Amendment Letter to Development Agreement for Panther Instrument System between Gen-Probe and Stratec Biomedical Systems AG (July 17, 2007)

Contract Categories: Business Operations › Development Agreements
Summary

This letter agreement between Gen-Probe and Stratec Biomedical Systems AG amends their existing Development Agreement for the Panther Instrument System. Gen-Probe accepts Stratec's Phase 1 work and authorizes the start of Phase 2, with Stratec taking primary responsibility for software development at a fixed cost. The agreement increases the number of prototypes and validation instruments Gen-Probe can purchase, with updated pricing and payment terms. Stratec must sign to accept these changes. The agreement is effective upon signature and outlines key financial and production obligations for both parties.

Read More Arrow
EX-10.102 4 a35067exv10w102.htm EXHIBIT 10.102 Exhibit 10.102  

*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
And 240.24b-2
Exhibit 10.102
                     R. William Bowen, Jr.
July 17, 2007
Mr. Marcus Wolfinger
Member, Board of Management, Chief Financial Officer
Stratec Biomedical Systems AG
Gewerbestrasse 37
D-75217 Birkenfeld-Graefenhausen
Germany
Dear Marcus:
Subject to the terms of this letter, Gen-Probe hereby accepts Stratec’s performance of Phase 1 design and development activities under the Development Agreement for the Panther Instrument System, as described in Stratec’s Phase 1 Summary Report dated June 12, 2007. Subject to the terms of this letter, Gen-Probe hereby authorizes Stratec to immediately commence Phase 2 activities pursuant to and in accordance with the Development Agreement, as modified by the Phase 1 Summary Report.
Gen-Probe’s authorization to commence Phase 2 activities is subject to the following conditions:
1. Stratec will assume primary responsibility for software development for the Panther instrument, at a fixed cost of [***]. Gen-Probe’s financial obligation under the Development Agreement will increase by this amount, to be paid according to the payment schedule set forth at page 11 of the Phase 1 Summary Report.
2. Section 3.2 of the Development Agreement will be amended to provide that Gen-Probe shall be entitled to purchase and Stratec shall be
*** Confidential Treatment Requested

 

 

Mr. Marcus Wolfinger
July 17, 2007
Page 2
required to sell up to [***] Panther Prototypes at a transfer price of [***] per unit, plus the cost of [***]. This number of Panther Prototypes is an increase of [***] over the number originally set by the Development Agreement.
3. Section 3.2 of the Development Agreement will be amended to provide that Gen-Probe shall be entitled to purchase and Stratec shall be required to sell up to [***] Panther Validation Instruments (validation units in Stratec’s terminology) at a transfer price of [***] per unit, plus the cost of [***]. This number of Panther Validation Instruments is an increase of [***] over the number originally set by the Development Agreement.
Gen-Probe acknowledges and accepts the increase in price for Pre-Production and Series Production Instruments, as set forth in Section 3.7 of the Phase 1 Summary Report.
We ask that Stratec signify its acceptance of the foregoing conditions by signing and returning a copy of this letter.
Sincerely,
/s/ R. William Bowen, Jr.

R. William Bowen, Jr. Senior Vice President & General Counsel
Acknowledged and agreed:
STRATEC Biomedical Systems AG
By /s/ Hermann Leistner
*** Confidential Treatment Requested