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Exhibit 10.77
TEMPORARY DISTRIBUTION AGREEMENT
Whereas Calypte Biomedical Corporation ("Calypte") and American Edge Medical
Company ("American Edge") executed in May, 2000 a Distribution Agreement whereby
Calypte appointed American Edge as its exclusive distributor for Calypte
products in the Republic of South Africa (the "Distribution Agreement"), and
Whereas the two parties wish to explore the possibility of extending the
Territory governed by the Distribution Agreement beyond the Republic of South
Africa, to include forty-one additional sub-Saharan African countries, the
parties agree as follows:
The Temporary Distribution Agreement Territory shall include the forty-one
sub-Saharan countries south of, and including Mauritania, Mali, Niger, Chad,
Eritrea, Djibouti, and Somalia. The island of Madagascar is also included. The
Republic of South Africa is excluded from this Temporary Distribution Agreement
since it is already governed by a the Distribution Agreement.
Effective August 1, 2000 and until January 31, 2001 inclusive, Calypte shall
grant to American Edge on a temporary basis the exclusive distribution rights
for the products itemized in the Distribution Agreement, with inter alia, the
following five provisions:
1. [*]
2. American Edge shall not sub-distribute Calypte products through any party
other than African Medical Solutions without the prior express written
approval of Calypte.
3. American Edge shall ensure, both through its own actions and those of
African Medical Solutions and its partners, that Calypte's products are
always portrayed accurately in terms of clinical performance, product
storage requirements, laboratory requirements, and sampling requirements.
4. [*]
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS
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5. All terms and definitions of the Distribution Agreement governing the
Republic of South Africa shall apply to the Temporary Distribution
Agreement and are hereby incorporated by reference, except for those
relating specifically to South African sales minima and termination date.
American Edge specifically agrees to abide by Clause 4.16 of the South
Africa Distribution Agreement regarding competing products with respect to
this Temporary Distribution Agreement.
Between January 15 and January 31, 2001, provided that American Edge has
complied with the five provisions above and the applicable terms and conditions
of the Distribution Agreement, Calypte and American Edge, in concert with
American Edge's sub-distributor African Medical Solutions, will review the sales
prospects for each of the forty-one countries in the Temporary Distribution
Agreement. At that time, Calypte, in good faith, will determine if the Temporary
Distribution Agreement shall be extended, and under what terms and minima.
Depending on the outcome of these discussions, an extension may be granted for
none, some, or all of the forty-one countries.
In the event that American Edge fails to comply with any of the five provisions
above or the applicable terms and conditions of the Distribution Agreement,
Calypte may choose not to extend the Temporary Distribution Agreement
whatsoever. In this event, effective February 1, 2001 Calypte will be free to
appoint any distributor(s) it chooses, for any or all of the countries within
the territory governed by this Temporary Distribution Agreement.
Agreed upon, this 21 day of July, 2000
By:
/s/ Nancy E. Katz /s/ Sammy Ciling
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Nancy Katz, President and CEO Sammy Ciling, President
Calypte Biomedical Corporation American Edge Medical Company
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS
