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Title: |
Distribution Agreement |
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Entities: |
Access Business Group International LLC; Interleukin Genetics, Inc. |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 42KB total |
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Price: |
$38 |
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ID: |
#205020 |
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DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (this Agreement) is made as of February 26, 2004 (the Effective Date), between ACCESS BUSINESS GROUP INTERNATIONAL LLC (Access), a Michigan limited liability company with its principal place of business at 7575 East Fulton Road, Ada, Michigan 49355, United States; and INTERLEUKIN GENETICS INC. (Seller) a Delaware corporation with its principal place of business at 135 Beaver Street, Waltham, Massachusetts 02452.
WHEREAS, Access and Seller have entered into an Exclusive License Agreement dated as of March 5, 2003 (the License Agreement) pursuant to which Seller has licensed certain technology to Access for use within certain fields including, without limitation the Nutrigenomics Field (as defined in the License Agreement);
WHEREAS, the parties wish to enter into this agreement to describe the terms pursuant to which Seller will provide Genetic Tests (as defined below) to Access for resale to third parties; and
WHEREAS, Quixtar Inc. (Quixtar), an affiliate of Access, shall sell Genetic Test Kits (as defined below) to its Independent Business Owners (IBOs).
The parties agree as follows:
1. Purchase. Subject to the terms of this Agreement, during the Term (as defined below), Access shall purchase from Seller, and Seller shall provide to Access, *** Genetic Tests. Such purchases shall be made at any time during the period commencing on the Effective Date and continuing until the first anniversary of the date on which Seller first obtains the Required Certifications (the Term). Except as otherwise provided in this Agreement, such purchases shall be made via purchase orders under Access standard terms and conditions of purchase, a copy of which is attached hereto as Exhibit A. If there is any conflict between such terms and conditions and of this Agreement, then the terms of this Agreement shall prevail. As used in this Agreement, (a) a Genetic Test means a genomic test used to determine appropriate recipients of a Nutrigenomics Consumable (as such term is defined in the License Agreement) which shall include a report prepared by Seller in accordance with CLIA requirements (a Report) a sample copy of which is attached hereto as Exhibit B and (b) a Genetic Test Kit means the product to be provided by Quixtar to IBOs that is used for the collection of genetic materials from end-users. During the Term of this Agreement, Access will provide Seller with a rolling non-binding forecast of projected purchases of Genetic Tests for each ensuing 12-month period, which forecast shall be updated each month during the Term of this Agreement. In connection therewith (a) Access shall use reasonable efforts to distribute its purchase of Genetic Tests from Seller as evenly as possible over the Term and (b) Seller shall not be obligated to provide more Genetic Tests in any single calendar month than it can reasonably perform, provided, however, that Seller agrees that it has the capacity to provide *** Genetic Tests per month.
2. Conditions to Purchase. The obligations of Access under Section 1 shall be subject to the receipt by Access of evidence to its reasonable satisfaction that (a) the Genetic Tests will be performed in a clinical laboratory that has obtained all certifications required (the Required Certifications) under the Clinical Laboratory Improvement Act of 1988, as amended
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