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EXHIBIT 10.1
EXECUTION COPY
AMENDMENT TO AGREEMENT BETWEEN SELFCARE, INC.
AND PRINCETON BIOMEDITECH CORPORATION
THIS AMENDMENT TO AGREEMENT BETWEEN SELFCARE, INC. AND PRINCETON
BIOMEDITECH CORPORATION is made as of August 6, 1997 by and between Selfcare,
Inc., a Delaware corporation with its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("SELFCARE"), and Princeton
BioMeditech Corporation, a New Jersey corporation with its principal place of
business at 0000 X.X. Xx. 0, Xxxxxxxx Xxxxxxxx, Xxx Xxxxxx 00000 ("PBM").
WHEREAS, Selfcare and PBM are parties to that certain Agreement between
Selfcare, Inc. and Princeton BioMeditech Corporation executed by PBM on March
19, 1996 and by Selfcare on March 22, 1996 (the "MANUFACTURING AGREEMENT");
WHEREAS, the parties wish to extend the term of certain provisions of
the Manufacturing Agreement and to make certain amendments thereto;
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth and intending to be legally bound, the parties
hereby agree as follows:
1. AMENDMENTS TO MANUFACTURING AGREEMENT
The parties hereby agree that the Manufacturing Agreement shall be amended as
follows:
(a) Section 1 of the Manufacturing Agreement is hereby deleted and the
following is inserted in its place:
1) Selfcare will purchase certain HCG cassette tests from PBM for both
Selfcare brands as well as private label distribution for four years
beginning on July 1, 1997 (that four-year period hereinafter to be
called the "DESIGNATED TERM" and each successive 365-day period during
the Designated Term to be known respectively as the "FIRST CONTRACT
YEAR", "SECOND CONTRACT YEAR", "THIRD CONTRACT YEAR" or "FOURTH
CONTRACT YEAR"). PBM will provide the cassettes with desiccant and a
dropper in printed pouches to Selfcare's specifications. For the First
Contract Year, Selfcare will purchase a minimum of cassettes
at a price of each. This price is based upon Selfcare continuing
its current practice of supplying to PBM the plastic devices for the
cassettes and paying the cost of printing on the devices and the cost
of shipping such devices to PBM. This price shall be renegotiated from
time to time, if (i) Selfcare does not continue its current practice to
supply the plastic devices for the cassettes and/or pay for the
printing and shipping costs or (ii) significant changes occur in the
marketplace to significantly erode Selfcare's ability to aggressively
market the
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product. The two parties will work together to lower the cost of
product. Selfcare will purchase a minimum of cassettes during
the Second Contract Year, cassettes during the Third Contract
Year, and cassettes during the Fourth Contract Year, at
prices to be mutually agreed by the parties based on market conditions.
(b) Section 2 of the Manufacturing Agreement is hereby deleted and the
following is inserted in its place:
2) Selfcare will purchase certain midstream HCG sticks from PBM for
Selfcare brands during the Designated Term. PBM will supply the sticks
in Princeton's plastic parts in printed pouches to Selfcare's
specifications. During the First Contract Year, Selfcare will purchase
a minimum of STICKS at a price of each. This price shall
be renegotiated from time to time, if significant changes occur in the
marketplace to significantly erode Selfcare's ability to aggressively
market the product. The two parties will work together to lower the
cost of production. Selfcare will purchase a minimum of sticks
during the Second Contract Year, sticks during the Third
Contract Year, and sticks during the Fourth Contract Year, at
prices to be mutually agreed by the parties based on market conditions.
(c) Section 3 of the Manufacturing Agreement is hereby deleted and the
following is inserted in its place:
3) (a) Selfcare will purchase certain LH cassettes from PBM for both
Selfcare brands, as well as private label distribution during the
Designated Term. PBM will supply the cassettes in Princeton's plastic
parts in printed pouches to Selfcare's specifications. During the First
Contract Year, Selfcare will purchase a minimum of LH cassettes
at a price of each. This price shall be renegotiated from time
to time, if significant changes occur in the marketplace to
significantly erode Selfcare's ability to aggressively market the
product. The two parties will work together to lower the cost of
product. Selfcare will purchase a minimum of LH cassettes
during the Second Contract Year, cassettes during the Third
Contract Year, and cassettes during the Fourth Contract Year, at prices
to be mutually agreed by the parties based on market conditions.
(b) Selfcare will purchase certain LH sticks from PBM for both Selfcare
brands, as well as private label distribution during the Designated
Term. PBM will supply the sticks in Princeton's plastic parts in
printed pouches to Selfcare's specifications. During the First Contract
Year, Selfcare will purchase a minimum of LH sticks at a price
of each. This price shall be renegotiated from time to time, if
significant changes occur in the marketplace to significantly erode
Selfcare's ability to aggressively market the product. The two parties
will work together to lower the cost of product. Selfcare will purchase
a minimum of LH sticks during the Second Contract Year,
sticks during the Third Contract Year, and sticks
during the Fourth Contract Year, at prices to be mutually agreed by
the parties based on market conditions.
2. GENERAL PROVISIONS
(a) As amended hereby, the Manufacturing Agreement shall remain in full
force and effect in accordance with its terms and is hereby ratified, confirmed
and approved.
(b) This Amendment may be executed in any number of counterparts with
the same effect as if all parties hereto had signed the same document. All
counterparts shall be construed together and shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Agreement between Selfcare, Inc. and Princeton BioMeditech Corporation as of the
date first written above.
SELFCARE, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
PRINCETON BIOMEDITECH CORPORATION
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
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