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Title: |
Distribution Contract Terms |
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Date: |
2001 |
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Preview shows 5KB of 26KB total |
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Price: |
$39 |
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ID: |
#325880 |
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CONFIDENTIAL
MassARRAY(TM) Distribution Contract Terms
SEQUENOM, Inc ("Sequenom")
and
Nissei Sangyo Co., Ltd. ("Nissei Sangyo")
Between, Nissei Sangyo Co., Ltd., ("Nissei Sangyo") a corporation duly
organized and existing under the laws of Japan having offices at 24-14, Nishi-
shimbashi, 1-chome, Minato-ku, Tokyo, 105-8717 Japan and Sequenom, Inc.
("Sequenom") a Delaware corporation having its principal place of business at
11555 Sorrento Valley Road, San Diego, California 92121-1331, U.S.A.
(collectively the "parties"); and
Whereas, Sequenom is in the business of, among other things, designing,
developing, manufacturing and selling proprietary biopolymer analysis products
and related software and consumables; and
Whereas, Sequenom has expertise in the development and utilization of mass
spectrometry for biopolymer analysis and has developed Sequenom's proprietary
MassARRAY(TM) products for high-throughput DNA analysis;
Whereas, Nissei Sangyo and Sequenom desire to enter into a relationship
pursuant to which Sequenom will grant Nissei Sangyo certain rights to distribute
Sequenom's MassARRAY products and consumables throughout Japan and Nissei Sangyo
will actively market, sell, and service such products throughout Japan.
Whereas, Sequenom and Nissei Sangyo would like to set forth the general
terms and conditions of such an arrangement in this binding Letter of Intent,
which upon execution, obligates the parties as follows:
1. General Terms
1.1 Exclusivity: Nissei Sangyo will act as Sequenom's exclusive distributor of
MassARRAY systems, software and consumables in the Territory.
1.2 Field of Use: Sequenom grants Nissei Sangyo the right to sub-license
MassARRAY technology for the field of individual DNA genotyping in the
Territory under the condition that each new MassARRAY customer in the
Territory shall sign a separate sub-licensing agreement consistent with the
terms set forth in the distribution agreement.
1.2.1 Sequenom grants Nissei Sangyo the right to sub-license MassARRAY to
parties in the Territory for internal R&D purposes without
additional
{PAGE}
Sequenom consent provided that the party executes an R&D sub-
licensing agreement.
1.2.2 Sequenom grants Nissei Sangyo the right to sub-license MassARRAY to
parties in the Territory for commercial purposes but only with
Sequenom's prior written consent and provided that the party
executes a commercial sub-licensing agreement. Such commercial
sublicensing agreement will provide for royalty payments to Nissei
Sangyo for such commercial use, with a portion thereof to be paid by
Nissei Sangyo to Sequenom.
1.3 Territory: Territory for the contract is Japan.
1.4 Term: [...***...].
1.4.1 Termination date is [...***...].
1.4.2 Renewable on an annual basis thereafter upon mutual agreement.
1.5 Products: All new assays, instruments and software products that are
commercially available for distribution will be made available for Nissei
Sangyo to sell in the Japanese market for the duration of the Distribution
Contract.
1.5.1 Sequenom will provide a protocol and components for a commercial
homogeneous MassEXTEND assay (hME) to Nissei Sangyo for sale in the
Territory as soon as it is a commercially available product
(estimated commercial release: by the end of 2000).
1.5.2 Nissei Sangyo will have access to Sequenom developed genotyping
assay panels (however, not including specific diagnostic panels) at
a standard distribution transfer price, and the right to sell such
assay panels in the Territory when they are commercially released
for customer use.
1.5.3 The Distribution Contract does not provide Nissei Sangyo with the
right to sell or make use of Sequenom's proprietary technology for
rapid Allele Frequency Determination by Pooling. The sale or support
of genotyping programs within the Territory that would make use of
this Pooling technology will require completion of a separate and
independent agreement. Also, Nissei Sangyo will only have the right
to sell Sequenom diagnostic panels on a non-exclusive basis and
under licensing and royalty conditions defined in a separate
diagnostic assay licensing and royalty agreement. The term
commercial diagnostic service applies to the provision of a
commercial service providing medical diagnostic information to a
patient or to an intermediate company/provider that would then
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