X4.6 ALPHA PLUS SERIES II *** ***
00-0000-00 POLYAMINE COLUMN 10X4.0 ALPHA PLUS SERIES II *** ***
00-0000-00 ULTROSOLVE 2L *** ***
00-0000-00 NINHYDRIN POWDER 20G *** ***
00-0000-00 HYDRINDANTIN 1.6G *** ***
00-0000-00 NINHYDRIN REAGENT KIT 1L *** ***
Accessories:
Price at New co
Item Number Description 20/11/98 Price
--------------------------------------------------------------------------------
00-0000-00 2 CHANNEL RECORDER WHITE (XXXX & ZONEN) *** ***
00-0000-00 1 CHROMATOGRAPH 2 DETECT DATA HANDLING SYSTEM *** ***
00-0000-00 2 CHROMATOGRAPH 2 DETECT DATA HANDLING SYSTEM *** ***
00-0000-00 4 CHROMATOGRAPH 2 DETECT DATA HANDLING SYSTEM *** ***
00-0000-00 UPGRADE 1-2/2-2 EZCHROM *** ***
00-0000-00 UPGRADE 1-2/4-2 EZCHROM *** ***
00-0000-00 UPGRADE 1-2/4-4 EZCHROM *** ***
00-0000-00 UPGRADE 2-2/4-2 EZCHROM *** ***
00-0000-00 UPGRADE 2-2/4-4 EZCHROM *** ***
00-0000-00 UPGRADE 4-2/4-4 EZCHROM *** ***
00-0000-00 EMPTY PEEK COLUMN 25X4.6 U/C *** ***
00-0000-00 EMPTY PEEK COLUMN 20X4.6 U/C *** ***
00-0000-00 EMPTY PEEK COLUMN 15X4.6 U/C *** ***
00-0000-00 EMPTY PEEK COLUMN 10X4.0 U/C *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 25cm U/C *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 20cm U/C *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 15cm U/C *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 10cm U/C *** ***
00-0000-00 1 CHROMATOGRAPH 2 DETECT DHS - BCD LICENCE EZCH *** ***
00-0000-00 2 CHROMATOGRAPH 2 DETECT DHS - BCD LICENCE EZCH *** ***
00-0000-00 4 CHROMATOGRAPH 2 DETECT DHS - BCD LICENCE EZCH *** ***
00-0000-00 AUTOSAMPLER UPDATE KIT INC MARATHON WIN 3.1 *** ***
00-0000-00 EZCHROM SOFTWARE UPDATE TO LATEST VERSION *** ***
00-0000-00 AUTOSAMPLER UPDATE KIT MARATHON WIN 3.1 *** ***
00-0000-00 AUTOSAMPLER UPDATE KIT INC MIDAS WIN 3.1 *** ***
00-0000-00 AUTOSAMPLER UPDATE KIT EX MIDAS WIN 3.1 *** ***
00-0000-00 EZCHROM BOARD C/W CABLES *** ***
00-0000-00 EU EZCHROM PCB *** ***
00-0000-00 AUTOSAMPLER UPDATE KIT INC MIDAS WIN 95 *** ***
00-0000-00 AUTOSAMPLER UPDATE KIT EX MIDAS WIN 95 *** ***
00-0000-00 EZCHROM 1xX TO ELITE 1 UPGRADE *** ***
00-0000-00 EZCHROM 2xX TO ELITE 2 UPGRADE *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Consumanies and Spare Parts
Price at New co
Item Number Description 20/11/98 Price
--------------------------------------------------------------------------------
00-0000-00 SYRINGE ADAPTOR *** ***
00-0000-00 COMPRESSION SPRING *** ***
00-0000-00 TAPERED FLOW CELL END CAP *** ***
00-0000-00 FLOW CELL END CAP *** ***
00-0000-00 FLOWCELL SEAL (PKT OF 2) *** ***
00-0000-00 METAL SCREEN (PKT OF 10) *** ***
00-0000-00 FLOWCELL LOCATING STUD *** ***
00-0000-00 BEAM SPLITTER MOUNTING BRACKET *** ***
00-0000-00 SAMPLE LOADING VALVE ASSEMBLY *** ***
00-0000-00 CAPSULE WHEEL XX XX *** ***
00-0000-00 3 WAY MANIFOLD *** ***
00-0000-00 REACTION COIL TUBING *** ***
00-0000-00 COVER *** ***
00-0000-00 FLOWCELL BODY *** ***
00-0000-00 MAGNETIC CATCH SPACER *** ***
00-0000-00 XXXXXXXX XXXXXXXXXX *** ***
00-0000-00 PIPE *** ***
00-0000-00 COLUMN CLAMP SCREW *** ***
00-0000-00 COLUMN XXXXXXX CLAMP BLOCK *** ***
00-0000-00 4 WAY MANIFOLD *** ***
00-0000-00 COLUMN XXXXXXX RETAINER *** ***
00-0000-00 CAPSULE XXXXX CLIP *** ***
00-0000-00 CHUTE SLIDER XXXX *** ***
00-0000-00 XXXXXXX CONNECTION PILLAR 4151 *** ***
00-0000-00 COIL FLUSHCAP *** ***
00-0000-00 COIL FLUSH BODY *** ***
00-0000-00 COIL FLUSH PISTON *** ***
00-0000-00 RETAINER PLATE *** ***
00-0000-00 VALVE ADAPTOR FOR N-R VALE *** ***
00-0000-00 BELLOFRAM MODIFIED *** ***
00-0000-00 NITROGEN MANIFOLD - 4151 MKII *** ***
00-0000-00 COLUMN ADAPTOR *** ***
00-0000-00 THERMISTOR CLAMP *** ***
00-0000-00 RAM GUIDE - 4151 *** ***
00-0000-00 CAPSULE BUFFER *** ***
00-0000-00 CAPOFLEX LOOSE WOOL 500G *** ***
00-0000-00 ROLL PIPE TAPE *** ***
00-0000-00 PIN SPRING - PKT 10 *** ***
00-0000-00 MAGNETIC CATCH *** ***
00-0000-00 O RING (PKT OF 5) *** ***
00-0000-00 O RING VITON (PKT OF 10) *** ***
00-0000-00 XXXXX XXXXX COUPLING *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 CARD EJECTOR *** ***
00-0000-00 NITROGEN NON-RETURN VALVE *** ***
00-0000-00 BUFFER SOLENOID VALVE *** ***
00-0000-00 FAN *** ***
00-0000-00 PRESSURE REGULATOR *** ***
00-0000-00 SOLENOID VALVE *** ***
00-0000-00 PRESSURE SWITCH 5150/100 *** ***
00-0000-00 SOLENOID VALVE *** ***
00-0000-00 FAN *** ***
00-0000-00 ADAPTOR TAP *** ***
00-0000-00 PISTON SEAL REPLACEMENT KIT *** ***
00-0000-00 LENS F25 *** ***
00-0000-00 FLOWCELL WINDOW (PKT OF 2) *** ***
00-0000-00 BAND PASS FILTER 440 *** ***
00-0000-00 FILTER 570NM *** ***
00-0000-00 FLANGING TOOL 220V *** ***
00-0000-00 FLANGING TOOL 110V *** ***
00-0000-00 INSERTION TOOL *** ***
00-0000-00 3 WAY WHITEY VALVE *** ***
00-0000-00 CHROMATRONIX COUPLING *** ***
00-0000-00 PTFE TUBE 3.1X1.5MM (PACK 3M) *** ***
00-0000-00 PTFE TUBING 0.7 X 2 MM (PACK 3M) *** ***
00-0000-00 CHROMATRONIX END FITTING *** ***
00-0000-00 SWAGELOK NUT 1/16" *** ***
00-0000-00 MALE CONNECTOR 1/16" *** ***
00-0000-00 SWAGELOK FRONT FERRULE 1/4" *** ***
00-0000-00 SWAGELOK BACK FERRULE 1/4" *** ***
00-0000-00 REDUCING UNION 1/16" TO 1/8" *** ***
00-0000-00 TEFLON TUBING 1.8X0.5MM (PACK 3M) *** ***
00-0000-00 PTFE TUBING 1.6X0.3MM (PACK 3M) *** ***
00-0000-00 ELBOW TAPER CONNECTOR *** ***
00-0000-00 TAPER CONNECTOR *** ***
00-0000-00 TUBING BLUE 5 X 3 MM (PACK 3M) *** ***
00-0000-00 TUBING RED 5 X 3 MM (PACK 3M) *** ***
00-0000-00 CONNECTOR *** ***
00-0000-00 XXX-A-LINE TUBING (3m) *** ***
00-0000-00 CROSS TUBE FITTING *** ***
00-0000-00 TEE 1410-5/3-1/8" *** ***
00-0000-00 LUER ADAPTOR (PACK 2) *** ***
00-0000-00 PIPETTE TIPS (PKT 1000) *** ***
00-0000-00 XXXXXX PIPETTE 10-100UL *** ***
00-0000-00 100MM GLASS BOTTLE *** ***
00-0000-00 PQT CET 75W2K20-TURN *** ***
00-0000-00 TRANSDUCER *** ***
00-0000-00 CARTRIDGE HEATER 24V *** ***
00-0000-00 70 DEGREE THERMAL SAFETY SWITCH *** ***
00-0000-00 RELAY 3 POLE *** ***
00-0000-00 CAPSULE WHEEL MOTOR 24V *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 DIODE *** ***
00-0000-00 MICROSWITCH - CAPSULE AND RAM *** ***
00-0000-00 SWITCH TO DISPLAY PRESSURE *** ***
00-0000-00 CAPSULE SET NOS. 1-25, 80UL *** ***
00-0000-00 CAPSULE SET NOS. 25-50, 80UL *** ***
00-0000-00 CAPSULE SET NOS. 1-25, 160UL *** ***
00-0000-00 FLOWCELL WASHER (PACK 2) *** ***
00-0000-00 DETECTOR PCB *** ***
00-0000-00 CAPSULE WHEEL ALIGNMENT PCB *** ***
00-0000-00 CAPSULE SET NOS 25-50, 160UL *** ***
00-0000-00 UNIVERSAL CONTROL PCB *** ***
00-0000-00 SIGNAL LEAD *** ***
00-0000-00 TRANSFORMER *** ***
00-0000-00 PHOTOMETER SYSTEM PCB *** ***
00-0000-00 SILICONE OIL 100ML *** ***
00-0000-00 INTEGRATOR CABLE *** ***
00-0000-00 COLUMN THERMISTOR ASSY *** ***
00-0000-00 REACTION COIL TERMISTOR *** ***
00-0000-00 XXXXXXX XXXXX PCB *** ***
00-0000-00 AUTOLOADER ASSY - 4151 *** ***
00-0000-00 FLOWMETER ASSEMBLY *** ***
00-0000-00 COIL FLUSH ASSEMBLY *** ***
00-0000-00 RS 232 CONNECTION CABLE FOR PRINTER TO 4151 *** ***
00-0000-00 INTEGRATOR INTERFACE KIT *** ***
00-0000-00 MOTHERBOARD PCB - 4151 *** ***
00-0000-00 PRESSURE REGULATOR 4150/4151 *** ***
00-0000-00 REGULATOR LAS 3905 *** ***
00-0000-00 METERING VALVE *** ***
00-0000-00 TEE NO 2070-1/8"-1/8" *** ***
00-0000-00 100 XX XXXXX BOTTLE *** ***
00-0000-00 IC LM311N *** ***
00-0000-00 IC OPTO ISOLATOR *** ***
00-0000-00 PRESSURE GAUGE 0.1 BAR *** ***
00-0000-00 BEAM SPLITTER MIRROR *** ***
00-0000-00 CAPSULE FOLLOWER *** ***
00-0000-00 LOOM PCB ASSY *** ***
00-0000-00 PRESSURE RELIEF VALVE 10 BAR *** ***
00-0000-00 BOTTLE TOP *** ***
00-0000-00 BUFFER BOTTLE SCREW CAP *** ***
00-0000-00 "O" RNG 008 E.P. *** ***
00-0000-00 ARMATURE *** ***
00-0000-00 PRESSURE SWITCH *** ***
00-0000-00 SEAL KIT FOR CHECK VALVE *** ***
00-0000-00 CHECK VALVE *** ***
00-0000-00 OUTLET CHECK VALVE HOUSING *** ***
00-0000-00 INLET CHECK VALVE HOUSING *** ***
00-0000-00 PUMP HEAD AND CHECK VALVE *** ***
00-0000-00 24VDC COIL *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 PLUNGER SEAL KIT *** ***
00-0000-00 PUMP SEAL *** ***
00-0000-00 SEAL SUPPORT *** ***
00-0000-00 VERNIER KNOB *** ***
00-0000-00 COMPRESSION SPRING *** ***
00-0000-00 PRESSURE RING *** ***
00-0000-00 M3 XXXXX KEY *** ***
00-0000-00 FLANGING TOOL TIP MEDIUM *** ***
00-0000-00 SWAGELOK CONNECTOR 1/8" *** ***
00-0000-00 SWAGELOK NUT 1/8: *** ***
00-0000-00 PTFE TUBING 1.5X0.6MM (PACK 3M) *** ***
00-0000-00 PTFE TUBING 1.8X0.8MM *** ***
00-0000-00 NIN COLUMN COUPLING *** ***
00-0000-00 PTFE INSERT FOR REACTION COL *** ***
00-0000-00 FILTER DISC 9 MM (PKT OF 10) *** ***
00-0000-00 TUBING NATURAL 5 X 3 MM *** ***
00-0000-00 TUBING 1/16 X 3/16 (PKT OF 3M) *** ***
00-0000-00 MOTOR BRUSH - PAIR *** ***
00-0000-00 IC CA3140E *** ***
00-0000-00 SWITCH - TWO POSITION *** ***
00-0000-00 SHORTING PLUG 12.7 MM *** ***
00-0000-00 PTFE FILTER 6 MM (PKT OF 10) *** ***
00-0000-00 RAM PROBE PIPE ASSY *** ***
00-0000-00 FILER 440 NM *** ***
00-0000-00 FILTER ASSY 570 NM *** ***
00-0000-00 PIPE MIXING TEE 4480 *** ***
00-0000-00 PIPE BACK PRESSURE VALVE 4480 *** ***
00-0000-00 DOUBLE EURO-EXTENDER CARD *** ***
00-0000-00 PRESSURE IND/ABSORB SWITCH *** ***
00-0000-00 NITROGEN INLET LINE *** ***
00-0000-00 REACTION COIL ASSY *** ***
00-0000-00 REACTION COIL INDICATOR LED *** ***
00-0000-00 PRESSURE RELIEF VALVE *** ***
00-0000-00 CONTROL EPROM IC 102-4151 *** ***
00-0000-00 COIL FLUSH VALVE SPARES *** ***
00-0000-00 PIPE KIT *** ***
00-0000-00 COILED TUBE ASSY *** ***
00-0000-00 MOD KIT - FLOWMETER 4151 *** ***
00-0000-00 TRANSDUCER ASSY 1000 OSI 320MM *** ***
00-0000-00 TRANSDUCER ASSY 1000 PSI *** ***
00-0000-00 PRESSURE TRANSDUCER 1000 PSI *** ***
00-0000-00 PRESSURE TRANSDUCER 2000 PSI *** ***
00-0000-00 PRESSURE TRANSDUCER 1000 PSI *** ***
00-0000-00 PRESSURE TRANSDUCER 1000 PSI *** ***
00-0000-00 TRANSDUCER ASSEMBLY 2000 PSI *** ***
00-0000-00 TRANSDUCER ASSEMBLY 1000 PSI *** ***
00-0000-00 PRESSURE TRANSDUCER *** ***
00-0000-00 SERVICE KIT FOR 4151 *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 NIN BOTTLE ADAPTOR *** ***
00-0000-00 PISTON ASSEMBLY *** ***
00-0000-00 SWAGELOK FRONT FERRULE 1/16" *** ***
00-0000-00 SWAGELOK BACK FERRULE 1/16" *** ***
00-0000-00 XXXXXXX ELEMENT *** ***
00-0000-00 RELAY 24V DPCO *** ***
00-0000-00 9 WAY PLUG *** ***
00-0000-00 SMALL COUPLING SCREW *** ***
00-0000-00 440NM BEAM SPLITTER ASSEMBLY *** ***
00-0000-00 TUBE NUT & FERRULE KIT 1/8" *** ***
00-0000-00 TUBE NUT & FERRULE KIT 1/16" *** ***
00-0000-00 2ND INTERFACE PCB - 4151 XX XX *** ***
00-0000-00 PROGRAMMER ASSEMBLY - 4151 XX XX *** ***
00-0000-00 MODIFIED FRIDGE ASSY - 4151 XX XX *** ***
00-0000-00 PUMP ASSEMBLY 4151 XX XX *** ***
00-0000-00 COLUMN DOOR ASSEMBLY - 4151 XX XX *** ***
00-0000-00 AC OUTPUT PCB - 4151 REPLACES 00-0000-00 *** ***
00-0000-00 METER PANEL ASSEMBLY - 4151 XX XX *** ***
00-0000-00 BUFFER METER ASSY - 4151 XX XX *** ***
00-0000-00 PROBE ASSY - 4151 XX XX *** ***
00-0000-00 AUTOLOADER ASSY - 4151 XX XX *** ***
00-0000-00 FERRULE 1/16" 4151 XX XX *** ***
00-0000-00 COMPRESSION SCREW - 4151 XX XX *** ***
00-0000-00 BUFFER BOTTLE TOP *** ***
00-0000-00 ROTOR SEAL -4151 XX XX *** ***
00-0000-00 TEFZEL TUBING (PACK 2M) 4151 XX XX *** ***
00-0000-00 DRIP TRAY CLIP 4151 XX XX *** ***
00-0000-00 NOZZLE - 4151 XX XX *** ***
00-0000-00 A LOADER VALVE + ACTUATOR XX XX *** ***
00-0000-00 FLOWMETER 1ML 4151 XX XX *** ***
00-0000-00 PUMP PRIMING VALVE-4151 XX XX *** ***
00-0000-00 THERMAL FUSE - 4151 & 4151 XX XX *** ***
00-0000-00 REACTION COIL MOD KIT *** ***
00-0000-00 BUBBLE TRAP TOP *** ***
00-0000-00 E.U. SECOND INTERFACE PCP (40 00 4978/80202433) *** ***
00-0000-00 E.U. AC OUTPUT PCB (40 00 2853/80202369) *** ***
00-0000-00 E.U. UNIVERSAL CONTROL PCB (40 00 2832/80202363) *** ***
00-0000-00 E.U. PHOTOMETER PCB (40 00 2847/80202367) *** ***
00-0000-00 AUTOLOADER ASSEMBLY - 4151 *** ***
00-0000-00 NIN BOTTLE TOP *** ***
00-0000-00 4151 XX XX EPROMIC 102 VERSION 5.3 *** ***
00-0000-00 4151 XX XX EPROMIC 103 VERSION 5.3 *** ***
00-0000-00 4151 XX XX EPROMIC 104 VERSION 5.3 *** ***
00-0000-00 4151 XX XX EPROMIC 106 VERSION 5.3 *** ***
00-0000-00 TOOL KIE BIOCHROM 1 *** ***
00-0000-00 COLUMN CLAMP ASSEMBLY *** ***
00-0000-00 SAMPLE LOADING VALVE REPLACEMENT *** ***
00-0000-00 PREWASH COLUMN REPLACEMENT LITHIUM *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 PREWASH COLUMN REPLACEMENT SODIUM *** ***
00-0000-00 MODIFIED MOTOR AUTOLOADER *** ***
00-0000-00 E.U. 2ND I/F PCB 4151 II *** ***
00-0000-00 E.U. A/C O/P PCB 4161 II *** ***
00-0000-00 4151 FRIDGE THERMOSTAT *** ***
00-0000-00 FRIDGE DRIP TRAY KIT *** ***
00-0000-00 XXXX XXX XXXX XXXXX *** ***
00-0000-00 NAVIGATOR SOFTWARE KIT *** ***
00-0000-00 NAVIGATOR UNIVERSAL CONTROL PCB *** ***
00-0000-00 SIGNAL & SOR CABLE FOR AAA DATA HANDLING SYSTEM *** ***
00-0000-00 SIGNAL & SOR CABLE HFLC DATA HANDLING SYSTEM *** ***
00-0000-00 PROBE ASSEMBLY *** ***
00-0000-00 FLOWCELL ASSEMBLY *** ***
00-0000-00 PRESSURE RELIEF VALVE ASSEMBLY PHOTOMETER *** ***
00-0000-00 PEEK UNION *** ***
00-0000-00 XXXXX BOTTLE (NIN) 2000ml *** ***
00-0000-00 MANUAL INSTRUCTION BIO20 IDENT INC S/W WIN 3.1 *** ***
00-0000-00 CAPSULE SET OF 5 *** ***
00-0000-00 COLUMN PACKING RESERVIOR *** ***
00-0000-00 MODIFIED FINGERTIGHT FITTING *** ***
00-0000-00 AC OUTPUT PCB ASSEMBLY *** ***
00-0000-00 MOTHERBOARD PCB ASSEMBLY *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 25cm *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 16cm *** ***
00-0000-00 COLUMN HEAT TRANSFER BLOCK 20cm *** ***
00-0000-00 MODIFIED FRIDGE 240V *** ***
00-0000-00 MODIFIED BOTTLE CAP *** ***
00-0000-00 PROBE AND FERRULE KIT *** ***
00-0000-00 FLOWCELL WINDOW KIT *** ***
00-0000-00 FINGERTIGHT PEEK FITTING PACK OF 5 *** ***
00-0000-00 DOUBLE FERRULE PEEK PACK OF 2 *** ***
00-0000-00 TEE PEEK HIGH PRESSURE *** ***
00-0000-00 PEEK COLUMN FRIT (PKT 6) *** ***
00-0000-00 PEEK TUBING 1/16"X 5mm 6 METRE LENGTH *** ***
00-0000-00 PEEK TUBING 1/16"X 0.5mm 6 METRE LENGTH *** ***
00-0000-00 TEFLON PACKING SEAL PACK OF 10 *** ***
00-0000-00 1/16 FLANGELESS FITTING KIT (PACK OF 5) *** ***
00-0000-00 1/8" FLANGELESS FITTING KIT (PACK OF 5) *** ***
00-0000-00 AUTOLOADER VALVE *** ***
00-0000-00 SYRINGELESS FILTER UNIT 0.45UM PKT 10 *** ***
00-0000-00 CAPSULE CHUTE WINDOW *** ***
00-0000-00 BIQ 20 EPROM 1C127 V1.1 *** ***
00-0000-00 NINHYDRIN FILER CARTRIDGE *** ***
00-0000-00 BUFFER PUMP FILTER *** ***
00-0000-00 1 YEAR SPARES KIT BIO 20 *** ***
00-0000-00 2 YEAR SPARES KIT BIO 20 *** ***
00-0000-00 BUFFER FILTER CARTRIDGE *** ***
00-0000-00 TACHOMETER INTERFACE PCB ASSEMBLY *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 TRANSDUCER PCB ASSEMBLY *** ***
00-0000-00 SERVICE MANUAL BIO 20 *** ***
00-0000-00 EPROM IC127V1.2 4152 PL *** ***
00-0000-00 PEEK CONE UPDATE KIT FOR ALPHA PLUS *** ***
00-0000-00 PEEK COLUMN UPDATE KIT FOR ALPHA PLUS *** ***
00-0000-00 AUTOSAMPLER VIAL READER EZCHROM *** ***
00-0000-00 BINARY PUMP CNTRL SINGLE EZCHROM *** ***
00-0000-00 BINARY PUMP CNTRL MULT EZCHROM *** ***
00-0000-00 OPERATOR MANUAL EZCHROM *** ***
00-0000-00 SIGNAL CABLE ASSY AAA-EZCHROM *** ***
00-0000-00 TEFZEL TUBING (PACK 5M) *** ***
00-0000-00 PRESSURE REGULATORY KIT 0-10 BAR *** ***
00-0000-00 FERRULE 1/4" PTFE *** ***
00-0000-00 EZCHROM REPROCESSING S/W DONGLE SOFTWARE & M *** ***
00-0000-00 BURETTE ASSY *** ***
00-0000-00 REFURBISHED AUTOLOADER VALVE WET END *** ***
00-0000-00 E.U. ALPHA DETECTOR PCB ONLY SENT FROM SWEDEN *** ***
00-0000-00 E..U. 4151-2 NAVIGATOR PCB ONLY SENT FROM SWEDEN *** ***
00-0000-00 E.U. BIO20 A/C O/P PCB ONLY SENT FROM SWEDEN *** ***
00-0000-00 CAPSULE XXXXX UPDATE KIT *** ***
00-0000-00 BIOCHROM 20 SHORTFORM INSTRUCTIONS A/LOADER *** ***
00-0000-00 PEEK COLUMN END FITTING *** ***
00-0000-00 TUNGSTEN LAMP FOR AAA *** ***
00-0000-00 CAPSULE XXXXX (PLASTIC) *** ***
00-0000-00 COIL FLUSH NON-RETURN VALVES - REPLACEMENT KIT *** ***
00-0000-00 EPROM V2 O (4152 S/H) IC127 *** ***
00-0000-00 COLUMN PACKING RESERVIOR XXXXXXXX *** ***
00-0000-00 COIL FLUSH ASSY *** ***
00-0000-00 COIL FLUSH DIAPHRAGM X2 *** ***
00-0000-00 SOLENOID VALVE SINGLE AUTOLOADER *** ***
00-0000-00 SOLENOID VALVE DOUBLE AUTOLOADER *** ***
00-0000-00 ANTI SURGE THERMISTOR KIT *** ***
00-0000-00 EPROM V1.0 (4152) IC2 CAPSULE IDENT *** ***
00-0000-00 EPROM V3.0 (4152) IC127 *** ***
00-0000-00 PHARMACIA COLUMN COUPLER *** ***
00-0000-00 COLUMN END FITTING C/W 2 MICRON FRIT (6 PACK) *** ***
00-0000-00 PACKING SEAL U/C PACK OF 10 *** ***
00-0000-00 CAPSULE IDENT PCB *** ***
00-0000-00 CAPSULE HOLDER *** ***
00-0000-00 CAPSULE IDENT UPDATE KIT *** ***
00-0000-00 COIL FLUSH NON RETURN VALVE *** ***
00-0000-00 E.U. OPTO HOLDER ASSY *** ***
00-0000-00 BUFFER PUMP ASSEMBLY *** ***
00-0000-00 NINHYDRIN PUMP ASSEMBLY *** ***
00-0000-00 UNIVERSAL CONTROL PCB BIOCHROM 20 *** ***
00-0000-00 BIO 00 XXXXXXX XXXXX PCB *** ***
00-0000-00 TEE ASSY LOW PRESSURE *** ***
00-0000-00 CROSS ASSY LOW PRESSURE *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 FLANGELESS NUT TOOL *** ***
00-0000-00 NIN PRESS RELIEF VALVE *** ***
00-0000-00 LOW PRESSURE MANIFOLD UPDATE KIT *** ***
00-0000-00 SET OF SEALED XXXXXXX ELEMENTS *** ***
00-0000-00 TACHOMETER INTERFACE PCB ASSY BIOCHROM 20 *** ***
00-0000-00 PUMP MOTOR INC PCB ALPHA PLUS & BIOCHROM 20 *** ***
00-0000-00 PUMP MOTOR BIOCHROM 20 *** ***
00-0000-00 BUFFER PUMP FILTER ALPHA PLUS *** ***
00-0000-00 COIL FLUSH NITROGEN SOLENOID VALVE *** ***
00-0000-00 CALIBRATION CAPSULE SET *** ***
00-0000-00 BIOCHROM 20 SHORTFORM INSTRUCTIONS A/S WIN 3.1 *** ***
00-0000-00 MANUAL INSTRUCTION BIO20 S/H INC S/W WIN 3.1 *** ***
00-0000-00 AUTOLOADER RAM NITROGEN SOLENOID VALVE *** ***
00-0000-00 BUFFER PUMP HEAD AND CHECK VALVES ASSY *** ***
00-0000-00 AUTOSAMPLER S/W UPDATE KIT *** ***
00-0000-00 MANUAL INSTRUCTION BIO20 A/L INC S/W FOR WIN 95 *** ***
00-0000-00 MANUAL INSTRUCTION BIO20 A/S INC S/W FOR WIN 95 *** ***
00-0000-00 LINK ARM ASSY - PUMP *** ***
00-0000-00 PISTON FOLLOWER ASSY - PUMP *** ***
00-0000-00 1YR SPARES KIT BIO20 A/S *** ***
00-0000-00 2YR SPARES KIT BIO20 A/S *** ***
00-0000-00 SAMPLE NEEDLE MIDAS *** ***
00-0000-00 REFURBISHED PUMP MECHANICAL ASSY *** ***
00-0000-00 BUFFER PUMP HEAD WITHOUT FITTINGS *** ***
00-0000-00 NIN PUMP HEAD WITHOUT FITTINGS *** ***
00-0000-00 CAPSULE SET D01-D50 FOR CAPSULE IDENT. SYSTEM *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
RDP transfer prices - Blochrom Spectrophotometers, 1998 and 1999 Schedule 1(b)
RDP EUR/INT. RDP EUR./INT
1998 1999 (Newco)
Transfer Price Transfer Price
Part Number Description (Main instruments) GBP GBP
00-0000-00 Novaspec II *** ***
00-0000-00 GeneQuant *** ***
00-0000-00 GeneQuant II *** ***
8021-0-98 GeneQuant pro *** ***
00-0000-00 Ultrospec 1000 *** ***
00-0000-00 Ultrospec 1000E *** ***
00-0000-00 Ultrospec 2000 *** ***
00-0000-00 Ultrospec 3000 *** ***
00-0000-00 Ultrospec 4000 *** ***
RDP EUR/INT. RDP EUR./INT
1998 1999 (Newco)
Description (Accessories, Spares Transfer Price Transfer Price
Part Number and Consumables) GBP GBP
Product Line 4001.cells
00-0000-00 SET OF CELL SPACERS *** ***
00-0000-00 DISPCUVETTE, UV AND VIS METHACRYLATE
(PKT 100) *** ***
00-0000-00 10MM FLOWCELL AUTOFILL II/III/PLUS/4060 *** ***
00-0000-00 CASE FOR 6" 10MM CELLS *** ***
00-0000-00 10MM TDS FLOWCELL AND MOUNT *** ***
00-0000-00 1MM PATHLENGTH TDS FLOWCELL *** ***
00-0000-00 1MM CELL TYPE O UV SILICA *** ***
00-0000-00 5MM CELL TYPE O UV SILICA *** ***
00-0000-00 10MM CELL TYPE O UV SILICA *** ***
00-0000-00 50MM CELL TYPE O UV SILICA *** ***
00-0000-00 10MM CELL TYPE I UV SILICA *** ***
00-0000-00 10MM CELL TYPE 4 UV SILICA *** ***
00-0000-00 10MM CELL TYPE 5 UV SILICA *** ***
00-0000-00 10MM CELL TYPE 8 UV SILICA *** ***
00-0000-00 10MM CELL TYPE 9 UV SILICA *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 10MM CELL TYPE 10 UV SILICA *** ***
00-0000-00 10MM CELL TYPE 11 UV SILICA *** ***
00-0000-00 100MM CELL TYPE 12 UV SILICA *** ***
00-0000-00 40MM FUNNEL FLOWCELL *** ***
00-0000-00 50MM FUNNEL FLOWCELL *** ***
00-0000-00 1MM STANDARD CELL - TDS *** ***
00-0000-00 1MM CELL TYPE O GLASS *** ***
00-0000-00 5MM CELL TYPE O GLASS *** ***
00-0000-00 10MM CELL TYPE O GLASS *** ***
00-0000-00 50MM CELL TYPE O GLASS *** ***
00-0000-00 10MM CELL TYPE I GLASS *** ***
00-0000-00 10MM CELL TYPE 4 GLASS *** ***
00-0000-00 10MM CELL TYPE 10 GLASS *** ***
00-0000-00 10MM CELL TYPE 11 GLASS *** ***
00-0000-00 TALL SERIES RECTANGULAR CELL *** ***
00-0000-00 TEST TUBE GLASS 12MM PACK OF 10 *** ***
00-0000-00 TEST TUBE GLASS 24MM PACK OF 10 *** ***
00-0000-00 10MM SQ MICRO I UV SILICA CELL *** ***
00-0000-00 FUNNEL FLOWCELL NOVA SPEC II *** ***
00-0000-00 0 XXXXX XXXX XXX XXX. LID UVS 10MMP *** ***
00-0000-00 0 XXXXX XXXX XXX XXX LID UVS 10MMP *** ***
00-0000-00 0 XXXXX XXXX XXX XXX LID GLS 10MMP *** ***
00-0000-00 2 MTCHD CELL S/MICRO LID UVS 10MMP *** ***
00-0000-00 6 MTCHD CELL S/MICRO LID UVS 10MMP *** ***
00-0000-00 2 MTCHD CELL S/MICRO STP UVS 10MMP *** ***
00-0000-00 2 MTCHD CELL MICRO LID UVS 10MM PL *** ***
00-0000-00 6 MTCHD CELL MICRO LID UVS 10MM PL *** ***
00-0000-00 ULTRA MICRO VOLUME CEL
(5-7 UL WORKING VOLUME) *** ***
00-0000-00 MICRO VOLUME CELL (70 UL WORKING VOLUME) *** ***
00-0000-00 HELIX CAPILLARY CELL -
100 QUARTZ CAPILLARIES *** ***
00-0000-00 SPARE QUARTZ CAPILLARIES (100) *** ***
00-0000-00 10MM STANDARD CELL TDS *** ***
00-0000-00 1MM TDS FLOWCELL AND MOUNT *** ***
00-0000-00 TDS FLOWCELL 10MM P/L *** ***
00-0000-00 TDS FLOWCELL 1MM P/L *** ***
Product line, 4010, accessories
00-0000-00 TEMPERATURE CONTROLLER *** ***
00-0000-00 SERIAL INTERFACE ADAPOR LEAD *** ***
00-0000-00 CHART RECORDER LEAD *** ***
00-0000-00 2 POSITION MANUAL CELL CHANGER *** ***
00-0000-00 50MM PATHLENGTH CELL HOLDER *** ***
00-0000-00 WATER HEATED CELL HOLDER U100 *** ***
00-0000-00 FITTING KIT FOR EXTERNAL SAMPLE DELIVERY *** ***
00-0000-00 SPARE SINGLE CELL HOLDER *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 DUST COVER *** ***
00-0000-00 TEST TUBE HOLDER U1000 *** ***
00-0000-00 ELECTRICALLY HEATED CELL HOLDER U1000 *** ***
00-0000-00 USER MANUAL FOR ULTROSPEC 1000 *** ***
00-0000-00 COMBINED SERIAL/CHART INTERFACE (U1000) *** ***
00-0000-00 DEMONSTRATION KIT USER MANUAL *** ***
00-0000-00 BASIC UV/VIS SPECTRO BOOKLET *** ***
00-0000-00 UV/VISIBLEWALL POSTER *** ***
00-0000-00 DEUTERIUM LAMP ASSY 4010 *** ***
Product line, 4010, spares
00-0000-00 POWER SUPPLY ASSY U1000 *** ***
00-0000-00 MAIN PCB ASSY U1000 *** ***
00-0000-00 PHOTOMETER PCB ASSY 4010 *** ***
00-0000-00 LAMP-SELECT MOTOR 4010 *** ***
00-0000-00 FILTER MOTOR ASSY 4010 *** ***
00-0000-00 FILTER QUADRANT 4010 *** ***
00-0000-00 FAN 4010 SERIES *** ***
00-0000-00 KEY BD/DISPLAY ASSY U1000 *** ***
00-0000-00 ULTROSPEC 1000 SERVICE MANUAL *** ***
00-0000-00 EPROM VI-4 (4010) IC102 *** ***
00-0000-00 CONTROLLER IC3 V1.0 (4020) *** ***
Product line 4040. Novaspec 11. Accessories
00-0000-00 TEST TUBE COVER (100MM) NOVASPECT II *** ***
00-0000-00 NOVASPEC II USER MANUAL (PHARMACIA) *** ***
00-0000-00 NOVASPEC FUNNEL F/CELL COVER ASSEMBLY *** ***
00-0000-00 5MM CELL HOLDER FOR NOVASPEC II *** ***
00-0000-00 NOVASCAN SOFTWARE FOR WINDOWS *** ***
00-0000-00 SPECTRAL LIGHT PIPE NOVASPEC I *** ***
00-0000-00 MULTI-SIZE SAMPLE HOLDER NOVASPEC II *** ***
00-0000-00 SPECTRAL LIGHT PIPE NOVASPEC II *** ***
00-0000-00 10MM FUNNEL FLOWCELL VENTURI-NOVASPEC II *** ***
00-0000-00 16MM TEST TUBE HOLDER NOVASPEC II *** ***
00-0000-00 FUNNEL FLOWCELL HOLDER S/A *** ***
00-0000-00 WATER HEATED CELL HOLDER NOVASPEC II *** ***
00-0000-00 TEST TUBE/CUVETTE HOLDER NOVASPEC I *** ***
00-0000-00 RS 232C LEAD, SPECTRO TO EPSON P40 PRINTER *** ***
Product line 4040. Novaspec II. Spares
00-0000-00 FUSE KIT NOVASPEC II *** ***
00-0000-00 CONNECTOR 25 WAY D TYPE FEMALE SOCKET *** ***
00-0000-00 GRATING ASSY. *** ***
00-0000-00 4040 FILTER WHEEL & MOTOR ASSEMBLY *** ***
00-0000-00 FILTER WHEEL S/A-4040 *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 MOUNTING BLOCK SUB ASSY 4040 *** ***
00-0000-00 PHOTOMETER PCB *** ***
00-0000-00 FILTER WHEEL MOTOR S/A 4040 *** ***
00-0000-00 4040 GRATING MOTOR ASSEMBLY *** ***
00-0000-00 LAMPHOLDER MOUNTING BLOCK-4040 *** ***
00-0000-00 FILTER 10 DIA 1 THK *** ***
00-0000-00 FILTER 10 DIA 1 THK *** ***
00-0000-00 FUSE CARRIER (DOUBLE) *** ***
00-0000-00 4040 LAMP HOLDER *** ***
00-0000-00 SPINDLE *** ***
00-0000-00 SPRING - 4040 *** ***
00-0000-00 4040 + DIA MEMBRANE KEYBOARD *** ***
00-0000-00 SAMPLE COVER S/A *** ***
00-0000-00 DISPLAY WINDOW 4040 *** ***
00-0000-00 CONTROL EPROM V1.2 DIA PL *** ***
00-0000-00 COLLIMATING MIRROR *** ***
00-0000-00 MAIN PCB 4040 (CE) *** ***
00-0000-00 TRANSFORMER 4040 (CE) *** ***
00-0000-00 MAINS INLET (CE) *** ***
00-0000-00 SEIKO DPU-414 SERIAL PRINTER *** ***
00-0000-00 IC SN74LSOON *** ***
00-0000-00 CELL SPRING CLIP NOVASPEC II *** ***
00-0000-00 SERVICE MANUAL - 4040 *** ***
00-0000-00 E.U. (40004563/80200597) *** ***
00-0000-00 E.U. (40007042/80207768) *** ***
00-0000-00 NOVASPEC CLINICAL EPROM V1.0 (4040) *** ***
00-0000-00 EPROM V2.0 (4040) IC 100 *** ***
Product line 4050, Ultrospec II/III, accessories
00-0000-00 RS232C SERIAL INTERFACE LEAD -
SPECTROPHOTOMETER *** ***
00-0000-00 SERIAL TO DIN PRINTER LEAD *** ***
00-0000-00 CORROSIVE FUME TRAP FOR FUNNEL FLOWCELL *** ***
00-0000-00 EPSON-IBM PARALLEL INTERFACE LEAD *** ***
00-0000-00 SIX POSN CELL CHANGER ULTROSPEC III *** ***
00-0000-00 TURRET THUMB SCREW (ULTROSPEC III) *** ***
00-0000-00 HPLC CELL HOLDER AND FLOWCELL *** ***
00-0000-00 CYLINDRICAL CELL HOLDER *** ***
00-0000-00 10MM SINGLE CELL HOLDER *** ***
00-0000-00 50MM SINGLE CELL HOLDER *** ***
00-0000-00 ACCESSORY BASE PLATE *** ***
00-0000-00 WATER HEATED SINGLE CELL HOLDER *** ***
00-0000-00 FOUR CELL HOLDER LONG PATHLENGTH *** ***
00-0000-00 TUBE RESTRAINER ASSEMBLY WATER
HTD CELL CHANGER *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 ULTROSPEC III MANUAL A5 *** ***
00-0000-00 ELECTRICAL VACUUM PUMP ACCESSORY KIT *** ***
00-0000-00 RS232CI/F CABLE M/F 25 INST TO 9 COMP *** ***
00-0000-00 TDS 8 POSITION, 1MM 6 FLOWCELL, 2 STOPPERED *** ***
00-0000-00 TDS 8 POSITION 10MM 6 FLOWCELL, 2 STOPPERED *** ***
00-0000-00 6 POSITION WATER HEATED TURRET *** ***
00-0000-00 TDS 8 POSITION 1MM 8 FLOWCELLS *** ***
00-0000-00 TDS 8 POSITION 10MM 8 FLOWCELLS *** ***
00-0000-00 MICROVOLUME CELL HOLDER *** ***
00-0000-00 25MM TEST TUBE HOLDER *** ***
00-0000-00 9-16MM TEST TUBE HOLDER *** ***
00-0000-00 VENTURI FUNNEL FLOWCELL, 10MM *** ***
00-0000-00 TDS SOFTWARE 3.5 DISC *** ***
00-0000-00 APPLICATIONS SOFTWARE MS WINDOWS
ULTROSPEC III *** ***
00-0000-00 ULTRA MICROVOLUME (SUL) CELL HOLDER *** ***
00-0000-00 DEUTERIUM LAMP AND MOUNT ASSEMBLY,
VERSION 2 *** ***
00-0000-00 FLOWCELL AND TUBING KIT AUTOFILL III/SIPPER *** ***
00-0000-00 PUMP TUBING KIT AUTOFILL III/SIPPER *** ***
00-0000-00 TUBING KIT (TDS) *** ***
Product line 4050, Ultrospec II/III, spares
00-0000-00 INTERCONNECTION LEAD *** ***
00-0000-00 LAMP HOLDER - 4040/4040 *** ***
00-0000-00 TUNGSTEN LAMP 20W 12V *** ***
00-0000-00 REFLECTIVE OPTOSWITCH *** ***
00-0000-00 NUT M2 (PKT 10) *** ***
00-0000-00 INTERCONNECTION LEAD AUX *** ***
00-0000-00 LIGHT EMITTING DIODE *** ***
00-0000-00 VOLTAGE SELECTOR *** ***
00-0000-00 EPROM - 4050 V3.2 SUPPORT TIL END OF 2001 *** ***
00-0000-00 EPROM - 4051 V3.2 SUPPORT TIL END OF 2001 *** ***
00-0000-00 PROGRAM EPROM 4052 V3.2 SUPPORT TIL END
OF 2001 *** ***
00-0000-00 CONTROL EPROM IC23 4037 SUPPORT TIL END
OF 2001 *** ***
00-0000-00 EPROM IC23 V.6.2 4057 SUPPORT TIL END
OF 2001 *** ***
00-0000-00 EPROM IC3 4070 II/III V3 SUPPORT TIL END
OF 2001 *** ***
00-0000-00 TDS PUMP CONTROL CABLE ASSEMBLY *** ***
00-0000-00 SET OF N/D CALIBRATION FILTERS *** ***
00-0000-00 CELL TURRET UPDATE KIT SUPPORT TIL EN
OF 2001 *** ***
00-0000-00 TOP COVER ASSY - SPARES AUTOFILL III *** ***
00-0000-00 SERVICE MANUAL - 4050 ULTROSPEC III *** ***
00-0000-00 EPROM V2.0 (4058) *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Product line 4054. Ultrospec Plus, accessories
00-0000-00 9-16MM TEST TUBE HOLDER ULTROSPEC PLUS *** ***
00-0000-00 AUTOSAMPLER INTERFACE KIT (4054) *** ***
00-0000-00 AUTOFIL PLUS *** ***
Product line 4054, Ultrospec Plus, spares
00-0000-00 EPROM V2.5 (4054) CIII SUPPORT TIL END
OF 2001 *** ***
00-0000-00 SERVICE MANUAL - 4054 *** ***
00-0000-00 SEIKO PRINTER (4054) REPLACED BY
00-0000-00 *** ***
00-0000-00 EPROM (ICI 110) V2.6 4054 SUPPORT TO END
OF 2001 *** ***
Product line 4060, Biochrom 4060, accessories
00-0000-00 MULTIPURPOSE CELL HOLDER *** ***
00-0000-00 SIPPER ACCESSORY *** ***
00-0000-00 FELTIER HTD CELL HOLDER SINGLE *** ***
00-0000-00 SINGLE CELL HOLDER WATER HEATED *** ***
00-0000-00 MICROVOLUME CELL HOLDER *** ***
00-0000-00 SEVEN CELL CHANGER *** ***
00-0000-00 SEVEN CELL CHANGER (WM) WATER HEATED *** ***
00-0000-00 SEVEN CELL CHANGER BASE PLATE *** ***
00-0000-00 HPLC FLOWCELL/HOLDER *** ***
00-0000-00 ACCESSORY BASEPLATE *** ***
00-0000-00 CELL COMPARTMENT COVER FOR BIOCHROM 4060 *** ***
00-0000-00 7 POSITION FELTIER CELL CHANGER *** ***
00-0000-00 TM PROGRAMMABLE FELTIER CELL HOLDER
AND SOFTWARE *** ***
00-0000-00 BIOCHROM 4060 USER MANUAL *** ***
00-0000-00 DEUTERIUM LAMP & COLLAR *** ***
Product line 4060, Boichrom 4060, spares
00-0000-00 GRATING MOTOR S/A *** ***
00-0000-00 LAMP SELECT MIRROR ASSY *** ***
00-0000-00 CONTROL MOTOR ASSY LAMP SELECT
& DARK FLAG *** ***
00-0000-00 TUNGSTEN LAMP SOCKET *** ***
00-0000-00 F/W AND MOTOR ASSY *** ***
00-0000-00 FILTER WHEEL MOTOR *** ***
00-0000-00 PHOTOMULTIPLIER TUBE *** ***
00-0000-00 PMT CONTROL PCB ASSY *** ***
00-0000-00 POWER SUPPLY PCB ASSY *** ***
00-0000-00 TRANSFORMER ASSY *** ***
00-0000-00 RING SNAP *** ***
00-0000-00 FAN ASSY *** ***
00-0000-00 TENSATOR SPRING *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 POWER-ON INDICATOR ASSY *** ***
00-0000-00 TUBING RESTRAINER 4060 WATER HTD
CELL CHANGER *** ***
00-0000-00 MAIN PCB (4060) VER 2 *** ***
00-0000-00 BIOCHROM 4060 SERVICE MANUAL *** ***
00-0000-00 FILTER FLAG & MOTOR ASSY *** ***
00-0000-00 FILTER FLAG ASSY *** ***
00-0000-00 BIOCHROM 4060 DUST COVER *** ***
00-0000-00 EPROM V1.4 (4060) IC404 *** ***
00-0000-00 EPROM V1.4 (4060) IC405 *** ***
00-0000-00 EPROM V2.00 4060 IC404 *** ***
00-0000-00 EPROM V2.00 4060 IC405 *** ***
Product line 4080 / 4081. GeneQuant and GeneQuant ii, spares and accessories
00-0000-00 GENEQUANT USER MANUAL *** ***
00-0000-00 DEUTERIUM LAMP GENEQUANT *** ***
00-0000-00 4080 PRINTER CABLE *** ***
00-0000-00 MAIN PCB 4080 *** ***
00-0000-00 OPTICAL UNIT 4080 *** ***
00-0000-00 TOP COVER ASSEMBLY 4080 *** ***
00-0000-00 EPROM 4080 V1.5 *** ***
00-0000-00 GENEQUANT DUST COVER *** ***
00-0000-00 EPROM V2.2 (4080p) IC106 *** ***
00-0000-00 XXXX XXX XXXXXX XXXX FOR GENEQUANT *** ***
00-0000-00 KEYBOARD - GENEQUANT *** ***
00-0000-00 DISPLAY - GENEQUANT *** ***
00-0000-00 TRANSFORMER/REAR PANEL 4080 (CE) *** ***
00-0000-00 MOQ FILTER SET (MEDELCO) FOR GENEQUANT *** ***
00-0000-00 CENEQUANT II USER MANUAL *** ***
00-0000-00 KEYBOARD - GENEQUANT II *** ***
00-0000-00 EPROM 4081 v 1.0 *** ***
Product line 4090, Ultrospec 2000, accessories
00-0000-00 TEMPERATURE CONTROL UNIT *** ***
00-0000-00 SWIFT-SCAN SOFTWARE *** ***
00-0000-00 SWIFT-KIN SOFTWARE *** ***
00-0000-00 SWIFT-TIME SOFTWARE *** ***
00-0000-00 SWIFT-QUANT SOFTWARE *** ***
00-0000-00 SWIFT-MULTI SOFTWARE *** ***
00-0000-00 SWIFT-FRAC SOFTWARE *** ***
00-0000-00 RS232C1/F CABLE M/F 9 INST TO 9 COMP *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 4 POSITION CELL HOLDER *** ***
00-0000-00 6 POSITION CELL CHANGER *** ***
00-0000-00 6 POSITION WATER HEATED CELL CHANGER *** ***
00-0000-00 6 POSITION FELTIER HEATED CELL CHANGER *** ***
00-0000-00 10MM SINGLE CELL HOLDER *** ***
00-0000-00 ULTRAMICROVOLUME CELL HOLDER, 2 AXIS
ADJUST *** ***
00-0000-00 50MM SINGLE CELL HOLDER *** ***
00-0000-00 WATER HEATED SINGLE CELL HOLDER *** ***
00-0000-00 MICROVOLUME CELL HOLDER (50 UL) *** ***
00-0000-00 CYLINDRICAL CELL HOLDER *** ***
00-0000-00 HPLC CELL HOLDER AND FLOWCELL *** ***
00-0000-00 10MM ELECTRICALLY HEATED CELL HOLDER *** ***
00-0000-00 10MM FELTIER HEATED CELL HOLDER *** ***
00-0000-00 TM PROGRAMMABLE HEATED CELL HOLDER
AND SOFTWARE *** ***
00-0000-00 SIPPER *** ***
00-0000-00 DUST COVER 4090 *** ***
00-0000-00 ULTROSPEC 2000 USER MANUAL *** ***
00-0000-00 SWIFT-LAB SOFTWARE *** ***
00-0000-00 SWIFT-METHOD SOFTWARE *** ***
00-0000-00 RS232C UF CABLE M/F 9 INST TO 25 COMP *** ***
00-0000-00 SWIFT SOFTWARE USER MANUAL *** ***
00-0000-00 PRINTER STAND *** ***
00-0000-00 AUTOSAMPLER INTERFACE KIT
(2000/3000/4000) *** ***
00-0000-00 CHART RECORDER CABLE *** ***
00-0000-00 ACCESSORIES USER MANUAL *** ***
00-0000-00 100MM SINGLE CELL HOLDER *** ***
00-0000-00 SINGLE CELL HOLDER - USE WITH MAGNETIC
STIRRER *** ***
00-0000-00 SPRECROPHOTOMETRY DEMO KIT *** ***
00-0000-00 TUBING KIT FOR FLOWCELL *** ***
00-0000-00 TUNGSTEN HALOGEN LAMP 4090 *** ***
00-0000-00 DEUTERIUM LAMP ASSY, 4090 *** ***
00-0000-00 PUMP TUBING (PKT OF 6) *** ***
00-0000-00 VITON PUMP TUBING *** ***
00-0000-00 CELL HOLDER ASSEMBLY *** ***
00-0000-00 CELL CORNER SPRING *** ***
00-0000-00 CELL PACKERS (8) FOR 1MM PATHLENGTH CELLS *** ***
00-0000-00 CELL PACKERS (8) FOR 5MM PATHLENGTH CELLS *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Product line 4090, Ultrospec 2000. spares
00-0000-00 BASEPLATE PLUG FOR 4090 SAMPLE
COMPARTMENT *** ***
00-0000-00 PHOTOMETER PCT ASSY 4090 *** ***
00-0000-00 LAMP-SELECT MOTOR ASSY *** ***
00-0000-00 FILTER MOTOR ASSY *** ***
00-0000-00 CELL MOTOR ASSY 4090 *** ***
00-0000-00 DISPLAY MODULE 4090 *** ***
00-0000-00 KEYBOARD & WINDOW 4090 *** ***
00-0000-00 CELL CHANGER THUMB SCREW *** ***
00-0000-00 CONCAVE DIFFRACTION GRATING *** ***
00-0000-00 MAIN PCB ASSY 4090 (CE) *** ***
00-0000-00 POWER SUPPLY ASSY 4090 (CE) *** ***
00-0000-00 FAN 4090 SERIES *** ***
00-0000-00 FILTER QUADRANT ASSY *** ***
00-0000-00 LAMP SELECT MIRROR 4090 *** ***
00-0000-00 F/CELL-TUBING SPARE DIT ULTROSPEC 2000
SERIES *** ***
00-0000-00 XX XXXXXXX 0000 SERVICE MANUAL *** ***
00-0000-00 HEIGHT GAUGE *** ***
00-0000-00 EPROM V3.0 (ICI1) TEMP CONTROL UNIT *** ***
00-0000-00 CALIBRATION SOFTWARE AND FILTER-ACCRED
ENG ONLY *** ***
00-0000-00 SLAVE MICROCONTROLLER V1.70 4090/4094
IC127 *** ***
00-0000-00 EPROM V1.90 400IC105 VAN DER XXXXXX *** ***
00-0000-00 LAMP ACCESS COVER 4090 *** ***
00-0000-00 CELL COMPARTMENT ACCESS COVER (4090) *** ***
00-0000-00 XXXX CD-ROM V1.00 (ULTROSPEC 2000 ONLY) *** ***
00-0000-00 EPROM V2.2 4090 ICI05 PL *** ***
Product line 4090, Ultrospec 3000, spares
00-0000-00 ULTROSPEC 3000 USER MANUAL *** ***
00-0000-00 VGA DRIVER PCB 4094 *** ***
00-0000-00 VGA DISPLAY 4094 *** ***
00-0000-00 KEYBOARD & WINDOW 4094 *** ***
00-0000-00 ULTROSPEC 3000 SERVICE MANUAL *** ***
00-0000-00 EPROM V2.1 (4094) *** ***
Product line 4096, Ultrospec 4000, accessories
00-0000-00 SWIFT II - MTHOD S/W *** ***
00-0000-00 QUAL/PERE VERIF LOGBOOK FOR PHB
UV/VIS SPECTROS *** ***
00-0000-00 SWIFT II - SCAN S/W *** ***
00-0000-00 SWIFT II - KIN S/W *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
00-0000-00 SWIFT II - TIME S/W *** ***
00-0000-00 SWIFT II - QUANT S/W *** ***
00-0000-00 SWIFT II - MULTI S/W *** ***
00-0000-00 SWIFT II - FRAC S/W *** ***
00-0000-00 8 POSITION CELL CHANGER *** ***
00-0000-00 ULTROSPEC 4000 USER MANUAL *** ***
00-0000-00 SWIFT II USER MANUAL *** ***
00-0000-00 SWIFT II - LAB S/W *** ***
00-0000-00 CELL HOLDER ASSY 4096 *** ***
Product line 4096, Ultrospec 4000, spares
00-0000-00 ULTROSPEC 4000 SERVICE MANUAL *** ***
00-0000-00 PHOTOMETER PCG ASSY 4096 *** ***
00-0000-00 SLAVE MICROCONTROLLER V1.1 4096 ICI27 *** ***
00-0000-00 EPROM V2.0 4096 ICI05 *** ***
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 3(a)(i)
FORECAST
BIOCHROM
----------------------------------------------------------------------------------------------------------------------------------
March April May June Q2 July August September Q3 October November December Q4
----------------------------------------------------------------------------------------------------------------------------------
Nevaspec 21 72
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 1000E 7.5 15.5
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 1080 23 43
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 2080 63 280
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 3900 44 148
----------------------------------------------------------------------------------------------------------------------------------
Ultrospec 4900 22 21.5
----------------------------------------------------------------------------------------------------------------------------------
Genequant 11 35
----------------------------------------------------------------------------------------------------------------------------------
Genequant II 33 123
----------------------------------------------------------------------------------------------------------------------------------
Genequantpro
----------------------------------------------------------------------------------------------------------------------------------
B20 (autoloader) 21 22
----------------------------------------------------------------------------------------------------------------------------------
B20 (autosampler) 22 22
----------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 3(b)
All costs in SEK
APBiotech site costs
Hardware
179730-021 ProLiant 3000R P450-512K Price 38894
295643-B21 Smart 3200 Array Controller Price 17150
336356-B2 4.3GB Wide-Ultra SCSI-3 10K Price 5024 x 3
306592-B2 RPS-aggregate ProLiant 3000/5500 Price 5613
313616-B21 256MB 5DRAM DIMM Price 10954
PILA 8460 EtherExpress PRO/100 for PCI Price 664 x 2
Sony 17" Museum GDM-200PST TCO-95 Price 5910
Subtotal 89.000
Software
Microsoft NT server 4.0 Price 3000
FW Encrypton center 4.0 Price 141.500
Areserve Back-up software Price 3640
Subtotal 153.140
Installation
Upnet personal 36cm a 1000 kr Price 36000
Subtotal 36.000
Biochrom site costs
Cisco 2500 Routers Price 25000 x 2
Subtotal 50.000
Grand Total 328.140
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 5(d)
Barclays Bank PLC
Barclays Business Centre
Cambridge, Chesterton Branch
00 Xxxxxxxxxx Xxxx, Xxxxxxxxx
Sort Code 201735
Account #00000000
Account Name: Biochrom Limited
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 19E
Xxxxxx-Xxxxx Corporation and any entity that, directly or indirectly, is
wholly-owned, or has not less than a majority of its voting power or economic
interests owned, by Xxxxxx-Xxxxx Corporation
Bio-Rad Laboratories, Inc. and any entity that, directly or indirectly, is
wholly-owned, or has not less than a majority of its voting power or economic
interests owned, by Bio-Rad Laboratories, Inc.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
ESCROW AGREEMENT
Exhibit 1A(a)
This ESCROW AGREEMENT is entered into as of _____________,
1999 by and among Biochrom Limited, a limited liability company incorporated
under the laws of England ("Newco"), Amersham Pharmacia Biotech AB, a company
incorporated in Sweden ("AP Biotech") and Boston Safe Deposit & Trust Company
(the "Escrow Agent").
WHEREAS, pursuant to a certain Asset Purchase Agreement, dated
as of March 2, 1999 (the "Purchase Agreement"), by and among Newco, Pharmacia
Biotech (Biochrom) Limited ("Seller"), Harvard Apparatus, Inc. and Pharmacia &
Upjohn, Inc., Newco has agreed to purchase the business and substantially all of
the assets of Seller (the "Asset Purchase");
WHEREAS, as a condition to the consummation of the Asset
Purchase, Newco and AP Biotech have entered into a certain Distribution
Agreement, dated as of March 2, 1999 (the "Distribution Agreement"), pursuant to
which Newco has agreed to sell to AP Biotech, and AP Biotech has agreed to
distribute, certain of Newco's products;
WHEREAS, pursuant to Section 1A(a) of the Distribution
Agreement, on the date hereof, AP Biotech will deposit with the Escrow Agent
certain information regarding its customers for the three (3) years prior to the
date of the closing of the Asset Purchase (the "Closing Date"), such information
to be both in paper form and contained on a floppy diskette (the "Initial
Customer Information"), to be held as hereinafter provided;
WHEREAS, pursuant to Section 1A(b) of the Distribution
Agreement, within thirty (30) days following June 30 and December 31 of each
calendar year during the term of the Distribution Agreement, AP Biotech shall
deposit with the Escrow Agent certain information regarding its customers with
respect to the six month period immediately preceding each of such dates (or in
the case of June 30, 1999, with respect to the period between the Closing Date
and June 30, 1999), such information to be both in paper form and contained on a
floppy diskette (the "Semi- Annual Customer Information" and, together with the
Initial Customer Information, the "Customer Information"), with the Escrow
Agent, to be held as hereinafter provided;
WHEREAS, the Escrow Agent is willing to establish an escrow
account on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
1. APPOINTMENT OF ESCROW AGENT. Newco and AP Biotech hereby appoint Boston
Safe Deposit & Trust Company as Escrow Agent, and Boston Safe Deposit & Trust
Company hereby accepts such appointment.
2. ESTABLISHMENT OF ESCROW.
(a) On the date hereof, AP Biotech will deposit with the Escrow
Agent the Initial Customer Information in accordance with Section 1A(a) of the
Distribution Agreement and the Escrow Agent hereby acknowledges receipt of such
Initial Customer Information.
(b) In accordance with Section 1A(b) of the Distribution Agreement,
within thirty (30) days following June 30 and December 31 of each calendar year
during the term of this Escrow Agreement, AP Biotech shall deposit with the
Escrow Agent the Semi-Annual Customer Information for the six month period
immediately preceding each such date (or in the case of June 30, 1999, with
respect to the period between the Closing Date and June 30, 1999). The Escrow
Agent shall acknowledge receipt of each such deposit by AP Biotech of
Semi-Annual Customer Information in writing to each of Newco and AP Biotech (in
accordance with the notice provisions set forth in Section 8 hereof) within five
(5) business days after such deposit is made. Such Initial Customer Information,
together with all Semi-Annual Customer Information, as held by the Escrow Agent
in accordance with the terms of this Agreement, shall be referred to herein as
the "Escrow." The Escrow shall be segregated from the other assets of the Escrow
Agent, held in a fire-proof location subject to appropriate controls necessary
to maintain the confidentiality of the materials constituting the Escrow in
accordance with the provisions of Section 13 hereof, and held in trust for the
benefit of Newco pursuant hereto.
(c) In accordance with Section 1A(c) of the Distribution Agreement,
within ten (10) business days following the execution of this Agreement and the
deposit by AP Biotech of the Initial Customer Information with the Escrow Agent
as provided for in Section 2(a) above, the Escrow Agent shall deliver to Newco
and AP Biotech (in accordance with the notice provisions set forth in Section 8
hereof) copies of that number of pages of the Initial Customer Information which
contains the names and information with respect to approximately, but not less
than, twenty (20) customers, which pages shall be selected by the Escrow Agent
at random.
3. DISTRIBUTION. The Escrow Agent shall distribute all of the Customer
Information from the Escrow to Newco or its designee as set forth in written
instructions executed by Newco in the form attached hereto as Exhibit B, which
statement shall be true and correct as of the date delivered.
4. TERMINATION. This Escrow Agreement shall terminate upon the
distribution of the Customer Information in accordance with Section 3 hereof.
2
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
5. DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.
(a) DUTIES LIMITED. The Escrow Agent undertakes to perform only such
duties as are expressly set forth herein. The Escrow Agent shall not be bound by
any waiver, modification, amendment, termination, cancellation or revision of
this Escrow Agreement, unless any of the foregoing is in writing and signed by
each of the parties hereto. The Escrow Agent shall not be bound by any
assignment by any party hereto of its rights hereunder unless (i) the assignment
complies with Section 10 hereof, and (ii) the Escrow Agent shall have received
written notice thereof from the assignor. The Escrow Agent is not deemed to have
any knowledge of the terms of the Distribution Agreement.
(b) NO REPRESENTATIONS. The Escrow Agent makes no representation as
to the validity, value, genuineness or the collectibility of any security or
other document or instrument held by or delivered to the Escrow Agent.
(c) INDEMNIFICATION OF ESCROW AGENT. Newco and AP Biotech hereby
jointly and severally agree to indemnify the Escrow Agent for, and to hold it
harmless against, any and all claims, suits, actions, proceedings,
investigations, judgments, deficiencies, damages, settlements, liabilities and
expenses (including reasonable legal fees and expenses of attorneys chosen by
the Escrow Agent) as and when incurred, arising out of or based upon any act,
omission, alleged act or alleged omission by the Escrow Agent or any other
cause, in any case in connection with the acceptance of, or performance or
non-performance by the Escrow Agent of, any of the Escrow Agent's duties under
this Escrow Agreement, except as a result of the Escrow Agent's bad faith,
willful misconduct or gross negligence. Except in cases of the Escrow Agent's
bad faith, willful misconduct or gross negligence, the Escrow Agent shall be
fully protected in acting in reliance upon any certificate, statement, request,
notice, advice, direction, other agreement or instrument or signature reasonably
and in good faith believed by the Escrow Agent to be genuine, in assuming that
any person purporting to give the Escrow Agent any of the foregoing in
accordance with the provisions hereof, or in connection with either this Escrow
Agreement or the Escrow Agent's duties hereunder, has been duly authorized to do
so, or in acting or failing to act in good faith on the advice of any counsel
retained by the Escrow Agent. The Escrow Agent shall not be liable for any
mistake of fact or law or any error of judgment, or for any act or omission,
except as a result of its bad faith, willful misconduct or gross negligence.
(d) LIABILITY OF ESCROW AGENT. The Escrow Agent shall incur no
liability whatever in connection with its duties hereunder except for bad faith,
willful misconduct or gross negligence. In the event that the Escrow Agent shall
be uncertain as to its duties or rights hereunder, or shall receive any
certificate, statement, request, notice, advice, direction or other agreement or
instrument from any other party with respect to the Escrow which, in the Escrow
Agent's reasonable and good faith opinion, is in conflict with any of the
provisions of this Escrow Agreement, or shall be advised that a
dispute has arisen with respect to the distribution, ownership or right of
possession of the Escrow or any part thereof (or as to the delivery,
3
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
non-delivery or content of any certificate, statement, request, notice, advice,
direction or other agreement or instrument), the Escrow Agent shall be entitled,
without liability to any person, to refrain from taking any action other than to
use its best efforts to keep safely the Escrow until the Escrow Agent shall be
directed otherwise in accordance with Section 3 hereof, but the Escrow Agent
shall be under no duty to institute or defend any proceeding, although the
Escrow Agent may, in its discretion and at the expense of Newco, on the one
hand, and AP Biotech, on the other hand, as provided in Section 5(c) hereof,
institute or defend such proceedings. In the event of any dispute hereunder, the
Escrow Agent shall be entitled to petition a court of competent jurisdiction and
shall perform any acts ordered by such court.
(e) AUTHORITY TO INTERPLEAD. The parties hereto authorize the Escrow
Agent, if the Escrow Agent is threatened with litigation or is sued, to
interplead all interested parties in any court of competent jurisdiction and to
deposit the Escrow with the clerk of that court.
6. RESIGNATION; SUCCESSOR ESCROW AGENT.
(a) RESIGNATION. The Escrow Agent may resign and be discharged from
its duties and obligations hereunder at any time by giving no less than thirty
(30) days notice of such resignation to Newco and AP Biotech, specifying the
date when such resignation shall take effect. Thereafter, the Escrow Agent shall
have no further obligation hereunder except to hold the Escrow as depositary. In
the event of such resignation, Newco and AP Biotech agree that they will jointly
appoint a banking corporation, trust company, attorney or other person as
successor Escrow Agent within thirty (30) days of notice of such resignation.
The Escrow Agent shall refrain from taking any action until it shall receive
joint written instructions from Newco and AP Biotech designating the successor
Escrow Agent. Upon receipt of such instructions, the Escrow Agent shall promptly
deliver all of the Escrow to such successor Escrow Agent in accordance with such
instructions and upon receipt of the Escrow, the successor Escrow Agent shall
thereupon be bound by all of the provisions hereof.
(b) TERMINATION OF ESCROW AGENT. Newco and AP Biotech acting
together shall have the right to terminate the appointment of the Escrow
Agent hereunder by giving notice in writing of such termination to the Escrow
Agent, specifying the date upon which such termination shall take effect.
Prior to the date of such termination, Newco and AP Biotech agree that they
will jointly appoint a banking corporation, trust company, attorney or other
person as successor Escrow Agent. Upon receipt of joint written instructions
from Newco and AP Biotech designating the successor Escrow Agent, the Escrow
Agent shall promptly deliver to such successor Escrow Agent all of the Escrow
in accordance with such instructions and upon receipt of the Escrow, the
successor Escrow Agent shall thereupon be bound by all of the provisions
hereof. In the event that the Escrow Agent does not receive such instructions
prior to the date of termination of the Escrow Agent's duties hereunder, the
Escrow Agent shall have no further obligation hereunder except to hold the
Escrow as depositary.
4
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
7. SUCCESSOR ESCROW AGENT. Upon receipt by the successor Escrow Agent of
the Escrow, the Escrow Agent shall be released from its obligations hereunder,
and the successor Escrow Agent shall thereupon be bound by all of the provisions
hereof and the term "Escrow Agent" as used herein shall mean such successor
Escrow Agent. The provisions of Sections 5(c), 5(d) and 5(e) shall inure to the
benefit of the Escrow Agent notwithstanding its release or removal.
8. NOTICES. Any notice permitted or required hereunder shall be deemed to
have been duly given if delivered personally, sent by facsimile transmission or
if mailed certified or registered mail, postage prepaid, to the parties at their
respective addresses set forth below or to such other address as any party may
hereafter designate.
If to Newco:
Biochrom Limited
00 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxx Xx.
Xxxxxxxxx XX0 0XX
England
Attention: Xxxxx Xxxxx
Facsimile No.: 011-44-122-342-0238
with a copy to:
Harvard Apparatus, Inc.
00 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Fax: (000) 000-0000
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: H. Xxxxx Xxxxxx, P.C
Fax: (000) 000-0000
Xxxxxxx XxXxxxx
Xxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Attention: Xxxxxxxxx Xxxxxxx
Facsimile No.: 011-44-171-367-2000
5
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
If to AP Biotech:
Amersham Pharmacia Biotech AB
Xxxxxxxxxx 00
XX-000 00 Xxxxxxx
Xxxxxx
Attention: Xxx Xxxxxxxx, Esq.
Facsimile No.: 011-46-18-321-126
with a copy to:
Cardiff Labs
Xxxxxxx Xxxx Xxxxxx
Xxxxxxxxxx
Xxxxxxx, Xxxxx XX0 0XX
Attention: Xxxxxx Xxxx
Facsimile No.: 011-44-122-252-6440
Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to the Escrow Agent:
Boston Safe Deposit and Trust Company
Xxx Xxxxxx Xxxxx
Xxxxx Xxxxx/000-000X
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Fax: (000) 000-0000
9. MODIFICATIONS. This Agreement may not be altered or modified without
the express written consent of the parties hereto. No course of conduct shall
constitute a waiver of any of the terms and conditions of this Agreement, unless
such waiver is specified in writing, and then only to the extent so specified. A
waiver of any of the terms and conditions of this Agreement on one occasion
shall not constitute a waiver of the other terms of this Agreement, or of such
terms and conditions on any other occasion.
10. ASSIGNMENT. No assignment of any rights or delegation of any
obligations provided for herein may be made by any party hereto without the
express written consent of
6
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
the other parties hereto, except for the provisions hereof respecting
successor Escrow Agents. This Escrow Agreement shall inure to the benefit of
any binding upon the successors, heirs, personal representatives and
permitted assigns of the parties hereto.
11. FEES AND EXPENSES OF ESCROW AGENT. Except as provided in Section 5
above, the fees and expenses of the Escrow Agent for serving as Escrow Agent
hereunder are as set forth on Exhibit A hereto. Such fees and expenses shall be
borne by Newco.
12. MISCELLANEOUS. This Agreement shall be construed under and governed by
the laws of The Commonwealth of Massachusetts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original but all of
which shall constitute one agreement.
13. CONFIDENTIALITY. The Escrow Agent agrees that it shall treat any and
all information in the Escrow (all such Escrow information being "Confidential
Information") as confidential and shall not disclose any Confidential
Information to any third party, other than its legal advisors who have a need to
know, for any purpose other than the performance of its obligations under the
Escrow Agreement without the prior written consent of Newco and AP Biotech;
provided, however, that the limitation on disclosure set forth in this Section
13 shall not apply in the case of any information which the disclosing party is
required to disclose by law (including the regulations of a stock exchange) or a
court order.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this as of the date first
forth above.
BIOCHROM LIMITED
By:
---------------------------------
Name:
Title:
AMERSHAM PHARMACIA BIOTECH AB
By:
---------------------------------
Name:
Title:
BOSTON SAFE DEPOSIT AND TRUST
COMPANY
By:
---------------------------------
Name:
Title:
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
EXHIBIT A
ESCROW AGENT FEES
$425 per calendar quarter during the term of this Agreement
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
EXHIBIT B
Boston Safe Deposit & Trust Company
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Re: ESCROW ACCOUNT FOR BIOCHROM LIMITED/AMERSHAM PHARMACIA BIOTECH AB
Ladies and Gentlemen:
Reference is hereby made to that certain Escrow Agreement, dated
__________, 1999 by and among Biochrom Limited ("Biochrom"), Amersham Pharmacia
Biotech AB ("AP Biotech") and Boston Safe Deposit & Trust Company (the "Escrow
Agreement").
The undersigned duly authorized officer of Biochrom, in his/her capacity
as such, does hereby certify as follows:
1. Either (a) the Distribution Agreement has been terminated pursuant to
Section 16(a) or Section 16(c) thereof and notice of termination has been
physically delivered by the terminating party to the non-terminating party or
(b) the Distribution Agreement has automatically terminated pursuant to Section
16(b)(i) or Section 16(b)(ii) thereof; and
2. AP Biotech has not delivered a notice of termination to Biochrom
pursuant to Section 16(b)(i) of the Distribution Agreement as a result of (a) a
breach by Biochrom of its obligations under Section 15(b) thereof or (b) a Newco
Sales Breach (as defined in the Distribution Agreement) prior to the effective
date of the termination of the Distribution Agreement.
Therefore, in accordance with Section 3 of the Escrow Agreement, you are
hereby instructed to distribute all of the Customer Information (as defined in
the Escrow Agreement) from the Escrow (as defined in the Escrow Agreement) to:
Biochrom Limited
00 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxx Xx.
Xxxxxxxxx XX0 0XX
England
Attention: Xxxxx Xxxxx
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
In witness whereof, the undersigned has executed this letter as of the date
first written above on behalf of Biochrom Limited
BIOCHROM LIMITED
By:
-----------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 13(b)(i)
TRADE XXXX LICENSE AGREEMENT (this Agreement) made March 2,1999
BETWEEN
(1) PHARMACIA & UPJOHN, INC., a Delaware corporation with offices at 0000
Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 U.S.A. (Licensor).
(2) BIOCHROM LIMITED, a limited liability company incorporated in England
whose registered office is at Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx XX0
0XX, Xxxxxxx (Licensee).
WHEREAS
(A) The Licensor is the beneficial owner and the registered proprietor or
has made application for the registration of, and licenses or through its
associated companies has used in connection with its business for a number of
years, the Licensed Marks, the particulars of which are set out in Schedule 1.
(B) The Licensor has agreed to grant or to cause to procure the grant to
the Licensee of certain rights in respect of the Licensed Marks subject to the
terms and conditions of this Agreement.
(C) This Agreement has been entered into in pursuance of the Asset
Purchase Agreement dated March 2, 1999 (the Asset Purchase Agreement) which
contemplates the sale to Licensee by Pharmacia Biotech (Biochrom) Limited
(Biochrom) of substantially all of the assets of Biochrom, and the Distribution
Agreement dated March 2, 1999 (the Distribution Agreement) between Licensee and
Amersham Pharmacia Biotech AB (AP Biotech) being entered into in connection with
the Asset Purchase Agreement.
IT IS AGREED AS FOLLOWS
DEFINITIONS
1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings (capitalized terms used herein
without definition have the meanings assigned to them in the Distribution
Agreement):
Business means the manufacture and sale by Biochrom of the Products and
the distribution of the Products as contemplated in the Distribution Agreement.
Licensed Marks means those trade marks which are registered or the subject
of a pending application particulars of which are set out in Schedule 1.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Products means the Current Products and New Products as defined in the
Distribution Agreement.
INTERPRETATION
1.2 In this Agreement unless the context otherwise requires:
(a) reference to persons shall include individuals, bodies corporate
(wherever incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and shall not
affect the construction of the Agreement;
(c) references to one gender shall include each gender and all
genders; and
(d) any reference to an enactment is a reference to it as from time
amended, consolidated or re-enacted (with or without modification) and includes
all instruments or orders made under such enactment.
1.3 The schedules comprise Schedules to this Agreement and form part of
this Agreement.
GRANT OF LICENSE
2.1 In consideration of the good and valuable consideration given by the
Licensee in pursuance of the Asset Purchase Agreement and the Distribution
Agreement, the Licensor hereby grants to and/or agrees to cause to procure the
grant to the Licensee of a royalty-free, non-exclusive, non-sublicensable
license to use, solely in connection with the Business, the Licensed Marks on or
in relation to the Products, subject to the provisions set out in this
Agreement. The Licensee acknowledges and agrees that, after four (4) months from
the Closing Date (as defined in the Asset Purchase Agreement) or, in the case of
Xxxxxx Scientific Limited, after December 3 1, 1999, the Licensee shall be
entitled to use the Licensed Marks solely in connection with the Products to be
sold by the Licensee to AP Biotech pursuant to the Distribution Agreement unless
AP Biotech shall otherwise consent in writing.
2.2 The license granted hereunder shall be for the term of this Agreement.
2.3 The Licensor or Licensee shall at the request of the other party
execute and at Licensee's expense take all steps reasonable requisite for the
registration or recordal of the license granted hereunder in such form as may be
reasonably required by the requesting party. The Licensee agrees that any such
recordal may be canceled by the Licensor on the termination of this Agreement in
accordance with its terms and that it will assist the Licensor so far as is
necessary to achieve such cancellation by executing any necessary documents or
doing any necessary acts
2
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
in connection therewith.
CONDITIONS OF USE
3.1 The Licensee hereby undertakes that:
(a) it will use the Licensed Marks only in relation to Products
which conform to the current quality standards used by Licensee or AP Biotech;
(b) it will use the Licensed Marks (including, without limitation,
both with respect to presentation of the Licensed Marks on the Products,
packing, wrappers, notepaper, price lists, advertisements and other promotional
material and the like and with respect to shaping, printing style, colour,
quality of materials used and otherwise) only in the form set out in Schedule 2
or as may from time to time be approved by the Licensor or AP Biotech;
(c) it will not use the Licensed Marks together or in combination
with any other marks, names, words, logos, symbols or devices other than: (i)
those specified in Schedule 1 or the trademarks licensed to Licensee by
Pharmacia & Upjohn, Inc. under a Trade Xxxx License Agreement of even date
hereof-, and (ii) the names "Biochrom" and "Harvard", whether jointly or
separately, and all related and associated logos and trademarks;
(d) it will not use the Licensed Marks in relation to any goods
other than the Products nor use or seek to register any other trade or service
marks which are similar to or substantially similar to or so nearly resemble the
Licensed Marks as to be likely to cause deception or confusion;
(e) it shall, when requested to do so by the Licensor or AP Biotech,
supply the Licensor and AP Biotech with details of any written complaints made
by customers relating to the Products together with reports, if any exist, on
the manner in which such complaints are being or have been dealt with and shall
comply with any reasonable directions or recommendations given by the Licensor
or AP Biotech in respect thereof,
(f) it shall submit to the Licensor and AP Biotech for their
approval a specimen of every new advertising or promotional material issued or
created by Licensee in which the Licensed Marks appear and the Licensee
undertakes not to use or distribute such material unless and until the Licensor
and AP Biotech shall have approved the same in writing. If Licensor and AP
Biotech fail to respond within twenty-eight (28) days the foregoing material
will be deemed approved;
(g) to the extent consistent with past practice, it will include on
the Products and in all documentation and material referred to in paragraphs (b)
and (f) a statement that the relevant Licensed Xxxx is the registered trade xxxx
or the trade xxxx as the case may be of the Licensor; and
3
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
(h) it will not use the Licensed Marks in a manner which is likely
to cause material harm to the goodwill attached to the Licensed Marks.
The parties acknowledge that AP Biotech is a distributor of the Products
and that Licensee shall not be responsible for, or deemed to control, the
actions or omissions of AP Biotech.
APPROVAL, INSPECTION AND TESTING
4.1 On reasonable request by the Licensor or AP Biotech, the Licensee
agrees to supply at Licensor's sole expense t6 the Licensor or AP Biotech
samples of the Products offered for sale under the Licensed Marks.
4.2 The Licensee shall, on reasonable prior notice from the Licensor or AP
Biotech, permit the Licensor, AP Biotech and/or their representatives or agents
at all reasonable times access to the premises of the Licensee to inspect the
Products as manufactured and/or offered for sale by the Licensee under the
Licensed Marks and the method by which the Products are manufactured, packed and
labelled. The Licensee undertakes that it will do such things as may reasonably
be necessary to ensure that such Products are processed, packed and labelled by
the methods and in conformity with such specifications and standards of quality
consistent with Biochrom's past practices. Licensor and its representatives,
however, shall sign a confidentiality agreement on a form acceptable to Licensee
before any such inspection may take place.
4.3 If (consequent on any such inspection by any representatives or agent
of the Licensor or AP Biotech as is referred to in Clause 4.2) it is found that
any licensed Products bearing or intended to bear the Licensed Marks are not in
conformity with any of the Licensee's obligations under Clause 4 hereof and the
Licensor or AP Biotech shall give the Licensee written notice of that fact, the
Licensee undertakes that it will not sell any of such non-conforming Products
under the Licensed Marks without the prior written consent of the Licensor or AP
Biotech.
MAINTENANCE OF TRADEMARKS
5.1 Licensor shall at its own expense take any and all action that may be
required to maintain the registration of any of the Trademarks.
INFRINGEMENTS
6.1 The Licensee and Licensor shall forthwith give written notice (in
4
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
accordance with the provisions of Clause 12) to the other party of any of the
following matters which may at any time during the continuance of this Agreement
come to their knowledge, giving full particulars thereof:
(a) any infringement or suspected or threatened infringement of the
Licensed Marks, whether by reason of imitation of get-up or otherwise;
(b) any allegation or complaint made by any third party that the use
by the Licensee of the Licensed Marks in accordance with this Agreement may be
liable to cause deception or confusion to the public; or
(c) any other form of attack, charge or claim to which the Licensed
Marks may be subject;
Provided always that the notifying party shall not make any admissions in
respect of such matters other than to the notified party and provided further
that the notifying party shall in every case furnish the notified party with all
information in its possession relating thereto which may be reasonably required
by the notified party.
6.2 Licensor shall consult with Licensee on any matter within the scope of
Clause 6.1 on the appropriate course of action. The Licensor shall have the sole
right to assume the conduct of any actions and proceedings (whether in its own
name or that of the Licensee) relating to the Licensed Marks and shall bear the
costs and expenses of any such actions and proceedings. Any costs or damages
recovered in connection with any such actions or proceedings shall be for the
account of the Licensor.
6.3 The Licensee undertakes and agrees that it will indemnify and hold the
Licensor harmless from and against all costs and expenses (including, without
limitation, legal costs, fees and expenses), actions, proceedings, claims,
demands, and damages arising from:
(a) a breach of this Agreement by the Licensee; and
(b) the Licensee's use of the Licensed Marks on defective products.
6.4 The Licensor shall not be obliged to bring or extend any proceedings
relating to the Licensed Marks if it decides in its sole discretion not to do
so.
TERM AND TERMINATION
7.1 This Agreement shall continue, unless terminated in accordance with
Clause 7.2 or 7.3, until terminated at any time by either party in writing as
specified in Clause 11 giving at least eighteen (18) months advance notice,
provided that Licensor shall not have any right to give such notice before the
date which is eighteen (18) months following the date first above written.
5
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
7.2 This Agreement shall terminate immediately upon the occurrence of
either of the following events:
(a) termination of the Distribution Agreement; or
(b) termination of the Trade Xxxx License Agreement dated August 4,
1997, between Licensor and AP Biotech;
such termination to take effect immediately upon the effective date of
termination of either such agreement identified above.
7.3 Notwithstanding the provisions of Clause 7.1 forthwith upon the
occurrence of any of the following events, the Licensor or Licensee, as the case
may be, may (without prejudice to any other right of remedy) by written notice
to the other party terminate this Agreement with immediate effect:
(a) if the Licensee or Licensor commits a breach of any obligation
under this Agreement, including a breach of any representation or warranty, and
fails to remedy it within sixty (60) days of receipt of notice from the Licensor
or Licensee, as the case may be, of such breach; or
(b) if the Licensee enters into liquidation whether compulsory or
voluntary, other than for the purposes of amalgamation or reconstruction
approved in writing by the Licensor on the basis that the resulting company
undertakes that other party's obligations under this Agreement and is
commercially acceptable to the former party, or has a receiver or administrative
receiver or administrator or similar official appointed over all or any of its
assets and is not discharged within a period of thirty (30) days;
(c) if the Licensee is declared insolvent or makes any general
composition with its creditors;
(d) if the Licensee ceases or threatens to cease to carry all or any
material part of its business;
(e) Intentionally omitted.
(f) if any distress, execution or exception is levied on any of the
assets of the Licensee or if any judgment of a monetary sum is given against the
Licensee and is not paid out within forty-five (45) days; or
(g) if the Licensee shall challenge the validity of or the
entitlement of the Licensor to use or license the use of the Licensed Marks.
7.4 Termination of this Agreement shall not release either of the parties
from any other liability which at the time of termination has already accrued to
the other party, nor affect in any way the survival of any other right, duty or
obligation of the parties which is expressly stated elsewhere in this Agreement
to survive such termination.
6
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
EFFECTS OF TERMINATION
8.1 Upon termination of this Agreement for any reason, the rights and
license granted hereunder to the Licensee shall cease and determine and the
Licensee shall forthwith discontinue any and all use of the Licensed Marks save
that, except in the case of a termination pursuant to Clause 7.3(a) attributable
to a breach by the Licensee of an obligation under this Agreement or pursuant to
Clause 7.3(g), the Licensee may continue to sell solely in connection with the
Business the Products bearing the Licensed Marks in stock at the date of
termination for ninety (90) days provided that the Licensee shall comply with
the terms and conditions hereof in respect of the sales of such Products during
such period.
8.2 Upon termination, or expiration of the period referred to in Clause
8.1, whichever is the later, the Licensor or AP Biotech may request that the
Licensee delete or remove the Licensed Marks from or (where such deletion or
removal is not reasonably practicable) destroy or, if the Licensor or AP Biotech
shall so elect, deliver to the Licensor, AP Biotech or any other company, firm
or person designated by the Licensor or by AP Biotech, all Products and all
wrappers and packing and all price-lists, sheets of note paper and the like and
all other materials or documents in the possession or under the control of the
Licensee to which the Licensed Marks are then affixed or approved. In the event
that Licensor or AP Biotech elect to have any such Products delivered to them,
Licensor or AP Biotech (as the case may be) shall, after receipt of such
Products, pay their market value to Licensee.
ACKNOWLEDGEMENT
9.1 The Licensee recognizes the Licensor's title to the Licensed Marks and
shall not at any time do or suffer to be done any act or thing which is likely
in any way to prejudice such title. It is understood that the Licensee shall not
acquire and shall not claim any title to the Licensed Marks or the goodwill
attaching thereto by virtue of the rights hereby granted to the Licensee or
through the Licensee's use of the Licensed Marks, either before, on or after the
date of this Agreement, it being the intention of the parties that all use of
the Licensed Marks by the Licensee shall at all times inure to the benefit of
the Licensor.
9.2 Licensee hereby represents and warrants that it has the full power and
authority to enter into this Agreement and that its execution, delivery and
performance of this Agreement has been duly authorized by all required corporate
action by Licensee.
9.3 Licensor hereby represents and warrants that (i) it has the full power
and authority to grant to Licensee all of the rights granted to Licensee herein
and that its execution, delivery and performance of this Agreement has been duly
authorized by all required corporate action by Licensor, (ii) Licensor and its
affiliates are the sole legal and beneficial owners of the Licensed
7
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Marks, and (iii) it is unaware of any rights in the Licensed Marks superior
to its rights or those of its affiliates.
LAW AND CONSTRUCTION
10.1 This Agreement is governed by and shall be construed in accordance
with the laws of England and Wales.
ARBITRATION
11.1 All disputes between the parties arising out of the circumstances and
relationships contemplated by this Agreement including disputes relating to the
validity, construction or interpretation of this Agreement and including
disputes relating to pre-contractual representations shall be settled by
arbitration as follows:
11.2 The parties hereby agree to cooperate in good faith to resolve any
disputes, claims or controversies that may arise hereunder or with respect to
the performance by either party of its obligations as contemplated hereby.
11.3 In the event that any dispute, claim or controversy shall not be
so resolved by the parties between themselves, the parties agree that any and
all disputes, claims or controversies arising out of or relating to this
Agreement or a breach thereof, whether grounded in common law or statutory
law, shall be finally settled in accordance with the Arbitration Rules of the
International Chamber of Commerce in effect on the date hereof. Save as
otherwise expressly provided herein the procedural rules shall be the rules
of the High Court in England and Wales and the lex curiae shall be the law of
England and Wales.
11.4 The number of arbitrators shall be three, chosen in accordance with
the procedures set out in this Clause 11. The award of the arbitrators shall be
final and binding on the parties.
11.5 Each party shall appoint one arbitrator. If within (30) days after
receipt of the claimant's notification of the appointment of an arbitrator the
respondent has not notified the claimant of the arbitrator it appoints, the
second arbitrator shall be appointed by the appointing authority.
11.6 The arbitrators thus appointed shall choose a further arbitrator who
will act as the presiding arbitrator of the tribunal. If within (30) days after
the appointment of arbitrators under Clause 11.5 above, they have not agreed
upon the choice of the presiding arbitrator, then at the request of any party to
the arbitration proceeding the presiding arbitrator shall be appointed by the
appointing authority.
11.7 The Chartered Institute of Arbitrators, London, England shall be the
appointing authority.
8
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
11.8 At the request of any party to the arbitration ("requesting party")
the arbitrators shall order the other party ("furnishing party") to supply and
furnish to the requesting party (the cost of which shall be reimbursed upon
demand by the requesting party to the furnishing party) true and complete copies
of the relevant documents and materials (the "Relevant Materials") and to
produce to the arbitral tribunal any or all of the Relevant Material and/or
copies thereof as any part of the arbitral tribunal shall require.
11.9 The procedures leading to the production of Relevant Material under
this paragraph shall be determined by the arbitrators, and may include the
preparation of lists of Relevant Material for initial evaluation by the
requesting party prior to disclosure and/or inspection of Relevant Material by
the requesting party prior to supply and furnishing the copies. In making such
determination, the arbitrators shall take into account the urgency with which
the Relevant Material should be brought before the arbitral tribunal.
11.10 No party shall use or disclose any Relevant Material obtained under
this paragraph for any purpose except in the course of the conduct of the
arbitration and (as far as applicable) proceedings before any court, and then
only to the extent necessary for the implementation and enforcement of any aware
of the arbitrators.
11.11 The arbitration, including the making of the award, shall take place
in London, U.K.
11.12 All submissions and awards in relation to arbitration hereunder
shall be made in English and all arbitration proceedings shall be conducted in
English.
11.13 The failure or refusal of either party to submit to arbitration in
accordance with this Clause 11 shall be deemed a breach of this Agreement. If
either party seeks and secures judicial intervention requiring enforcement of
this arbitration provision, such party shall be entitled to recover from the
other party in such judicial proceeding all costs and expenses, including
reasonable attorneys' fees, that it was thereby required to incur.
11.14 The procedures specified in this Clause 11 shall be the sole and
exclusive procedures for the resolution of disputes between the parties arising
out of or relating this Agreement; provided, however, that a party, without
prejudice to the above procedures, may seek equitable remedies, including
without limitation, specific performance, a preliminary injunction or other
provisional judicial relief if in its sole judgment such action is necessary .
to avoid irreparable damage or to preserve the status quo.
NOTICES
12.1 Any notice or other communication to be given by one party to any
other party under, or in connection with the matters contemplated by, this
Agreement shall be in writing and signed by or on behalf of the party giving it
and may be served by delivering it or sending it by fax, pre-paid recorded
delivery or registered or certified post to the address and for the attention of
the relevant party set out in Clause 12.2 (or as otherwise notified from time to
time hereunder). Any
9
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
notice so served by hand, fax or post shall be deemed to have been received
(a) in the case of delivery by hand, when delivered;
(b) in the case of fax, twelve (12) hours after the time of
dispatch;
(c) in the case of pre-paid recorded delivery or registered post,
forty-eight (48) hours from the date of posting.
12.2 The addresses of the parties for the purpose of Clause 12.1 are as
follows:
Address: Pharmacia & Upjohn, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
XXX
Att: Xxxxxx X. Xxxxxxxxxxxx, Esq.
Fax: (000) 000-0000
Address: Amersham Pharmacia Biotech AB
Xxxxxxxxxx 00
XX-000 00 Xxxxxxx
Xxxxxx
Att: Xxx Xxxxxxxx, Esq.
Fax: 00 00 000 000
Address: Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Att: Xxxx Xxxxxxx, Esq.
Fax: (000) 000-0000
Address: Biochrom Limited
Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxxxx XX0 0XX
England
Att: Xxxxx Xxxxx
Fax: 00 0000 000000
Address: Xxxxxxx, Procter & Xxxx LLP
Exchange Place
10
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Xxxxxx, XX 00000
Att: H. Xxxxx Xxxxxx, P.C.
Fax: (000) 000-0000
Address: Xxxxxxx XxXxxxx
Xxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Attention: Xxxxxxxxx Xxxxxxx
Fax: 00-000-000-0000
11
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
NON-ASSIGNABILITY
13.1 The Licensee may not nor may not purport to assign, transfer, change
or part with all or any of its rights and/or obligations under this Agreement or
sub-contract the performance of any of its obligations under this Agreement
without the prior written consent of the Licensor. A change of control of the
Licensee shall be deemed an assignment hereunder. For purposes of this Clause
13.1, "control" shall mean the ownership of the majority of ordinary share
capital or the ability to cast the majority of the votes at a general meeting of
Licensee, to appoint the majority of the board of directors or to direct the
general management of Licensee. The sale of substantially all of the assets of
Licensee shall also be deemed a change of control for purposes of this Clause
13.1.
13.2 Any right, power, privilege or remedy of a party under or pursuant to
this Agreement shall not be capable of being waived or varied otherwise than by
an express waiver or variation in writing.
13.3 No failure or delay by any party in exercising any right, power,
privilege or remedy shall impair such right, power, privilege or remedy or
operate or be construed as a waiver or variation thereof or preclude its
exercise at any subsequent time or on any subsequent occasion and no single or
partial exercise of any such right, power, privilege or remedy shall preclude
any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy.
SEVERANCE
14.1 If any provision of this Agreement is held to be invalid or
unenforceable, then such provision shall (so far as invalid or unenforceable) be
given no effect and shall be deemed not to be included in this Agreement but
without invalidating any of the remaining provisions of this Agreement. The
parties shall then use all reasonable endeavors to replace the invalid or
unenforceable provisions by a valid and enforceable substitute provision the
effect of which is as close as possible to the intended effect of the invalid or
unenforceable provision.
ENTIRE AGREEMENT
15.1 This Agreement, including the Schedules referred to herein, is
complete, reflects the entire agreement of the parties with respect to its
subject matter, and supersedes all previous written or oral negotiations,
commitments and writings in connection therewith.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
In witness whereof, the parties have executed this Agreement as of the
date first above written.
PHARMACIA & UPJOHN, INC.
By: /s/ Mats Pettersson
------------------------------
Name: Mats Pettersson
Title: Senior Vice President
Business Development
BIOCHROM LIMITED
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Director
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 1
Licensed Marks
----------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
----------------------------------------------------------------------------------------------------------------------------------
DROP design AR N 1,656,953 1988-07-21 1 PH (OLD) P
----------------------------------------------------------------------------------------------------------------------------------
DROP design AR N 1,656,956 1988-07-21 10 PH (OLD) P
----------------------------------------------------------------------------------------------------------------------------------
DROP design AR N 2033294 1996-05-14 42 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design AU N 2660581 1995-05-09 42 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design AU N 2660580 1995-05-09 660580 1995-05-09 2005-05-09 9, 42 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 44697 1995-08-30 1 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 44699 1995-08-30 5 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 44698 1995-08-30 9 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 44700 1995-08-30 10 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 43639 1995-05-09 16 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 43637 1995-05-09 3 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 43641 1995-05-09 30 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BD N 43640 1995-05-09 29 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BG N 35646 1996-07-11 30845 1997-06-16 2006-07-11 1, 9 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BR N 780190858 1982-12-28 2002-12-28 05.00 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design BY N 950797 1995-05-26 7811 1998-01-19 2005-05-26 1, 9, 10, 42 PH P
----------------------------------------------------------------------------------------------------------------------------------
DROP design CA N 162,525 1969-05-02 1999-05-02 PH P
----------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
--------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
--------------------------------------------------------------------------------------------------------------------------------
DROP design CA N 314,300 1986-09-12 2001-09-12 PH P
--------------------------------------------------------------------------------------------------------------------------------
DROP design CA N 325,547 1987-04-03 2002-04-03 PH P
--------------------------------------------------------------------------------------------------------------------------------
DROP design CN N 352632 1989-06-30 1999-06-29 14 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design CN N 152773 1989-06-30 1999-06-29 31 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design CN N 156063 1989-07-30 1999-07-29 26 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design CN N 160102 1989-05-10 1999-09-09 17 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design DE N 1109203 1987-07-28 2006-10-31 9 PU P
--------------------------------------------------------------------------------------------------------------------------------
DROP design DE N 156,882 1969-04-24 2008-02-29 0, 0, 0, 00 XX XX P
--------------------------------------------------------------------------------------------------------------------------------
DROP design DK N 3350/67 1967-09-32 6362/60 1968-02-09 2008-02-09 1, 3, 5, 10, PU P
35, 36, 41
--------------------------------------------------------------------------------------------------------------------------------
DROP design DK N 9501092 1995-02-22 22082 P
--------------------------------------------------------------------------------------------------------------------------------
DROP design EG N 72273 1989-11-14 1998-08-14 1 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design EG N 72276 1989-11-14 1998-0-14 10 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design EG N 72274 1989-11-14 1998-06-14 5 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design EG N 72275 1989-11-14 1998-06-14 9 PH (OLD) P
--------------------------------------------------------------------------------------------------------------------------------
DROP design FR N 1443280 1969-01-05 2008-01-04 0, 0, 00 XX XX P
--------------------------------------------------------------------------------------------------------------------------------
DROP design GB N 3255794 1998-01-17 9 PU P
--------------------------------------------------------------------------------------------------------------------------------
DROP design GB N 929,347 1970-01-09 2003-01-05 1 PU P
--------------------------------------------------------------------------------------------------------------------------------
DROP design GB N 919,349 1969-01-05 2003-01-05 5 PU P
--------------------------------------------------------------------------------------------------------------------------------
DROP design GB N 919,348 1969-08-27 2003-01-05 3 PU P
--------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
---------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
---------------------------------------------------------------------------------------------------------------------------------
DROP design GR N 89824 1990-11-19 2008-05-09 0, 0, 0, 00 XX X
---------------------------------------------------------------------------------------------------------------------------------
XXXX design N BA8961149A 1996-12-24 1, 9 PU P
---------------------------------------------------------------------------------------------------------------------------------
DROP design HK N 5536/95 1995-05-11 0493/96 1995-06-11 2002-05-11 1 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design HK N 5597/95 1995-05-11 8656/95 1995-05-11 2002-15-11 9 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design HK N 5598/95 1995-05-11 8194/95 1995-05-11 2002-05-11 10 PK P
---------------------------------------------------------------------------------------------------------------------------------
DROP design HK N 5599/95 1995-05-11 8822/1998 1995-05-11 2002-05-11 42 PK P
---------------------------------------------------------------------------------------------------------------------------------
DROP design BR N 950913 1995-05-22 8950913 1995-05-22 2005-05-22 1, 9, 18, 42 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design ID N 20273 1995-06-13 357982 1996-09-17 2004-12-15 1 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design ID N 10274 1995-06-15 373898 1996-11-18 2004-12-15 9 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design ID N 10275 1995-06-15 371415 1996-10-17 2004-12-15 10 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design ID N 10276 1995-06-15 371414 1996-10-17 2004-12-15 42 PH P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IH N 76,036 1970-01-09 2005-01-09 1 PH (OLD) P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IH N 76,481 1970-01-09 2005-01-09 5 PH (OLD) P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IH N 76,482 1970-01-13 2005-01-13 3 PH (OLD) P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IN N 522505 1990-01-09 1 PH (OLD) P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IN N 522502 1990-01-09 10 PH (OLD) P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IN N 522506 1990-01-09 5 PH (OLD) P
---------------------------------------------------------------------------------------------------------------------------------
DROP design IN N 522507 1990-01-09 522507 1990-01-09 1997-01-09 9 PHDS P
---------------------------------------------------------------------------------------------------------------------------------
DROP design JP N 10-101653 1998-11-30 1, 5, 9, 10, 42 PU P
---------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------
DROP design KR N 19446/95 1995-05-16 341352 1996-06-18 2005-06-19 10 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design KR N 20694/95 1995-05-25 356514 1997-02-18 2007-02-18 34 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design KR N 4848/95 1995-05-10 36419 1997-05-29 2007-05-29 112 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design KE N 7467 1995-05-25 1, 9, 10, 42 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design L/T N 95-1295 1995-05-02 1, 9, 10,42 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design LV N 95-750 1995-04-27 N37 165 1997-04-20 2004-04-27 1, 9, 10,42 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design MAC N E-522/96 1996-10-08 1, 9 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design MOR N 2936/96 1996-07-10 1,9 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design KY N 95/09756 1995-05-20 9 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design KY N 97/19998 1997-12-01 44 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design KY N 95/04751 1995-05-10 1 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design KY N 95/04758 1995-03-20 95/04758 1995-05-20 2002-05-21 10 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design PH N 109403 1996-06-28 1 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design PH N 113843 1996-09-13 9 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design PH N 109404 1996-06-28 10 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design RG N 41032 1996-09-27 1, 9 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design RG N 1,9 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design KU N 95705301 1995-05-15 151470 1997-04-10 2905-05-15 10, 42 PK P
------------------------------------------------------------------------------------------------------------------------------
DROP design GK N 1249/68 1968-03-21 124676 1968-08-23 1998-08-23 1, 3, 5, 10, PU P
35, 36, 41
------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------
DROP design GK N 166,747 1979-03-09 1999-03-09 1, 3, 5 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design GK N 96-4627 1996-05-06 323807 1997-06-19 2007-06-19 9 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design SWR N 8936/96 1996-07-10 1, 9 PU P
------------------------------------------------------------------------------------------------------------------------------
DROP design BG N 4241/95 1995-05-13 9 PK P
------------------------------------------------------------------------------------------------------------------------------
DROP design BG N 4242/95 1995-05-13 42 PK P
------------------------------------------------------------------------------------------------------------------------------
DROP design BG N 4240/95 1995-05-13 10 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design BG N 4239/95 1995-05-13 4239/95 1995-05-13 2005-05-13 1 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design SI N 9570579 1995-05-29 9570675 1997-01-14 2005-05-29 1, 9, 10, 42 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 211083 1995-08-11 SW4835 1995-08-11 2005-08-10 42 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 292086 1995-08-11 TN53871 1995-08-11 2005-08-10 1 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 291087 1995-08-11 TB0651 1995-08-11 2005-08-10 9 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 291088 1995-08-11 46077 1995-05-25 2006-08-10 10 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 11-055357 1995-11-07 735802 1996-11-16 2006-11-15 10 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 11-055358 1995-11-07 87321 1996-12-16 2006-12-25 12 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 11-055355 1995-11-07 742479 1997-01-01 2007-12-31 1 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design TH N 11-055356 1995-11-07 748808 1997-02-16 2007-02-05 9 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design UA N 95061844IT 1995-06-01 1, 9, 10, 42 PH P
------------------------------------------------------------------------------------------------------------------------------
DROP design UB N 890,315 1970-05-05 2000-04-10 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------
DROP design UB N 323,662 1969-06-11 890,473 1970-05-05 2000-04-10 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
DROP design UB N 890,328 1970-05-05 2000-05-05 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design US N 74/390,444 1993-05-17 1820903 1994-02-15 2004-02-15 1 PHBT P
------------------------------------------------------------------------------------------------------------------------------------
DROP design US N 384,469 1982-09-09 1,290,768 1984-08-21 2004-08-21 9 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design US N 1,446,200 1987-07-07 200707-07 10 PH DEL P
------------------------------------------------------------------------------------------------------------------------------------
DROP design US N 872,880 1969-07-15 2009-07-15 5 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design XX N 365,485 1970-02-17 2010-01-17 0, 0, 0, 00 XX X P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA AU N 2258.597 1972-05-24 2007-05-24 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA AU N 2258.700 1972-05-24 2007-05-24 10 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA BK N 114210261 1989-08-15 1999-08-15 01.90 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA BR N 814410251 1988-08-18 014418251 1990-03-20 2000-03-20 09.25/09.45 PH&S P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA CL N 0-89527 1994-05-17 207337 1998-02-25 2004-05-17 1, 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA DK N 909296 1973-08-30 2003-06-30 0, 0, 0, 00 XX XX X
------------------------------------------------------------------------------------------------------------------------------------
XXXX design PHARMACIA DR N 1109202 1987-07-28 2006-10-31 9 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA DK N 4050/69 1969-10-08 1375/70 1970-04-17 2000-04-17 1, 3, 5, 9, PK P
10, 30
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA EG N 72277 1990-03-07 1990-06-14 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA EG N 72278 1990-03-07 1990-06-14 5 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA EG N 72273 1990-03-87 1998-06-14 9 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA EG N 72280 1990-03-87 1998-06-14 10 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA GR N 89423 1990-11-19 2008-06-09 1, 5, 9, 11 PU P
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA HP N M9206404 1992-12-16 137257 1992-12-16 2002-12-16 1, 9 PHET P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA IL N 92578 1994-05-23 92670 1996-02-11 2001-05-22 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA IL N 92673 1994-05-23 92671 1996-02-04 2001-05-22 3 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA IN N 522504 1990-01-05 10 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA IN N 522503 1990-01-09 9 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA JP N 74063/72 1972-06-01 1362963 1970-12-22 2008-12-22 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA KW N 20376 1980-09-13 1998-09-12 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA KW N 20377 1980-09-13 1998-09-12 5 P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA MX N 356077 1980-08-25 2003-08-25 26 P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA MX N 357568 1980-08-25 2003-08-25 6 PHBT P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA MO N 70,857 1970-08-28 2000-08-28 1, 3, 5, 10, PH P
35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA NZ N 177887 1980-03-01 2009-03-01 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA NZ N 177099 1980-03-01 2009-03-01 3 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA NZ N 177889 1980-03-01 2009-03-01 5 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA NZ N 177891 1988-03-01 2009-03-01 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA NZ N 177890 1988-03-01 2009-03-01 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA PA N 047576 1989-03-06 2005-08-01 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA PL N G-133384 1994-05-16 90747 1994-05-16 2004-05-16 1, 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA BU N 94020756 1994-06-16 130869 1995-08-15 2004-06-16 1, 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA SA N 197/13 1989-04-23 1998-06-02 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA BA N 197/14 1989-04-23 1998-06-02 5 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA BA N 152.178 1975-08-01 2005-08-01 1, 9 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA SK N P021250-94 1994-05-17 180238 1998-04-20 2004-04-27 1, 5, 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA TN N EX.88.250 1988-07-07 2003-07-07 1, 5, 9, 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA TR N 106092 1988-07-20 1998-07-20 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA VE N 448/96 1996-01-17 1 PHAT P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA VE N 447/96 1996-01-17 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA XX N 402.486 1973-10-05 2013-10-05 1, 3, 5, 10 PH D P
------------------------------------------------------------------------------------------------------------------------------------
DROP design PHARMACIA JP N 1362970 1970-12-22 1998-06-22 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS) DX N 3349/67 1967-09-12 0361/88 1968-02-09 2008-02-09 1, 3, 5, 10, PU P
35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS) PJ N 54.129 1969-02-20 1999-02-20 1, 3, 5, 10, PU P
35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS) NO N 74.427 1968-05-30 2008-05-30 1, 3, 5, 10, PU P
35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
DROP design (POS) BN N 122.446 1968-02-12 2008-02-02 1, 3, 5, 10, PU P
35, 36, 41
------------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
RECORDS: 145
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AR N 1889706 1993-08-25 5 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AR N 1889707 1993-08-25 1585743 1995-12-20 2005-12-20 1 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AR N 1889705 1993-08-25 1585742 1995-12-20 2005-12-20 9 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AR N 1889704 1993-08-25 1585741 1995-12-20 2005-12-20 10 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AR N 1889703 1993-08-25 1585740 1995-12-20 2005-12-20 41 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AU N A638355 1994-08-19 A638355 1994-08-19 2004-08-19 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AU N A638356 1994-08-19 A638356 1994-08-19 2004-08-19 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AU N A638357 1994-08-19 A638357 1994-08-19 2004-08-19 9 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia AU N A638358 1994-08-19 A638358 1994-08-19 2004-08-19 10 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BD N 43594 1994-04-21 36 PK P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BD N 21369 1984-11-11 2006-11-11 3 PK P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BD N 21371 1984-11-11 2006-11-11 10 PK P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BD N 21370 1984-11-11 2006-11-11 5 PK P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BD N 21368 1984-11-11 2006-11-11 9 PK P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BK N 379665 1982-01-14 2002-01-14 1, 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia BY N 950799 1995-05-26 7813 1998-01-15 2005-05-26 1, 3, 5, 9, PB P
10, 16, 29, 30
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia CA N 315,021 1986-06-06 2001-06-01 PR P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia CA N 326,058 1987-04-10 2002-04-10 PR P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia CN N 350805 1989-06-10 1999-06-09 26 PU P
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia CN N 352631 1989-06-30 1999-06-29 14 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia CN N 352774 1989-06-30 1999-06-29 31 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia CN N 8830223 1988-09-08 882463 1996-10-14 2006-10-13 10 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia DK N 2289/65 1965-04-03 3010/66 1966-11-18 2006-12-28 0, 0, 0, 00 XXXX X
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx XX N 3859/56 1956-12-21 0248/57 1957-02-09 2007-02-09 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KC N 42769 1993-11-08 1 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KC N 43770 1993-11-08 3 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KC N 43771 1993-11-08 5 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KC N 43772 1993-11-08 41 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KC N 42773 1993-11-08 10 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KC N 42774 1993-11-08 9 KP P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia XN N 9401232 1984-06-09 12906 1997-03-26 2007-03-26 1, 3, 5, 9, PS P
10, 16, 41
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia GB N 1560863 1994-02-28 3 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia GB N 1568414 1994-02-28 1550464 1994-01-28 2001-01-28 10 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia GB N 1,162,185 1981-10-01 2002-10-01 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia GB N 81,162,186 1982-11-01 2002-10-01 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia GB N 1,184,730 1982-11-04 2003-11-04 9 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HK N 81985 1984-10-26 2005-10-26 1 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HK N 318 1984-10-26 2005-10-26 5 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HK N 81946 1984-10-26 2005-10-26 9 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HM N 7548/94 1994-10-13 63567 1995-11-07 2005-11-07 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HM N 7541/94 1994-10-13 63406 1995-11-07 2005-11-07 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HM N 7542/94 1994-10-13 63407 1995-11-07 2005-11-07 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HM N 7543/94 1994-10-23 63761 1995-12-07 2003-12-07 5 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia HM N 958914 1995-05-22 1, 3, 5, 9, PH P
10, 16, 29, 30
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia ID N 398960 1988-06-29 2007-06-29 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia ID N 398961 1988-06-29 2007-06-29 9 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia ID N 398962 1988-06-29 2007-06-29 10 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia ID N 235902 1988-06-29 398959 1997-10-13 2007-06-29 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 94/1722 41 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 94/1716 176357 1994-03-16 2003-03-16 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 94/1718 176158 1994-03-16 2002-03-16 5 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 94/1719 176160 1994-03-16 2002-03-16 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 94/1728 174160 1994-03-16 2002-03-16 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 429134 1984-10-30 10 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 429132 1984-10-30 5 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 429135 1984-10-30 4291348 1990-10-30 1998-10-30 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia IN N 429133 1984-10-30 2003-12-03 1-42 PU P
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KR N 120540 1984-12-04 2005-09-04 11 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KR N 121548 1985-12-23 2005-09-23 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KR N 117895 1985-10-04 2005-10-04 34 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia KR N 7466 1995-05-25 5781 1995-05-25 2005-05-25 1, 3, 5, 9, 10, PH P
16, 29, 30
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia LT N 16070 1994-06-25 1, 3, 5, 9, 10, PH P
16, 41
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia LV N 94-1245 1995-06-07 1, 3, 5, 9, 10, PH P
36, 42
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia NY N 83/81234 1983-11-23 2004-11-23 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia NY N 83/81235 1983-11-23 2004-11-23 52 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia NY N 84/05098 1984-11-01 84/05090 2005-11-01 10 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia NY N 84/05089 1984-11-02 84/05089 1991-10-19 2005-11-01 9 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PH N 107587 1996-04-22 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PH N 107588 1996-04-22 5 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PH N 41075 1988-09-12 2008-09-12 1, 5 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PK N 04545 1984-11-18 84565 1984-11-18 2006-11-18 10 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PK N 84543 1984-11-18 2006-11-18 1 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PK N 04546 1984-11-18 84546 1984-11-18 2006-11-18 5 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia PK N 84544 1984-11-18 2006-11-18 9 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia RU N 95705300 1995-05-15 251469 1997-04-20 2005-05-25 3, 5, 10, 16, PH P
29, 30, 42
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia UK N 184,436 1982-12-17 2002-12-17 1, 5 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia UK N 106,427 1964-01-03 2004-01-03 35, 36, 41 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia UK N 94-01477 1994-02-11 303216 1995-06-30 2005-06-30 0, 0, 00 XX X
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx XX N 5738/84 1984-11-03 5738/84 1992-07-25 2001-11-03 9 PHBS P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia SG N 5988/83 1983-11-18 2004-11-18 1 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia SG N B5989/83 1983-11-18 2004-11-18 5 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia SH N 1285-95 1995-05-10 101768 1998-08-17 2005-05-10 3, 5, 10, 16, PH P
29, 30, 42
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia SH N 118582 1987-10-12 1997-10-21 3 PH (OLD) P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TH N 118474 1987-10-22 2007-10-21 2 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053533 1993-10-29 69927 1994-04-01 2001-04-01 1 (services) PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053529 1993-10-29 638404 1994-04-01 2003-04-01 72 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053520 1993-10-29 647614 1994-07-14 2003-07-16 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053531 1993-10-29 657514 1994-10-01 2003-10-01 76 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053534 1993-10-29 73994 1995-01-01 2001-01-01 12 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053530 1993-10-29 640158 1994-04-16 2005-04-15 74 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia TW N 82-053532 1993-10-29 642537 1994-04-16 2004-04-15 86 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia UA N 95061840IT 1995-06-01 1, 3, 5, 9, 10, PM P
16, 29, 30
------------------------------------------------------------------------------------------------------------------------------------
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
------------------------------------------------------------------------------------------------------------------------------------
Trademark CWT P Appl. No. Appl. Date Reg. No. Reg. Date Rpn. Date Class Holder Org. Omit
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia US N 1,277,927 1984-05-13 2004-05-15 9 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia US N 73/021625 1974-05-14 1025527 1975-11-25 2005-11-25 1 PU P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia US N 73/021627 1974-05-16 1,025,528 1975-11-25 2005-11-25 0, 0 XX X
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxx. Farea HN N 7539/94 1994-10-13 5 PH PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea HN N 7540/94 1994-10-11 63405 1995-11-07 2005-11-07 1 PH PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea HN N 7537/94 1994-10-13 63402 1995-11-07 2005-11-07 19 PH PS
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Anti. Farea HN N 7538/94 1994-10-13 63403 1995-11-07 2006-11-07 9 PH PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Electronics CB N 304,434 1980-07-22 2010-02-19 9, 10 PH EL PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Electronics DK N 0927/80 1980-02-15 2010-02-15 9, 10 PH EL PH
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia FEAT FR N 1360813 1985-05-23 2005-05-22 1, 5 PH ADI
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia (JP) JF N 1480517 1979-11-30 1999-05-30 1 PH P
------------------------------------------------------------------------------------------------------------------------------------
Pharmacia Laserscan US N 74/544,913 1996-11-21 2171501 1998-07-07 2000-07-07 9 UP SOPCA
------------------------------------------------------------------------------------------------------------------------------------
J
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 2
Form of Licensed Marks
Form of Licensed Marks
[the logotype (lettering and symbol)
and 'drop' symbol]
logotype specifications
o how to use our logotype and the
'drop' symbol
o the Amersham Pharmacia Biotech name
o artwork reference
amersham/pharmacia biotech
The company symbol and logotype are
principal items of the identity and,
as such, they must be employed with
great care in accordance with the
rules and guidelines set our in this
document, together with any other
instructions issued by Corporate
Communications in Uppsala.
The logotype D consists of the symbol
(or 'drop' as it is often called) and
specifically centered lettering. In
normal circumstances they should
appear together, although on certain
occasions, where indicated, the 'drop'
symbol O may appear without the
lettering. The lettering in this form
must not be used on its own.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
amersham pharmacia biotech The 'drop' symbol and the logotype may
only be reproduced using the highest
quality originals. No attempt must be
made to reproduce either xxxx from
anything other than the reproduction
artwork or computer files supplied by
Corporate Communications in Uppsala.
To afford these marks their
appropriate status and to ensure that
they are clearly recognized, an area
around each device must be kept free
of other visual elements. No additions
or amendments to the 'drop' symbol or
logotype are permitted.
amersham pharmacia biotech Creative use of the symbol and
logotype is only allowed with the
express permission of the head of
Corporate Communications in Uppsala.
The 'drop' symbol should always be [the 'drop' symbol with technical
reproduced in high gloss silver/chrome specifications]
or, where this is not possible, in
black. The lettering should appear in
black only. Both the 'drop' symbol and
the full logotype should normally
appear on a white background; a
colored background may be used
(although this should be avoided as
far as possible) as long as the color
does not deduct from their visibility.
They may also appear white out of
black O using the artworks created for
this purpose.
[the 'drop' symbol with technical
specifications]
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
The keytype should appear on all [Inaccurate versions of the
external communications, including 'drop' symbol and logotype
stationery, labels, envelopes, reproduced]
business cards, brochures, mailings,
advertisements, other printer material
and where possible, all types of
electronic mail, as well as buildings,
signs, exhibition material, products
and packaging, as directed by these
guidelines or as instructed by
Corporate Communications. It should
also appear on internal
communications, e.g., loan's and
policies, and may be employed on
clothing.
Generally the logotype should appear
in a prominent position towards the
top of all area in which it appears
or, sometimes as a sign off, at the
bottom. When used large, the logotype
should normally be placed centrally
and when smaller towards the right
(approximately two-thirds of the way
across the page or area in which it
sits).
The 'drop' symbol may be used as a
decorative element and also as a
principal identifier when there is
restricted space (as long as there are
other elements to support or qualify
it, such as a line of text). It may
also appear with other elements for
specific applications as directed by
Corporate Communications in Uppsala.
the Amersham Pharmacia Biotech name logotype specification
In legal context The full name of the colours
relevant legal entity should be used logotype lettering
including the appropriate suffix, e.g. black
AD or Inc. white out of black
logotype 'drop' symbol:
high gloss silver/chrome or black
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
high gloss silver/chrome or white out
of black
Signing off letters and documents The logotype artwork
full name should also be used when use only the specially prepared
signing off letters and documents. It artwork to reproduce the symbol and
should be set after the author's name logotype.
and accompanied by the department
name. Direct telephone number and log ba (&F).aps/log blk&F.tps
e-mail address may be added below. master artwork for the logotype solid
black (although this may also be used
to produce separated fall artwork)
In daily speech log ba &F.eps
In all external communications the master artwork for the logotype solid
company must always be referred to as black (produce separated artwork)
"Amersham Pharmacia Biotech", unless a
specific regional or sales company is log wh 85.eps
being referred to. Should an master artwork for the logotype when
abbreviated terms of the company name reproduced whilte out of black when
be needed, "AP Biotech must be used. less than 65mm
Under no circumstances should any
other forms of the company name be
employed, e.g. APB
In body copy Log wh +85. eps
In body copy the company is always master artwork for the logotype when
called Amersham Pharmacia Biotech, reproduced white out of black when
unless a specific regional or sales more than 65mm
company is being referred to.
Responsibility for our Identity. Sym blk.eps
It is the responsibility of the head master artwork for the 'drop' symbol
of all companies and departments reproducing as solid black (although
within Amersham Pharmacia Biotech, as this may be used to produce separated
it is of everyone who uses the full artwork)
information set out in these pages, to
ensure the identity guidelines of the
company are followed
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Exceptions to the rule may not be made Sym F. eps
without the prior approval of master artwork for the 'drop' symbol
Corporate Communications in Uppsala. (separated full artwork)
Any questions regarding the identity
or its implementation should also be
forwarded there.
Amersham Pharmacia Biotech, Corporate Sym wh.eps
Communications, Uppsala, Sweden tel 46 master artwork for the 'drop' symbol
00000000 fax 00 0000 00 00 when reproduced white out of black.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 13(b)(ii)
TRADE XXXX LICENSE AGREEMENT (this Agreement) made March 2,1999
BETWEEN
(1) NYCOMED AMERSHAM PLC, (Company no. 1002610), a company incorporated in
England whose registered office is at Amersham Place, Little Chalfont,
Buckinghamshire, England HP7 9NA UK (Licensor)
(2) BIOCHROM LIMITED, a limited liability company incorporated in England
whose registered office is at Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx XX0
0XX, Xxxxxxx (Licensee).
WHEREAS
(A) The Licensor is the beneficial owner and the registered proprietor or
has made application for the registration of, and licenses or through its
associated companies has used in connection with its business for a number of
years, the Licensed Marks, the particulars of which are set out in Schedule 1.
(B) The Licensor has agreed to grant or to cause to procure the grant to
the Licensee of certain rights in respect of the Licensed Marks subject to the
terms and conditions of this Agreement.
(C) This Agreement has been entered into in pursuance of the Asset
Purchase Agreement dated March 2, 1999 (the Asset Purchase Agreement) which
contemplates the sale to Licensee by Pharmacia Biotech (Biochrom) Limited
(Biochrom) of substantially all of the assets of Biochrom, and the Distribution
Agreement dated March 2, 1999 (the Distribution Agreement) between Licensee and
Amersham Pharmacia Biotech AB (AP Biotech) being entered into in connection with
the Asset Purchase Agreement.
IT IS AGREED AS FOLLOWS
DEFINITIONS
1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings (capitalized terms used herein
without definition have the meanings assigned to them in the Distribution
Agreement):
Business means the manufacture and sale by Biochrom of the Products and
the distribution of the Products as contemplated in the Distribution Agreement.
Licensed Marks means those trade marks which are registered or the subject
of a pending application particulars of which are set out in Schedule 1.
1
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Products means the Current Products and New Products as defined in the
Distribution Agreement.
INTERPRETATION
1.2 In this Agreement unless the context otherwise requires:
(a) reference to persons shall include individuals, bodies corporate
(wherever incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and shall not
affect the construction of the Agreement;
(c) references to one gender shall include each gender and all
genders; and
(d) any reference to an enactment is a reference to it as from time
amended, consolidated or re-enacted (with or without modification) and includes
all instruments or orders made under such enactment.
1.3 The schedules comprise Schedules to this Agreement and form part of
this Agreement.
GRANT OF LICENSE
2.1 In consideration of the good and valuable consideration given by
the Licensee in pursuance of the Asset Purchase Agreement and the
Distribution Agreement, the Licensor hereby grants to and/or agrees to cause
to procure the grant to the Licensee of a royalty-free, non-exclusive,
non-sublicensable license to use, solely in connection with the Business, the
Licensed Marks on or in relation to the Products, subject to the provisions
set out in this Agreement. The Licensee acknowledges and agrees that, after
four (4) months from the Closing Date (as defined in the Asset Purchase
Agreement) or, in the case of Xxxxxx Scientific Limited, after December 3 1,
1999, the Licensee shall be entitled to use the Licensed Marks solely in
connection with the Products to be sold by the Licensee to AP Biotech
pursuant to the Distribution Agreement unless AP Biotech shall otherwise
consent in writing.
2.2 The license granted hereunder shall be for the term of this Agreement.
2.3 The Licensor or Licensee shall at the request of the other party
execute and at Licensee's expense take all steps reasonable requisite for the
registration or recordal of the license granted hereunder in such form as may be
reasonably required by the requesting party. The Licensee agrees that any such
recordal may be canceled by the Licensor on the termination of this Agreement in
accordance with its terms and that it will assist the Licensor so far as is
necessary
2
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
to achieve such cancellation by executing any necessary documents or
doing any necessary acts in connection therewith.
CONDITIONS OF USE
3.1 The Licensee hereby undertakes that:
(a) it will use the Licensed Marks only in relation to Products
which conform to the current quality standards used by Licensee or AP Biotech;
(b) it will use the Licensed Marks (including, without limitation,
both with respect to presentation of the Licensed Marks on the Products,
packing, wrappers, notepaper, price lists, advertisements and other promotional
material and the like and with respect to shaping, printing style, colour,
quality of materials used and otherwise) only in the form set out in Schedule 2
or as may from time to time be approved by the Licensor or AP Biotech;
(c) it will not use the Licensed Marks together or in combination
with any other marks, names, words, logos, symbols or devices other than: (i)
those specified in Schedule 1 or the trademarks licensed to Licensee by
Pharmacia & Upjohn, Inc. under a Trade Xxxx License Agreement of even date
hereof-, and (ii) the names "Biochrom" and "Harvard", whether jointly or
separately, and all related and associated logos and trademarks;
(d) it will not use the Licensed Marks in relation to any goods
other than the Products nor use or seek to register any other trade or service
marks which are similar to or substantially similar to or so nearly resemble the
Licensed Marks as to be likely to cause deception or confusion;
(e) it shall, when requested to do so by the Licensor or AP
Biotech, supply the Licensor and AP Biotech with details of any written
complaints made by customers relating to the Products together with reports,
if any exist, on the manner in which such complaints are being or have been
dealt with and shall comply with any reasonable directions or recommendations
given by the Licensor or AP Biotech in respect thereof,
(f) it shall submit to the Licensor and AP Biotech for their
approval a specimen of every new advertising or promotional material issued or
created by Licensee in which the Licensed Marks appear and the Licensee
undertakes not to use or distribute such material unless and until the Licensor
and AP Biotech shall have approved the same in writing. If Licensor and AP
Biotech fail to respond within twenty-eight (28) days the foregoing material
will be deemed approved;
(g) to the extent consistent with past practice, it will include on
the Products and in all documentation and material referred to in paragraphs (b)
and (f) a statement that the relevant Licensed Xxxx is the registered trade xxxx
or the trade xxxx as the case may be
3
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
of the Licensor; and
(h) it will not use the Licensed Marks in a manner which is likely
to cause material harm to the goodwill attached to the Licensed Marks.
The parties acknowledge that AP Biotech is a distributor of the Products
and that Licensee shall not be responsible for, or deemed to control, the
actions or omissions of AP Biotech.
APPROVAL, INSPECTION AND TESTING
4.1 On reasonable request by the Licensor or AP Biotech, the Licensee
agrees to supply at Licensor's sole expense t6 the Licensor or AP Biotech
samples of the Products offered for sale under the Licensed Marks.
4.2 The Licensee shall, on reasonable prior notice from the Licensor or AP
Biotech, permit the Licensor, AP Biotech and/or their representatives or agents
at all reasonable times access to the premises of the Licensee to inspect the
Products as manufactured and/or offered for sale by the Licensee under the
Licensed Marks and the method by which the Products are manufactured, packed and
labelled. The Licensee undertakes that it will do such things as may reasonably
be necessary to ensure that such Products are processed, packed and labelled by
the methods and in conformity with such specifications and standards of quality
consistent with Biochrom's past practices. Licensor and its representatives,
however, shall sign a confidentiality agreement on a form acceptable to Licensee
before any such inspection may take place.
4.3 If (consequent on any such inspection by any representatives or
agent of the Licensor or AP Biotech as is referred to in Clause 4.2) it is
found that any licensed Products bearing or intended to bear the Licensed
Marks are not in conformity with any of the Licensee's obligations under
Clause 4 hereof and the Licensor or AP Biotech shall give the Licensee
written notice of that fact, the Licensee undertakes that it will not sell
any of such non-conforming Products under the Licensed Marks without the
prior written consent of the Licensor or AP Biotech.
MAINTENANCE OF TRADEMARKS
5.1 Licensor shall at its own expense take any and all action that may be
required to maintain the registration of any of the Trademarks.
INFRINGEMENTS
6.1 The Licensee and Licensor shall forthwith give written notice (in
accordance with the
4
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
provisions of Clause 12) to the other party of any of the following matters
which may at any time during the continuance of this Agreement come to their
knowledge, giving full particulars thereof:
(a) any infringement or suspected or threatened infringement of the
Licensed Marks, whether by reason of imitation of get-up or otherwise;
(b) any allegation or complaint made by any third party that the use
by the Licensee of the Licensed Marks in accordance with this Agreement may be
liable to cause deception or confusion to the public; or
(c) any other form of attack, charge or claim to which the Licensed
Marks may be subject;
Provided always that the notifying party shall not make any admissions in
respect of such matters other than to the notified party and provided further
that the notifying party shall in every case furnish the notified party with all
information in its possession relating thereto which may be reasonably required
by the notified party.
6.2 Licensor shall consult with Licensee on any matter within the scope of
Clause 6.1 on the appropriate course of action. The Licensor shall have the sole
right to assume the conduct of any actions and proceedings (whether in its own
name or that of the Licensee) relating to the Licensed Marks and shall bear the
costs and expenses of any such actions and proceedings. Any costs or damages
recovered in connection with any such actions or proceedings shall be for the
account of the Licensor.
6.3 The Licensee undertakes and agrees that it will indemnify and hold the
Licensor harmless from and against all costs and expenses (including, without
limitation, legal costs, fees and expenses), actions, proceedings, claims,
demands, and damages arising from:
(a) a breach of this Agreement by the Licensee; and
(b) the Licensee's use of the Licensed Marks on defective products.
6.4 The Licensor shall not be obliged to bring or extend any proceedings
relating to the Licensed Marks if it decides in its sole discretion not to do
so.
TERM AND TERMINATION
7.1 This Agreement shall continue, unless terminated in accordance with
Clause 7.2 or 7.3, until terminated at any time by either party in writing as
specified in Clause 11 giving at least eighteen (18) months advance notice,
provided that Licensor shall not have any right to give such notice before the
date which is eighteen (18) months following the date first above written.
5
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
7.2 This Agreement shall terminate immediately upon the occurrence of
either of the following events:
(a) termination of the Distribution Agreement; or
(b) termination of the Trade Xxxx License Agreement dated August 4,
1997, between Licensor and AP Biotech;
such termination to take effect immediately upon the effective date of
termination of either such agreement identified above.
7.3 Notwithstanding the provisions of Clause 7.1 forthwith upon the
occurrence of any of the following events, the Licensor or Licensee, as the case
may be, may (without prejudice to any other right of remedy) by written notice
to the other party terminate this Agreement with immediate effect:
(a) if the Licensee or Licensor commits a breach of any obligation
under this Agreement, including a breach of any representation or warranty, and
fails to remedy it within sixty (60) days of receipt of notice from the Licensor
or Licensee, as the case may be, of such breach; or
(b) if the Licensee enters into liquidation whether compulsory or
voluntary, other than for the purposes of amalgamation or reconstruction
approved in writing by the Licensor on the basis that the resulting company
undertakes that other party's obligations under this Agreement and is
commercially acceptable to the former party, or has a receiver or administrative
receiver or administrator or similar official appointed over all or any of its
assets and is not discharged within a period of thirty (30) days;
(c) if the Licensee is declared insolvent or makes any general
composition with its creditors;
(d) if the Licensee ceases or threatens to cease to carry all or any
material part of its business;
(e) Intentionally omitted.
(f) if any distress, execution or exception is levied on any of the
assets of the Licensee or if any judgment of a monetary sum is given against the
Licensee and is not paid out within forty-five (45) days; or
(g) if the Licensee shall challenge the validity of or the
entitlement of the Licensor to use or license the use of the Licensed Marks.
7.4 Termination of this Agreement shall not release either of the parties
from any other liability which at the time of termination has already accrued to
the other party, nor affect in any way the survival of any other right, duty or
obligation of the parties which is expressly stated elsewhere in this Agreement
to survive such termination.
6
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
EFFECTS OF TERMINATION
8.1 Upon termination of this Agreement for any reason, the rights and
license granted hereunder to the Licensee shall cease and determine and the
Licensee shall forthwith discontinue any and all use of the Licensed Marks save
that, except in the case of a termination pursuant to Clause 7.3(a) attributable
to a breach by the Licensee of an obligation under this Agreement or pursuant to
Clause 7.3(g), the Licensee may continue to sell solely in connection with the
Business the Products bearing the Licensed Marks in stock at the date of
termination for ninety (90) days provided that the Licensee shall comply with
the terms and conditions hereof in respect of the sales of such Products during
such period.
8.2 Upon termination, or expiration of the period referred to in Clause
8.1, whichever is the later, the Licensor or AP Biotech may request that the
Licensee delete or remove the Licensed Marks from or (where such deletion or
removal is not reasonably practicable) destroy or, if the Licensor or AP
Biotech shall so elect, deliver to the Licensor, AP Biotech or any other
company, firm or person designated by the Licensor or by AP Biotech, all
Products and all wrappers and packing and all price-lists, sheets of note
paper and the like and all other materials or documents in the possession or
under the control of the Licensee to which the Licensed Marks are then
affixed or approved. In the event that Licensor or AP Biotech elect to have
any such Products delivered to them, Licensor or AP Biotech (as the case may
be) shall, after receipt of such Products, pay their market value to Licensee.
ACKNOWLEDGEMENT
9.1 The Licensee recognizes the Licensor's title to the Licensed Marks and
shall not at any time do or suffer to be done any act or thing which is likely
in any way to prejudice such title. It is understood that the Licensee shall not
acquire and shall not claim any title to the Licensed Marks or the goodwill
attaching thereto by virtue of the rights hereby granted to the Licensee or
through the Licensee's use of the Licensed Marks, either before, on or after the
date of this Agreement, it being the intention of the parties that all use of
the Licensed Marks by the Licensee shall at all times inure to the benefit of
the Licensor.
9.2 Licensee hereby represents and warrants that it has the full power and
authority to enter into this Agreement and that its execution, delivery and
performance of this Agreement has been duly authorized by all required corporate
action by Licensee.
9.3 Licensor hereby represents and warrants that (i) it has the full power
and authority to grant to Licensee all of the rights granted to Licensee herein
and that its execution, delivery and performance of this Agreement has been duly
authorized by all required corporate action by Licensor, (ii) Licensor and its
affiliates are the sole legal and beneficial owners of the Licensed Marks, and
(iii) it is unaware of any rights in the Licensed
7
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Marks superior to its rights or those of its affiliates.
LAW AND CONSTRUCTION
10.1 This Agreement is governed by and shall be construed in accordance
with the laws of England and Wales.
ARBITRATION
11.1 All disputes between the parties arising out of the circumstances and
relationships contemplated by this Agreement including disputes relating to the
validity, construction or interpretation of this Agreement and including
disputes relating to pre-contractual representations shall be settled by
arbitration as follows:
11.2 The parties hereby agree to cooperate in good faith to resolve any
disputes, claims or controversies that may arise hereunder or with respect to
the performance by either party of its obligations as contemplated hereby.
11.3 In the event that any dispute, claim or controversy shall not be so
resolved by the parties between themselves, the parties agree that any and all
disputes, claims or controversies arising out of or relating to this Agreement
or a breach thereof, whether grounded in common law or statutory law, shall be
finally settled in accordance with the Arbitration Rules of the International
Chamber of Commerce in effect on the date hereof. Save as otherwise expressly
provided herein the procedural rules shall be the rules of the High Court in
England and Wales and the lex curiae shall be the law of England and Wales.
11.4 The number of arbitrators shall be three, chosen in accordance with
the procedures set out in this Clause 11. The award of the arbitrators shall be
final and binding on the parties.
11.5 Each party shall appoint one arbitrator. If within (30) days after
receipt of the claimant's notification of the appointment of an arbitrator the
respondent has not notified the claimant of the arbitrator it appoints, the
second arbitrator shall be appointed by the appointing authority.
11.6 The arbitrators thus appointed shall choose a further arbitrator who
will act as the presiding arbitrator of the tribunal. If within (30) days after
the appointment of arbitrators under Clause 11.5 above, they have not agreed
upon the choice of the presiding arbitrator, then at the request of any party to
the arbitration proceeding the presiding arbitrator shall be appointed by the
appointing authority.
11.7 The Chartered Institute of Arbitrators, London, England shall be the
appointing authority.
8
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
11.8 At the request of any party to the arbitration ("requesting party")
the arbitrators shall order the other party ("furnishing party") to supply and
furnish to the requesting party (the cost of which shall be reimbursed upon
demand by the requesting party to the furnishing party) true and complete copies
of the relevant documents and materials (the "Relevant Materials") and to
produce to the arbitral tribunal any or all of the Relevant Material and/or
copies thereof as any part of the arbitral tribunal shall require.
11.9 The procedures leading to the production of Relevant Material
under this paragraph shall be determined by the arbitrators, and may include
the preparation of lists of Relevant Material for initial evaluation by the
requesting party prior to disclosure and/or inspection of Relevant Material
by the requesting party prior to supply and furnishing the copies. In making
such determination, the arbitrators shall take into account the urgency with
which the Relevant Material should be brought before the arbitral tribunal.
11.10 No party shall use or disclose any Relevant Material obtained under
this paragraph for any purpose except in the course of the conduct of the
arbitration and (as far as applicable) proceedings before any court, and then
only to the extent necessary for the implementation and enforcement of any aware
of the arbitrators.
11.11 The arbitration, including the making of the award, shall take place
in London, U.K.
11.12 All submissions and awards in relation to arbitration hereunder
shall be made in English and all arbitration proceedings shall be conducted in
English.
11.13 The failure or refusal of either party to submit to arbitration in
accordance with this Clause 11 shall be deemed a breach of this Agreement. If
either party seeks and secures judicial intervention requiring enforcement of
this arbitration provision, such party shall be entitled to recover from the
other party in such judicial proceeding all costs and expenses, including
reasonable attorneys' fees, that it was thereby required to incur.
11.14 The procedures specified in this Clause 11 shall be the sole and
exclusive procedures for the resolution of disputes between the parties arising
out of or relating this Agreement; provided, however, that a party, without
prejudice to the above procedures, may seek equitable remedies, including
without limitation, specific performance, a preliminary injunction or other
provisional judicial relief if in its sole judgment such action is necessary .
to avoid irreparable damage or to preserve the status quo.
NOTICES
12.1 Any notice or other communication to be given by one party to any
other party under, or in connection with the matters contemplated by, this
Agreement shall be in writing and signed by or on behalf of the party giving it
and may be served by delivering it or sending it by fax, pre-paid recorded
delivery or registered or certified post to the address and for the attention of
the relevant party set out in Clause 12.2 (or as otherwise notified from time to
time hereunder). Any
9
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
notice so served by hand, fax or post shall be deemed to have been received
(a) in the case of delivery by hand, when delivered;
(b) in the case of fax, twelve (12) hours after the time of
dispatch;
(c) in the case of pre-paid recorded delivery or registered post,
forty-eight (48) hours from the date of posting.
12.2 The addresses of the parties for the purpose of Clause 12.1 are as
follows:
Address: Nycomed Amersham plc
Xxxxxxxx Xxxxx
Xxxxxx Xxxxxxxx
Xxxxxxxxxxxxxxx XX0 0XX, Xxxxxxx
XX
Att: Xxxxxx Xxxxxxx, Esq.
Fax: 00 0000 000000
Address: Amersham Pharmacia Biotech AB
Xxxxxxxxxx 00
XX-000 00 Xxxxxxx
Xxxxxx
Att: Xxx Xxxxxxxx, Esq.
Fax: 00 00 000 000
Address: Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Att: Xxxx Xxxxxxx, Esq.
Fax: (000) 000-0000
Address: Biochrom Limited
Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxxxx XX0 0XX
England
Att: Xxxxx Xxxxx
Fax: 00 0000 000000
Address: Xxxxxxx, Procter & Xxxx LLP
10
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Att: H. Xxxxx Xxxxxx, P.C.
Fax: (000) 000-0000
Address: Xxxxxxx XxXxxxx
Xxxxx Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Attention: Xxxxxxxxx Xxxxxxx
Fax: 00-000-000-0000
NON-ASSIGNABILITY
13.1 The Licensee may not nor may not purport to assign, transfer, change
or part with all or any of its rights and/or obligations under this Agreement or
sub-contract the performance of any of its obligations under this Agreement
without the prior written consent of the Licensor. A change of control of the
Licensee shall be deemed an assignment hereunder. For purposes of this Clause
13.1, "control" shall mean the ownership of the majority of ordinary share
capital or the ability to cast the majority of the votes at a general meeting of
Licensee, to appoint the majority of the board of directors or to direct the
general management of Licensee. The sale of substantially all of the assets of
Licensee shall also be deemed a change of control for purposes of this Clause
13.1.
13.2 Any right, power, privilege or remedy of a party under or pursuant to
this Agreement shall not be capable of being waived or varied otherwise than by
an express waiver or variation in writing.
13.3 No failure or delay by any party in exercising any right, power,
privilege or remedy shall impair such right, power, privilege or remedy or
operate or be construed as a waiver or variation thereof or preclude its
exercise at any subsequent time or on any subsequent occasion and no single or
partial exercise of any such right, power, privilege or remedy shall preclude
any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy.
SEVERANCE
14.1 If any provision of this Agreement is held to be invalid or
unenforceable, then such provision shall (so far as invalid or unenforceable) be
given no effect and shall be deemed not to
11
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
be included in this Agreement but without invalidating any of the remaining
provisions of this Agreement. The parties shall then use all reasonable
endeavors to replace the invalid or unenforceable provisions by a valid and
enforceable substitute provision the effect of which is as close as possible
to the intended effect of the invalid or unenforceable provision.
ENTIRE AGREEMENT
15.1 This Agreement, including the Schedules referred to herein, is
complete, reflects the entire agreement of the parties with respect to its
subject matter, and supersedes all previous written or oral negotiations,
commitments and writings in connection therewith.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
In witness whereof, the parties have executed this Agreement as of the
date first above written.
NYCOMED AMERSHAM PLC
By:
------------------------------
Name:
Title:
BIOCHROM LIMITED
By:
------------------------------
Name:
Title:
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 1
Licensed Marks
Corporate Trademarks;
AMERSHAM
22 December 1998
AMERSHAM
Country App. No. Reg. No.
------- -------- --------
Argentina 1515753
1515755
1797465
1515752
1515751
1515754
Australia B359261
B359260
B400211
B400213
B400214
B400212
Austria 97957
Benelux 000000
Xxxxxx 817657223
817657231
817657240
817657258
817657207
817657215
817657266
Canada 000000
Xxxxxx 1714292
Germany 000000
Xxxxxx 128839
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Country App. No. Reg. No.
------- -------- --------
Hong Kong 5615A-B1996
India 000000
Xxxxxxxxx 323408
323405
323407
323406
323409
323410
Italy 393994
376290
Japan 1708820
1773613
1551216
0000000
Xxxxxx 473600
473599
473601
473602
473603
473598
New Zealand 160043
160042
160041
160040
106039
160038
160037
South Africa 85/5523
85/5520
85/5521
85/5522
85/5524
85/5525
85/55265
Spain 971081
971080
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Country App. No. Reg. No.
------- -------- --------
971079
971078
991327
1026239
Sweden 174766
179341
Xxxxxxxxxxx 000000
Xxxxxx 800207
777864
85-014275
United Arab Emirates 3214
3211
USA 1457058
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Schedule 2
Form of Licensed Marks
the logotype (lettering and symbol)
and 'drop' symbol
logotype specifications
o how to use our logotype and the
'drop' symbol
o the Amersham Pharmacia Biotech name
o artwork reference
amersham/pharmacia biotech
The company symbol and logotype are
principal items of the identity and,
as such, they must be employed with
great care in accordance with the
rules and guidelines set our in this
document, together with any other
instructions issued by Corporate
Communications in Uppsala.
The logotype D consists of the symbol
(or 'drop' as it is often called) and
specifically centered lettering. In
normal circumstances they should
appear together, although on certain
occasions, where indicated, the 'drop'
symbol O may appear without the
lettering. The lettering in this form
must not be used on its own.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
amersham pharmacia biotech The 'drop' symbol and the logotype may
only be reproduced using the highest
quality originals. No attempt must be
made to reproduce either xxxx from
anything other than the reproduction
artwork or computer files supplied by
Corporate Communications in Uppsala.
To afford these marks their
appropriate status and to ensure that
they are clearly recognized, an area
around each device must be kept free
of other visual elements. No additions
or amendments to the 'drop' symbol or
logotype are permitted.
amersham pharmacia biotech Creative use of the symbol and
logotype is only allowed with the
express permission of the head of
Corporate Communications in Uppsala.
The 'drop' symbol should always be [The 'drop' symbol with technical
reproduced in high gloss silver/chrome specifications]
or, where this is not possible, in
black. The lettering should appear in
black only. Both the 'drop' symbol and
the full logotype should normally
appear on a white background; a
colored background may be used
(although this should be avoided as
far as possible) as long as the color
does not deduct from their visibility.
They may also appear white out of
black O using the artworks created for
this purpose.
[The 'drop' symbol with technical
specifications]
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
The keytype should appear on all [Inaccurate versions of the 'drop'
external communications, including symbol and logotype reproduced]
stationery, labels, envelopes,
business cards, brochures, mailings,
advertisements, other printer material
and where possible, all types of
electronic mail, as well as buildings,
signs, exhibition material, products
and packaging, as directed by these
guidelines or as instructed by
Corporate Communications. It should
also appear on internal
communications, e.g., loan's and
policies, and may be employed on
clothing.
Generally the logotype should appear
in a prominent position towards the
top of all area in which it appears
or, sometimes as a sign off, at the
bottom. When used large, the logotype
should normally be placed centrally
and when smaller towards the right
(approximately two-thirds of the way
across the page or area in which it
sits).
The 'drop' symbol may be used as a
decorative element and also as a
principal identifier when there is
restricted space (as long as there are
other elements to support or qualify
it, such as a line of text). It may
also appear with other elements for
specific applications as directed by
Corporate Communications in Uppsala.
the Amersham Pharmacia Biotech name logotype specification
In legal context colours
The full name of the relevant legal logotype lettering
entity should be used including the black
appropriate suffix, e.g. AD or Inc. white out of black
logotype 'drop' symbol:
high gloss silver/chrome or black
high gloss silver/chrome or white out
of black
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Signing off letters and documents logotype artwork
The full name should also be used when use only the specially prepared
signing off letters and documents. It artwork to reproduce the symbol and
should be set after the author's name logotype.
and accompanied by the department
name. Direct telephone number and log ba (&F).aps/log blk&F.tps
e-mail address may be added below. master artwork for the logotype solid
black (although this may also be used
to produce separated fall artwork)
In daily speech log ba &F.eps
In all external communications the master artwork for the logotype solid
company must always be referred to as black (produce separated artwork)
"Amersham Pharmacia Biotech", unless a
specific regional or sales company is log wh 85.eps
being referred to. Should an master artwork for the logotype when
abbreviated terms of the company name reproduced whilte out of black when
be needed, "AP Biotech must be used. less than 65mm
Under no circumstances should any
other forms of the company name be
employed, e.g. APB
In body copy Log wh +85. eps
In body copy the company is always master artwork for the logotype when
called Amersham Pharmacia Biotech, reproduced white out of black when
unless a specific regional or sales more than 65mm
company is being referred to.
Responsibility for our Identity. Sym blk.eps
It is the responsibility of the head master artwork for the 'drop' symbol
of all companies and departments reproducing as solid black (although
within Amersham Pharmacia Biotech, as this may be used to produce separated
it is of everyone who uses the full artwork)
information set out in these pages, to
ensure the identity guidelines of the
company are followed
Exceptions to the rule may not be made Sym F. eps
without the prior approval of master artwork for the 'drop' symbol
Corporate Communications in Uppsala. (separated full artwork)
Any questions regarding the identity
or its implementation should also be
forwarded there.
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
Amersham Pharmacia Biotech, Corporate Sym wh.eps
Communications, Uppsala, Sweden tel 46 master artwork for the 'drop' symbol
00000000 fax 00 0000 00 00 when reproduced white out of black.
