SECOND AMENDMENT TO SUPPLY AND RESELLER AGREEMENT
EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
SECOND AMENDMENT TO SUPPLY AND RESELLER AGREEMENT
This Second Amendment (“Second Amendment”) to the Supply and Reseller Agreement dated August 12, 2013, is made this 26th day of July, 2016 (“Second Amendment Effective Date”), by and between LIFE TECHNOLOGIES CORPORATION, a Delaware corporation, that is a wholly-owned subsidiary Thermo Xxxxxx Scientific, Inc., with a principal business address at 00000 Xxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxx 00000, XXX (“LTC”) and OXFORD IMMUNOTEC, LTD., a company incorporated under the laws of England and Wales, with a principal business address at 94C Innovation Drive, Xxxxxx Xxxx, Abingdon, Xxxxxxxxxxx, XX00 0XX, Xxxxxx Xxxxxxx (“OI”). LTC and OI may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, LTC and OI entered into a Supply and Reseller Agreement effective August 12, 2013, which was amended on March 1, 2014 (collectively, the “AGREEMENT”); and
WHEREAS, the Parties have agreed to extend the expiration date of the AGREEMENT until December 31, 2018 and to establish the purchase price for LTC PRODUCTS for the remaining duration of the AGREEMENT; and
WHEREAS, the Parties have agreed that the LTC PRODUCT will bear a revised label indicating that it has been manufactured by LTC for OI; and
WHEREAS, the Parties have agreed to update LTC’s information for notices under the AGREEMENT;
NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound agree as follows:
1.0 Amendment
Numbered paragraph 2.9 of the AGREEMENT shall be deleted in its entirety and replaced with the following paragraph:
2.9 “FIELD OF USE” means use related to the performance of ELISPOT assays for human in vitro diagnostic applications.
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
2.0 Amendment
Numbered paragraph 2.13 of the AGREEMENT shall be deleted in its entirety and replaced with the following paragraph:
2.13 “OI TESTING SERVICE” means use of LTC PRODUCT(S) or OI PRODUCT(S) to perform an ELISPOT test for fee consideration by or on behalf of OI.
3.0 Amendment
Clause (d) of numbered paragraph 3.2 of the AGREEMENT shall be deleted in its entirety and replaced with the following clause:
(d) OI’s or its AFFILIATES’ internal research and development relating to OI PRODUCTS and OI TESTING SERVICES.
4.0 Amendment
Numbered paragraph 4.5 of the AGREEMENT shall be deleted in its entirety and replaced with the following paragraph:
OI acknowledges that LTC PRODUCTS that are commercialized by LTC and its AFFILIATES primarily as research reagents may not be on the US Toxic Substances Control Act (TSCA) inventory and are exempt from Pre-Manufacture Notification (PMN) requirements under TSCA, or similar regulations or government controls in other jurisdictions. OI shall be solely responsible for obtaining all applicable regulatory authorizations, consents and licenses, including pre-market approvals, and OI must comply and require its AFFILIATES and DISTRIBUTORS to comply with all governmental requirements, including but not limited to, all applicable laws, statutes, regulations, and treaties, relating to the manufacture, pre-marking and marketing, sale, performance, storage, shipment, and distribution of OI PRODUCTS and/or OI SERVICES by or on behalf of OI, and relating to the performance of OI’s duties and obligations under this AGREEMENT. LTC or its AFFILIATES shall provide directly to any applicable regulatory agencies any information or documentation which is reasonably requested in order for OI or its AFFILIATES to obtain and maintain certifications or regulatory approvals for the labelling, marketing, sale or distribution of the LTC PRODUCTS as contemplated by this AGREEMENT.
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
5.0 Amendment
Numbered paragraph 7.2 of the AGREEMENT shall be deleted in its entirety and replaced with the following paragraph:
7.2 As noted in Exhibit C (pricing of LTC PRODUCTS), the initial purchase price may be subject to a standard price increase set forth therein, which standard price increase shall be separate from, and/or in addition to any price change resulting from a change in the specifications for such LTC PRODUCT that is requested by OI pursuant to paragraph 6.3 (modified specifications), and which standard price changes shall be effective for any shipment that occurs after the date of implementation thereof.
6.0 Amendment
Numbered paragraph 16.1 is hereby deleted in its entirety and replaced with the following:
16.1 This AGREEMENT will commence on the EFFECTIVE DATE and, unless terminated earlier as provided herein, all obligations of LTC or its AFFILIATES to supply LTC PRODUCTS hereunder shall expire on December 31, 2018 (the “Initial Term”).
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
7.0 Amendment
All paragraphs in Article 17 of the AGREEMENT shall be deleted in their entirety and replaced with the following paragraphs:
17.1 Any notices required or permitted to be given under this AGREEMENT shall be deemed given on the date submitted in writing: (i) personally; or (ii) by a letter delivered to a courier guaranteeing next day service; or (iii) by facsimile or E-mail, with confirmation by prepaid first class letter sent the same day.
If to LTC: THERMO XXXXXX SCIENTIFIC
Life Technologies
0000 Xxx Xxxxx Xxx
Xxxxxxxx, XX 00000
XXX
Attention: License Management & Contract Compliance
E-mail: XXXX@xxxxxxxxxxxx.xxx
with a copy to: THERMO XXXXXX SCIENTIFIC
Life Technologies
00000 Xxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000-0000
XXX
Attention: Business Development Department
Facsimile: 0-000-000-0000
If to OI: OXFORD IMMUNOTEC LIMITED
94C Innovation Drive
Xxxxxx Xxxx, Abingdon
Xxxxxxxxxxx XX00 0XXXxxxxx Xxxxxxx
Attention: Xxxxx Xxxxxxxxx
With a copy to: OXFORD IMMUNOTEC INC.
General Counsel
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
XXX
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
17.2 Any Party may change its designated address or other contact information by notice to the other Party in the manner provided in this Article.
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8.0 |
Amendment |
Exhibit A to the AGREEMENT is hereby deleted in its entirety and replaced with the attached Exhibit A.
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9.0 |
Amendment |
Exhibit C to the AGREEMENT is hereby deleted in its entirety and replaced with the attached Exhibit C.
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10.0 |
Amendment |
The Label referenced in the Specifications set forth on Exhibit D to the AGREEMENT will be in accordance with the images set forth in the attached Attachment 1, which is hereby added to Exhibit D.
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11.0 |
Miscellaneous |
The terms of the AGREEMENT not specifically modified by this Second Amendment shall continue in effect, and all references to the AGREEMENT hereinafter shall refer to the AGREEMENT as amended by this Second Amendment.
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12.0 |
Execution by the Parties |
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by their duly authorized representative. This Second Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. For purposes hereof, the Parties may sign and deliver this Second Amendment by facsimile transmission or electronic transmission in Portable Document Format ("PDF"). Each Party agrees that the delivery of this Second Amendment by facsimile or PDF will be deemed to be an original.
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
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LIFE TECHNOLOGIES CORPORATION |
OXFORD IMMUNOTEC LIMITED | |||||
| By: | /s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxx Xxxxxxxxx | |||
| Xxxxxxx Xxxxxx | Xxxxx Xxxxxxxxx | |||||
| Director, Business Development | Chief Operations Officer | |||||
| Date: | August 9, 2016 | Date: | 1st August 2016 | ||||
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
Exhibit A: AUTHORIZED LTC AFFILIATES (as amended in accordance with the Second Amendment)
For the purchase of LTC PRODUCTS that will be supplied to OI or its AFFILIATES in the US, the AUTHORIZED LTC AFFILIATE is:
Life Technologies Corporation
A Thermo Xxxxxx Scientific company
0000 Xxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
XXX
To Order:
E-mail: XxxxxxXxxxx@xxxxxxx.xxx
For the purchase of LTC PRODUCTS that will be supplied to OI or its AFFILIATES in the UK, the AUTHORIZED LTC AFFILIATE is:
Life Technologies Limited
A Thermo Xxxxxx Scientific company
0 Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxxx Xxxx
Xxxxxxx, XX
XX0 0XX
Phone: 0000 000 000 0000
E-mail: xxxxxxxxxxx-xxxxxx@xxxxxxxx.xxx
OI FACILITY
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Oxford Immunotec Limited 94C Innovation Drive Xxxxxx Xxxx, Abingdon Xxxxxxxxxxx XX00 0XX Xxxxxx Xxxxxxx |
Oxford Immunotec, Inc. 0000 Xxxxxxxxxxxx Xxxxx Xxxxxxx, XX 00000 XXX |
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
Exhibit C: Pricing of LTC PRODUCTS1 (as amended in accordance with the Second Amendment)
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LTC PRODUCT |
2015 Purchase Price to OI |
Minimum Shipment/Minimum Order (UNITS per shipment/order) 2 |
Standard Price Change |
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AIM V ® 500 mL Package in Gibco Boxy Bottle |
[***] |
[***] |
[***] |
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AIM V® 50 mL Custom Pkg. |
[***] |
[***] |
[***] |
1 Subject to the provisions of paragraph 4.1 (source of supply) and Article 7 (pricing)
2 as set forth in paragraph 4.3 (required minimums) of this AGREEMENT
Minimum Annual Purchase
Beginning in 2013, OI shall purchase from the respective AUTHORIZED LTC AFFILIATE, a Minimum Annual Purchase of LTC PRODUCTS as set forth in the table at the end of this paragraph.
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YEAR |
Minimum Annual Purchase |
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2013 |
[***]1 |
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2014 |
[***]1 |
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2015 |
[***]1 |
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2016 |
[***]1 |
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2017 |
[***]1 |
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2018 |
[***]1 |
1 Failure to meet these Minimum Annual Purchase amounts for a given YEAR will incur a [***] percent ([***]%) increase in the price of the LTC PRODUCT for the following YEAR. For purposes of clarification, in the event OI meets or exceeds the Minimum Annual Purchase amount for a given YEAR, the price of the LTC PRODUCT for the following YEAR shall not be subject to an increase.
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EXHIBIT 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL
Exhibit D
Attachment 1: Label Images
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