Exhibit 10.22
PRODUCT DISTRIBUTION AND SUPPLY AGREEMENT
This Distribution and Supply Agreement is made as of May 20, 1999, by and
between CARESIDE, INC., a Delaware corporation, having an office at 0000 Xxxxxxx
Xxxxxxx, Xxxxxx Xxxx, XX 00000 (hereinafter referred to as "CARESIDE") and CDC
Technologies, Inc., a Delaware corporation, having an office at One Xxxxx Xxxx
Xxxx, Xxxxxx, XX 00000 (hereinafter referred to as "CDC").
WITNESSETH:
IN CONSIDERATION of the mutual covenant and conditions contained herein, it is
agreed as follows:
I. CDC hereby appoints Careside to sell and distribute CDC products, Schedule 1
on a nonexclusive basis in the United States of America, in the human market
agrees to:
A. Sell CDC Products to Careside in accordance with current CDC distributor
policies and procedures to meet Careside requirements for resale. CDC
reserves the right to add or delete products and change the price shown
in Schedule 1. Prices are subject to change at any time with prior notice
of thirty (30) days by sending Careside a revised Distributor Price List
which shall become effective as of the date appearing thereon.
B. Conduct for Careside meetings of a technical and sales nature as mutually
agreed and reasonably requested.
C. Supply requested inventory levels for existing and new products
commensurate with market potential of such Products in the geographical
area covered by Careside.
D. Have CDC Products, upon shipment meet the applicable requirements of the
Federal Food, Drug and Cosmetic Act.
E. Establish reasonable credit limitations and modify these limits, as CDC
deems necessary. Payment terms will be 30 days from the date of invoice.
II. Careside hereby accepts said appointment represents that it has adequate
facilities and personnel to perform the service hereinafter indicated, and
agrees to :
A. Promote the sale of authorized CDC Products through Careside sales
organization.
B. Only buy CDC Product directly from CDC except when otherwise authorized
throughout the transfer of merchandise procedure and with the prior
written consent of CDC.
1
Page 2
C. Comply with the current policies and procedures of CDC and to perform the
functions of a Distributor independently and not assign said functions in
whole or in part to other Distributors without CDC's prior written
consent.
D. Careside will be permitted to alter the CDC Products in accordance with
Schedule 2.
E. Provide CDC, at no charge, a report of sales of CDC Product by end user
name and address, monthly.
F. Comply with all published policies regarding minimum order quantities,
freight charge assessments, service charge assessments, and drop-ship
charges for stocked items.
G. Honor and properly present all registered and unregistered CDC trademarks
and trade names.
H. Comply with CDC policy with respect to return of merchandise making no
returns without the written authorization of CDC. Refer to CDC
representative any request for return of merchandise.
I. Accept the obligation to keep its accounts current and to pay all
invoices in accordance with CDC terms of sale. CDC may cancel this
agreement without prior notice for failure to comply with payment terms.
J. For the purpose of determining financial responsibility, furnish CDC with
current financial statements and/or sales data in form satisfactory to
CDC upon request.
III. CDC will warranty it's products for one year or until the expiration date
on reagents whichever is earlier from the date of sale.
IV. Careside agrees to ship all CDC Products with label integrity intact and
accompanied by the technical product information as provided by CDC.
Careside additionally agrees not to ship expired product, product damaged in
storage of handling, or improperly stored material. Careside agrees to be
responsible to the customer for all consequences and liabilities arising
from interface errors, the shipment of expired product, product damage in
storage or handling or improperly stored material. Careside agrees to
maintain proper in-house shelf life as established by CDC.
CDC will support it's products in accordance with it's warranty policy.
After the expiration of the warranty period CDC may directly sell a service
contract to Careside accounts or xxxx them directly for work performed
outside of warranty and service contracts.
2
Page 3
V. This agreement is personal in nature and cannot be assigned or transferred
and shall automatically terminate upon the insolvency of Careside or by the
transfer of Careside's business or control thereof to parties other than
those in control at the time of the execution of this agreement.
VI.This agreement shall continue in force for two years until the termination
by either party hereto, with or without cause, on thirty (30) days notice in
writing to the other party.
VII.This agreement constitutes the entire agreement between the parties with
respect to sales of the authorized CDC Products.
VIII.During the term of this Agreement and for three (3) years after the
termination of this Agreement both parties agree to hold confidential
information in confidence for the disclosing party.
SCHEDULE 1
--------------------------------------------------------------------------------------------------
Part # CDC Product Price
--------------------------------------------------------------------------------------------------
MD0800 MD800 *
--------------------------------------------------------------------------------------------------
MD0700 MD700 *
--------------------------------------------------------------------------------------------------
200104 HEMASET-3 *
--------------------------------------------------------------------------------------------------
620001 TECHTROL L-1 *
--------------------------------------------------------------------------------------------------
620002 TECHTROL L-2 *
--------------------------------------------------------------------------------------------------
620003 TECHTROL L-3 *
--------------------------------------------------------------------------------------------------
610500 PROBECLENZ *
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
* Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.
SCHEDULE 2
Careside is permitted subject to CDC's written approval to attach an interface
to the CDC Hematology device and reagent kits. "Interface" shall mean the
intellectual property, including but not limited to hardware and software, that
functions as an interface between the Careside system and the CDC Hematology
device and reagent kits, including intellectual property, hardware and software,
that connects the CDC Hematology device and reagent system to the Careside
system to operate or control the operation of the CDC Hematology device and
reagent system and permits the Careside system to read and store data produced
by the CDC Hematology device and reagent system.
3
Page 4
IN WITNESS WHEREOF, the Parties have executed this Agreement, by their duly
authorized representatives, as of the day and year first above written.
CDC TECHNOLOGIES, INC. CARESIDE, INC.
/s/Xxxx Xxxxxxx /s/X. Xxxxxxx Stoughton
_______________________ _______________________________________
Xxxx Xxxxxxx Name:X. Xxxxxxx Stoughton
Chief Financial Officer Title:Chief Executive Officer
5/25/99
4
