Exhibit 10.7
AGREEMENT No. 99.06
ON TECHNICAL AND SCIENTIFIC PRODUCTION
DEVELOPMENT AND MANUFACTURE
Karlsruhe 05.05.1999.
BALTIC SCIENTIFIC INSTRUMENTS (BSI, LTD.) hereinafter referred to as the
PERFORMER, in the presence of President Dr. VLADIMIR GOSTILO, acting on basis of
Status of the company, on the one hand and BRUKER AXS ANALYTICAL X-RAY SYSTEMS
GMBH, hereinafter to as the CUSTOMER, in the presence of Managing Director Dr.
MARTIN HAASE, acting on basis of Status of the company, on the other hand have
concluded the present agreement on the following.
1. SUBJECT OF THE AGREEMENT
1.1. The CUSTOMER commits and the PERFORMER takes on himself development and
manufacture of X-Ray radiation spectrometer with thermoelectric cooling of Si
detector.
1.2. The task delivery term according to the agreement is 01.09.1999.
1.3. The acceptance and the valuation of the technical and scientific production
to be made according to the Technical Assignment to the task (Supplement 1),
which is an integrated part of the agreement.
2. THE COST OF THE TASK AND THE TERMS OF PAYMENT
2.1. As a payment for the task in according to the present agreement the
CUSTOMER will transfer to the PERFORMER USD [**].
2.2. 50% of the payment to be made after delivery of the prototype. 50% of the
payment to be made after successful test of the detector. The test has to be
completed latest 2 months after delivery. The acceptance test will be at Bruker
AXS in Karlsruhe. If the detector does not meet the specifications, the detector
will be returned to BSI and the second 50% payment will not be made.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [**] AND FILED
SEPARATELY WITH THE COMMISSION.
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3. THE TERMS OF THE ACCEPTANCE OF THE TASK
3.1. After the task is completed the PERFORMER presents to the CUSTOMER
technical acceptance document.
3.2. The delivery of spectrometer device is executed CPT-Karlsruhe. Production
code 903010900.
4. RESPONSIBILITIES OF THE PARTIES
The PERFORMER and the CUSTOMER are responsible for appropriate fulfillment of
the present agreement by their property according to legislation in force.
5. PERIOD OF VALIDITY AND LEGAL ADDRESSES OF THE PARTIES
5.1 Legal addresses and bank's data of the parties:
The PERFORMER: Ganibu dambis 26, P.O. Box 33, Riga,
LV-1005, Latvia;
CORRESPONDENT: S.W.I.F.T. code IRVT US 3N
CHIPS UID 33651
THE BANK OF NEW YORK, New York
BENEFICIARY'S BANK: ACCOUNT [**]
S.W.I.F.T. code PARXLV22CIT
Parex Bank, Riga
BENEFICIARY: ACCOUNT [**]
The CUSTOMER: OSTL. RHEINBRUCKENSTR. 50,
D-76187 KARLSRUHE
The supplements to the agreement: Technical Assignment (3 pages).
The PERFORMER [SEAL] The Customer
BALTIC
/s/ Vladimir Gostilo SCIENTIFIC /s/ Martin Haase 5.5.99
-------------------- INSTRUMENTS -----------------------
Vladimir Gostilo, Ph.D. Dr. Martin Haase
President Managing Director
BALTIC SCIENTIFIC INSTRUMENTS BRUKER AXS GMBH
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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[BSI LOGO] BALTIC SCIENTIFIC INSTRUMENTS
-----------------------------
Supplement 1
to the Contract No.99.06 dd 03.05.1999
X-RAY RADIATION SPECTROMETER
WITH THERMOELECTRICAL COOLING OF SI DETECTOR
Technical Assignment
1. APPLICATION OF THE DEVICE
X-Ray Radiation spectrometer based on Si detector with thermoelectric cooling
(further - spectrometer) is applied for X-Ray radiation conversion into electric
signals, their further amplification and analog filtration, registration,
accumulation, visualisation and spectra processing with PC of IBM-PC type. The
spectrometer should be suitable for attachment to a diffractometer manufactured
by Bruker AXS GmbH.
2. COMPLETE SET
Spectrometer should comprise:
X-Ray radiation Si detector with thermoelectric cooling (DS), with vacuum
chamber with thermoelectric cooler (TC) and Si detector, charge sensitive
preamplifier, electro discharge magnetic pump (MP), supply and signal transfer
connectors;
o spectrometrical device Multispectrum (MS), comprising analog processor,
analog digital converter, microprocessor device with buffer memory and
data transfer interface via RS-232, TC and MP supply unit, supply unit for
preamplifier, Si detector and all electronic assemblies;
o closed water cooling system for DS (SWC), comprising radiator with air
cooling and water pump.
3. TECHNICAL CHARACTERISTICS
1. Measuring X-Ray radiation energy range should be, keV 1.7+30 [**]
2. Energy resolution should be not worse than, keV for energy [**]
keV at input count rate not more than [**] pulses/s at
(tau)shaping = [**] (mu)s 280 [**]
Energy resolution should not be more than, eV for energy [**] keV 300 [**]
at input count rate, not less than [**] pulses/s at
(tau)shaping = [**] (mu)s
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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3. Conversion coefficient non-stability for energy [**] keV should
be not more than, %, [**]
4. Si detector sensitive surface area should be not less than,
mm(to the power of 2) preferable not less than, mm(to the power of 2) [**]
Detector sensitive area thickness should be not less than, mm [**]
Detector Be input window thickness, not more than, (mu)m [**]
5. Conversion coefficient non-stability in the operating
temperatures range (within +10 + 35)(degrees)C, at relative
humidity till 95%, should be not more than %/(degrees)C [**]
6. Operating mode setting up should be not more than, min [**]
7. Consumed power from alternative current circuit with frequency
[**] Hz and voltage [**] V
future versions should allow [**] V to [**] V with frequency
[**] Hz. [**]
should be not more than, Wt [**]
8. DS overall dimensions, mm [**]
9. MS overall dimensions, mm [**]
10. SWC overall dimensions, mm [**]
11. Water cooling pipes and cables length should be not less than, m [**]
12. ADC quantization levels quantity should be [**]
13. Buffer memory channel capacitance should be not less than [**]
14. Conversion function integral non-linearity, in 99% of full scale
should be not more than % [**]
15. Differential non-linearity, in 99% of full scale should be not
more than % [**]
16. There should be two analog processor shaping time constants:
1 - in the range, (mu)s
2 - in the range, (mu)s [**]
17. The device should include a TTL output signal connected to a
BNC connector. The TTL Signal should be discriminated to a
software-adjustable energy window. The precision of both lower
level and window width should be maintained within, % [**]
The load impedance should be [**]
18. The detector should have a positioning mark for the sensitive
surface area. [**]
19. The documentation should include a description of the protocol
on the RS232C connection between MS and PC.
4. COMPLETE DELIVERY SET
1. Si detecting unit
2. Spectrometry device Multispectrum
3. Electrical cables
4. Water cooling system
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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5. Water cooling system pipes
6. Passport and operator manual in english, including software package for
Windows 95, preferrable Windows NT 4.0.
7. Package
/s/ A. Sokolov [SEAL]
A. Sokolov BALTIC SCIENTIFIC INSTRUMENTS
Technical director
Baltic Scientific Instruments
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[LETTERHEAD OF BRUKER AXS]
LETTER OF UNDERSTANDING
Between
Bruker AXS GmbH
Ostliche Rheinbruckenstrasse 50
D - 76187 Karlsruhe
Baltic Scientific Instruments
Ganibu dambis 26, P.O. Box 33, Riga,
LV-1005, Latvia
Bruker AXS GmbH and Baltic Scientific Instruments are expressing their intention
to enter into an exclusive supply agreement for energy dispersive detectors for
the use in X-ray analysis. This letter is based on the AGREEMENT No. 99.06 ON
TECHNICAL AND SCIENTIFIC PRODUCTION DEVELOPMENT AND MANUFACTURE signed between
the two parties in Karlsruhe on May 5, 1999.
The following conditions are targeted by both parties.
1. Product as per specification of the AGREEMENT No.99.06
2. Price detector unit (CPD Karlsruhe): [**] US $ or less for the first
[**] units
[**] for unit [**]
3. Payment terms: 60 days net after delivery
4. Delivery time: 3 months ARO
5. Warranty: [**] after delivery
6. Worldwide Exclusivity: For the field of X-ray Diffraction
BSI will sell the detector only
via Bruker AXS GmbH
/s/ Vladimir Gostilo /s/ Martin Haase 5.5.99
-------------------- -----------------------
Vladimir Gostilo, Ph.D. Dr. Martin Haase
President Managing Director
BALTIC SCIENTIFIC INSTRUMENTS BRUKER AXS GMBH
Date: 05.05.99 page 1 of 1 File: Letter of Understanding.doc
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.