Exhibit 10(H)
AMENDMENT NO. 1
TO THE
CATALYTICA/MICROFLUIDICS AGREEMENT
THIS IS AN AMENDMENT ("Amendment No. 1") effective July __ 1994 ("Effective
Date") to the Agreement ("Agreement") dated October 18, 1993 between Catalytica.
Inc. of Mountain View, California ("Catalytica") and Microfluidics International
Corporation of Newton, Massachusetts ("Microfluidics").
WHEREAS, Catalytica and Microfluidics have agreed to the work plan and
budget for each Party's Phase I Research Program as set forth in the Agreement
for the six (6) month period of July to December of 1994; and
WHEREAS, as it is anticipated that Catalytica's share of the approved costs
for Phase I Research Program will be significantly greater than Microfluidic's
approved costs at the end of the aforesaid six (6) month period, the Parties
have agreed upon a mechanism whereby Microfluidics will have the option of
reimbursing Catalytica for costs incurred by Catalytica above those incurred by
Microfluidics, or, if not, Catalytica's share of the benefits of
commercialization under the Agreement will be increased proportionally based on
the ratio of the total approved costs incurred by each Party by the end of the
aforesaid six (6) month period.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, Catalytica and Microfluidics agree to amend the Agreement as follows:
1. Agreed-Upon Phase I Research Costs through December 1994. The mutually-
--------------------------------------------------------
agreed upon budgets (Under Paragraph 2 of the Agreement) for the six (6) month
period of July to December of 1994 for each of Catalytica and Microfluidics are
set forth in Appendix A and Appendix B hereto, respectively. These approved
budgets include all costs for post-doctoral and analytical work at Worcester
Polytechnic Institute, post-doctoral work at the University of Namur and
Xxxxxxxxx Xxxxxxx Xxxxx'x consulting fees, which will all be shared equally by
the Parties during the aforesaid six (6) month period. In this regard, both
Parties agree to limit their approved costs to the total amounts set forth in
the Appendices for the six (6) month period unless prior written approval is
obtained from the other Party for any cost increase.
2. Option for Cost Reimbursement or Ownership Annortionment. By or before
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January 20, 1995 each Party will provide the other Party with a written report
on the budgeted Phase I research costs actually incurred during the six (6)
month period ending December 31, 1994- By February 15, 1995, Microfluidics, at
its own option, will (i) pay to Catalytica one-half the difference between
Catalytica and Microfluidic's actual approved Phase I research costs for the six
(6) month period from July through December of 1994, and Catalytica and
Microfluidics will retain equal ownership to the commercial benefits of their
collaboration under Paragraph 7(b) of
the Agreement; or (ii) not make such payment to Catalytica iu which case the
ownership of the commercial benefits of the collaboration under Paragraph 7(b)
of the Agreement shall be adjusted in proportion to the total approved costs
incurred by each Party for the collaboration up to the December 31, 1994 date;
for example, if Catalytica has iucurred 55 percent (55%) of the total costs and
Microfluidics only 45 percent (45%) the ownership shall be 55 percent (55%)
Catalytica's and 45 percent (45%) Microfluidic's.
3. Inconsistent Terms. The terms and conditions set forth above shall
------------------
supersede and replace any provision of the Agreement which is inconsistent with,
or contrary to, the terms and conditions of this Amendment No-1. In all other
respects, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first written above.
Accepting for CATALYTICA, Inc. Accepting for MICROFLUIDICS
INTERNATIONAL CORPORATION
______________________________ ___________________________
Signature Signature
______________________________ ___________________________
Name Name
______________________________ ___________________________
Title Title
______________________________ ___________________________
Date Date
Appendix A
Xxxxxxxxx Xxxxxxxxx
0xx Xxxx 0000 Xxxxxxxxxx Budget
-------------------------------
Jul-94 Aug-94 Sep-94 Oct-94 Nov-94 Dec-94 Total
Labor Costs 44,844 50,750 50,750 50,750 44,844 44,844
286,782
Direct Costs
Xxxxx
consulting 2,500 2,500 5,000
WPI Post
Doc 13,000 13,000 26,000
Zeolite
Post Doc 7,500 7,500
Other 5,000 5,000 5,000 5,000 5,000 5,000 30,000
------ ------ ------ ------ ------ ------ -------
TOTAL 20,500 5,000 5,000 28,000 5,000 5,000 68,500
Total Costs 65,344 55,750 55,750 78,750 49,844 49,844 355,282
Appendix B
----------
Nanoscale Materials
2nd Half Microfluidics Budget
Salaries and Benefits $110,000
Xxxxx Consulting 5,000
WPI Post Doc 12,500
Zeolite Post Doc 7,500
Consultants 3,000
Microfluidizers 5,000
Travel 6,000
Supplies / other 6,000
----------------
Total $155,000
EXHIBIT 10(I)
AMENDMENT NO.2
TO THE
CATALYTICA / MICROFLUIDICS AGREEMENT
THIS IS THE SECOND AMENDMENT ("Amendment No. 2") effective February __,
1995 (''Effective Date") to the Agreement (''Agreement'') dated October 18, 1993
between Catalytica, Inc. of Mountain View, California (" Catalytica") and
Microfluidics International Corporation of Newton, Massachusetts
("Microfluidics") which was previously modified by Amendment No. 1 in July 1994.
WHEREAS, pursuant to Amendment No. 1 to the Agreement, Microfluidics has
elected not to reimburse Catalytica for one-half of the difference between
Catalytica and Microfluidics' actual approved Phase I research costs for the six
(6) month period ending December 31, 1994 and has chosen, as set forth in said
Amendment No. 1, to allow Catalytica's share of the benefits of
commercialization to be proportionally increased;
WHEREAS, Gatalytica and Microfluidics have agreed that for the duration of
Phases I and II of the Program as defined in the Agreement, that is, up to the
time technology development is completed and ready for commercialization, the
Parties will not cost share in each other's Program research and development
expenses, and during this period, each Party's share of the benefits
of commercialization under the Agreement will be adjusted based on the ratio
of the cumulative, approved Program costs for each Party, regardless of whether
costs for that Party are reimbursed by any third party; and
WHEREAS, as part of the development effort for the technology,
Microfluidics recognizes and agrees that Catalytica shall represent the interest
of both Microfluidics and Catalytica under the Agreement between Mitsubishi
Corporation ("MC") and Catalytica to market the technology to potential
customers in Japan, and accordingly, Microfluidics agrees to be bound by the
terms of the Agreement between Catalytica and MC regarding marketing of the
technology in Japan.
NOW, THEREFORE. in consideration of the terms and conditions hereinafter
set forth, Catalytica and Microfluidics agree to amend the Agreement as follows:
March 24, 1995
1. Option Exercise Under Paragraph 2 of Amendment No. 1
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Microfluidics has agreed to exercise its option to not make a payment
to Catalytica for one-half of the difference between Catalytica and
Microfluidics' actual approved Phase I research costs in the six (6) month
period from July to December 1994. Accordingly. Catalytica's ownership of the
commercial benefits of the collaboration under Paragraph 7(b) of the Agreement
shall be adjusted in proportion to the total approved costs incurred by each
Party for the collaboration up to December 31, 1994. In this regard, it is
agreed that as of December 31, 1994. Catalytica's total approved expenditures
are $634,727 whereas Microfluidics' total approved costs are $404,573, and
therefore the ownership of commercialization benefits is reallocated such that
Catalytica owns sixty-one percent (61%) and Microfluidics owns thirty-nine
percent (39%) of the benefits.
2. Commercial Benefits Ownership Allocation for the Remainder of Phases I
----------------------------------------------------------------------
and II of the Program
---------------------
The Parties agree that beginning on January 1, 1995 and for the
remainder of Phases I and II of the Program, or until the technology development
is complete and ready for commercialization, that the ownership of the
commercial benefits of the collaboration under Paragraph 7(b) of the Agreement
shall be divided on an ongoing basis in accordance with the cumulative approved
Program costs for each Party regardless of whether such costs are paid or
reimbursed, by a third party to the Party incurring the costs. When the Parties
agree that technology development is completed and Phase III ofthis Program to
commercialize the technology is initiated, the costs of such commercialization
shall be shared according to the then prevailing ownership allocation.
3. The Agreed-Upon Research Budget for the First Half of 1995
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The mutually agreed-upon budgets (under Paragraph 2 of the Agreement)
for the six (6) month period of January to June 30, 1995 for each of Catalytica
and Microfluidics are set forth in Exhibit A hereto. The Parties anticipate that
budgets for subsequent six (6) month periods will be agreed upon.
March 24, 1995
at least thirty (30) days before the beginning of the next six (6) month period
in question and the Parties shall use all good-faith efforts to meet this
anticipated schedule.
4. Development and Commercialization Activities in Japan Under the
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Catalytica / MC Agreement
-------------------------
Microfluidics has reviewed the Cooperative Marketing Agreement between
Catalytica and MC for commercial exploitation of certain technologies/products
in Japan and agrees that Catalytica shall have the sole and exclusive right to
represent the interests of both Catalytica and Microfluidics in technology
resulting from the collaboration under the Agreement insofar as Catalytica
elects to include it in the list of technologies/products which MC shall market
to potential customers in Japan on Catalytica's behalf. In this regard,
Microfluidics agrees to be bound by, and to otherwise honor, the terms of the
Cooperative Marketing Agreement between MC and Catalytica, as it applies to
technology resulting from the collaboration under the Agreement, and to take
action which may be reasonably necessary to take advantage of any commercial
opportunity identified by MC.
5. Inconsistent Terms
------------------
The terms and conditions set forth above shall supersede and replace
any provisions of the Agreement as previously amended which is inconsistent
with, or contrary to, the terms and conditions of this Amendment No. 2. In all
other respects, the Agreement, as previously amended, shall remain in full force
and effect.
March 24, 1995
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to be
excecuted by as of the day and year first written above.
Accepting for MICROFLUIDICS Accepting for CATALYTICA,INC.
INTERNATIONAL CORPORATION
___________________________ ______________________________
Signature Signature
___________________________ ______________________________
Name Name
___________________________ ______________________________
Title Title
___________________________ ______________________________
Date Date
Xxxxx 00, 0000
Xxxxxxxxx Xxxxxxxxx
0xx Xxxx 0000 Xxxxxxxxxx Budget
-------------------------------
Jul-94 Aug-94 Sep-94 Oct-94 Nov-94 Dec-94 Total
LABOR COSTS:
Budget 44,844 50,750 50,750 50,750 44,844 44,844 286,782
Actual 46,911 60,114 59,274 46,876 53,725 35,854 302,754
DIRECT COSTS:
Xxxxx
Consulting 2,500 2,500 5,000
WPI Post
Doc 13,000 13,000 26,000
Zeolite
Post Doc 7,500 7,500
Other 5,000 5,000 5,000 5,000 5,000 5,000 30,000
------ ------ ------ ------ ------ ------ -------
TOTAL 20,500 5,000 5,000 28,000 5,000 5,000 68,500
ACTUAL
Xxxxx
Consulting 5,000 5,000
WPI Post
Doc 10,000 10,000
Zeolite Post
Doc 7,500 7,500
Other 1,109 2,112 4,966 3,892 567 9,897 22,543
------ ------ ------ ------ ------ ------ -------
Total 1,109 2,112 4,966 8,892 8,067 19,897 45,043
TOTAL COSTS:
Budget 65,344 55,750 55,750 78,750 49,844 61,792 347,797
Actual 48,020 62,226 64,240 55,768 61,792 55,751 347,797
NOTE: Catalytica has actually paid $15,000 for Zeolite Post Doc and $0 for XXX
Xxxx Xxx
0xx Xxxx 0000 Xxxxxxxxxx Budget
-------------------------------
Jan-95 Feb-95 Mar-95 Apr-95 May-95 Jun-95 Total
LABOR
COSTS: 53,738 53,738 66,863 66,863 66,863 66,863 374,929
DIRECT
COSTS:
Xxxxx
Conslt. 2,500 2,500 5,000
WPI Post
Doc 6,500 6,500
Other 8,000 8,000 8,000 8,000 8,000 8,000 48,000
------ ------ ------ ------ ------ ------ -------
TOTAL 17,000 8,000 8,000 10,500 8,000 8,000 59,500
TOTAL
COSTS: 70,738 61,738 74,863 77,363 74,863 74,863 434,429
