Exhibit 10.8
EXHIBIT G
July 23, 1998
Xx. Xxxxx Xxxxx, President
Affymetrix, Inc.
0000 Xxxxxxx Xxxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxx:
This letter, with your signature below, will serve as the outline for agreements
to be hereafter negotiated under which Affymetrix, Inc. ("Affymetrix") has
granted Xxxxxxx Xxxxxxx, Inc. ("BCI") a credit of [ ](1) to be applied
against contract research and development services to be performed by
Affymetrix on array chip technology and products of interest to BCI. In
addition to other terms and conditions acceptable to the parties, the
agreements will contain the following:
1. BCI will identify the array chip technology or products of interest
(the "Services"). There may be more than one set of Services. Each set
of Services will be embodied in a separate agreement. Unless Affymetrix
is blocked by a pre-existing agreement with a third party, it will
perform the Services requested by BCI.
2. Prior to commencing a set of Services, the parties will agree on, and
embody in the respective agreement, a budget and milestones and a
proposed completion date for such Services.
3. Affymetrix will charge against the credit of [ ](2) on a time and
material basis using billing and overhead rates for the employees
utilized which are at least as favorable as those charged internally by
Affymetrix for its own research and development activities.
4. Affymetrix will use reasonable commercial efforts to complete the
services.
5. BCI will own inventions and know-how generated by Affymetrix in the
performance of the Services. BCI will grant licenses to Affymetrix, on
reasonable terms and conditions to be hereafter negotiated, to use such
patents and know-how on array chips which do not directly compete with
array chips distributed by BCI.
6. If the parties do not sign an agreement for Services embodying the
understandings of this letter within [ ](3) years of the above
date, then Affymetrix, at its option, will either
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(1) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(2) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(3) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
pay BCI [ ](4) or give BCI shares of Affymetrix stock having a
value of [ ].(5) If Affymetrix elects to give BCI shares of
Affymetrix stock, such shares shall be registered and fungible on
receipt of BCI. [ ].(6)
If the foregoing properly sets forth our intent, please sign both copies of this
letter in the space indicated and return one copy to me; the second copy is for
your files.
Very truly yours,
Xxxxxxx Xxxxxxx, Inc.
by:
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title: President & Chief Operating Officer
Understood and Accepted:
Affymetrix, Inc.
by:
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title: President/CEO
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(4) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(5) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(6) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
