Exhibit 10.68
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EXCLUSIVE INDEPENDENT CONTRACTOR
AGREEMENT
FOR
PROJECT SENTINEL
BETWEEN
CLINICAL REFERENCE LABORATORY, INC.
AND
CALYPTE BIOMEDICAL CORPORATION
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= CONFIDENTIAL =
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The symbol '[**]' is used to indicate that a portion of the exhibit has been
omitted and filed separately with the Committee.
TABLE OF CONTENTS
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SECTION PAGE
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1 Structure of Relationship................................................................................1
1.1 General.........................................................................................1
1.2 Duties of CRL...................................................................................2
1.3 Duties of Calypte...............................................................................4
1.4 Supply of the Reagents..........................................................................4
1.5 Pricing and Allocation of Revenue...............................................................4
1.6 Independent Management..........................................................................4
1.7 Marketing and Promotion.........................................................................4
2 Duration of Agreement....................................................................................4
2.1 Term............................................................................................4
2.2 Termination by Mutual Consent...................................................................4
2.3 Termination for Cause...........................................................................5
2.4 Completion of Testing...........................................................................5
2.5 Survival of Rights and Obligations..............................................................5
3 Non-Competition and Exclusivity..........................................................................5
3.1 Limitation on Competing Activities..............................................................5
3.2 Use of Trademarks...............................................................................6
3.3 License of Technology...........................................................................6
4 Confidentiality of Information...........................................................................6
4.1 Non-Disclosure of Confidential Information......................................................6
4.2 Exceptions......................................................................................6
4.3 Return or Destruction of Confidential Information...............................................7
4.4 External Communications.........................................................................7
5 Insurance and Indemnification............................................................................7
5.1 Insurance.......................................................................................7
5.2 Indemnification.................................................................................7
6 Representations and Warranties...........................................................................8
6.1 Corporate Status................................................................................8
6.2 Binding Effect..................................................................................8
6.3 No Default......................................................................................8
6.4 Effect of Agreement.............................................................................8
7 Miscellaneous............................................................................................9
7.1 Governing Law...................................................................................9
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EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT PAGE i
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7.2 Entire Agreement................................................................................9
7.3 Severability....................................................................................9
7.4 Force Majeure...................................................................................9
7.5 Non-Assignment..................................................................................9
7.6 Amendments.....................................................................................10
7.7 Notices........................................................................................10
7.8 Waivers........................................................................................10
7.9 Captions.......................................................................................10
7.10 Proper Business Practices......................................................................10
7.11 Counterparts...................................................................................10
SCHEDULE 1.4 INITIAL PRICES FOR REAGENTS....................................................................11
SCHEDULE 1.5 PRICING AND ALLOCATION OF REVENUE..............................................................12
EXHIBIT A PROJECT SENTINEL DESCRIPTION...................................................................13
EXHIBIT B FORM OF TESTING AGREEMENT......................................................................15
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EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT PAGE ii
THE SYMBOL '[**]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
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EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT
------------------------------------------
THIS EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT (the "AGREEMENT") is
made as of January 21, 2000 (the "EFFECTIVE DATE") between CLINICAL REFERENCE
LABORATORY, INC., a Kansas corporation ("CRL"), and CALYPTE BIOMEDICAL
CORPORATION, a Delaware corporation ("CALYPTE") (collectively, the "PARTIES").
R E C I T A L S
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A. Calypte is a manufacturer of in vitro diagnostic tests, in particular
urine tests for the detection of HIV-1 antibodies, and is the owner of
certain proprietary technology related to such tests (the
"TECHNOLOGY").
B. CRL is a provider of in vitro diagnostic testing services, licensed
throughout the United States to perform HIV-1 and other tests.
C. The Parties have identified a commercial opportunity to provide to
clinics, physicians and other healthcare providers (collectively,
"PROVIDERS") a national urine testing service for the diagnosis of
HIV-1 and other STD infections ("PROJECT SENTINEL"), more fully
explained in Exhibit A hereto. The Parties acknowledge that Project
Sentinel shall only include offering such tests to Providers and not
the general public, as neither Party is in the business of providing,
or has the capability to provide, pre- and post-testing counseling to
the general public nor proper reporting of test results to governmental
authorities as required by applicable law.
D. The Parties desire to set forth the terms and conditions upon which
they shall act as independent contractors on an exclusive basis to
pursue Project Sentinel.
A G R E E M E N T S
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NOW, THEREFORE, the Parties agree as follows:
1 STRUCTURE OF RELATIONSHIP
1.1 GENERAL. Subject to the terms and conditions hereof, (i) Calypte hereby
engages the services of CRL as specified herein and CRL undertakes to
provide such services as an independent contractor, (ii) Calypte
undertakes to perform the services specified herein, and (iii) Calypte
shall promote urine STD clinical testing services such as those
embodied in Project Sentinel exclusively with CRL, as provided herein
to permit CRL to provide such services. This Agreement creates
contractual rights between the Parties only, and shall not be deemed to
create or give rise to a partnership, trust, joint venture, or other
legal entity. For all purposes, the Parties shall be considered as
independent contractors and shall not be deemed to be
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partners, joint venturers, agents or affiliates of each other. This
Agreement does not grant, and no Party shall have, any authority,
express or implied, to create or assume any obligation, enter into any
agreement, make any representation or warranty, file any document with
any governmental body or serve or accept legal process on behalf of the
other, to settle any claim by or against the other, or to bind or
otherwise render the other liable in any way.
1.2 DUTIES OF CRL. CRL shall use commercially reasonable efforts to provide
the following services to Calypte for Project Sentinel:
1.2.1 Assemble Collection Kits (as defined in Exhibit A hereto) and
distribute Collection Kits to Providers.
1.2.2 Obtain a properly and fully completed, executed Testing
Agreement (in substantially the form as set forth in Exhibit B
hereto) from Calypte, Wampole Laboratories ("WAMPOLE") or
Providers prior to receiving, administratively processing,
testing or reporting the results of Specimens (as defined in
Exhibit A hereto).
1.2.3 Receive and administratively process all Specimens in
accordance with CRL's then-current standard procedures,
PROVIDED that each Specimen shall only be identified by bar
code number as further provided in Exhibit A hereto.
1.2.4 Perform requested diagnostic tests on Specimens in accordance
with Calypte's written directions (which must be commercially
reasonable and satisfactory to CRL), applicable law and
regulations, and standard clinical laboratory practices.
1.2.5 Report Specimen test results to the relevant Provider via fax,
e-mail or as directed by the Provider.
1.2.6 Assess and implement sampling and testing logistics for
chlamydia and gonorrhea.
1.2.7 Bill customers pursuant to Section 1.5 hereto, PROVIDED that
Calypte acknowledges that CRL shall not be responsible for
risk of non-payment or collection efforts, and that CRL
accordingly does not guarantee payment by Providers or any
other party. CRL shall, however, use commercially reasonable
efforts to obtain payment. If CRL does not pursue payment,
then Calypte reserves the right to pursue payment at its sole
expense and for its sole benefit.
1.2.8 Provide sales reports to Calypte within thirty (30) working
days of the end of each month and apportion revenues for a
given month within forty five (45) working days of the end of
that month between the Parties in accordance with Section 1.5
hereof.
1.2.9 Such other duties as the Parties may mutually agree in writing
to be performed by CRL.
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1.3 DUTIES OF CALYPTE. Calypte shall use commercially reasonable efforts to
perform the following services for Project Sentinel:
1.3.1 Manufacture and provide HIV-1 Urine EIA and Urine Western Blot
(the "REAGENTS") for supply to CRL pursuant to Section 1.4
hereof. Calypte warrants that the Reagents, when used
according to the directions printed in the then-current
package insert, shall meet the performance claims listed
therein and shall be fit for the purposes intended for Project
Sentinel.
1.3.2 Create, ensure compliance with applicable law and arrange for
printing of all collateral materials including, but not
limited to, brochures and advertising materials.
1.3.3 Use commercially reasonable efforts to develop additional
urine-based testing methods and supplemental applications for
urine STD testing. Upon the availability of such new tests,
the parties shall negotiate in good faith the terms by which
these new tests would be incorporated into Project Sentinel.
1.3.4 Conduct, oversee and bear all costs associated with
telemarketing for Project Sentinel.
1.3.5 Ensure that CRL is the exclusive provider of the services
specified in Section 1.2 for Project Sentinel.
1.3.6 Such other duties as the Parties may mutually agree in writing
to be performed by Calypte.
1.4 SUPPLY OF THE REAGENTS [**]
1.5 PRICING AND ALLOCATION OF REVENUE. The initial pricing for the
Collection Kits and testing services to be provided under Project
Sentinel is set forth in Schedule 1.5 hereto. Given that Project
Sentinel would not be possible without the contributions of each of
the Parties, the Parties shall jointly make all pricing
determinations for the products and services provided to Providers
under this Agreement, including without limitation any amendment to
Schedule 1.5 during the term hereof, subject to Section 1.4 hereof.
CRL shall, on a monthly basis, allocate the revenues received under
Project Sentinel in the manner set forth in Schedule 1.5 hereto and
Section 1.2.8 hereof. Any adjustments to such allocations shall
require the mutual written agreement of both Parties, PROVIDED that
any increase in customer pricing, without a corresponding written
agreement to the contrary, shall result in a proportional increase
for all areas of allocation, subject to Section 1.4 hereof. CRL may
offset against amounts due to Calypte pursuant to this Section 1.5
for amounts payable by Calypte to CRL hereunder.
1.6 INDEPENDENT MANAGEMENT. Except as expressly provided in this Agreement,
CRL shall have exclusive decision-making authority relating to all
services provided by CRL hereunder and Calypte shall have exclusive
decision-making authority relating to all services performed by Calypte
hereunder.
1.7 MARKETING AND PROMOTION. [**]
2 DURATION OF AGREEMENT
2.1 TERM. This Agreement shall be effective as of the Effective Date and
shall be valid and continue in full force and effect for a period of
five (5) years or until terminated in accordance with Sections 2.2 or
2.3 hereof. After the expiration of the initial five (5) year
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period, this Agreement shall automatically renew for additional terms
of one (1) year each, unless either party provides written notice of
its intent not to renew this Agreement at least ninety (90) days prior
to the expiration of the then current term.
2.2 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated at any
time by the mutual written agreement of the Parties.
2.3 TERMINATION FOR CAUSE. Either Party may terminate this Agreement in the
event that the other Party is in material breach of a material
obligation under this Agreement and such breach is not remedied within
sixty (60) calendar days after written notice of such breach is
provided by the non-breaching Party to the Party in breach.
2.4 COMPLETION OF TESTING. Upon the expiration or termination of this
Agreement for any reason, (i) Calypte acknowledges and agrees that CRL
shall have the right and option to continue testing of Specimens,
including without limitation use of the Technology, for a reasonable
period of time (which at CRL's election may be at least until the
expiration date of Collection Kits distributed prior to the effective
date of the expiration or termination of this Agreement) to permit CRL
to complete testing of Specimens received in Collection Kits remaining
with Providers, (ii) CRL shall not be obligated to, but in its sole
discretion may, recall Collection Kits from Providers at any time after
sixty (60) calendar days from the expiration or termination date of
this Agreement, Calypte shall within thirty (30) working days of CRL's
invoice refund the portion of allocated revenues received by Calypte
related to such Collection Kits, (iii) CRL shall, as commercially
reasonable, immediately discontinue the assembly and distribution of
Collection Kits (as described in Exhibit A) which are specifically
designed for use solely with Project Sentinel, and (iv) Calypte shall
at CRL's request repurchase Reagents not used by CRL at the price paid
by CRL (PROVIDED that CRL shall use commercially reasonable efforts to
(A) utilize all Reagents prior to requesting any such repurchase, and
(B) notify Calypte as soon as is reasonably possible of any such
repurchase, with an estimate of the amount of such repurchase).
2.5 SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the
Parties pursuant to Sections 2.4, 3.3, 4 and 5.2 hereof shall survive
and continue after the termination of this Agreement. Termination of
this Agreement shall not relieve the Parties of any liability which
arose hereunder prior to the date of such termination nor preclude any
Party from pursuing all rights and remedies it may have hereunder or at
law or in equity with respect to any breach of this Agreement, nor
prejudice a Party's right to obtain performance of any obligation
provided for in this Agreement, which right expressly survives
termination.
3 NON-COMPETITION AND EXCLUSIVITY
3.1 LIMITATION ON COMPETING ACTIVITIES. [**]
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3.2 USE OF TRADEMARKS. Calypte at its cost shall obtain and maintain
U.S. Federal trademark or service mark registrations for "SENTINEL"
and/or any other trademarks, service marks or trade names which the
parties shall mutually determine to use for the promotion and
operation of Project Sentinel (collectively, the "MARKS"). During
the term of this Agreement and the completion period specified in
Section 2.4 hereof, Calypte grants to CRL an exclusive (except as to
Calypte and Wampole), royalty-free license to use the Marks for
Project Sentinel. Calypte warrants to CRL that (subject to obtaining
such registrations) it owns or will own the Marks and has or will
have the right to license their use to CRL, and that CRL's use of
the Marks shall not infringe the proprietary rights of any third
party. Each of the parties undertakes and agrees that, except as
otherwise may be agreed by them in writing, neither party shall use
the Marks (i) for any purpose during the term hereof other than
Project Sentinel, and (ii) for any purpose whatsoever after the
expiration or termination of this Agreement. For the avoidance of
doubt, Calypte agrees to not use the Marks after the expiration or
termination of this Agreement except with the written consent of CRL.
3.3 LICENSE OF TECHNOLOGY. During the term of this Agreement and the
completion period specified in Section 2.4 hereof, Calypte grants to
CRL a non-exclusive, royalty-free license to use the Technology for
Project Sentinel. Calypte warrants to CRL that to the best of its
knowledge it owns the Technology and has the right to license its use
to CRL, and that CRL's use of the Technology shall not infringe the
proprietary rights of any third party.
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4 CONFIDENTIALITY OF INFORMATION
4.1 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Each Party shall maintain
in confidence, and shall not use, disseminate or disclose for any
purpose whatsoever other than for the purposes of this Agreement, any
and all information (herein "CONFIDENTIAL INFORMATION"), whether oral
or written (including, without limitation, in electronic form),
furnished to it pursuant to this Agreement, or in connection with the
transactions contemplated by this Agreement including, but not limited
to, technical information, know-how, customer lists, trade secrets,
business strategy, financial data, development and manufacturing
processes and techniques, and all other confidential and proprietary
information of whatever description, and shall cause, instruct and
oblige its directors, officers, employees and agents and any other
person acting in concert with it or on its behalf and having access to
such Confidential Information to keep the same in confidence.
4.2 EXCEPTIONS. Notwithstanding the foregoing, no Party shall be obliged to
keep in confidence or incur any liability for disclosure of
Confidential Information received which (i) was already known to the
recipient at the time of its receipt, (ii) was permitted in writing to
be disclosed by the party from which it was obtained, (iii) was within
the public domain at the time of its disclosure to the recipient, (iv)
comes into the public domain without any breach of this Agreement, (v)
becomes known or available to the recipient other than as a result of
any breach of this Agreement by the recipient, or (vi) is validly
required to be disclosed by any applicable law, court or regulatory or
examining authority. Furthermore, in the event that a Party or anyone
to whom a party transmits the Confidential Information becomes legally
compelled to disclose any of the Confidential Information, such Party
shall provide the other Party with prompt notice of such so that the
other Party may seek an appropriate remedy and/or waive compliance with
the provisions of this Agreement. In the event that such a remedy is
not obtained, each Party shall furnish only that portion of the
Confidential Information that it is advised by written opinion of its
legal counsel to be legally required and shall exercise commercially
reasonable efforts to obtain such reliable assurance that confidential
treatment shall be accorded to the Confidential Information.
4.3 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon the expiration
or termination of this Agreement, each Party agrees to return any
Confidential Information and all copies thereof at the written request
of the Party which furnished such Confidential Information, or shall
procure that all tangible forms of such Confidential Information are
destroyed.
4.4 EXTERNAL COMMUNICATIONS. Except as reasonably necessary to effect a
Party's rights and obligations hereunder, without the prior written
consent of the other Party, each Party, its agents, representatives and
employees shall not disclose to any person or entity the terms,
conditions or other facts with respect to this Agreement, the
collaboration which is the subject hereof, or any transactions
contemplated hereby. However, either party is free to issue and may
disclose marketing or public relations information in an effort to
further or enhance the marketing/public relations aspect of Project
Sentinel. Such disclosing party shall
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provide a copy of any such information to the other party before any
information is disclosed to a non-party.
5 INSURANCE AND INDEMNIFICATION
5.1 INSURANCE. Each Party shall maintain policies of insurance (including
without limitation liability, auto, workers compensation and
professional negligence coverages) reasonably and prudently required
for the conduct of their respective business, as determined by the
individual Parties.
5.2 INDEMNIFICATION. Each Party (for purposes of this Section 5.2, an
"INDEMNIFYING PARTY") shall, to the extent permitted by applicable law,
defend, indemnify, and hold harmless the other Party and its respective
officers, directors, shareholders, employees, agents, independent
contractors, representatives and affiliates (for purposes of this
Section 5.2, collectively the "INDEMNIFIED PERSONS") from and against
any loss, damage, liability, cost or expense, including without
limitation reasonable attorneys' fees and disbursements incurred or
suffered by the Indemnified Persons, arising in connection with:
5.2.1 Any breach of a representation or warranty of the Indemnifying
Party as set forth herein;
5.2.2 Any breach by the Indemnifying Party of any of its covenants,
or failure by the Indemnifying Party to perform any of its
agreements or obligations, as set forth in this Agreement; and
5.2.3 Claims or demands arising out of or related to any fraud, bad
faith, willful misconduct or negligence of the Indemnifying
Party or any of its affiliates, respectively, or their
respective employees, agents or representatives, in connection
with this Agreement.
6 REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party, as of the
Effective Date, that:
6.1 CORPORATE STATUS. Such Party is a corporation duly incorporated and
organized and validly existing in all respects under the laws of the
jurisdiction of its incorporation, with full power and authority to
enter into, execute, deliver and perform its obligations under this
Agreement and to own its assets and to carry on its business as it is
now being conducted, and as currently planned to be conducted, and no
action has been taken or threatened (whether by such party or any third
party) for its liquidation, bankruptcy, receivership or analogous
process.
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6.2 BINDING EFFECT. Such Party's execution and delivery of, and the
performance of its obligations under, this Agreement has been duly and
validly authorized, and each of its obligations hereunder constitutes
its valid, legal and binding obligation enforceable against such Party
in accordance with such obligation's terms.
6.3 NO DEFAULT. Such Party is not in violation of or default under any term
of its articles of incorporation or analogous charter documents (as
applicable) or any provision of any agreement to which it is a party or
by which any of its assets or properties is bound, or to its knowledge
any provision of any judgment, decree, order, writ, statute, rule or
regulation applicable to it, which violation or default would
materially and adversely affect its performance hereunder.
6.4 EFFECT OF AGREEMENT. The execution and delivery by such Party of this
Agreement, and the performance or observance of any of its obligations
hereunder, does not and will not conflict with, nor does it and nor
will it result in any violation of or default under, any agreement to
which it is a party or by which any of its assets or properties is
bound, nor to its knowledge any provision of any judgment, order,
decree, writ, statute, rule or regulation applicable to it, which
violation or default would materially and adversely affect its
business, assets liabilities, financial condition or prospects.
7 MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement and the documents to be entered into
pursuant to it shall be deemed to have been made in the State of Kansas
and shall be governed by and construed and enforced in accordance with,
the internal laws of the State of Kansas.
7.2 ENTIRE AGREEMENT. This Agreement, including the Schedules and Exhibits
attached hereto, constitutes the entire agreement between the Parties
with respect to the subject matter hereof and supersedes and replaces
any and all previous negotiations, understandings, correspondence,
commitments and agreements, oral or written, with respect to such
subject matter.
7.3 SEVERABILITY. Any provision of this Agreement which shall be held to be
invalid, illegal, or unenforceable in any respect shall be ineffective
to the extent of such invalidity, illegality or unenforceability only,
without affecting or impairing in any way the remaining provisions
hereof. If at any time any provision of this Agreement is held to be
invalid, illegal, or unenforceable, then the Parties shall negotiate in
good faith to modify such provision so that it is valid, legal and
enforceable, and has the same intended economic effect as the original
provision.
7.4 FORCE MAJEURE. A Party shall not be liable to the other Party for
failure to perform any part of this Agreement, with the exception of
payment obligations, if such failure results from an act of God, war
conditions, revolt, revolution, sabotage, government, state or
municipal
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regulations or actions, embargo, fire, strike, or other labor trouble,
or any cause beyond such Party's reasonable control. Upon the
occurrence of any such event which results in, or will result in, delay
or failure to perform according to the terms of this Agreement, the
Party whose performance is delayed or prevented shall immediately give
notice to the other Party of such occurrence and the effect and/or
anticipated effect of such occurrence on the performance of such Party.
The Party whose performance is so affected shall use commercially
reasonable efforts to minimize disruptions in its performance and to
resume full performance of its obligations under this Agreement as soon
as possible.
7.5 NON-ASSIGNMENT. No Party may assign this Agreement or rights or
obligations hereunder, in whole or in part, without the written consent
of the other Party, which consent shall not be unreasonably withheld,
PROVIDED that either Party may transfer, assign and/or delegate its
rights and obligations hereunder to the purchaser of substantially all
of its assets (which for the avoidance of doubt shall permit the
acquisition of a controlling interest in the equity securities of
either Party by any person or entity and/or the merger of either Party
with any person or entity without the consent of the other Party) if
such purchaser undertakes in writing to the other Party hereto to
assume, observe and perform the obligations of such assigning Party,
and such assigning Party remains liable to the other Party hereto for
the full performance of such obligations. This Agreement shall be
binding on and shall inure to the benefit of any and all successors and
permitted assigns of either Party.
7.6 AMENDMENTS. No amendment, modification, revision or waiver of any
provision of this Agreement shall in any event be effective unless the
same shall be in writing and signed by both Parties hereto.
7.7 NOTICES. All notices under this Agreement shall be in writing and given
in person, first class registered mail or by Federal Express, Airborne
or other reputable delivery service, delivery costs prepaid, addressed
to the Parties at the addresses specified on the last page hereof, or
to such other address of which either Party may notify the other
pursuant to this provision. Any such notice or communication may also
be given by facsimile or other electronic communication to the
appropriate designation with confirmation of receipt. Notices sent by
mail shall be effective upon receipt; notices given by hand, delivery
service, fax, or other electronic communication shall be effective when
delivered and with confirmation of receipt.
7.8 WAIVERS. A Party shall not be deemed to have waived any right, power or
privilege under this Agreement unless such waiver is in writing and
signed by such Party. No waiver shall be deemed to be a continuing
waiver unless so stated in writing.
7.9 CAPTIONS. The captions appearing in this Agreement are inserted only as
a matter of convenience and as a reference and in no way define, limit
or describe the scope or intent of this Agreement.
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7.10 PROPER BUSINESS PRACTICES. No Party shall pay, promise, offer or
authorize payment of anything of value in any form to any person or
organization, either directly or indirectly, through an agent,
representative, subcontractor or other third party, to obtain or retain
business, where such payment, promise, offer or authorization is
contrary to applicable law. Each Party shall comply with all applicable
laws and regulations in the performances of its duties under this
Agreement.
7.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, CRL and Calypte have executed this Agreement as of
the date first written above.
CLINICAL REFERENCE LABORATORY, INC. CALYPTE BIOMEDICAL CORPORATION
BY: /s/ Timothy S. Sotos BY: /s/ Nancy E. Katz
------------------------- -------------------------------
Timothy Sotos Nancy Katz
Chairman & CEO President
ADDRESS: 8433 Quivera Road ADDRESS: 1265 Harbor Bay Parkway
Lenexa, Kansas 66215 Alameda, CA 94502
FAX: (913) 492-2057 FAX: (510) 814-8408
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SCHEDULE 1.4
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INITIAL PRICES FOR REAGENTS
[**]
SCHEDULE 1.5
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PRICING AND ALLOCATION OF REVENUE
[**]
EXHIBIT A
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PROJECT SENTINEL DESCRIPTION
[**]
EXHIBIT B
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TESTING AGREEMENT
REGARDING SENTINEL STD-TM- TESTING SERVICES
The undersigned agrees as follows:
- - The obligation of the Sentinel-TM- STD Testing Service is limited to
the reporting of test results. Pre- and post-test counseling of patients is the
sole responsibility of the party identified below.
- - It is the sole responsibility of the party identified below to comply
with local laws and regulations regarding the reporting of transmissible
diseases to health authorities.
- - The party identified below hereby certifies that it is authorized by
competent authorities to order HIV antibody and STD testing.
- - The party identified below hereby certifies that it is solely
responsible for compliance with applicable laws and regulations regarding
informed consent and confidentiality.
- - The party identified below acknowledges that it will receive results
that are identified only by bar-code number, and agrees not to submit samples
identified in any manner by patient name.
- - The party identified below accepts sole responsibility for compliance
with sample collection and transport instructions, and agrees to collect and
transport samples only with the materials provided.
- - The party identified below agrees to purchase the urine testing
services according to the pricing and delivery schedule indicated below.
Services will be invoiced monthly based for kits shipped in that month, and
payment will be made within 30 days of invoicing. Applicable sales taxes will be
charged on the invoice.
- - Kits which are unused or expired are not eligible for reimbursement or
replacement.
- - The party identified below understands that the Sentinel-TM- STD
Testing Service is intended for, and priced for, a typical mix of positive and
negative HIV antibody samples. The use of the Service purely as a means of
confirming positive samples is contrary to the spirit of the Service, and CRL
reserves the right to decline future orders from institutions that, in CRL's
sole opinion, misuse the Service in this manner.
NUMBER OF SAMPLE FREQUENCY OF
TEST SERVICE COLLECTION KITS PRICE SHIPMENT
- ------------ --------------- ----- --------
HIV-1 Antibody Only 25 550.00 __ this order only
________/month
HIV-1 Antibody Only 100 2,100.00 __ this order only
________/month
HIV-1 Antibody, Chlamydia and Gonorrhea 25 2,250.00 __ this order only
________/month
HIV-1 Antibody, Chlamydia and Gonorrhea 100 7,500.00 __ this order only
________/month
Chlamydia and Gonorrhea 25 1,750.00 __ this order only
________/month
Chlamydia and Gonorrhea 100 6,000.00 __ this order only
________/month
Purchase Order No._______________________
- --------------------------------------------------------------------------------
EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT PAGE 11
THE SYMBOL '[**]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
- --------------------------------------------------------------------------------
Clinical Reference Laboratories (CRL) agrees as follows:
1) CRL will process properly collected samples on a timely basis, and make
every effort to report results (including HIV-1 Antibody Western Blot
results if appropriate) within three working days of receipt of
samples, subject to delays beyond its control.
2) CRL will report results electronically according to the mechanism
identified below.
3) CRL will report results only by sample bar-code number.
4) CRL reserves the right to decline future orders from any Institution.
5) CRL shall ship collection kits with no less than 9 month remaining
shelf life.
- --------------------------------------------------------------------------------
EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT PAGE 12
THE SYMBOL '[**]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
- --------------------------------------------------------------------------------
EXHIBIT B
TESTING AGREEMENT REGARDING SENTINEL-TM- STD TESTING SERVICES
SHIP TO:
Company _____________________________________________________
Contact Name _____________________________________________________
Address _____________________________________________________
_____________________________________________________
City ______________________ State_________ Zip____________
( ) ( )
- ------------------- --------------------- ------------------------
Telephone Facsimile E-mail
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
BILL TO:
Company _____________________________________________________
Contact Name _____________________________________________________
Address _____________________________________________________
_____________________________________________________
City ______________________ State_________ Zip____________
( ) ( )
- ------------------- --------------------- ------------------------
Telephone Facsimile E-mail
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
BUSINESS INFOR:
Please check one: ____INDIVIDUAL ____PARTNERSHIP ____CORPORATION
FEDERAL TAX ID #/SOCIAL SECURITY # __________________ STATE INCORP.__________
TYPE OF BUSINESS ____________________________ DATE STARTED _______________
MAJOR VENDOR REFERENCE:
NAME______________________________________CONTACT_______________________
ADDRESS___________________________________PHONE_________________________
CITY________________________________STATE______________ZIP______________
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TEST RESULTS ARE TO BE COMMUNICATED EXCLUSIVELY TO THE ATTENTION OF:
Name__________________________________ Title________________________
Address______________________________________
_____________________________________________
City________________ State_________ Zip______ Telephone (_____)_______________
RESULTS ARE TO BE TRANSMITTED VIA Facsimile No. ( )
--- --------------------
(CHOOSE ONE) E-mail address
--- --------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The undersigned is authorized on behalf of the Institution named above to agree,
and hereby does agree, to the terms and conditions of this Sentinel-TM- STD
Testing Agreement
____________________ ________________________________________________________
Name State Medical License No., if Institution is a physician
Title_________________________________________
______________________________________________ ___________________________
Signature Date
- --------------------------------------------------------------------------------
EXCLUSIVE INDEPENDENT CONTRACTOR AGREEMENT PAGE 13
THE SYMBOL '[**]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION.