Second Amendment to Reseller Agreement
EX-10.2(B) 5 w47960ex10-2b.txt SECOND AMENDMENT TO RESELLER AGREEMENT 1 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.2(b) AMENDMENT TO THE RESELLER AGREEMENT DATED 22ND DAY OF JULY, 1996 AND 24TH DAY OF JULY, 1997 The Reseller Agreement between Tropix, Inc. ("Tropix") and Digene Corporation ("Digene") is hereby amended as follows: Schedule A is amended as follows: SCHEDULE-A PRODUCT AND MINIMUM PURCHASES Product: [*******] CDP-Star(R) with [************] of Emerald-II(TM)Enhancer in [**************]. Minimum Annual Purchases For Product Purchased for Use in Human In Vitro Diagnostics: [**] Liters of Product in [**********************] [***] Liters of Product in [******] [***] Liters of Product in [******] [***] Liters of Product in [******] Minimum Annual Purchases For Product Purchased for Pharmaceutical Screening: [**] Liters of Product in [*****************] [***] Liters of Product in each Fiscal Year thereafter *FY = Fiscal Year is July 1 through June 30 2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Schedule B is amended as follows: SCHEDULE B PRICES AND ROYALTIES PRICES Price per liter of Product based upon aggregate purchases per calendar year: [******] [******] [*****************] [*****] [******] [*****] $[***]/liter [********] [*********] [*********] $[***]/liter [*****] [*****] [*****] $[***]/liter Beginning [**************], each of the foregoing prices may be changed by multiplying such price by a fraction, the numerator of which shall be the Index as of the most recent date available prior to the date of such change and the denominator of which shall be the Index as of the most recent date available prior to the date of the Agreement to which this Schedule B is attached. As used herein, "Index" shall mean the Producer Price Index published by the U.S. Department of Labor. ROYALTY RATES: For Product Purchased for Use in Human In Vitro Diagnostics or Pharmaceutical Therapeutics Research and Development The first $[*********] of Net Sales: the greater of: [***]% of Net Sales of Tests, or $[****] per Test. Thereafter: the greater of [***]% of Net Sales of Tests, or $[****] per Test.
For Product Purchased for Pharmaceutical Screening [***]% of Net Sales of Tests 3 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment by their duly authorized representatives as of 5/14/1998. TROPIX, INC. DIGENE CORPORATION By: /s/Michael A. Nemzek By: /s/Donna Marie Seyfried ----------------------------- ---------------------------------------- Name: Michael A. Nemzek Name: Donna Marie Seyfried -------------------------- -------------------------------------- Title: Vice President, Marketing Title: Vice President, Business Development -------------------------- ------------------------------------- Date: May 14,1998 Date: May 14, 1998 -------------------------- --------------------------------------
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