Exhibit 10.8
Collaboration Agreement
by and between
Bruker-Xxxxxxx Xxxxxxxx XxxX
Xxxxxxxxxxxxx.0
00000 Bremen
hereinafter referred to as 'Bruker'
and
Sequenom Instruments GmbH
Xxxxxxxxxxxxxx. 00 X
00000 Xxxxxxx
hereinafter referred to as 'Sequenom'
November 24, 1997
Preamble
(1) Bruker-Xxxxxxx Analytik develops and manufactures mass spectrometers and
supplies such instruments on a worldwide scale.
Bruker-Xxxxxxx Analytik has exclusive intellectual property rights and
know-how, covering
o MALDI-TOF mass spectrometer technology
o Pulsed Ion Extraction
o Multi-Target Acquisition
o Postprocessing XMASS(TM) software
Bruker-Xxxxxxx Analytik maintains an organisation appropriate for the
manufacture, marketing and customer service with regard to such mass
spectrometers.
(2) Sequenom has exclusive intellectual property rights and know-how, covering
Sequenom's DNA MassArray(TM) technology basis and comprising
o Sample preparation and sample conditioning of nucleic acids,
optimized for MS separation and detection
o DNA analysis application formats specifically designed for MS
analysis (BiomassSIZE(TM), BiomassSCAN(TM), BiomassPROBE(TM),
BiomassSEQUENCE(TM), BiomassINDEX(TM))
o Parallel processing features, applying DNA chips (SpectroChip(TM))
and multiplexing
o Separation and detection of nucleic acids by MS, incl. analytical
and diagnostic applications.
(3) The parties intend to establish a broad relationship focusing on nucleic
acid analysis by mass spectrometry subject to the experience within this
Collaboration.
Collaboration
(1) Bruker-Xxxxxxx and Sequenom intend to collaborate in the manufacture and
marketing of and in the provision of customer service for 2D-array
MADI-TOF mass spectrometers designed to process Sequenom's
SpectroChips(TM) (the 'Mass Spectrometer') under a joint Bruker-Xxxxxxx -
Sequenom logo.
The Mass Spectrometer will be made available as stand-alone instrument and
will be integrated by Sequenom in collaboration with highly qualified
instrument manufacturers in the area of microliter and nanoliter liquid
handling, mass spectrometry and system integration in modular analytical
lines (the 'Modular System'), comprising automatic liquid handling
modules, DNA amplification and sequencing modules, sample-to-chip transfer
modules and controlling and data management units. The Modular System will
be designed to run applications of Sequenom's DNA MassArray(TM) software.
(2) Bruker-Xxxxxxx will design and manufacture the Mass Spectrometer, meeting
the specifications required for use in the DNA MassArray(TM) process and
dedicated and appropriate to process Sequenom's SpectroChips(TM),
including the XY-stage component and signal acquisition software. The
parties will mutually agree on specifications for the Mass Spectrometer
and the SpectroChip(TM). Bruker will make available to Sequenom the
complete details of the interface, including software protocols and time
behavior, enabling Sequenom to develop the specific application DNA
MassArray(TM) software.
(3) The Mass Spectrometer will be available by June 30, 1998.
(4) Bruker-Xxxxxxx and Sequenom will promote the Mass Spectrometer under a
joint label. The procedure will be defined on a case-by-case basis.
(5) Bruker-Xxxxxxx will market and provide service for the Mass Spectrometer
on a world-wide scale and under the name of Bruker-Xxxxxxx and Sequenom.
(6) Sequenom will provide nucleic acid analysis services to customers and to
corporate partners using DNA MassArray(TM)'
Sequenom will provide DNA MassArray(TM) application development, including
necessary software, to Mass Spectrometry users.
Sequenom will develop, manufacture and market SpectroChips(TM) for
whatever applications.
Business Terms
(1) Bruker-Xxxxxxx will supply the Mass Spectrometer to the market at a
competitive market price (the 'Market Price').
(2) Sequenom maintains the option to purchase from Bruker-Xxxxxxx the Mass
Spectrometer at a reduced price (the 'Supply Price').
The Supply Price will be calculated by deducting [*](1) from the Market
Price, referring to the basic instrument, in the respective country of
instrument delivery.
(3) Bruker-Xxxxxxx Analytik will provide one Mass Spectrometer to Sequenom,
Hamburg as (beta) test site by June 30, 1998 without payment.
Initially, a prototype instrument equipped for handling of a single
SpectroChip(TM) will be supplied by March 30, 1998. The Modular System in
Hamburg will be used as demonstration and test site by both parties.
A second Mass Spectrometer will be supplied to Sequenom, San Diego, the
price being the Supply Price, by June 30, 1998.
(4) The Mass Spectrometer will be locked by appropriate hardware and software
features for the exclusive processing of Sequenom's SpectroChip(TM).
Timelines
(1) The Collaboration Agreement will come into force with the date of
signature.
(2) The Collaboration Agreement may be terminated by either party at 12 months
notice; such first notice of termination may, however, not be given
earlier than 30 Dec. 1999.
Date: December 4, 1997 Date: December 4, 1997
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Bruker-Xxxxxxx Sequenom
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(1) [*] Indicates information has been omitted and separately filed with the
Securities and Exchange Commission pursuant to an application for an order
declaring confidential treatment thereof.
/s/ Xx. Xxxxxxx /s/ Xxxxxx Xxxxxx
/s/ X.X. Xxxx
