Second Amendment to Reseller Agreement between Tropix, Inc. and Digene Corporation (May 14, 1998)
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Summary
This amendment updates the existing Reseller Agreement between Tropix, Inc. and Digene Corporation. It revises the product specifications, minimum annual purchase requirements, pricing, and royalty rates for products sold under the agreement. The changes affect both human in vitro diagnostics and pharmaceutical screening uses. The amendment also allows for price adjustments based on the Producer Price Index. Both parties have agreed to these new terms as of May 14, 1998.
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
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.
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