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Development and Supply Agreement [Amendment No. 2]

 

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Title:

Development and Supply Agreement [Amendment No. 2]

Entities:

Bio-Rad Laboratories, Inc.; Luminex Corp.; Bio-Rad Laboratories, Inc.

Date:

2001

Size:

Preview shows 4KB of 11KB total

Price:

$31

ID:

#279420

 

 

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              SECOND AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENT


This Second Amendment to Development and Supply Agreement ("Amendment"),
effective as of June 12, 2000, is made by and between Luminex Corporation, a
Delaware corporation ("LUMINEX"), and Bio-Rad Laboratories, Inc., a Delaware
corporation ("BIO-RAD") (LUMINEX and BIO-RAD collectively, the "Parties"), and
amends that certain Development and Supply Agreement dated as of March 19, 1999
between the Parties (as previously amended by amendment dated January 13, 2000,
the "Agreement").

The Parties hereby agree as follows, for the purpose of amending the
Agreement in the following respects:

1. Amendments. The Parties hereby agree to amend the Agreement in the
following respects:

1.1 Magnetic Bead Amendments.

1.1.1 Section 2.1(d) of the Agreement is hereby amended to delete all
sentences in that section except the first two sentences and add the following
as the third and fourth sentences of such section:

"Exhibit F sets forth the criteria for BIO-RAD's supply of Magnetic
Beads to LUMINEX and LUMINEX's treatment of such Magnetic Beads. The
tolling fees payable by BIO-RAD to LUMINEX with respect to Magnetic
Beads shall be the prices set forth in Exhibit G (the "Magnetic Bead
Prices")."

1.1.2 Section 2.2 of the Agreement is hereby amended to delete the
phrase in the last sentence "or the Development Agreement."

1.1.3 Sections 1.4, 4.2, 4.3, 4.4, 4.5, 4.8, 4.10, 4.15, 4.16 and
Article 7 of the Agreement are hereby amended to delete all instances of the
word "Standard" when preceding the word "Beads."

1.1.4 Section 4.6(b) of the Agreement is hereby amended to delete the
last sentence of such section and replace it with the following:

"The amounts of the tolling fees for Magnetic Beads shall be as set
forth in Exhibit G. These Magnetic Bead Prices will be effective
during the first [**] of this Agreement, after which time LUMINEX may,
[**]. Such increases may occur no more frequently than [**]. Each [**]
increase during the [**]."

1.1.5 Section 4.9 of the Agreement is hereby amended to add the phrase
", Magnetic Bead Prices" following the phrase "Payment of the Unit Transfer
Fee."

1.1.6 Exhibits F and G attached to this Amendment are hereby added as
Exhibits to the Agreement.

----------

[**] Indicates that material has been omitted and confidential treatment
requested therefor. All such material has been filed separately with the
Commission pursuant to Rule 24b-2.



{PAGE} 2


1.2 Standard Bead Pricing Amendments.

1.2.1 The first sentence of Section 4.6(a) of the Agreement is hereby
amended by deleting the phrase "[**] for ever [**] units of
Standard Beads purchased, where a "unit" of Standard Beads is
equal to one microsphere bead ("Unit Transfer Fee") and
substituting therefor:

"for Beads purchased hereunder according to the prices set forth on
Exhibit H, as amended ("Unit Transfer Fees")."

1.2.2 All references in the Agreement to "Unit Transfer Fee" are
hereby amended to be references to "Unit Transfer Fees."

1.2.3 Exhibit H, attached to this Amendment, is hereby added as an
Exhibit to the Agreement.

1.2.4 Exhibit I, [**], rev. C, attached to this Amendment, is hereby
added as an Exhibit to the Agreement.

1.2.5 The end of the first sentence of Section 9.1 is hereby amended

 

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