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Title: |
Supply Agreement |
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Date: |
2006 |
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Price: |
$42 |
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ID: |
#1512662 |
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SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT (this ?Agreement?) by and between GE Healthcare Bio-Sciences Corp., a Delaware corporation, located at 800 Centennial Avenue, Piscataway, New Jersey 08855 USA (?GEHC?), and Cytogenix Inc., a Nevada corporation, located at 3100 Wilcrest Drive, Suite 140, Houston, TX 77042 (?Buyer?), is effective as of the date of the last signature hereto.
RECITALS
WHEREAS, GEHC manufactures Custom CYGX Kits (as defined below) and Reagents (as defined below) used in genomic DNA production and preparation;
WHEREAS, Buyer wishes to purchase Custom CYGX Kits and Reagents from GEHC pursuant to terms of this Agreement and the terms and conditions of sale attached hereto; and
WHEREAS, Buyer acknowledges that GEHC owns intellectual property rights in relation to the Custom CYGX Kits and Reagents, which survive the sale to Buyer.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:
I.
DEFINITIONS
The following expressions shall bear the following meanings:
1.1
?Affiliate? of a party means any entity that, directly or indirectly controls, is controlled by or is under common control with such party. ?Control? (and, with correlative meanings, the terms ?controlled by? and ?under common control with?) means: (i) the ownership of fifty percent (50%) or more of the outstanding voting securities of an entity; or (ii) the power, whether by ownership of voting securities, by contract or otherwise, to direct or cause the direction of the management and policies of an entity or to appoint fifty percent (50%) or more of the members of the governing body of an entity. The preceding notwithstanding, in this Agreement references to Affiliates of GEHC shall be only to any entity which, from time to time, forms part of the GEHC Healthcare business and whose ultimate parent is General Electric Co. In this Agreement references to GEHC shall be deemed to include any Affiliate of GEHC and GEHC agrees to be responsible for the actions and omissions of its Affiliates.
1.2
?Collaborator? means any entity, commercial or academic, or individual that has entered into a written material transfer, sponsored research, collaboration or other similar joint-effort agreement with Buyer for the bona fide purpose of evaluating, developing, improving and/or manufacturing nucleic acid according to Buyer?s U.S. patent application nos: 60/635,418; 60/680,716; 60/705,348 60/762,172, PCT/US05/45028 and US patent application filed March 17, 2006 entitled ?Cell Free Biosynthetic Production of Nucleic Acid Therapeutics? (or any continuations, continuations-in-part, divisionals and foreign counterparts thereof) and pursuant to which is also obligated to Buyer under terms of strict confidentiality.
1.3
?Compounds? means drugs and/or biological agents subject to approval for use in humans, animals and plants by national or foreign regulatory agencies such as FDA, USEPA, USDA-APHIS, HPB, EMEA or similar governmental bodies.
1.4
?Confidential Information? shall have the meaning given to it in Section 8.1 herein.
1.5
?Custom CYGX Kit? means the custom GenomiPhi Kit manufactured by GEHC as more specifically described in Schedule 1 and Schedule 2 hereto. The composition and specifications of the Custom CYGX Kit may be changed upon the mutual written agreement of the parties pursuant to Section 9.1 herein or to accommodate improvements and developments to the proprietary production process developed during the Term.
1.6
?Products? means the Custom CYGX Kits and the Reagents supplied to Buyer by GEHC hereunder.
1.7
?Reagents? means those enzymes and other products manufactured by or for GEHC as more specifically described on Schedule 1 hereto.
1.8
?Third Party? means any person or entity, other than Buyer, GEHC or their respective Affiliates.
II.
PURCHASE AND SALE OF PRODUCTS
2.1
Purchase and Sale
During the Term and subject to the terms and conditions hereof, GEHC will manufacture and sell exclusively to Buyer and Buyer will purchase exclusively from GEHC those quantities of Products as ordered by Buyer hereunder. On the date of delivery to Buyer, the Products will meet the specifications set forth on Schedule 2.
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