EXHIBIT 10.1(b)
SECOND AMENDMENT TO
SALES, MARKETING AND DISTRIBUTION AGREEMENT
THIS SECOND AMENDMENT TO SALES, MARKETING AND DISTRIBUTION AGREEMENT
(the "Second Amendment") is made and entered into as of January 1, 2002 (the
"Effective Date"), by and between GENOMIC SOLUTIONS INC., a Delaware corporation
("GSI") and PERKINELMER LIFE SCIENCES, INC., a Delaware corporation and its
Affiliates ("PKI"). "Affiliates" of PKI shall mean any person, corporation or
other business entity controlled, controlled by or under common control with
PKI, with "control" meaning a fifty percent (50%) or greater ownership interest.
The following facts underlie this Agreement:
Pursuant to a certain Sales, Marketing and Distribution Agreement dated
December 14, 1999 (the "Original Agreement"), as amended by a First
Amendment to Sales, Marketing and Distribution Agreement dated April
18, 2001 (the "First Amendment"), Genomic Solutions Inc. appointed
PerkinElmer, Inc. as its representative to promote, market and
distribute its products. The parties desire to further amend the
Original Agreement and the First Amendment, pursuant to the terms and
conditions of this Second Amendment.
NOW THEREFORE, for and in consideration of the mutual covenants and
undertakings set forth herein, the parties hereby further amend the Original
Agreement and the First Amendment as follows:
1. DEFINITIONS. All capitalized terms defined in the Original Agreement,
as amended by the First Amendment, shall have the meanings set forth in
such agreements. In addition, the Original Agreement and First
Amendment are further amended to add the following new defined term:
"INVESTIGATOR PRODUCTS" means GSI's Investigator(TM) 2D gel
hardware (consisting of gel rigs, casting rigs, power supplies
and chillers) and related consumables, including Duracryl(R).
2. GSI DISTRIBUTOR APPOINTMENTS. Exhibit A of the First Amendment is
superceded and replaced in its entirety by Exhibit A, attached hereto.
Exhibit B-1 of the First Amendment is deleted in its entirety. In
addition, Section 3(a) -- 3(d) of the Original Agreement and Sections
3(b) and 3(c) of the First Amendment are superceded and replaced in
their entirety as follows:
(a) Non-Exclusive Rights and Responsibilities of PKI. Effective as
of the date of this Agreement, PKI shall have the
non-exclusive right and responsibility to engage in sales,
marketing, distribution and field service activities:
(i) with respect to GSI Products (other than those
covered by (ii) and (iii) below), in any market or
geographical area other than Core Markets, provided,
that PKI shall have the right to distribute products
of GSI's Cartesian Technologies subsidiary outside of
Core Markets as provided in Exhibit B attached;
(ii) with respect to GeneMAP DNA Microarrays, Investigator
Products, and the HybStation currently marketed by
GSI in any market or geographical area of the world;
and
(iii) with respect to the G3Library Management System
currently marketed by GSI, in any market or
geographical area of the world other than Japan.
3. ADDITIONAL AMENDMENTS
(a) The first sentence of Section 5(e) of the First Amendment is
amended to delete the words "and Proteomic Services".
(b) Section 6(a) of the First Amendment is amended and superceded
in its entirety to read as follows:
PKI shall have the non-exclusive right and
responsibility to engage in sales, marketing,
distribution and field service activities with
respect to GeneMAP DNA Microarrays throughout the
world. PKI shall be permitted to purchase GeneMAP DNA
Microarrays in bulk, with minimum purchases of ten
arrays for each array type, and to repackage or sell
such bulk purchased arrays on a private label basis
under such name as PKI shall elect, provided, that
PKI shall be responsible for providing all support
for such repackaged or private labeled arrays.
(c) Section 6(b) of the Original Agreement and Section 7 of the
First Amendment are deleted in their entirety.
(d) Section 8(b) of the First Amendment is amended to delete the
fourth and fifth sentences and to add the following:
All orders shall be bona fide, non-cancelable and
properly addressed, except that PKI reserves the
right to cancel in writing any purchase order not
shipped by GSI within 60 days of order receipt. GSI
may ship product upon receipt of any order to the
designated address, provided, that up to 10% of PKI's
purchase orders may specify a ship date within the
same fiscal quarter as the purchase order date and
GSI shall ship the product on such designated ship
date.
4. EFFECT OF AMENDMENT. Except as provided in this Second Amendment, all
other terms of the Original Agreement and First Amendment shall remain
in full force and effect without modification.
[signatures on following page]
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Second Amendment to Sales, Marketing and Distribution Agreement as of the date
and year first above written.
GENOMIC SOLUTIONS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Its: President and Chief Executive Officer
PERKINELMER LIFE SCIENCES, INC.
By: Petri Myllyneva
--------------------------------------
Its: Senior Vice President
--------------------------------------
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EXHIBIT A
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2002 PRICES
GSNL PRODUCT PKI TRANSFER
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G3 Picking $ ***
G3 32 pin $ ***
G3 48 Pin $ ***
G3 Librarian $ ***
Hybridization Station $ ***
UC-4 $ ***
XxxxXXX XX-XX 0x $ ***
XxxxXXX XX-XX 0x $ ***
Integtrator s/w $ ***
4-day Biochip Training Course $ ***
2-day Biochip Training Course
Investigator 2-D $ ***
ProPic* $ ***
ProGest $ ***
ProMS $ ***
ProPrep - four plate $ ***
Protein Warehouse $ ***
3-day Proteomics Training Course $ ***
1-day Proteomics Training Course $ ***
Genemap Microarrays: ***% discount off U.S. list price
All other reagents and consumables: ***% discount off list price
All other GSI products not detailed above (e.g., upgrade kits, etc.) shall
remain at the current 2001 prices.
***Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested for the omitted
portion.
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EXHIBIT B
The following is a list of countries where Genomic Solutions subsidiary,
Cartesian Technologies, Inc., has current exclusive distribution relationships.
Any extension or renewal of such relationships will be subject to PerkinElmer's
right to engage in distribution of Cartesian products in such countries on a
non-exclusive basis. In addition, in the event that Genomic Solutions terminates
any distributors in such countries prior to expiration of existing agreements
for non-performance, PerkinElmer shall be permitted to distribute Cartesian
products in such countries on a non-exclusive basis.
DISTRIBUTOR COUNTRY TERMINATION DATE
------------------- ----------------
Singapore 9/29/02
Malaysia 9/29/02
Thailand 10/10/02
China 12/31/03*
Taiwan 12/31/03*
Korea 12/31/03*
Xxxxxxx 00/00/00
Xxxxxx 12/31/02
Finland 12/31/02
Xxxxxx 00/00/00
Xxxxxxxxxxx 12/31/02
Belgium 12/31/02
Germany 12/31/02
*Termination dates agreed to based on recent negotiations with documentation in
process
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