LABORATORY CORPORATION OF AMERICA HOLDINGS
("LABCORP")
MASTER AGREEMENT
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This Agreement between Ostex International, Inc.,(Ostex),
and Laboratory Corporation of America Holdings,
("Customer"), at LabCorp's option Customer shall also refer
to any or all of LabCorp's subsidiaries. "Customer" sets
forth the terms and conditions upon which Ostex
International, Inc. will sell to Customer and Customer will
purchase various diagnostic products. The parties agree as
follows:
A. In consideration of Customer purchasing from Ostex
International, Inc., the diagnostic products specified in
the attached Product Addendums during the term of this
Agreement, Ostex International, Inc. agrees to sell such
diagnostic products to the customer at the purchase prices
specified. This is a Primary Source Agreement between the
parties for products listed in the attached Addendums. This
Agreement supersedes all prior contracts between the
parties, and at LabCorp's option any prior contracts between
Ostex International, Inc. and LabCorp's subsidiaries.
B. Customer, on a reasonable efforts basis, will notify
Ostex International, Inc. in writing of all acquisitions,
additions, and location changes. All previous agreements,
between Ostex International, Inc. and the acquired Customer
sites will, at Customer's option, become null and void and
this Customer Agreement will take effect. All acquisitions
and additions shall be eligible for the current Customer
pricing.
C. The term of the Agreement shall commence on November 13,
1995 and remain in effect until November 12, 1996.
D. Seller shall ship to any Laboratory Corporation of
America Holdings laboratory which orders diagnostic reagent
who is authorized under this Agreement. Invoices should be
mailed to addresses as follows:
FORMER RBL LOCATION INVOICES TO:
Laboratory Corporation of America Holdings
Accounts Payable Department
Purchase Order Section, Caller 2280
Burlington, North Carolina 27216-2280
FORMER NHL LOCATION INVOICES TO:
Laboratory Corporation of America Holdings
Accounts Payable Department
P.O. Box Caller #1777
Burlington, North Carolina 27215
Payment is net thirty (30) days. Laboratory Corporation of
America Holdings is taxable based on shipment destination
and all applicable local/state taxes are the responsibility
of the customer. In those states where Seller collects local
state sales taxes, the Seller will add these taxes to the
invoices and remit to the appropriate taxing authority.
E. Shipment shall be made FOB Destination Freight Prepaid
and added to invoice.
F. Neither party shall assign or transfer this Agreement
without the consent of the other party, which consent shall
not be unreasonably withheld or delayed.
LABORATORY CORPORATION OF AMERICA HOLDINGS
MASTER AGREEMENT
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G. Notices and other communications permitted or required
under this Agreement will be deemed to be properly given if
in writing and either delivered by hand or mailed by First
Class U.S. Mail, postage prepaid, addressed to the parties
as follows:
SELLER: OSTEX INTERNATIONAL, INC.
Attn: Mr. Bill Strelke - VP Sales & Marketing
2203 Airport Way South Suite 301
Seattle, WA 98134
CUSTOMER: LABORATORY CORPORATION OF AMERICA HOLDINGS
Attn.: Mrs. Gail Page
112 Orange Drive
Elon College, NC 27244
Carbon Copy to
Attn.: Law Department
358 S. Main Street
Burlington, NC 27215
H. This Agreement may not be amended or modified except by
written agreement of both of the parties. If minimum
volumes or dollar expenditures specified in this agreement
are not met, the parties will attempt to reach a new
agreement as to prices. If no agreement is reached, Ostex
International, Inc. may, as it's sole and exclusive remedy,
terminate this agreement. In no event shall Customer be
liable for monetary damages.
J. Ostex International, Inc. will not be liable for any
failure to perform under this Agreement due to strikes,
fire, explosion, flood, riot, lock-out, injunction,
interruption of transportation, unavoidable accidents,
inability to obtain supplies at reasonable prices or
diagnostics products set forth in this Agreement of any
reason in this paragraph. Nothing shall prohibit Customer
from obtaining the same or similar products from any source
of Customer's choosing during the period that Ostex
International, Inc. is unable to perform under this
Agreement.
J. Ostex International, Inc. guarantees Customer the
products supplied shall not be adulterated or misbranded
within the meaning of the U.S. Food, Drug, and Cosmetic Act.
K. Ostex International, Inc. and Customer will conduct
quarterly business reviews to discuss technical performance
of all products included in this Agreement. In the event
that technical problems are identified or an Ostex
International, Inc. product is unavailable, the Customer
will notify Ostex International, Inc. of the problem in
writing, Ostex International, Inc. will, within the course
of ten (10) working days, identify an action plan to correct
the problem and deliver this, in writing, to Customer. If,
after an additional twenty (20) working days, progress is
not demonstrated in resolving the problem or product
performance does not meet package insert claims, then
Customer may discontinue use of that product without
affecting the terms and conditions of the Agreement.
LABORATORY CORPORATION OF AMERICA HOLDINGS
MASTER AGREEMENT
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L. This Agreement may be terminated by either party with or
without cause at any time with ninety (90) days written
notice unless there are quality or shipment problems. If
quality or shipment problems occur, then Paragraph K (K on
page 2) applies. Quality or shipment problems are defined
as inconsistent shipments, inadequate product availability,
products that do not meet package insert claims or
performance specifications as published in the
manufacturers' publications.
M. If an individual product becomes standardized across all
Laboratory Corporation of America Holdings laboratories,
both parties will negotiate a price change for that product
and amend or add a product addendum.
N. Items defined as products listed on Addendums or added
on addendums (added at a later date) will have guaranteed
pricing through the term of the agreement.
0. If any terms of this Agreement are not met by the
Customer and the parties cannot agree on a resolution, Ostex
International, Inc. may, as its sole and exclusive remedy,
terminate this Agreement.
P. Ostex International, Inc. warrants that during their
applicable shelf life, the test will conform with the
Specifications set forth in the package insert. No
disclaimer of warranties or attempt to limit Customer's
indemnification rights by Ostex International, Inc. shall be
effective.
Q. Vendor shall give Customer a 120 day written
notification of any product changes.
R. Ostex International, Inc. agrees to defend, indemnify,
and hold Customer and subsidiaries, directors, officers,
employees, and agents wholly harmless from and against third-
party claims, losses, lawsuits, settlements, demands,
causes, judgments, expenses, and cost (including reasonable
attorney fees) arising under or in connection with this
Agreement in the event that such cost and liabilities are
caused by a) Ostex International, Inc. breach of any of its
warranties in this Agreement, b) the failure of products to
function properly for Customer's intended use, c) any
negligence or willful misconduct of Ostex International,
Inc. , or d) any other liability resulting from Customer's
use of the products. However, such rights to indemnify
shall not apply to the extent that such claim, loss, lawsuit
or settlement results from Customer's sole negligence or
willful acts.
IF THIS AGREEMENT IS ACCEPTABLE, PLEASE SIGN BOTH ORIGINALS
AND RETURN ONE (1) ORIGINAL TO LABORATORY CORPORATION OF
AMERICA HOLDINGS.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By:(signature) Victoria Rautus
Title: National Director Diagnostic Contracts
Date: 11 January 1996
OSTEX INTERNATIONAL, INC.
By:(signature) Bill Strelke
Title: V.P. Sales and Marketing
Date: 11 January 1996
Rev 9/95
OSTEOMARK-Registered Trademark- PRODUCT ADDENDUM
DESCRIPTION UNIT OF CATALOG# LIST LabCorp
MEASURE PRICE PRICE
- ------------- ------- -------- ----- --------
NTx Bulk Pack 2400T 9008 XXXXXXXX XXXXXXXX
- - Ostex International Inc. holds the exclusive license to
certain patent and other intellectual property rights in
that certain technology for the measurement of crosslinked
aminoterminal telopeptides type I collagen in human urine,
certain aspects of which technology are embodied in an IN
VITRO diagnostic assay (the "N-telopeptide Assay"),
Osteomark's proprietary version of which is known as the
Osteomark-Registered Trademark- enzyme-linked immunoassay.
- - Grant of License - Ostex International, Inc. hereby grants
to Customer and Customer hereby accepts a non-exclusive, non-
transferable license to perform and to sell the results of
the N-telopeptide Assay within its clinical reference
laboratory system in the United States. The license granted
hereby shall not be construed to transfer any of Ostex's
proprietary rights in its N-telopeptide Assay technology or
in any related know-how or other intellectual property, and
any improvements made to the N-telopeptide. Assay
technology shall be owned by 0stex. Ostex International
Inc. warrants to the Customer that it has the power and
authority to license or otherwise permit Customer to use the
Software or other Equipment and materials in connection with
this Agreement. If any claim based upon alleged infringement
of any United States patent, copyright, trademark, license,
or misappropriation of a trade secret or proprietary
information, is asserted against Customer in connection with
this Agreement or Customer's use of the Software, Ostex
International, Inc. will defend, indemnify and hold wholly
harmless Customer, its parents, subsidiaries, affiliates and
related companies, directors, officers, employees and agents
from all costs (including reasonable attorney's fees),
damages and liability incurred by Customer in connection
with such claim provided that Ostex International, Inc. a)
shall have received from Customer written notice of said
claim promptly after the assertion thereof and b) shall have
the right, if it chooses, to participate in the
investigation and the defense or settlement of such claim.
- - Rolling Forecast of Demand - At least thirty (30) days
prior to each calendar quarter, Customer shall deliver to
Ostex International, Inc. a written "rolling forecast" of
the quantities of Bulk Packs to be supplied by Ostex during
the next 12-month period. Ostex shall not be deemed to be
in breach of its supply obligations under this Agreement if
it is unable to meet demands made by Customer which exceed
the projections contained in its quarterly rolling
forecasts. Ostex International, Inc. acknowledges that the
rolling forecasts of Customer are to be reasonable estimates
only, and in no event shall Customer be required to order or
purchase any minimum quantity of bulk packs nor shall
Customer be penalized for any failure to meet its rolling
forecast.
EXHIBIT A
N-TELOPEPTIDE ASSAY
CRITICAL REAGENTS AND OTHER GOODS TO BE SUPPLIES BY OSTEX
QUANTITIES UNCLUDED 1 EACH BULK PACK - ITEM #9008
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ITEM UNIT FORMAT
QUANTITY
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NTx Antigen 25 96 wells/plate (8X12)
Coated Stripwells in sealed pouch
Antibody HRP Conjugate 25 0.4 mL polypropylene
(100X working strength) bottle
Urine Control 1 20 mL HDPE bottle
Urine Control 1 20 mL HDPE bottle
Calibrator 25 0.4 mL HDPE bottle
(3,000) pM BCE/mL)
Calibrator 25 0.4 mL HDPE bottle
(1,000 pM BCE/mL)
Calibrator 25 0.4 mL HDPE bottle
(300 pM BCE/mL)
Calibrator 25 0.4 mL HDPE bottle
(100 pM BCE/mL)
Calibrator 25 0.4 mL HDPE bottle
(30 pM BCE/mL)
Calibrator 25 0.4 mL HDPE bottle
(1 pM BCE/mL).
Plate Sealers 3 50
Antibody Conjugate Diluent 25 30 mL bottle
3OX Wash Concentrate 25 125 mL bottle
Buffered Substrate 25 30 mL bottle
Chromagen Reagent 25 0.9 mL vial
Stopping Reagent 25 25 mL bottle
- - Printed Materials - In all promotional and educational
publications, order forms and other printed materials,
Customer will identify the N-telopeptide Assay, including
any use or results thereof, specifically as either an "N-
telopeptides cross-linked assay" or an "NTx assay."
Customer will not refer to the N-telopeptide Assay simply as
a "bone resorption marker" or a "pyridinium crosslink assay"
and will include the N-telopeptide Assay on its printed test
request forms at the earliest possible time.
TERMS AND CONDITIONS ARE SET FORTH IN THE MASTER AGREEMENT
AND WILL APPLY TO THIS ADDENDUM
LABORATORY CORPORATION OF AMERICA HOLDINGS
By:(signature) Victoria Rautus
Title: National Director Diagnostic Contracts
Date: 11 January 1996
OSTEX INTERNATIONAL, INC.
By:(signature) Bill Strelke
Title: V.P. Sales and Marketing
Date: 11 January 1996