<PAGE> 1
EXHIBIT 10.1
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 240.24b-2
DISTRIBUTION AGREEMENT
Between Genetronics, Inc. and its BTX Instrument Division, a California
corporation having its principal place of business at 11199 Sorrento Valley
Road, San Diego, CA 92121-1334,
hereafter referred to as "Supplier"
and Merck Eurolab Holding GmbH, Belgian Branch of Woluwedal 28, 1932 Zaventem,
Belgium ("Merck") acting for itself and on behalf of the Merck companies listed
in Appendix 2, ("the Affiliates") each of whom is bound by the terms and
conditions of this Agreement and, for the purpose hereof, Merck and the
Affiliates are hereafter referred to collectively as "the Merck Group".
1 DEFINITIONS
"Product(s)" shall mean those Products of Supplier listed in Appendix 1 and
including future developments of such Products and new products.
"Territory" shall mean the countries listed in Appendix 2.
"Affiliate" shall mean any corporation in which Merck owns, directly or
indirectly, at least thirty (30) percent of the voting capital and is listed on
Appendix 2.
2 APPOINTMENT
Supplier hereby appoints the Merck Group as a distributor of Products in the
Territory and grants the Merck Group the right to sell and distribute Products
in the Territory pursuant to the terms and conditions of this Agreement.
The Product sale and distribution right shall be exclusive between Supplier and
the Merck Group in Denmark, Norway, and Sweden, and shall be non-exclusive in
the remaining countries within the Territory.
Merck and/or the Affiliates may purchase direct from Supplier.
The Merck Group shall not itself, and shall not assist others to, sell,
distribute, or otherwise exploit the Products in any country or jurisdiction
outside the Territory. With respect to those exclusive rights granted in
Denmark, Norway, and Sweden, the Merck Group shall not sell or distribute any
third party products substantially similar to Products in such countries, and
Supplier shall not supply Products to any third party for sale or distribution
in such countries.
3 PRICES AND CONDITIONS
Supplier will supply Products at the prices, and pursuant to the terms, listed
in Appendix 3 and Section 6. Prices listed in Appendix 3 are valid for not less
than twelve months. Prices for following periods will be agreed upon not less
than three (3) months before the beginning of any new price period.
In the event an Affiliate does not pay a proper invoice for Product, within the
time prescribed in Appendix 3, Merck shall be ultimately responsible to Supplier
for the payment of such invoice upon proper notice of same.
Supplier shall pay an annual reward to the Merck Group pursuant to the
conditions set forth in this
1
<PAGE> 2
paragraph. In the event an Affiliate achieves it sales plan ("Affiliate Plan")
for the preceding year, Supplier shall pay that Affiliate a reward for its
success ("Affiliate Reward"). In the event the Merck Group achieves the sales
plan ("Merck Plan") established for the entire Merck Group as a whole for the
preceding year, Supplier shall pay the Merck Group a reward for its success
("Merck Group Award"). The sales plans for the Affiliates and the Merck Group
shall be mutually agreed upon by Supplier and the Merck Group. The determination
of whether an Affiliate Reward is earned and whether the Merck Group Award is
earned shall be determined independent from each other and, if earned, shall be
paid independent of each other. An Affiliate Reward shall be made by Supplier to
the Affiliate; a Merck Group Award shall be made by Supplier to Merck. The
amount, type (e.g., cash, product, rebate), and computation of the Affiliate
Reward and the Merck Group Award shall be determined by Supplier and Merck
during the first year of this Agreement and shall be added to this Agreement by
amendment. The first Affiliate Reward and the first Merck Group Award shall be
due, if earned, at the end of each annual period beginning with the period that
begins April 1, 2001 and ends April 1, 2002.
The Merck Group shall use its best efforts to achieve Minimum Annual Sales
growth (defined as purchases from Supplier) of [...***...] over previous annual
period. In the event any Affiliate fails to meet its Affiliate Plan, Supplier
shall have the right to decrease Supplier Support, as set forth in Section 4, to
that Affiliate.
Each Affiliate shall maintain demonstration units of the Products to solicit
interest and for display at trade and product shows, and shall stock sufficient
Products to meet customer orders. The parties shall mutually agree on the number
of demonstration units and the level of stocking that is necessary. In addition,
each Affiliate shall stock sufficient electrodes and accessories (including BTX
electroporation cuvettes) to meet one month customer demand. Within 60 days of
the Effective Date, and prior to training of the Merck Group sales personnel and
product launch, the Merck Group shall place orders for the agreed upon
demonstration units and stocking Products. The parties' agreement with respect
to cuvettes is set forth in Appendix 3.
The Merck Group shall maintain in a professional and workmanlike manner such
books and records as are reasonably needed to comply with its responsibilities
hereunder, including, without limitation, accurate data and reports of all
sales, and data supporting the calculation and payment of all amounts due or
payable hereunder. Supplier (or its designated agent) shall be entitled at its
own expense to audit and inspect such books and records at least annually and
upon termination of this Agreement during normal business hours after giving
reasonable advance notice.
4 SUPPLIER SUPPORT
Supplier shall give the Merck Group all reasonable assistance in its efforts to
introduce and sell the Products in the Territory. This includes, free of charge,
the supply of promotional materials and other marketing instruments in
reasonable quantities, some training of the sales staff of the Merck Group and
the supply of information and data requested by Merck which is reasonably
necessary to establish the Products and to promote an effective Product launch.
Such information and data include, but is not limited to, the Launch Package and
the Material Master Standard Data Structure. The Launch Package is attached as
Appendix 4; the Material Master Standard Data Structure will be compiled by the
parties after the Effective Date and attached to Appendix 4, by way of written
and executed amendment.
Supplier shall be solely responsible for the protection of its intellectual
property rights in Property and retains sole and exclusive ownership of all such
intellectual property. No rights regarding the Products, except those expressly
stated in this Agreement, are transferred to the Merck Group under this
Agreement.
5 MERCK GROUP SUPPORT
The Merck Group will promote Products through country catalogues and sales
forces.
The Merck Group represents it has the personnel, sales force, facilities,
marketing and technical skill required to act as the distributor for the
Products in the Territory and agrees to maintain appropriate sales
*Confidential Treatment Requested
2
<PAGE> 3
and service offices within the Territory during the term of this Agreement. The
Merck Group shall use its best efforts to sell and promote the sale of Products
within the Territory. Merck and the Affiliates shall conduct all of their
business in their own name.
The Merck Group agrees that the terms in Appendix 5 shall govern all
transactions between the Merck Group and its customers regarding Products and
agrees it will communicate the terms to its customers. Supplier acknowledges
that the terms in Appendix 5 if used by the Merck Group as provided herein will
be subject to the legislation on the use of general terms and conditions of sale
in certain countries within the Territory, and that certain terms, in particular
with regard to the limitation of warranties and liability, may be invalid or
unenforceable under local law. Moreover, the Merck Group shall not make
representations or guarantees concerning Products other than as contained in
Supplier's written material pertaining to the Products.
The Merck Group shall follow good business practices to assist Supplier in the
promotion and preservation of its trademarks, which shall include useage of the
trademarks in the proper manner to preserve trademark status. Under no
circumstances shall the Merck Group remove, cover, or alter the Supplier's
identification or trademarks on the Products or in the literature.
6 ORDERING, DELIVERY & RETURNS
Purchase orders by the Merck Group may be made in writing or verbally. Verbal
orders require written confirmation within three (3) business days. All orders
shall conform to agreed lead times for all deliveries together, with accurate
documentation and invoicing. Lead times shall be detailed in Appendix 4.
Merck affiliates may return to Supplier during any one year period, ending on
the anniversaries of the Effective Date, up to [...***...] of the Products
purchased by the Merck Group affiliate during the prior year, provided the
Products have little or no demand by customers or have been discontinued by
Supplier, and provided the Products are in a resaleable condition. Products
shall be construed to have little or no demand if there have not been any unit
sales in any continuous [...***...] period for that affiliate. Supplier will not
be obligated to accept any such return unless it is accompanied by a
pre-approved Supplier return goods authorization form ("RGA") in writing. Upon
receipt of a permitted Product return, Supplier shall reimburse Merck for either
the invoiced price of the returned Product if it is new (i.e., never used) or
for the current fair market value if the Product is used (i.e., Product was used
for demonstration or otherwise). The reimbursement shall not be subject to a
restocking fee and shall not be affected by whether a replacement Product is
available.
No Products shall be returned to Supplier, for any reason, including for repair,
by any party other than the Merck Group, which will have first obtained a
written RGA from Supplier, the issuance of such RGA not to be unreasonably
withheld. The parties acknowledge that the Merck Group may obtain an RGA on
behalf of a customer, after which the customer may send Product to Supplier
directly from the customer's site.
7 WARRANTY AND LIABILITY
The Products are governed by the terms and warranty set forth in Appendix 5.
The Products shall conform to Supplier's specifications and shall meet all the
specific standards and regulations applicable in the Territory in particular
with regard to hygiene, environmental, industrial and work place safety. In the
event of any changes to these standards and regulations Supplier will ensure
compliance of the Products to the new standards and regulations as of their date
of application. Due to the presence of Affiliates in the Territory, the Merck
Group shall be responsible for providing Supplier notice of any relevant
specific standards and regulations applicable to Products, and changes thereto,
which may require Supplier to alter Product specifications.
Supplier shall control the Products prior to shipment to the Merck Group and
hereby certifies that the Products delivered shall meet the Supplier's
specifications and shall be free from defects in design,
*Confidential Treatment Requested
3
<PAGE> 4
materials and workmanship. Supplier further certifies that packaging is
sufficient for the purpose of protection of Products in transit through to final
customer and during storage in an appropriate manner by the Merck Group, without
the need for inspection of Products. In this respect, Supplier shall replace or
repair, at Supplier's sole discretion, free of charge to the Merck Group any and
all damaged or defective Products received by the Merck Group or its customers,
which damage or defect was caused by manufacture or shipment by Supplier. In the
event Supplier determines that replacement or repair is not economically or
technically feasible, it shall compensate Merck for the Product according to the
invoiced amount. Supplier's obligation to replace, repair, or compensate the
Merck Group pursuant to this paragraph shall be limited to defective or damaged
(i) Product equipment returned within [...***...] of invoice and (ii) Product
electrodes and accessories returned within [...***...] of invoice, wherein the
invoice is the later of the sale of Product from Supplier to the Merck Group or
the sale of Product from the Merck Group to a customer.
The Merck Group agrees to indemnify and hold Supplier harmless for any costs
incurred by Supplier in addressing issues arising from business dealings between
the Merck Group and customers of the Merck Group, which shall include but not be
limited to addressing issues or complaints related to Product raised by
customers of the Merck Group directly to Supplier. Notwithstanding the
foregoing, and the terms and warranty in Appendix 5, in the event a third party
suffers any damages as a result of Product, and the cause of such damages
results from a breach of Supplier's warranties given hereunder, Supplier shall
indemnify and hold Merck harmless from any such third party claim for damages,
including but not limited to claims being made on the grounds of product
liability, subject to the following limitation:
REGARDLESS OF THE CAUSE OF ACTION, THE SUPPLIER SHALL NOT BE LIABLE FOR ANY
AMOUNT THAT, WHEN AGGREGATED WITH ALL OTHER SUCH AMOUNTS WHICH SUPPLIER HAS PAID
MERCK PURSUANT TO ITS OBLIGATIONS OF INDEMNITY HEREUNDER, EXCEEDS 100 % OF THE
AMOUNT OF COMPENSATION ACTUALLY RECEIVED BY SUPPLIER HEREUNDER AS OF THE DATE
THE THIRD PARTY CLAIM AT ISSUE WAS FIRST MADE AGAINST ANY MEMBER OF THE MERCK
GROUP. . IN NO EVENT SHALL SUPPLIER BE LIABLE, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF
THE SUPPLIER IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR
PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE PARTIES HEREBY EXPRESSLY
ACKNOWLEDGE THAT THE FOREGOING LIMITATION HAS BEEN NEGOTIATED BY THE PARTIES AND
REFLECTS A FAIR ALLOCATION OF RISK. THE FOREGOING LIMITATION SHALL NOT APPLY TO
THE EXTENT THAT RESPECTIVE LIMITATIONS CONTAINED IN APPENDIX 5 CANNOT BE
EFFECTIVELY PASSED ON BY THE MERCK GROUP TO ITS CUSTOMERS UNDER APPLICABLE LAW
IN THE TERRITORY.
During the term hereof, Supplier shall maintain with reputable insurers product
liability insurance coverage for a minimum of [...***...] per claim. If Merck so
requests, Supplier will promptly furnish evidence of such insurance to Merck.
In the event an Affiliate breaches a material provision of this Agreement, and
fails to cure the breach after appropriate notice, Merck shall be responsible to
Supplier for the breach and further actions or inaction of the Affiliate.
8 TERM OF AGREEMENT
The Agreement shall commence on April 1, 2000 and shall remain in force for an
initial period of three (3) years. If not terminated at the end of the initial
three year term by giving prior written notice by at least April 1, 2002, the
Agreement shall, after the expiry of the initial period, be extended
automatically for successive one year terms unless and until either party gives
at least nine (9) months prior written notice to the other to terminate the
Agreement.
In the event either party fails to fulfill its contractual obligations to the
other, the non-defaulting party shall have the right to terminate the Agreement
earlier than set forth in the immediately preceding
*Confidential Treatment Requested
4
<PAGE> 5
paragraph, provided it gives notice to the defaulting party of such failure and
provides a period to cure the default. In the event such failure is nonpayment
of an invoice within the agreed upon period, termination shall be effective
twenty (20) business days after the defaulting party receives notice of such
failure and fails to make full payment by that date. In the event default is due
to failure of any other contractual obligation, termination shall be effective
sixty (60) days after the defaulting party receives notification of the failure
and fails to remedy its default by that date.
In the event an Affiliate breaches a material term of this Agreement, and fails
to cure the breach after appropriate notice, Supplier shall have the right to
terminate this Agreement as to that Affiliate. Such termination shall be
effective upon notice to the Affiliate of the breach, failure of the Affiliate
to cure the breach within the permitted time, and notice to Merck of termination
of this Agreement as to that Affiliate.
This Agreement may be terminated earlier than its natural expiration or
termination date by either party in the event either party ceases business
operations (other than through sale of that portion of its business related to
this Agreement), becomes insolvent, makes an assignment for the benefit of
creditors, or if a receiver is appointed or a petition for bankruptcy is filed
with respect to the other party and such proceeding is not dismissed within
thirty (30) days of filing.
Upon early termination of this Agreement by Supplier, or natural expiration of
the Agreement, Merck will be entitled to sell its remaining stock of Products on
hand for a period of [...***...] after termination, or return such Product to
Supplier, provided Products are in a resaleable state. In the event Merck
chooses to sell its remaining stock to customers, any Product unsold after the
[...***...] period shall be returned to Supplier at Merck's expense. Supplier
shall pay Merck for Product returned under either alternative, as follows:
Supplier shall reimburse Merck [...***...] of new Product and [...***...] of
used Product.
9 CONFIDENTIALITY
Both parties undertake to maintain strict confidentiality for the duration of
this Agreement and after it expires, in relation to all business and technical
information and data of which they become aware in connection with the
contractual negotiations, and will become aware in connection with this
Agreement (collectively "Information"), unless otherwise agreed in writing. The
parties further agree that neither shall use the Information of the other except
in the furtherance of the purpose of this Agreement. The duty of confidentiality
and non-use shall not apply to information which can be shown to have come into
the public domain from other sources not associated directly or indirectly to
the parties to this Agreement. Without limiting the foregoing, and by way of
example only, the parties agree that Information of Supplier shall include the
names, buying habits, or practices of any of its customers, its marketing
methods and related data, the names of any of its vendors or suppliers, costs of
materials, the prices it obtains or has obtained or at which it sells or has
sold its products or services, manufacturing and sales costs, or other written
records used in Supplier's business, compensation paid to representatives, or
any other confidential information of, about or concerning the business of
Supplier. The parties shall treat all data as to trade secrets and goodwill as
Information subject to the terms of this Section 9, and acknowledge that any
breach of any term of this paragraph is a material breach of the Agreement.
*Confidential Treatment Requested
5
<PAGE> 6
10 CURRENCY UNION
Should a European currency (Euro) be introduced as legal tender during the term
of this Agreement, , as of the effective date of introduction of the new
European currency (Euro) the person under obligation to pay shall fulfil the
payment in the European currency as sole legal tender. The conversion rate fixed
by the legislator at the effective date shall be observed. The same currency
provision applies for payment of interest claims.
11 LAW AND LANGUAGE
The governing language of this Agreement shall be English and the validity,
interpretation and performance of this Agreement shall be controlled by and
construed in accordance with the laws of England.
The parties shall endeavour to settle amicably any disputes which arise in the
course of the application or interpretation of this Agreement. Should the
parties fail to reach such an understanding, any disputes shall be submitted to
the court of England.
12 FINAL PROVISIONS
Merck may assign all of its rights and obligations under this Agreement, in
whole or in part, to existing or future Affiliates, provided Supplier gives
written authorization for the assignment. Supplier may assign all of its rights
and obligations under this Agreement to an affiliate of Supplier, provided Merck
gives written authorization for the assignment. Supplier or Merck may assign all
of its rights and obligations to a purchaser of substantially all of the
business of Supplier or Merck to which this Agreement pertains. An affiliate of
Supplier shall mean any corporation in which Supplier owns, directly or
indirectly, at least thirty (30) percent of the voting capital. The terms,
conditions, obligations, and responsibilities embodied in this Agreements shall
be binding upon and inure to the benefit of the parties' successors and assigns.
In the event either party assigns this Agreement to another, that party shall
immediately notify the other party of the assignment.
Neither party will be liable for the effects of any force majeure occurrences.
If individual provisions of this Agreement are invalid or become invalid, as
judged by a tribunal of competent jurisdiction, the parties hereby agree that
invalidity of the party shall not affect validity of the remainder.
Any notice required or permitted by this Agreement shall be in writing and may
be delivered personally or may be sent by telefax or express mail, to the
addresses at the head of this Agreement. Notices shall be effective upon the
later of delivery or the stated effective date of notice. Any notice provided by
Supplier to an Affiliate, or by an Affiliate to Supplier, shall also be provided
to Merck.
This Agreement, including Appendices 1-5, constitutes the entire agreement
between the parties concerning the subject matter hereof and specifically takes
precedence over any Standard Conditions of Sale of Supplier, or Standard Terms
of Purchase of Merck and its Affiliates. The headings are for reference and
convenience and shall have no substantial effect on interpretation of the
Agreement.
Alterations and additions must be in writing and signed by authorized
representative of both parties.
This Agreement may be executed in counterparts, all of which together shall
constitute one and the same instrument.
6
<PAGE> 7
13 SIGNATURES
For Supplier
/s/ Martin Nash, CEO
--------------------------------------------------------------------------------
Date of Signature: 04/04/00
For Merck
/s/ Walter W. Zywottek M. Brocke-Benz
--------------------------------------------------------------------------------
Date of Signature: 05/02/00
7
<PAGE> 8
Appendix 1
List of Products included in this Agreement
See product and pricing spreadsheet following this page for transfer pricing
(stocking orders) and direct-to-customer pricing.
8
<PAGE> 9
BTX PRICE LIST
APPENDIX 1
<TABLE>
<CAPTION>
Model No. Product Name Transfer Price
--------- ------------ --------------
<S> <C> <C>
399S ECM(R)399 ELECTROPORATION SYSTEM (Mammalian and
Bacterial) [...(***)...]
6300 ECM(R)630 ELECTROPORATION SYSTEM [...(***)...]
8300 ECM(R)830 ELECTROPORATION SYSTEM [...(***)...]
2001EP ECM(R)2001 ELECTROPORATION SYSTEM [...(***)...]
2001EPS1 ECM(R)2001 ELECTROPORATION SUPER SYSTEM [...(***)...]
2001EM ECM(R)2001 EMBRYO MANIPULATION SYSTEM [...(***)...]
2001EMS1 ECM(R)2001 EMBRYO MANIPULATION SUPER SYSTEM [...(***)...]
2001EF ECM(R)2001 CELL FUSION SYSTEM [...(***)...]
2001EFS1 ECM(R)2001 CELL FUSION SUPER SYSTEM [...(***)...]
GENERATORS
ECM 399 ECM(R)399 Generator [...(***)...]
ECM 630 ECM(R)630 Generator [...(***)...]
ECM 2001 ECM(R)2001 Embryo Manipulation Generator [...(***)...]
ECM 830 ECM(R)830 Generator [...(***)...]
MONITORS
4001 Enhancer(TM)400 System with Printer and Computer Interface [...(***)...]
4002 Enhancer(TM)400 System with Printer and Computer Interface
and Printer [...(***)...]
CHAMBERS
ELECTROPORATION
366 Petri Dish Electrode [...(***)...]
372 Petri Dish Electrode [...(***)...]
485 Flatpack Chambers [...(***)...]
486 Flatpack Chambers [...(***)...]
487 Flatpack Chambers [...(***)...]
491-1 Single Coaxial Electrode [...(***)...]
495 Gold-Plated Flow-Through Chamber 1 ea. [...(***)...]
497 Gold-Plated Flow-Through Chamber 1 ea. [...(***)...]
610 Cuvettes Plus(TM) [...(***)...]
620 Cuvettes Plus(TM) [...(***)...]
640 Cuvettes Plus(TM) [...(***)...]
747 Multi - Coaxial Electrode - 8 well [...(***)...]
840 Multi - Coaxial Electrode - 96 well - for use with 96 well plate [...(***)...]
847 Plastic Cuvettes [...(***)...]
PP35-2P Electrode, 2mm for Petri Pulser [...(***)...]
ELECTRO FUSION
450 Microslide 450 [...(***)...]
450-1 Microslide 450-1 [...(***)...]
450-2 Microslide 450-2 [...(***)...]
450-3 Microslide 450-3 [...(***)...]
453 Microslide 453 [...(***)...]
453-10 Microslide 453-10 [...(***)...]
454 Meander Fusion Chamber [...(***)...]
484 Flat Electrode / Divergent Field [...(***)...]
ACCESSORIES
461 Coaxial Connection Cable [...(***)...]
464 Micrograbber Cables [...(***)...]
465 Square-post Micrograbber Cables [...(***)...]
466 Electrode Adapter [...(***)...]
501C Printer [...(***)...]
630B Safety Stand [...(***)...]
660 Cuvette Rack - 20 numbered positions [...(***)...]
719 Tubing [...(***)...]
1269 Coaxial Cable Adapter [...(***)...]
1296 Banana Plug Adapter [...(***)...]
2001F Remote Control [...(***)...]
</TABLE>
Page 1
*Confidential Treatment Requested
<PAGE> 10
BTX PRICE LIST
APPENDIX 1
<TABLE>
<CAPTION>
Model No. Product Name Transfer Price
--------- ------------ --------------
<S> <C> <C>
5343 Coaxial / Banana Plug connection Cable [...(***)...]
PEP-BLU PEP(TM)(Personal Electroporation Pak) cuvette module - for use with 399
(blue) [...(***)...]
PEP-GRY PEP(TM)(Personal Electroporation Pak) cuvette module - for use with 399
(gray) [...(***)...]
SPECIAL ORDER SECTION (call for availability)
FLOW THROUGH SYSTEMS
6000F ECM(R)600F Flow-Through Electroporation System [...(***)...]
INSTRUMENTS
600F ECM(R)600F Modified Pulse Generator [...(***)...]
717 Peristaltic Pump - includes I/O port and safety stand [...(***)...]
9000 9000 Electro Flow Porator(TM) [...(***)...]
IN VIVO ELECTROPORATION
384 Caliper Electrode [...(***)...]
384L Caliper Electrode [...(***)...]
508 GENETRODES(TM) 5mm, straight electrode, gold tip [...(***)...]
508S GENETRODES(TM) 5mm, SHORT straight electrode, gold tip [...(***)...]
510 GENETRODES(TM) 10mm, straight electrode, gold tip [...(***)...]
510S GENETRODES(TM) 10mm, SHORT straight electrode, gold tip [...(***)...]
512 GENETRODES(TM) 5mm, bent L-shaped electrode, gold tip [...(***)...]
514 GENETRODES(TM) 3mm L-shaped bent L-shaped electrode, gold tip [...(***)...]
516 GENETRODES(TM) 1mm L-shaped bent L-shaped electrode, gold tip [...(***)...]
520 Tweezertrode(TM), 7mm [...(***)...]
522 Tweezertrode(TM), 10mm [...(***)...]
531 2NA, 6-pack, 1cm [...(***)...]
533 2NA, 6-pack, 0.5cm [...(***)...]
SPECIAL ELECTRODES
470 Re-usable Electrodes [...(***)...]
471 Re-usable Electrodes [...(***)...]
472 Re-usable Electrodes [...(***)...]
473 Re-usable Electrodes / Divergent Field [...(***)...]
474 Re-usable Electrodes / Divergent Field [...(***)...]
EPIZAP(TM) EPIZAP(TM)Electrode System - Call for Details [...(***)...]
ACCESSORIES
395-7801 PEP(TM)(Personal Electroporation Pak) "plug-in" cuvette module [...(***)...]
467 Electrode Isolator Safety Stand [...(***)...]
515 GENETRODE(TM) - Holder with shaft [...(***)...]
515B GENETRODE(TM) - Holder without shaft [...(***)...]
524 Tweezertrode Cable [...(***)...]
530 Handle, 1cm for 2NA [...(***)...]
532 Handle, 0.5cm for 2NA [...(***)...]
650 Flatpack Slider [...(***)...]
665 Standard Cuvette Slider [...(***)...]
610,620,640 10 ea Disposable Cuvettes, starter pack for systems only - Not for individual
sale, for formula purposes only [...(***)...]
610,640 10 ea Disposable Cuvettes, starter pack for 399 system only - Not for individual
sale, for formula purposes only [...(***)...]
</TABLE>
COMMENTS:
BTX Direct to customer price exclusive of VAT, import duties, freight, or other
administrative fees.
Transfer price is for stocking orders only. There will be a 10% administrative
fee for drop ship or non stocking orders.
Page 2
*Confidential Treatment Requested
<PAGE> 11
BTX PRICE LIST
APPENDIX 1
<TABLE>
<CAPTION>
BTX Direct
Model No. Product Name Sell Price
--------- ------------ ----------
<S> <C> <C>
399S ECM(R) 399 ELECTROPORATION SYSTEM (Mammalian and
Bacteria) [...(***)...]
6300 ECM(R) 630 ELECTROPORATION SYSTEM [...(***)...]
8300 ECM(R) 830 ELECTROPORATION SYSTEM [...(***)...]
2001EP ECM(R) 2001 ELECTROPORATION SYSTEM [...(***)...]
2001EPS1 ECM(R) 2001 ELECTROPORATION SUPER SYSTEM [...(***)...]
2001EM ECM(R) 2001 EMBRYO MANIPULATION SYSTEM [...(***)...]
2001EMS1 ECM(R) 2001 EMBRYO MANIPULATION SUPER SYSTEM [...(***)...]
2001EF ECM(R) 2001 CELL FUSION SYSTEM [...(***)...]
2001EFS1 ECM(R) 2001 CELL FUSION SUPER SYSTEM [...(***)...]
GENERATORS
ECM 399 ECM(R) 399 Generator [...(***)...]
ECM 630 ECM(R) 630 Generator [...(***)...]
ECM 2001 ECM(R) 2001 Embryo Manipulation Generator [...(***)...]
ECM 830 ECM(R) 830 Generator [...(***)...]
MONITORS
4001 Enhancer(TM) 400 System with Printer and Computer Interface [...(***)...]
4002 Enhancer(TM) 400 System with Printer and Computer Interface
and Printer [...(***)...]
CHAMBERS
ELECTROPORATION
366 Petri Dish Electrode [...(***)...]
372 Petri Dish Electrode [...(***)...]
485 Flatpack Chambers [...(***)...]
486 Flatpack Chambers [...(***)...]
487 Flatpack Chambers [...(***)...]
491-1 Single Coaxial Electrode [...(***)...]
495 Gold-Plated Flow-Through Chamber, 1 ea. [...(***)...]
497 Gold-Plated Flow-Through Chamber, 1 ea. [...(***)...]
610 Cuvettes Plus(TM) [...(***)...]
620 Cuvettes Plus(TM) [...(***)...]
640 Cuvettes Plus(TM) [...(***)...]
747 Multi - Coaxial Electrode - 8 well [...(***)...]
840 Multi - Coaxial Electrode - 96 well - for use with 96 well plate [...(***)...]
847 Plastic Cuvettes [...(***)...]
PP35-2P Electrode, 2mm for Petri Pulser [...(***)...]
ELECTRO FUSION
450 Microslide 450 [...(***)...]
450-1 Microslide 450-1 [...(***)...]
450-2 Microslide 450-2 [...(***)...]
450-3 Microslide 450-3 [...(***)...]
453 Microslide 453 [...(***)...]
453-10 Microslide 453-10 [...(***)...]
454 Meander Fusion Chamber [...(***)...]
484 Flat Electrode / Divergent Field [...(***)...]
ACCESSORIES
461 Coaxial Connection Cable [...(***)...]
464 Micrograbber Cables [...(***)...]
465 Square-post Micrograbber Cables [...(***)...]
466 Electrode Adapter [...(***)...]
501C Printer [...(***)...]
630B Safety Stand [...(***)...]
660 Cuvette Rack - 20 numbered positions [...(***)...]
719 Tubing [...(***)...]
1269 Coaxial Cable Adapter [...(***)...]
1296 Banana Plug Adapter [...(***)...]
2001F Remote Control [...(***)...]
</TABLE>
Page 1
*Confidential Treatment Requested
<PAGE> 12
BTX PRICE LIST
APPENDIX 1
<TABLE>
<CAPTION>
BTX Direct
Model No. Product Name Sell Price
--------- ------------ ----------
<S> <C> <C>
5343 Coaxial / Banana Plug connection Cable [...(***)...]
PEP-BLU PEP(TM)(Personal Electroporation Pak) cuvette module - for use with 399
(blue) [...(***)...]
PEP-GRY PEP(TM)(Personal Electroporation Pak) cuvette module - for use with 399
(gray) [...(***)...]
SPECIAL ORDER SECTION (call for availability)
FLOW THROUGH SYSTEMS
6000F ECM(R) 600F Flow-Through Electroporation System [...(***)...]
INSTRUMENTS
600F ECM(R) 600F Modified Pulse Generator [...(***)...]
717 Peristaltic Pump - includes I/O port and safety stand [...(***)...]
9000 9000 Electro Flow Porator(TM) [...(***)...]
IN VIVO ELECTROPORATION
384 Caliper Electrode [...(***)...]
384L Caliper Electrode [...(***)...]
508 GENETRODES(TM) 5mm, straight electrode, gold tip [...(***)...]
508S GENETRODES(TM) 5mm, SHORT straight electrode, gold tip [...(***)...]
510 GENETRODES(TM) 10mm, straight electrode, gold tip [...(***)...]
510S GENETRODES(TM) 10mm, SHORT straight electrode, gold tip [...(***)...]
512 GENETRODES(TM) 5mm, bent L-shaped electrode, gold tip [...(***)...]
514 GENETRODES(TM) 3mm L-shaped bent L-shaped electrode, gold tip [...(***)...]
516 GENETRODES(TM) 1mm L-shaped bent L-shaped electrode, gold tip [...(***)...]
520 Tweezertrode(TM), 7mm [...(***)...]
522 Tweezertrode(TM), 10mm [...(***)...]
531 2NA, 6-pack, 1cm [...(***)...]
533 2NA, 6-pack, 0.5cm [...(***)...]
SPECIAL ELECTRODES
470 Re-usable Electrodes [...(***)...]
471 Re-usable Electrodes [...(***)...]
472 Re-usable Electrodes [...(***)...]
473 Re-usable Electrodes / Divergent Field [...(***)...]
474 Re-usable Electrodes / Divergent Field [...(***)...]
EPIZAP(TM) EPIZAP(TM) Electrode System - Call for Details [...(***)...]
ACCESSORIES
395-7801 PEP(TM)(Personal Electroporation Pak) "plug-in" cuvette module [...(***)...]
467 Electrode Isolator Safety Stand [...(***)...]
515 GENETRODE(TM) - Holder with shaft [...(***)...]
515B GENETRODE(TM) - Holder without shaft [...(***)...]
524 Tweezertrode Cable [...(***)...]
530 Handle, 1cm for 2NA [...(***)...]
532 Handle, 0.5cm for 2NA [...(***)...]
650 Flatpack Slider [...(***)...]
665 Standard Cuvette Slider [...(***)...]
610,620,640 10 ea Disposable Cuvettes, starter pack for systems only - Not for individual
sale, for formula purposes only [...(***)...]
610,640 10 ea Disposable Cuvettes, starter pack for 399 system only - Not for individual
sale, for formula purposes only [...(***)...]
</TABLE>
COMMENTS:
BTX Direct to customer price exclusive of VAT, import duties, freight, or other
administrative fees.
Page 2
*Confidential Treatment Requested
<PAGE> 13
Appendix 2
List of Merck Companies who will participate in this Agreement
--------------------------------------------------------------
<TABLE>
<S> <C>
Nordic Countries
Denmark KEBO Lab A/S
Finland KEBO Lab OY
Norway KEBO Lab A/S
Sweden KEBO Lab AB
France
Merck Eurolab France
Poly Labo
Merck S.A.
Benelux
Merck Belgolabo N.V. -S.A.
Vel
Merck Nederland B.V.
De Spatel
United Kingdom
Merck Ltd
Germany
Merck Eurolab GmbH
Switzerland
Merck (Schweiz) AG
Austria
Merck Gesellschaft mbH
Spain
Merck Farma y Quimica S.A.
Portugal
Merck Farma e Quimica S.A.
Italy
Bracco SPA
BDH Italia
</TABLE>
--------------------------------------------------------------------------------
Countries listed below will participate in this agreement subject to local
acceptance by the Merck company
<TABLE>
<S> <C>
Poland
Merck Sp. z.o.o.
Hungary
Merck Kft
Czech Republic
Merck Spol. sr o.
Slovak Republic
Merck Spol. sr o.
</TABLE>
<PAGE> 14
Appendix 3
Prices, Terms, Discounts and Rebates
------------------------------------
NET PRICE LIST refer to spreadsheet in Appendix 1
SPECIAL PRICES AND/OR TENDER PRICES will be negotiated for agreed accounts or
contracts and for selected Products
PRICE BASIS (Incoterms) FOB, San Diego
NON-STOCKING AND DROP SHIP ORDERS will be charged with a [...***...]
administrative fee; the parties will determine whether an order is a stocking,
non-stocking, or drop ship order using reasonable business judgement applicable
to the scope of this Agreement
CURRENCY United States dollar by company check or wire transfer
ANNUAL REBATE To be negotiated pursuant to Section 3 of the Agreement
LATE PAYMENT [...***...] monthly
PAYMENT TERMS Net [...***...] days
OTHER TERMS
Merck or the Affiliate placing an order shall be the party responsible for
paying the invoice for such order, subject to the ultimate responsibility of
Merck set forth in Section 3.
The Merck Group shall be responsible for any extension of credit to its
customers and collections of such accounts shall be the sole responsibility of
the Merck Group.
All shipping cost, duties and other charges relating to transport or
transfer of the Products to the Merck Group or its customers shall be the
responsibility of the Merck Group.
The Merck Group shall in a timely manner collect and remit to appropriate
governmental authorities and shall indemnify and hold Supplier harmless from,
any applicable sales, use, gross receipts, value-added or other tax or levy now
existing or hereafter enacted (other than income tax of Supplier), and any
interest or penalties imposed thereon, applicable to any sale of products
covered by the terms of this Agreement.
Supplier shall not ship Product until it can be CE-labelled and a
"Declaration of Conformity" can be provided.
*Confidential Treatment Requested
<PAGE> 15
APPENDIX 3
CUVETTE PRICING
1. Introductory Initial Stocking Offer: Initial target cuvette stocking levels
have been agreed upon for each Affiliate, as set forth in Table 1, below.
In the event an Affiliate meets the initial target cuvette stocking order
set for it, 1) that initial cuvette order shall be priced at
[...***...]/bag for that Affiliate, and 2) Supplier shall provide that
Affiliate with additional cuvettes equal to [...***...] of the cuvettes
purchased by that Affiliate in its initial cuvette stocking order, free of
charge, for sampling purposes.
Table 1: Initial Target Cuvette Stocking Levels for Affiliates
--------------------------------------------------------------
<TABLE>
<CAPTION>
DISTRIBUTOR 610 620 640 TOTAL BAGS
----------- --- --- --- ----------
<S> <C> <C> <C> <C>
KEBO [...***...] [...***...] [...***...] [...***...]
FRANCE [...***...] [...***...] [...***...] [...***...]
SWITZERLAND [...***...] [...***...] [...***...] [...***...]
GERMANY [...***...] [...***...] [...***...] [...***...]
PORTUGAL [...***...] [...***...] [...***...] [...***...]
NETHERLANDS [...***...] [...***...] [...***...] [...***...]
BELGIUM [...***...] [...***...] [...***...] [...***...]
U.K. [...***...] [...***...] [...***...] [...***...]
AUSTRIA [...***...] [...***...] [...***...] [...***...]
ITALY [...***...] [...***...] [...***...] [...***...]
SPAIN [...***...] [...***...] [...***...] [...***...]
TOTALS [...***...] [...***...] [...***...] [...***...]
</TABLE>
*Confidential Treatment Requested
<PAGE> 16
APPENDIX 3
2. Discounts Based on Annual Sales: Supplier will sell cuvettes to Affiliates
at a discount provided certain annual accumulated volume of cuvette sales
occurs. Table 2 sets forth the discount and transfer price for cuvettes
based on number of cuvette bags purchased by Affiliate from Supplier per
contract year.
Table 2: Discount Cuvettes Price Based on Annual Sales
------------------------------------------------------
<TABLE>
<CAPTION>
CUVETTE VOLUME RANGE DISCOUNT TRANSFER PRICE
-------------------- ----------- --------------
<S> <C> <C>
1-5000 bags [...***...] [...***...]
5001-7500 [...***...] [...***...]
7501-10,000 [...***...] [...***...]
10,000 Up [...***...] [...***...]
</TABLE>
3. BTX agrees to work with reasonable effort to assist individual distribution
Affiliates on volume institutional orders so that these orders do not go to
the competition.
*Confidential Treatment Requested
<PAGE> 17
Appendix 4
Launch Package
--------------
See Launch Package following this page.
<PAGE> 18
EUROLAB
APPENDIX 4
[GRAPHIC]
For:
[GRAPHIC]
<PAGE> 19
EUROLAB
APPENDIX 4
1. SUPPLIER INFORMATION
--------------------------------------------------------------------------------
Addresses ( If you have different offices, fulfill 1 supplier form by Office)
Company Name:Genetronics, Inc. and its BTX Division Owned by: CORPORATION
Core activity: Life Science Product Manufacturing
Subsidiaries/Associates:
Registration number: SRFH25-783006
Tax / VAT Reg. N degrees 33-0024450
Website: www.btxonline.com
Manufacturer XX [ ] or Dealer, Distributor: [ ]
<TABLE>
<CAPTION>
Address for Eurodeal correspondence: Manufacturing site (if different)
------------------------------------ ---------------------------------
<S> <C>
11199 Sorrento Valley Road SAME
San Diego CA
Post / Zip code:
92121-1334
Country: USA
Phone number 1-858-597-6006
Fax number 1-858-597-9594
@Email:[email protected]
</TABLE>
Key Statistics
Annual sales: $4M U.S.
Number of employees (overall): in Sales: 11 in Production: 7 R&D: 4
Key Contacts
<TABLE>
<CAPTION>
Function Name Tel. No Fax. No E-mail
-------- ---- ------- ------- ------
<S> <C> <C> <C> <C>
Head Manager BRIAN AUSTIN 858-410-3142 858-597-9594 [email protected]
Sales Manager Joan Kerr 858-410-3144 858-597-9594 [email protected]
MEL Coordinator Kim Parisi 858-410-3154 858-597-9594 [email protected]
Order processing Kelley Robere 858-410-3145 858-597-9594 [email protected]
Marketing Manager STEVE HERMER 858-410-3150 858-597-9594 [email protected]
After sales service Fidencio Pampo 858-410-3146 858-597-9594 [email protected]
Technical Support ESTELLA TAI 858-410-3151 858-597-9594 [email protected]
Logistic Manager Linh Lee 858-410-3160 858-597-9594 [email protected]
Quality Manager Rejean Laverdiere 858-410-3204 858-597-9594 [email protected]
Environmental Mgr N/A
</TABLE>
<PAGE> 20
EUROLAB
APPENDIX 4
Supplier Strategy
[...***...]
*Confidential Treatment Requested
<PAGE> 21
EUROLAB
APPENDIX 4
2. QUALITY ASSURANCE & ENVIRONMENTAL MANAGEMENT QUESTIONNAIRE
--------------------------------------------------------------------------------
Quality assurance and environmental management systems are of vital importance
in the work of Merck Eurolab. The certification of our companies requires that
our suppliers' systems are defined to us. We therefore ask you to answer the
following questions.
1. COMPANY DATA
Refer Supplier Information in Section 1
2. PRODUCT CATEGORIES (list main categories) Electroporation generators,
monitors, electrodes and chambers, accessories, And other supplies
---------------------------------------------------------------------------
3. Products
<TABLE>
<CAPTION>
Yes No Comment
--- -- -------
<S> <C> <C> <C>
3.1 Are all your products CE-labelled? [...***...] [...***...]
If No, enclose a list of all products
(instruments and apparatus) that are not
CE-labelled.
For each CE-labelled product enclose
"Declaration of Conformity".
3.2 Are any of your products radioactive? [...***...] [...***...]
3.3 Do you have products containing mercury? [...***...] [...***...]
If you introduce new products that are not [...***...] [...***...]
CE-labelled, are radioactive or contain
mercury, will you inform Merck Eurolab in
writing?
</TABLE>
*Confidential Treatment Requested
<PAGE> 22
EUROLAB
APPENDIX 4
4. Quality Assurance
<TABLE>
<CAPTION>
General Yes No Comment
------- --- -- -------
<S> <C> <C> <C> <C>
4.1 Are you already certified in accordance with [...***...] [...***...]
ISO900X (X=1-3)? (If Yes: Go to item 5, and send
a copy of the certificate to Merck Eurolab)
4.2 Are you currently working towards a [...***...] [...***...]
certification? (If Yes: Towards which system and
when are you likely to be certified?)
Quality policy
4.3 Do you have a quality policy defined by [...***...] [...***...]
management?
(If Yes: Send a copy to Merck Eurolab)
Organisation Yes No Comment
4.4 Do you have an appointed quality manager? [...***...] [...***...]
4.5 Do you have a quality manual? [...***...] [...***...]
4.6 Does your management assess the quality system on [...***...] [...***...]
a regular basis?
Quality planning
4.7 Do you have a quality plan for each product? [...***...] [...***...]
4.8 Do you have control instructions with acceptance [...***...] [...***...]
levels?
4.9 Are these instructions present at the work site? [...***...] [...***...]
Inspection and Testing
4.10 Do you inspect products before delivery? [...***...] [...***...]
4.11 Does your test equipment comply with the required [...***...] [...***...]
specifications?
4.12 Do you have a system for calibrating the above [...***...] [...***...]
equipment?
</TABLE>
*Confidential Treatment Requested
<PAGE> 23
<TABLE>
<CAPTION>
EUROLAB
APPENDIX 4
Non-conforming Products
<S> <C> <C> <C> <C>
4.13 Do you identify and segregate products that do [...***...] [...***...]
not comply with the specifications?
4.14 Do you have a system for corrective and [...***...] [...***...]
preventive actions?
4.15 Do you have a system for handling customer [...***...] [...***...]
complaints?
Quality Audits
4.16 Do you regularly audit the complete quality [...***...] [...***...]
system?
5. environmental management
General Yes No Comment
5.1 Are you already certified in accordance with any [...***...] [...***...]
environmental management system?
(If Yes: Go to item 5.13, and send a copy of the
certificate and the environmental policy to
Merck Eurolab)
5.2 Are you currently working towards a [...***...] [...***...]
certification? (If Yes: Towards which system and
when are you likely to be certified?)
Environmental policy
5.3 Do you have an environmental policy defined by [...***...] [...***...]
management?
(If Yes: Send a copy to Merck Eurolab)
Environmental management system, EMS
5.4 Do you have a procedure to identify [...***...] [...***...]
environmental aspects?
5.5 Do you have a summary of legal and other [...***...] [...***...] [...***...]
requirements?
</TABLE>
*Confidential Treatment Requested
<PAGE> 24
EUROLAB
APPENDIX 4
<TABLE>
<S> <C> <C> <C>
5.6 Are your environmental objectives and targets [...***...] [...***...]
time defined and quantifiable?
5.7 Has anyone been appointed responsible for [...***...] [...***...]
environmental issues?
5.8 Do you have an EMS manual? [...***...] [...***...]
5.9 Do you offer any environmental training for your [...***...] [...***...]
staff?
5.10 Are your environmental records available? [...***...] [...***...]
5.11 Do you have instructions for environmental [...***...] [...***...]
emergency?
5.12 Do you regularly audit the complete EMS? [...***...] [...***...]
Life cycle assessment, LCA Yes No Comment
5.13 Do you perform LCA for products? [...***...] [...***...]
5.14 Do you perform LCA for packaging materials? [...***...] [...***...]
Retro-logistics
5.15 Do you offer retro-logistics for products you [...***...] [...***...]
supply?
5.16 Do you offer retro-logistics for packaging [...***...] [...***...]
materials?
5.17 What packaging materials do you use for Delivery? [...***...] [...***...]
Cardboard boxes, foam inserts, foam pellets
</TABLE>
*Confidential Treatment Requested
<PAGE> 25
EUROLAB
APPENDIX 4
<TABLE>
<CAPTION>
Transportation
<S> <C> <C> <C> <C>
5.18 Do your forwarding agents work in accordance with [...***...] [...***...] [...***...]
any EMS?
5.19 Are their vehicles environmentally classified? [...***...] [...***...] [...***...]
6. Would you allow our representatives to visit you [...***...] [...***...]
for inspection of your quality assurance and EMS
functions?
</TABLE>
*Confidential Treatment Requested
<PAGE> 26
EUROLAB
APPENDIX 4
3. MEL STANDARD DATA STRUCTURE FOR MATERIAL MASTER
--------------------------------------------------------------------------------
The Merck Eurolab (MEL) Standard Data Structure has been worked out to support
the introduction/update of supplier/producer product/article data into the ERP
systems of our companies, especially for bulk-loading procedures. Most of our
companies use SAP
Suppliers/producers will be requested to generate ASCII-files according to this
structure.
Suppliers/producers will have to be advised as follows:
1. The ASCII-file should contain one string of data for each item no.
2. The first character of each string has to be the first character/number of
the suppliers/producers article number. The producer prefix will be
automatically added during the upload procedure into our ERP systems.
3. All character/text fields and number field where no information will be
available must be left blank (e.g. no filling up with "0").
4. Supplier/producer have to comply exactly with the designated field lengths.
Subsequently each string has to have a length of 1.082 characters.
5. Each string end should be detected by an "CRLF".
6. Prices and purchasing conditions should be stated in EURO currency.
7. Local currencies can be provided as a separate file containing only the
item no. and the prices.
Please find in Appendix the complete file with example and explanations.
<PAGE> 27
EUROLAB
APPENDIX 4
4. EUROPEAN BUSINESS DEAL - SUMMARY OF AGREEMENT
--------------------------------------------------------------------------------
SUPPLIER NAME:
Refer details in section 1
CONTRACT CONDITIONS
Products: See attached product list, appendix 1 in agreement
Territories/Geographical Area: See attached appendix 2 in agreement
Prices
- see appendix 2 in agreement
- european price list? No
- currency of payment U.S.$
- price basis (EXW FOB etc FOB, San Diego
- tender or special prices on request ? To be discussed upon
request
Bonuses / annual rebates: See section 3 of Agreement; to begin in year 2
Obsolescence policy: See Section 6 of Agreement; return of up to
[...***...] of certain products per year
Payment terms:Net [...***...]
Period of agreement: 3 YEARS BEGINNING FEB 15, 2000
Implementation (for new deal)All to start February 15, 2000
- start dates by country
Special provisions of the agreement
- Exclusive agreement in Sweden, Denmark, & Norway and a
non-exclusive agreement in remaining territory.
- Exclusions: None
*Confidential Treatment Requested
<PAGE> 28
EUROLAB
APPENDIX 4
LOGISTICS & PACKAGING
<TABLE>
<S> <C>
- Orders to be sent to (refer order processing
in section 6)
- MOQs
- lead-times per product / group (refer Master
Data section)
- will you print labels with Merck article numbers YES / [NO]
& affix to the products?
will labels contain information on pack weight YES / [NO]
in line with current load labelling legislation?
- will you pack products in the units Merck Eurolab YES / [NO]
lists in the catalogues?
- will products be bar coded? YES / [NO]
- If yes, what system is used?
- are you able to deliver direct to our customers? YES / [NO]
- can you offer 24 hour delivery if required? YES / [NO]
</TABLE>
<PAGE> 29
EUROLAB
APPENDIX 4
PAYMENT/BANKING DETAILS
<TABLE>
<S> <C>
Can you provide cross-referenced invoices and delivery YES / [NO]
notes, quoting MEL article numbers?
Can you accept payment by Automatic Bank Transfer? YES / [NO]
If YES please provide Bank name address and
account details
If NO how should payment be made?
Union Bank of California
Sorrento Valley Branch
11015 Sorrento Valley Rd.
San Diego, CA 92121
[...***...}
</TABLE>
SERVICING / WARRANTY
Spare parts price list: See attachment 1 to Launch Package
Recommended spare parts: See attachment 1 to Launch Package
Maintenance training: YES, TO QUALIFIED TECH
Warranty period: [...***...]
Warranty extension: NOT VALID
Payment of the warranty costs by the supplier:All costs exclusive of shipment
to service center.
Lead times for repairs: 6-8 Weeks
Instruction manuals available on
website: CD rom xx paper (to be joined with the launch package):
% of breakdown during the warranty period: Data not tracked
Are you able to provide "consignment "stock: NO
RELIABLE DATES OF DELIVERY
- What is your policy to guarantee reliable dates of delivery to
MEL None
- what is your performance against the lead times listed Not
tracked.
*Confidential Treatment Requested
<PAGE> 30
Appendix 5
Product Policy and Warranty
1) INTENDED USE OF THE BTX PRODUCT LINE
The BTX Product Line has been specifically designed for electroporation (the
application of high voltage electric fields pulses of short duration in order to
create temporary pores or holes in the membrane of cells) and electro cell
fusion (fusing cells to form hybrids by using electricity). This is the sole
intended use of the product.
These products are intended for research use only. These products are not
intended for human clinical applications.
2) SAFETY PRECAUTIONS
When operating any of the BTX Generators extreme caution must be exercised. All
the Generators have the capability of releasing very high voltage. The
Generators should not be operated without a full review and understanding of the
operating manual. EXTREME CARE NEEDS TO BE TAKEN TO ENSURE SAFE OPERATION.
3) ACCESSORIES
Products not manufactured by BTX may not be sold, promoted and/or used as a part
of a BTX System without prior written corporate approval from Genetronics, Inc.
4) WARRANTY
The BTX Products are guaranteed to be free of defects for a period of
[...***...] from the time of delivery. Chambers and accessories are warranted
for a period of [...***...]. If any defects covered by this warranty appear
within the above period, Genetronics shall have the option of repairing or
replacing the equipment at its expense. Such repair or replacement shall be the
customer's exclusive remedy for breach of warranty or for negligence.
This warranty does not extend to any instrumentation which has been (a)
subjected to misuse, neglect, accident or abuse, (b) repaired or altered by
anyone other than Genetronics without Genetronics' express and prior approval,
(c) used in violation of instructions furnished by the BTX division of
Genetronics.
Genetronics shall not be liable for any special or consequential damages or for
loss, damage or expense (whether or not caused by or resulting from Genetronics'
negligence) directly or indirectly arising from use of the instrumentation sold
hereunder either separately or in combination with any other equipment or from
any other cause.
The above warranty shall be in lieu of and excludes all other expressed or
implied warranties or merchantability, fitness, or otherwise. Without limiting
the generality of the foregoing, Genetronics shall not be liable for any claims
of any kind whatsoever, as to the equipment delivered or for non-delivery of
equipment, and whether or not based on negligence.
Any malfunction not caused by operator abuse will be corrected at no charge for
parts and labor by Genetronics. All service under the warranty will be made at
the Genetronics San Diego, CA facilities. Owner will ship instrument prepaid to
San Diego, CA. Genetronics will return the instrument after servicing, freight
prepaid to owner's address.
Warranty is void if the instrument is changed in any way from its original
factory design or if repairs are attempted without written authorization by
Genetronics.
*Confidential Treatment Requested
<PAGE> 31
Warranty is void if parts, connections or electroporation chambers not
manufactured by Genetronics are used with a Genetronics instrument.
NOTE: UNDER NO CONDITIONS SHOULD THE INSTRUMENT OR ACCESSORIES BE RETURNED
WITHOUT PRIOR APPROVAL AND A RETURN GOODS AUTHORIZATION (RGA) NUMBER
FROM GENETRONICS
