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EXHIBIT 10.1
Date: October 12, 1998
Molecular Circuitry, Inc.
VWR Scientific Products is prepared to move ahead on an agreement with Molecular
Circuitry, Inc. It is our understanding that beta sites are still under
development and upon resolution, we will work together to establish pricing for
the instrument and associated test kits.
After establishment of pricing, we will jointly develop six-month and annual
sales goals.
VWR Scientific Products also agrees to co-develop a program for sales and
marketing in conjunction with MCI.
The sales & marketing effort will consist of the following:
- Pre-introductory Phase
- Training
- Marketing Development
- Product Launch
- Annual Programs
- Dedicated Marketing Manager
- Trade Shows and Field Support
VWR also agrees to the following:
- VWR will invest approximately $800,000 during the first year
for the product launch. VWR will also invest $275,000 annually
for marketing, with a 4% inflation factor built in.
- VWR will not sell competing products
- VWR will purchase product from MCI and not on consignment
- VWR agrees to allow eight (8) beta sites to keep instrument at
end of test period
- VWR worldwide distributions rights (excluding North America)
will be subject to a review of sales volume by geographic area
and industry.
MCI responsibilities to include the following:
2
- Field support to assist in sales and service-number to be
determined
- Establishment of an agreed-upon warranty policy
- Quarterly business review with VWR
- Dedicated "key contact" for program
MCI agrees to the following conditions:
- VWR to receive world-wide distribution rights for the
instrument and test kits
- There will be no direct sale of the product
- Discounts after establishing price points will be:
1st Year
- 20% on instrument
- 30% on Test Kits
2nd Year-or after sale 3,000,000 Test Kits
(earliest of the two)
- 25% on instrument
- 33% on Test Kits
- Discounts include assumed 4% on freight and 1.5% inventory
shrinkage. Assumptions to be reviewed and adjusted annually.
- Price points to be reviewed at quarterly business reviews.
- Payment terms 45 days net.
- Three-year contract with automatic renewals based on
satisfaction of both parties. Agree to a six-month
cancellation clause in conjunction with this.
- Verification of product liability insurance in the amount of
$2,000,000.00. MCI also agrees to name VWR as additionally
insured on the policy.
- Adhere to VWR's Quality Supplier Requirements.
/s/ Herbert Lotman /s/ Robert R. Rosenfeld
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MOLECULAR CIRCUITRY, INC. VWR SCIENTIFIC PRODUCTS