EXHIBIT 10.34*
INOVOJECT(R) EGG INJECTION SYSTEM
LEASE, LIMITED LICENSE, SUPPLY
AND SERVICE AGREEMENT
This Agreement is made as of the 1st day of September, 1994, between
EMBREX, INC., a North Carolina corporation ("EMBREX"), and Tyson Foods, Inc., a
Delaware corporation ("Lessee") upon the following terms, and supersedes the
agreement of May 4, 1993.
1. LEASE AND LIMITED LICENSE: EMBREX leases to Lessee ("the Lease")
INOVOJECT(R) systems and grants Lessee a limited sublicense to practice U.S.
Patent 4,458,630, "Disease Control in Avian Species by Embryonal Vaccination"
(the "License") for use at the hatcheries listed in Schedule A and Schedule B
(the "Hatcheries") subject to the EMBREX Standard Terms and Conditions of Lease
set forth in Attachment A hereto; provided, however, that, in the event of any
inconsistencies between the Standard Terms and Conditions of Lease and express
terms of this Agreement, the terms of this Agreement shall control. The term of
this Agreement shall be for the period commencing September 1, 1994, and
continuing for each of the Hatcheries listed on Schedule A until August 31,
1998, and for each of the Hatcheries listed on Schedule B until December 31,
1998.
2. INSTALLATION: INOVOJECT(R) systems have been installed in the Hatcheries
listed in Schedule A, and the parties agree that they will use their best
efforts to install INOVOJECT(R) systems in the Hatcheries listed in Schedule B
on or before the Installation Dates indicated.
3. COMPENSATION: *
* Selected portions have been deleted as confidential pursuant to Rule 24b-2.
Complete copies of the entire exhibit have been filed separately with the
Commission and marked "CONFIDENTIAL TREATMENT."
4. SUPPLIES: EMBREX shall supply Lessee with standard System disposables
(i.e., needles, punches and tubing) at no charge (collectively, the "Supplies").
5. SERVICE: EMBREX will provide at no cost to Lessee initial training for a
reasonable number of Lessee personnel in the proper use and routine maintenance
of INOVOJECT(R), all non-routine service and reasonable modifications of
INOVOJECT(R) to accommodate Lessee's specific Hatchery needs. Any other service
shall be charged to Lessee at standard EMBREX rates.
6. PAYMENT TERMS: Within ten (10) days following the end of each calendar
month, Lessee shall notify EMBREX of the number of eggs which have been injected
during such prior month and shall remit the appropriate payment for the Lease,
License and Supplies used during such month. Lessee shall remit payment for
other supplies and services provided by EMBREX within thirty (30) days of
receipt of invoice.
* Selected portions have been deleted as confidential pursuant to Rule 24b-2.
Complete copies of the entire exhibit have been filed separately with the
Commission and marked "CONFIDENTIAL TREATMENT."
7. TERMINATION: *
8. CONFIDENTIALITY: Each party agrees that for the term of this Agreement
they shall use their best efforts to prevent disclosure of the financial terms
of this Agreement to any third party without the prior written consent of the
other. This commitment shall not affect, however, the right of either party to
announce or disclose the existence of this Agreement.
9. DESIGNATED CONTACT PERSON: Lessee agrees that during the term of this
Agreement it shall designate to EMBREX one individual at each of the Hatcheries
where an INOVOJECT(R) system has been placed responsible for -coordinating
operation, training and minor maintenance. Until further notice in writing to
EMBREX, the individual designated at each of the Hatcheries shall be as set
forth in Schedule A and Schedule B.
EMBREX, INC. (Lessor) TYSON FOODS, INC. (Lessee)
By: /s/ Randall L. Marcuson By: /s/ David S. Purtle
--------------------------- -------------------------------
Randall L. Marcuson David S. Purtle
President Senior Vice-president
* Selected portions have been deleted as confidential pursuant to Rule 24b-2.
Complete copies of the entire exhibit have been filed separately with the
Commission and marked "CONFIDENTIAL TREATMENT."
SCHEDULE A
*
Acknowledged and Agreed:
TYSON FOODS, INC. (Lessee) EMBREX, INC. (Lessor)
By: /s/ David S. Purtle By: /s/ Kenneth P. West
------------------------------ -------------------------------
David S. Purtle Kenneth P. West
Sr. Vice President Vice President
Date: September 1, 1994 Date: August 31, 1994
* Selected portions have been deleted as confidential pursuant to Rule 24b-2.
Complete copies of the entire exhibit have been filed separately with the
Commission and marked "CONFIDENTIAL TREATMENT."
SCHEDULE B
*
Acknowledged and Agreed:
TYSON FOODS, INC. (Lessee) EMBREX, INC. (Lessor)
By: /s/ David S. Purple By: /s/ Randall L. Marcuson
----------------------------- --------------------------------
David S. Purtle Randall Marcuson
Sr. Vice President President
Date: 9/1/94 Date: 9/1/94
* Selected portions have been deleted as confidential pursuant to Rule 24b-2.
Complete copies of the entire exhibit have been filed separately with the
Commission and marked "CONFIDENTIAL TREATMENT."