Letter Agreement and Addenda Between Management Systems Designers, Inc. and InforMax, Inc. for Bio-Informatics Software Engineering Services (1999-2000)

Summary

Management Systems Designers, Inc. (MSD) and InforMax, Inc. entered into a one-year, fixed-price agreement for bio-informatics software engineering services, effective July 15, 1999, with subsequent addenda adjusting terms and timeframes. InforMax will provide specified engineering personnel at agreed hourly rates, submit monthly invoices and reports, and meet quarterly with MSD to review progress. Payments are due within 30 days of invoice receipt. The agreement replaces a prior subcontract and sets a maximum annual cost, with all terms detailed in the letter agreement and addenda.

EX-10.12 4 0004.txt EXHIBIT 10.12 EXHIBIT 10.12 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. 131 Park Street, NE Vienna, Virginia 22180-4607 Phone: (703) 281-7440 FAX: (703) 281-7636 July 9, 1999 LETTER AGREEMENT InforMax 6010 Executive Blvd. Suite 501 North Bethesda, MD 20852 USA Attention: Ms. Kimberly B. Durazo Director of Operations, InforMax, Inc. Dear Mrs. Durazo, In response to the proposal provided by InforMax on July 2, 1999 regarding contract NO1-LM-5-3530 for the year 1999-2000, the following agreement and specified terms will supercede the prior sub-contract arrangement currently in place. Each line item referenced below for this fixed-priced agreement will be implemented on July 15, 1999. Any liabilities from the prior agreement Subcontract No.: 1489-9601, will cease under this new agreement. Contract is a FIRM-FIXED COST for one year, from July 15, 1999 to July 12, 2000. The following labor categories and rates have been agreed to by MSD and InforMax: One Senior Bio-Informatics Software Engineer at an annual hourly rate of [*****]. Two Bio-Informatics Software Engineers at an annual hourly rate of [*****]. Three Bio-Informatics Software Engineers at an annual hourly rate of [*****]. Software Engineer rates increase with the start of the new contract effective July 15, 1999. The total FIRM-FIXED cost for the one year contract will not exceed [*****]. MSD payments will be made to INFORMAX, INC. within 30 days from date of receipt for the period worked. An invoice will be submitted by INFORMAX to MSD via email on the first of every month. MSD and INFORMAX will meet on a quarterly basis to ensure that hours and billings are maintained to satisfy the terms specified in the agreement. INFORMAX will provide monthly to MSD, copies of signed employee timesheets, a summary report of actual hours worked to date by each employee and an employee job status report. This agreement is for [*****] hours in accordance with the rates above for a fixed price annual total of [*****]. Please execute two signed originals of this agreement. MSD will then sign both and return one original for your files. MSD looks forward to continuing or long standing partnership with InforMax with this agreement. Please feel free to contact myself or Jim Fox ###-###-#### regarding any questions or clarifications to this agreement. Very truly yours, Haley Esser MSD Program Manager /s/ James A. Fox 7/12/99 - ------------------ --------- James A Fox Date MSD, Vice President /s/ Joseph Lehnen 7/9/99 - ------------------- --------- Joseph Lehnen Date INFORMAX, Chief Financial Officer *****Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. November 22, 1999 InforMax 6010 Executive Blvd. 10th Floor Suite 501 North Bethesda, MD 20852 USA Attention: Ms. Kimberly B. Durazo Director of Operations, InforMax, Inc. Dear Mrs. Durazo, This addendem is submitted in support of the proposal provided by InforMax on July 2, 1999 regarding contract NO1-LM-5-3530 for the year 1999-2000. The following agreement and specified terms are subject to the Letter Agreement referenced above. Contract is a FIRM-FIXED COST for one year, from November 8, 1999 to November 5th, 2000. One Senior Bio-Informatics Software Engineer at an annual hourly rate of [*****]. The total FIRM-FIXED cost for the one-year contract will not exceed [*****]. MSD payments will be made to INFORMAX, INC. within 30 days from date of receipt for the period worked. An invoice will be submitted by INFORMAX to MSD via email on the first of every month. THIS INVOICE SHALL REFERENCE MSD ORDER NUMBER #1986. MSD and INFORMAX will meet on a quarterly basis to ensure that hours and billings are maintained to satisfy the terms specified in the agreement. INFORMAX will provide monthly to MSD, copies of signed employee timesheets, a summary report of actual hours worked to date by each employee and an employee job status report. This agreement is for [*****] hours in accordance with the rates above for a fixed price annual total of [*****]. Please feel free to contact myself or Jim Fox ###-###-#### regarding any changes or clarifications to this agreement. Very truly yours, /s/ Haley Esser Haley Esser MSD Program Manager James A. Fox 11/22/99 - ------------------ --------- James A Fox Date MSD, Vice President Joseph Lehnen 11/29/99 - ------------------- -------- Joseph Lehnen Date INFORMAX, Chief Financial Officer [GRAPHIC OMITTED] *****Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. November 22, 1999 InforMax 6010 Executive Blvd. 10th Floor North Bethesda, MD 20852 USA Attention: Ms. Kimberly B. Durazo Director of Operations, InforMax, Inc. Dear Ms. Durazo, This addendum is submitted in support of the proposal provided to InforMax on July 9, 1999 regarding contract NO1-LM-5-3530 for the year 1999-2000. The following agreement and specified terms are subject to the Letter Agreement referenced above. Contract is a FIRM-FIXED COST for one year, from September 20, 1999 to September 17, 2000. One Senior Bio-Informatics Software Engineer at an annual hourly rate of [*****]. The total FIRM-FIXED cost for the one-year contract will not exceed [*****]. MSD payments will be made to INFORMAX, INC. within 30 days from the date of receipt for the period worked. An invoice will be submitted by INFORMAX to MSD via email on the first of every month. This invoice shall reference MSD order number #2029. MSD and INFORMAX will meet on a quarterly basis to ensure that hours and billings are maintained to satisfy the terms specified in the agreement. INFORMAX will provide monthly to MSD, copies of signed employee timesheets, a summary report of actual hours worked to date by each employee and an employee job status report. This agreement is for [*****] hours in accordance with the rates above for a fixed price annual total of [*****]. Please feel free to contact myself or Jim Fox ###-###-#### regarding any changes or clarifications to this agreement. Very truly yours, /s/ Haley Esser Haley Esser MSD Program Manager Addendum #1 /s/ James A. Fox 11/22/99 - --------------------------------- -------- MSD, Vice President Date /s/ Joseph Lehnen 11/27/99 - --------------------------------- -------- INFORMAX, Chief Financial Officer Date Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PURCHASE ORDER Order No. 2385 PHONE ###-###-#### ITG To: Informax Ship To: Management Systems Designers, Inc. Address: 6010 Executive Blvd. Address: 131 Park Street, N.E. City: North Bethesda, MD City: Vienna, Virginia 20852 22180 ACCT. Date Required Terms How Ship Date 7.26.00 The following categories (labor) and rates Have been agreed to by MSD and Informax: - [****] : [****] Hrs. @ [****] = [****] - [****] : [****] Hrs. @ [****] = [****] - [****] : [****] Hrs. @ [****] = [****] - [****] : [****] Hrs. @ [****] = [****] - [****] : [****] Hrs. @ [****] = [****] - [****] : [****] Hrs. @ [****] = [****] MSD Payments will be made to Informax, Inc. Within 30 days from the date of receipt for The period worked. An invoice will be submitted By Informax to MSD via e0mail on the first Of every month. Informax will provided monthly to MSD, copies Of signed employee timesheets, a summary Report of actual hours worked to date by each Employee and an employee job status report. TOTAL: [****] Period of performance: August 6, 2000- August 5, 2001 Our order number appear on all /s/ Illegible invoices, packages, etc. Please notify us immediately if you are unable to ship complete order by date specified White-original Yellow-Office Copy Pink-Receiving Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PURCHASE ORDER Order No. 2461 PHONE ###-###-#### ITG To: Informax Ship To: Management Systems Designers, Inc. Address: 6010 Executive Blvd. Address: 131 Park Street, N.E. City: North Bethesda, MD City: Vienna, Virginia 20852 22180 ACCT. Date Required Terms How Ship Date Consulting services for: [****] at $ [****] Per Hr. for [****] hours Period of performance: September 18, 2000- September 17, 2001 [****] at $ [****] Per Hr. for [****] hours Contract Type: Time & Materials 1518-001-46 ------------------- Our order number appear on all /s/ Illegible invoices, packages, etc. Please notify us immediately if you are unable to ship complete order by date specified White-original Yellow-Office Copy Pink-Receiving