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EX. 10.21.1
[CHOLESTECH LOGO]
CHOLESTECH CORPORATION
DISTRIBUTION AGREEMENT
This Distribution Agreement (this "Agreement") is made and entered into on the
day of JULY 6, 1998 ("Effective Date") by and between MCKESSON DRUG COMPANY,
ONE POST STREET, SAN FRANCISCO, CA 94104 (the "DISTRIBUTOR") and Cholestech
Corporation ("Manufacturer"), having its principal place of business at 3347
Investment Blvd, Hayward, California 94545.
In consideration of mutual covenants contained herein, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereby agree as follows.
1. APPOINTMENT
(a) Subject to the terms and conditions set forth herein, the Manufacturer
hereby appoints the DISTRIBUTOR as the Manufacturer's authorized distributor
for a period of one year from JULY 6, 1998 unless otherwise terminated pursuant
to Section 12. The appointment is on a non-exclusive basis in the United States
for sale of the Manufacturer's Product(s), (the "Products") listed on
Attachment A, as amended from time to time pursuant to Section 2(b) for use
solely in the United States and solely by such retail pharmacies.
2. TERMS OF PURCHASE FOR DISTRIBUTOR
(a) All purchases by the DISTRIBUTOR from Manufacturer during effective period
of Agreement shall be subject to the terms and conditions of this Agreement.
(b) Price: The purchase price to the DISTRIBUTOR for the Product(s) shall be
price set forth in the Manufacturer's McKesson's Price List which shall be
updated and delivered to the DISTRIBUTOR from time to time, attached to this
Agreement as Attachment A. The Manufacturer agrees to provide DISTRIBUTOR with
a new price list (as modified in Attachment B) announcing a price increase at
least sixty (60) days prior to the effective date thereof.
Product prices do not include local, sales, use, exercise, customs, export,
import, or similar taxes, license fees or other charges incident of the
purchase of products by DISTRIBUTOR, which shall be paid by the DISTRIBUTOR. In
lieu thereof, the DISTRIBUTOR may provide the Manufacturer with a tax-exempt
certification acceptable to the appropriate taxing authorities. The DISTRIBUTOR
shall also pay all fees, assessments and taxes levied against Products in the
DISTRIBUTOR's possession.
(c) Orders: All purchase orders of DISTRIBUTOR shall be subject to acceptance
by Manufacturer at Hayward, California. DISTRIBUTOR may use its standard
purchase order form to order Product(s); however, the terms and conditions of
this Agreement shall supersede any different, conflicting, or additional terms
on purchase orders submitted on the DISTRIBUTOR forms. Each purchase order
shall be at least $300.00 (minimum order), or pay a minimum of $300.00 for each
order totaling less than $300.00.
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Orders entered by the DISTRIBUTOR under this Agreement shall specify;
(a) Description of Products, inclusive to any of the Manufacturer's
numerical/alphabetical identification;
(b) requested delivery date;
(c) applicable price (denominated in United States dollars);
(d) location to which the Products are to be shipped;
(e) location to which invoices shall be rendered for payment; and
(f) any other ordering procedures established by the Manufacturer from
time to time.
(d) Terms of payment to the Manufacturer shall be: Net thirty (30) days after
shipment by the Manufacturer and shall be in United States dollars. A 1.5%
monthly interest rate, or the maximum rate allowed by law, whichever is less
shall be applied to all outstanding balances not paid within rate allowed by
law, whichever is less shall be applied to all outstanding balances not paid
within such thirty (30) days. If the DISTRIBUTOR should default or if its
financial condition shall at any time be deemed impaired or unsatisfactory by
the Manufacturer, in its reasonable discretion, the Manufacturer shall have the
right to cancel any order, delay any shipments, and require cash.
(e) Shipping: The terms of shipping shall be "FOB Hayward, California". If the
DISTRIBUTOR requests a drop shipment to a customer, the entire cost of
transportation designated by the DISTRIBUTOR shall be borne by the DISTRIBUTOR.
Additionally, Manufacturer, may in its sole discretion, add an additional 6% of
the invoice amount as a drop ship fee.
(f) Intent: Product is sold to the DISTRIBUTOR for the sole purpose that it
then be sold by the DISTRIBUTOR directly to end-use consumers of the Product.
The DISTRIBUTOR shall not sell the Product(s) to any person or entity that is
not such an end-user consumer without prior written consent by Manufacturer. No
product may be sold by the DISTRIBUTOR for subsequent transport outside of the
United States, except when sold to an agency of the United States government.
(g) The DISTRIBUTOR shall make every reasonable effort to meet the annual
minimum purchase targets as defined in Attachment C ("Minimum Purchase
Targets"). Failure of the DISTRIBUTOR to meet the Minimum Purchase Targets
shall entitle the Manufacturer to alter the Prices set forth in Attachment A
effective immediately and notwithstanding the 60 day time period provided for
in section 2(b).
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3. WARRANTY
(a) The Manufacturer hereby represents and warrants to DISTRIBUTOR that:
(i) The Manufacturer will convey to the DISTRIBUTOR good title to the
Product(s) free and clear of all security interests, liens or other
encumbrances of any kind or character.
(ii) The Manufacturer has manufactured, packaged and is selling the
Product(s) to DISTRIBUTOR in material compliance with all applicable
federal, state and local laws, rules and regulations. The Manufacturer
has notified DISTRIBUTOR as to the identity of Products(s), via copies
of the Materials Safety Data Sheets, which Product(s) when disposed of
will constitute "hazardous waste", under regulation (the
"Regulations") promulgated by the Environmental Protection Agency
under Subpart C of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1916, as amended.
(iii) The Product(s) will conform in all material respects to the
Manufacturer's specifications until the expiration date listed on the
label. This warranty is contingent upon proper use of the Product(s)
in the application for which the Product(s) are intended and does not
cover Product(s) that were modified without the Manufacturer's
approval or that were subjected by DISTRIBUTOR or end-user customer to
shipment, storage, or use conditions other than recommended by the
Manufacturer.
(b) The DISTRIBUTOR represents and warrants that:
(i) It holds all necessary federal, state, and local licenses and permits
for the DISTRIBUTOR to distribute the Products in the United States in
accordance with applicable law;
(ii) There are no actions or proceedings pending or contemplated within the
knowledge of the DISTRIBUTOR that would in any way jeopardize any such
licenses or permits; and
(iii) It has all corporate authority to perform this Agreement and that such
performance will not violate any agreement to which it is a party.
4. ADDITIONAL OBLIGATIONS OF DISTRIBUTOR
The DISTRIBUTOR shall at its own expense, unless otherwise stated, and
consistent with the sales policies of the Manufacturer:
(a) Exert its commercial best efforts to sell and actively promote sales of the
Product(s), solicit and obtain orders for the Product(s) and provide
reasonable cooperation with the Manufacturer in carrying out promotional
programs.
(b) Comply with all applicable laws, ordinances and regulations pertaining to
responsibilities of a medical device distributor, including without
limitation, the Food, Drug, and Cosmetic Act, Hazardous Substance Act,
Clinical Laboratory Improvement Act of 1967, Clinical Laboratory Amendment,
of 1988, Medical Device Amendments of 1976, and the Safe Medical Devices
Act of 1990. Hold a valid resale permit or license, comply with Medical
Device reports requirements applicable to a wholesale distributor, if any,
pertaining to the reporting of adverse events and device deficiencies.
(c) Promptly refer all written and oral complaints concerning the Products to
Manufacturer and keep a record of all such complaints.
(d) Use reasonable efforts to maintain an adequate inventory of the Product(s)
to prevent back orders for the Product(s). Submit a written rolling annual
forecast on a quarterly basis.
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(e) Not use any trademark, trade name, or logo of the Manufacturer except as
provided in this Agreement without prior written approval from the
Manufacturer which can be revoked at any time for any reason or no reason.
DISTRIBUTOR may affix its name, address and telephone number to
Manufacturer's package or literature so long as the affixed material does
not obliterate or obscure any information placed thereon by the
Manufacturer.
(f) Distributor will make no representations or warranties or claims with
respect to Products other than those specifically authorized by
Manufacturer.
(g) Keep track of each individual sale for each Product to each customer and
shall provide to the Manufacturer, as mutually agreed by the parties,
point of sale information.
(h) Not relabel any Product, substitute, remove or modify any components of
any Product, unseal or open any packaged product or otherwise tamper with
any of the Products, unless mutually agreed to in writing by the parties.
5. ADDITIONAL OBLIGATIONS OF THE MANUFACTURER
The Manufacturer shall:
(a) Promptly after each request, provide the DISTRIBUTOR with marketing and
technical information concerning the Product(s) and reasonable amounts of other
printed material for the use and information of the DISTRIBUTOR'S customers.
Manufacturer will at the Manufacturer's sole expense make available to
DISTRIBUTOR training programs sponsored by the Manufacturer in connection with
the Product.
(b) Minimize delivery time to the extent reasonably possible and use its
commercially reasonable efforts to fulfill delivery obligations arising from
acceptances of purchase orders.
(c) Attend DISTRIBUTOR'S sales/marketing meetings of the DISTRIBUTOR and its
agents and employees on a timely basis, at the discretion of DISTRIBUTOR.
(d) Provide to the DISTRIBUTOR reasonable assistance with sales efforts and
inventory control programs related to the Product(s).
DISTRIBUTOR shall inspect all goods promptly upon receipt. In the event that
any of the Products when delivered to DISTRIBUTOR, do not conform to
Manufacturer's warranty as set forth in Section 3(c) hereof, or such Products
or their packaging is damaged, recipient shall notify Manufacturer as to such
condition in writing, and shall provide Manufacturer with a reasonable
opportunity to inspect such Product(s). DISTRIBUTOR'S failure to discover
non-conforming Products or to notify Manufacturer shall not negate
Manufacturer's warranties set forth in this Agreement or in any other written
Manufacturer document. If DISTRIBUTOR does not reject a shipment of Product(s),
within Five (5) days of delivery to the end user, such shipment will be deemed
to have been accepted. Manufacturer shall either replace or shall refund the
invoice price associated with any Products which do not conform to
Manufacturer's warranty, upon the return of such Products to Manufacturer under
written authorization of Manufacturer.
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All transportation charges for the return of such Products shall be paid by
Manufacturer, if the Manufacturer's inspection confirms that such Product(s) do
not conform to the warranty in Section 3(c). Payment for the Product(s) prior to
inspection by recipient shall not constitute acceptance thereof and is without
prejudice to any claims that recipient may have against Manufacturer under this
Section 5.
6. RETURNED PRODUCTS
(a) Pre-authorized Returns: In the event that (I) the Manufacturer fails to
correctly process the DISTRIBUTOR'S order for the Product(s), or (II) Product(s)
are unsalable due to being obsolete upon receipt by Distributor, or (III) the
Product(s) are subject to an injunction or governmental order or regulation
which substantially limits the marketability of the Product(s), or (IV) the
marketability of the Product(s) is limited as a result of an act or omission of
the Manufacturer, or (V) upon receipt, the Products are subject to expiration
dating and have a remaining "shelf life" of less than 60% (limited to Product(s)
with ninety (90) days "shelf life" or greater), or the Product(s) are rejected
in accordance with Section 5, above, then DISTRIBUTOR shall have the right to
return the affected Product(s) to the Manufacturer and receive replacement of
such Product(s), or, in the event that the Manufacturer determines in good faith
that the Product(s) cannot be replaced, the DISTRIBUTOR will receive a refund of
the invoice amount for such Product(s). All transportation charges resulting
from the return of Product(s) to the Manufacturer pursuant to section 6(a) shall
be paid by the Manufacturer.
(b) Other Returns: The DISTRIBUTOR shall otherwise not have the right to
return the Product(s) to the Manufacturer, without the written authorization of
the Manufacturer. The Manufacturer will accept return only on Product(s)
authorized by the Manufacturer in writing to be returned.
7. EXCUSABLE DELAYS
The Manufacturer will fill routine orders within 5 days. For unusually large
orders of any Product(s), greater than the last 3 months orders combined from
DISTRIBUTOR, the Manufacturer will fill the order within 21 days. For
instrument orders larger than 250 units, the Manufacturer requires a sixty (60)
day lead time notification. The Manufacturer shall not be charged with any
liability for delay or non-delivery of Product(s) when due to delays of
suppliers, acts of God or the public enemy, compliance in good faith with any
applicable foreign or domestic governmental regulation or order, whether or not
proven to be valid, riots, labor disputes, unusually severe weather or any
other causes beyond the reasonable control of the Manufacturer, only during the
period such condition continues and the reasonable period thereafter necessary
for the Manufacturer to recover from the effects thereof (including without
limitation repair or replacement of facilities and equipment and the
fulfillment of unfulfilled orders). The Manufacturer shall give DISTRIBUTOR
written notification of any material or indefinite delay due to such causes. In
the event of demand which exceeds the Manufacturer's ability to meet such
demand for Product(s), Manufacturer may allocate the supply of Product(s) among
its customers in the manner deems most appropriate.
8. DISCLAIMER
The warranties extended from Manufacturer to DISTRIBUTOR are limited to the
express warranties set forth in Section 3 and 5 above and such other warranties
as described in such Sections. The Manufacturer discloses all other warranties,
expressed or implied, including, but not limited to, the implied warranties of
merchantability and fitness for a particular purpose.
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9. LIMITATION OF LIABILITY
Manufacturer disclaims liability for all consequential damages in any form,
even though Manufacturer may have been advised or may otherwise know of
possibility of such damages, except as otherwise expressly provided for in this
Agreement, provided, however, the foregoing shall not limit in any way
Manufacturer's indemnity set forth in Section 11(a) in respect of third party
claims. Nothing in this Agreement shall make Manufacturer liable beyond the
expressed limitations of this warranty (Section 9), including any claims for
breach of contract, lost receipts or profits, business interruptions, or any
other tangible business loss, except as otherwise expressly provided for in
this Agreement. DISTRIBUTOR shall not be liable to Manufacturer for any
incidental or consequential damages including lost profits from any cause,
except as otherwise expressly provided for in this Agreement.
10. CONFIDENTIALITY
Except as expressly otherwise provided in this Agreement, during the term
hereof and for five (5) years from the date this Agreement expires or
terminates, each party shall hold in confidence and not use or disclose to any
third party (other than employees of such party similarly bound, provided such
disclosure is in furtherance of this Agreement) any product, technical,
marketing, financial, business or other proprietary information of the other
that is noted as "Confidential" at the time of disclosure (and promptly reduced
to writing if orally disclosed) and labeled as "Confidential" obtained by such
parties pursuant to this Agreement
Nothing contained herein will in any way restrict or impair either party's
right to use, disclose, or otherwise deal with any confidential information
which at the time of its receipt:
(a) is generally available in the public domain, or thereafter becomes
available to the public through no improper act of the receiving party; or
(b) is known to recipient at the time the information is received or becomes
known to recipient from a source other than the discloser, which source did not
receive such information directly or indirectly from the discloser; or
(c) is furnished by the discloser to others, without restrictions as to the
other recipient's right to use or disclose; or
(d) is approved for release in writing by the discloser; or
(e) is independently discovered, created, or developed by recipient; or
(f) is required to be disclosed by law or a valid order of court, providing that
the party disclosing such information seeks confidential treatment of
information so disclosed, to the extent available.
11. INDEMNIFICATION
(a) The Manufacturer hereby agrees to defend, indemnify and hold harmless
DISTRIBUTOR, its customers, agents, affiliates and subsidiaries, and the
officers, directors, and employees of each of them (collectively "Indemnities")
from and against any and all damages, losses, expenses, costs, claims, judgments
and liabilities, including reasonable attorney's fees, incurred by any of the
indemnities except to the extent caused by the negligence, recklessness or
willful misconduct of the respective indemnities arising from or in connection
with (i) ("Claims") that indemnities possession, use, promotion, marketing,
distribution, sale, or delivery of the Product(s) constitutes unfair trade
competition or the infringement of any invention or invasion of the proprietary
rights of any third party, including without limitation, the infringement of any
rights of third parties under laws relating to trademarks, trade names, trade
secrets, copyrights, patents or the violation of any
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copyright laws or any other applicable, federal, state or local laws, rules or
regulation; (II) any bodily injury or property damage to a third party caused by
the use or possession of the Product(s), provided, that the Manufacturer shall
not indemnify the DISTRIBUTOR in respect of bodily injury or property damage
caused by use of the Products that is not the proper use of such Products in the
application for which such Products were intended by the Manufacturer,
modification of Products without the Manufacturer's prior written approval or
the subjecting of Products by the DISTRIBUTOR or the end-user customer to
shipment, storage or use conditions other than those recommended by the
Manufacturer; (III) the negligence, recklessness, or willful misconduct of the
Manufacturer, its officers, directors, and employees; (IV) the breach of any
representation, obligation or warranty of the Manufacturer contained herein; (V)
a recall of the Product(s); (VI) the label, labeling, promotional literature, or
other information concerning products provided by Manufacturer.
(b) DISTRIBUTOR shall indemnify and hold harmless Manufacturer and its
affiliates, and their officers, directors, employees, sales persons and other
agents against any and all claims, demands, damages, losses, costs and other
expenses, including reasonable attorney's fees, sustained by Manufacturer by
reason of (I) any warranty or representation, expressed or implied, made by
DISTRIBUTOR, its affiliates, subsidiaries, officers, directors, and employees of
each of them, except for those representations and warranties relating to
Products that are expressly made by Manufacturer, appearing in Manufacturer's
labeling or literature or are expressly approved in writing by Manufacturer;
(II) any failure of DISTRIBUTOR, its affiliates, subsidiaries, directors,
officers, and employees of each of them to comply with DISTRIBUTOR'S obligations
under this Agreement, include without limitation any failure to comply with
applicable laws and regulations; and (III) any negligent, reckless, or willful
misconduct on the part of DISTRIBUTOR, its affiliates, subsidiaries, officers,
directors, and employees of each of them.
12. TERMINATION
(a) The term of this Agreement shall commence on July 6, 1998 and shall extend
for one year thereafter, and continue automatically for successive one (1) year
periods with agreed upon volume commitments as outlined in Attachment C, unless
terminated upon notice by either party at least thirty (30) days prior to the
end of the existing term. This Agreement may be terminated for any reason by
either party upon thirty (30) days written notice.
(b) This Agreement shall terminate, without notice; (I) upon the institution by
or against either party of insolvency, receivership or bankruptcy proceedings or
any other proceeding for the settlement of either party's debts; (II) upon
either party's making an assignment for the benefit of creditors; and (III) upon
either party's dissolution.
(c) Upon termination of this Agreement: (I) all licenses to DISTRIBUTOR shall
terminate and all trade names, patents, designs, drawings, copyrights,
trademarks, formulas, trade secrets, or other data, photographs, samples,
literature, and sales aids of every kind shall remain the property of the
Manufacturer; (II) and DISTRIBUTOR shall prepare all such items in its
possession with reasonable promptness for shipment, (F.O.B. the shipping point),
as the Manufacturer may direct, at the Manufacturer's expense; (III) neither
Manufacturer nor DISTRIBUTOR shall make or retain copies of any confidential
items or information of which either party may have been entrusted by the other
party; (IV) effective upon termination of this Agreement, DISTRIBUTOR shall
cease immediately the use of any and all trademarks or trade names of the
Manufacturer.
(d) Upon termination of this Agreement, with or without cause, DISTRIBUTOR may
sell any remaining inventory of the Product(s) unless Manufacturer notifies
DISTRIBUTOR that the Manufacturer will, within thirty (30) days from the date of
termination, repurchase at DISTRIBUTOR'S cost, DISTRIBUTOR'S remaining inventory
of Product(s).
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13. MARKS
(a) The Manufacturer grants the DISTRIBUTOR permission to use Product's
trademarks, trade names, insignia symbols, identification and logo owned
by the Manufacturer or which the Manufacturer is permitted to use
("Marks") in its advertising and promotions provided that all such
advertising and promotion using Marks or any references thereto shall:
(i) conform to current written Manufacturer standards and guidelines,
with the respect to but not limited to style, appearance and manner
of use of Marks (the "Guidelines");
(ii) be submitted in writing to the Manufacturer for review and the
Manufacturer's written approval (which approval may be withheld or
revoked for any reason). If any use by the DISTRIBUTOR does not
conform to the Manufacturer Guidelines, then the Manufacturer may
require the DISTRIBUTOR to submit materials using or referring to
Marks for republication review; and
(iii) clearly separate any non-product items or Marks of others, shown or
identified, from Marks or Products, (Marks are not to be used in the
DISTRIBUTOR'S advertising and promotion in any way to imply the
Manufacturer's endorsement of or in connection with non-Manufacturer
products or services).
(b) The DISTRIBUTOR will not alter or remove any Mark applied to the Products
without written approval of the Manufacturer. Nothing in this Agreement
shall grant to the DISTRIBUTOR any rights in the Marks of the Manufacturer.
(c) No product, copyright, software, technology licenses, express or implied,
or any licenses of any kind, other than for the distribution and sale of
the Products within the terms and conditions of this Agreement, are
granted by the Manufacturer to the DISTRIBUTOR hereunder.
14. MISCELLANEOUS
(a) The Manufacturer and the DISTRIBUTOR agree that the DISTRIBUTOR is an
independent contractor and that this Agreement does not establish either the
Manufacturer or the DISTRIBUTOR as an agent, partner, joint venture, employee,
servant, or legal representative of the other for any purpose whatsoever.
Neither the Manufacturer nor the DISTRIBUTOR is granted any right or authority
to assume or create any obligation or responsibility, expressed or implied, on
behalf of the other in any manner whatsoever.
(b) The Agreement is executed in duplicate and shall be governed by the laws of
the State of California.
(c) This Agreement embodies the entire Agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof, with the exception of the McKesson Buying Terms
Form previously executed by the Manufacturer. No subsequently delivered
invoice, purchase order, acknowledgment, confirmation, standard terms and
conditions or similar document, whether submitted in writing, electronically, or
via facsimile, containing terms inconsistent herewith shall be effective to
amend or modify this Agreement, unless such document expressly states the
intention to do so and is signed by both parties hereto.
(d) No modification, change, or amendment to the Agreement, nor waiver of any
rights in respect hereto, shall be effective unless in writing and signed by
both parties. The waiver of any breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
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(e) Any notice or report required or permitted by this Agreement shall be deemed
given if delivered personally, or sent by either party to the other by
registered or certified mail, postage prepaid, addressed to the other part at
its principal business address given hereunder.
(f) Neither party shall assign the Agreement nor any rights hereunder without
the prior written consent of the other party. The Agreement shall bind and inure
to the benefit of the respective parties hereto and their heirs, personal
representatives, successors and permitted assignees.
(g) The headings appearing at the beginning of the numbered sections hereof
have been inserted for convenience only and do not constitute a part of the
Agreement.
(h) If any section of this Agreement is declared invalid by any court of
competent jurisdiction or other governmental agency having jurisdiction over
either party, such declaration shall not affect the validity and
enforceability of the other sections.
(i) This Agreement may be executed in counterparts, each of which constitute an
original and all of which shall constitute one instrument.
AGREED TO AND ACCEPTED BY:
Manufacturer: Distributor:
CHOLESTECH CORPORATION MCKESSON DRUG COMPANY
Signature /s/ ROBERT DOMINICI Signature /s/ GARY V. HALICK
----------------------- -----------------------------
By: Robert Dominici By: Gary V. Halick
Title: Executive Vice President Title: Vice President, Home Health Care
Date: August 18, 1998 Date: August 19, 1998
Cholestech McKesson Drug Company
3347 Investment Blvd. One Post St.
Hayward, CA 94545 San Francisco, CA 94104-5296
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ATTACHMENT "A"
PRICE LIST
Price list attached.
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ATTACHMENT "C"
McKesson Drug Company will target a minimum purchase shipment of L.D.X.
Systems and Test Cassettes according to the following quarterly schedule:
COMBINED
LDX SYSTEMS TESTS $ VOLUME
- --------------------------------------------------------------------------
First 12 months:
Q1 *** *** $ ***
Q2 *** *** $ ***
Q3 *** *** $ ***
Q4 *** *** $ ***
----- ------- ----------
Total *** *** $ ***
**SEE ATTACHMENT "A" FOR McKESSON DRUG COMPANY PRICE LIST**
Units may vary depending on market conditions. However dollar volume must remain
fixed or increase. Manufacturer must submit a rolling quarterly forecast
commencing at the start of each quarter. DISTRIBUTOR IS ELIGIBLE FOR THE
ATTACHED FUNCTIONAL DISCOUNT SCHEDULE FOR AN ADDITIONAL .03% MARGIN WHICH HAS
BEEN BUILT INTO THE ABOVE DOLLAR VOLUME AND PRICE LIST.
It is understood and agreed that the target amount specified in this attachment
shall not constitute a binding purchase commitment by McKesson.
*** denotes material that has been omitted pursuant
to a request for confidential treatment and has
been filed with the S.E.C. separately
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CHOLESTECH L-D-X(R) SYSTEM CONFIDENTIAL
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McKESSON PRICE LIST EFFECTIVE MAY 15, 1998
Catalog No. Description Unit Price
- ----------- ----------- ---- -----
ANALYZER
19-959 Cholestech L-D-X System 1 Each $ ***
Includes: Analyzer, Printer, Power Supply, Starter Pack, Optics Check
Cassette, User Manual, Procedure Manual and Training Video
00-001 1 Year Extended Warranty Program for Cholestech L-D-X Analyzer 1 Each $ ***
00-002 2 Year Extended Warranty Program for Cholestech L-D-X Analyzer 1 Each $ ***
00-003 3 Year Extended Warranty Program for Cholestech L-D-X Analyzer 1 Each $ ***
TEST CASSETTES (ORDER IN CASE LOTS ONLY -- 5 BOXES EACH)
10-986 TC (Total Cholesterol) 1 case (5 Boxes of 10 Cassettes) $ ***
10-988 TC and Glucose 1 case (5 Boxes of 10 Cassettes) $ ***
10-987 TC and HDL Panel 1 case (5 Boxes of 10 Cassettes) $ ***
10-990 TC-HDL-GLU Panel 1 case (5 Boxes of 10 Cassettes) $ ***
10-989 Lipid Profile 1 case (5 Boxes of 10 Cassettes) $ ***
10-991 Lipid Profile plus Glucose 1 case (5 Boxes of 10 Cassettes) $ ***
QUALITY CONTROL MATERIALS
10-987 Level 1 and Level 2 Control Materials (1 vial each) 2 Vials, 2 ML each $ ***
10-983 Level 1 and Level 1 Control Materials 1 Case (10 Boxes of 6 vials,
(3 Vials Level 1 and 3 Vials Level 2) 2 mL Each) $ ***
10-228 Optics Check Cassette with Case 1 Each $ ***
ACCESSORIES
10-965 Seiko Smart Label(TM) EZ30, IBM Compatible 1 Each $ ***
10-966 Seiko Smart Label(TM) Printer EZ30, Macintosh Compatible 1 Each $ ***
10-976 White Labels for the Seiko Smart Label(TM) Printer EZ30 2 Rolls, 130/Roll $ ***
10-903 Cholestech Printer Handi-Pak (4 rolls of single ply paper and 2 ribbons) 1 Each $ ***
10-926 Cholestech Printer 2-Ply Carbonless Paper 4 Rolls $ ***
10-009 Cholestech L-D-X Power Supply 1 Each $ ***
10-958 RS232 Adapter Kit 1 Each $ ***
11-011 Seiko Smart Label(TM) Printer EZ30 Adapter Kit 1 Each $ ***
10-973 Carrying Case 1 Each $ ***
DISPOSABLE SUPPLIES
10-972 Starter Pack: 1 vial each 50 Capillary Tubes and Plungers, 1 Each $ ***
1 Bag of 50 Pipette Tips, 50 Lancets, 1 Mini-Pet Pipette,
and Accessory Tray
10-940 Capillary Tubes (Plastic Clad) 1 case (5 Vials of 50 each) $ ***
10-311 Capillary Plungers 1 case (5 Vials of 50 each) $ ***
01-606 Microtainer(TM) Lancets Box of 50 $ ***
11-000 Mini-Pet Pipette 1 Each $ ***
11-010 Pipette Tips Bag of 50 $ ***
EDUCATIONAL MATERIALS
10-995 Cholestech L-D-X User Manual 1 Each $ ***
11-014 Cholestech Procedure Manual (CLIA '88') 1 Each $ ***
01-538 Training Videl 1 Each $ ***
00-940 "Understanding Your Blood Cholesterol Test" Brochure (Fasting-red) 1 Pack (50 each) $ ***
00-941 "Understanding Your Blood Cholesterol Test" Brochure(Non Fasting-blue) 1 Pack (50 each) $ ***
00-939 "Is Your Heart At Risk" HDL Pamphlet 1 Pack (50 each) $ ***
01-207 Fingerstick Tip Technique Pad 1 Pad $ ***
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[CHOLESTECH LOGO]
*** denotes material that has been omitted pursuant
to a request for confidential treatment and has
been filed with the S.E.C. separately
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Attachment "C" Continued
FUNCTIONAL DISCOUNTS FOR
NATIONAL DISTRIBUTORS
In the event the Distributor offers vendor marketing programs, preferred
vendor programs, select vendor initiatives, prime alliance programs, elite
programs, enhanced marketing vehicles, and/or programs offering enhanced sales
compensation packages, Cholestech agrees to provide an additional discount of
03%. This additional discount will be provided upon completion of the fiscal
year in which Cholestech and the Distributor have successfully participated in
such program(s) and will be paid as a fee within thirty (30) days from the close
of Cholestech's fiscal year. A 1.5% interest rate will be applied monthly to any
amounts not paid within (30) thirty days.
Such programs will minimally provide but not be limited to the following:
Point-Of-Sale monthly reports to Cholestech.
Cholestech Product line emphasis.
Sales compensation programs and incentives.
Preferred vendor status.
Marketing programs and emphasis.
Focus and Exposure in corporate newsletters.
National account support.
Participation opportunity at all Distributor sales meetings (National, area
and/or regional) with no or minimal additional costs to Cholestech.