Optical Coherence Tomography (OCT) Optical Engine Development Program and Supply Agreement
Optical
Coherence Tomography (OCT) Optical Engine Development Program and Supply
Agreement
THIS
AGREEMENT is entered into between AXSUN
TECHNOLOGIES, INC. (hereafter “AXSUN”) having its principal offices at ▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Laser, Inc. (hereafter “▇▇▇▇▇▇”)
with its principal offices at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(each
individually a “Party” and, collectively, the “Parties”).
The
purpose of the Agreement is to establish the terms under which AXSUN will
develop and sell to ▇▇▇▇▇▇ an Optical Coherence Tomography Optical Engine
(hereafter “ OCT Optical Engines”) according to the specification and
development program laid out in Appendix A. (hereafter ”the
Program”).
Upon
completion of the Program, AXSUN will manufacture and supply the Optical Engine
to ▇▇▇▇▇▇ on the terms contained in this Agreement.
| 1 |
Development
Program and Initiation: The
Program will commence immediately upon receipt by AXSUN of Purchase
Order(s) (hereafter “PO(s)”) for:
|
|
MILESTONE
|
DESCRIPTION
|
SCHED.
COMPL. DATE
|
NRE CHARGES
|
|||||||
|
PO#1
|
Materials
|
May
5, 2008
|
$
|
37,500
|
||||||
|
PO#2
|
Beta
1 – 3 Fiber Systems
|
July
7, 2008
|
$
|
37,500
|
||||||
|
PO#3
|
Critical
Design Review
|
August
15, 2008
|
$
|
25,000
|
||||||
|
PO#4
|
Availability Final Electronics
|
August
30, 2008
|
$
|
37,500
|
||||||
|
PO#5
|
Beta
2 – 5 Systems
|
October
8, 2008
|
$
|
37,500
|
||||||
|
PO#6
|
1000
Optical Engines
|
Delivery
per Schedule in Appendix C
|
||||||||
| A. |
The
Purchase Order (PO#6) for 1000 Optical Engines at $5,000 each is
non-cancelable with delivery scheduled from Q1/2009 through Q2/2010
according to the estimated quarterly release schedules and terms
thereof-as shown in Appendix C.
|
| B. |
The
payment of $37,500 for the PO#1 shall be received by AXSUN within
10
business days of the effective date of this
Agreement.
|
| C. |
NRE
payments thereafter shall be received by AXSUN within 10 days of
completion of the previous phase and commencement of the next phase.
|
| 2 |
Pricing:
Upon
the successful completion of the Phase III Optical Engine as set
forth in
the Proposal, the first 1000 Optical Engines will be supplied by
AXSUN as
specified in PO#6 on the projected schedule in Appendix C.
|
| A. |
If
▇▇▇▇▇▇ takes delivery up to the end of Q2/2010 in excess of the 1000
Optical Engines as specified in PO #6, then the total amount ordered
will
be priced according to the volume/Price Schedule below.
|
| ▇. |
▇▇▇▇▇▇
must take delivery of at least 600 Optical Engines, at a rate of
100
Optical Engines per calendar quarter, beginning within 45 days of
FDA
clearance being received to market its OCT dental system.
|
Page
1
If
by the
end of the 18 months there is a delivered shortfall on the order as per PO#6
then ▇▇▇▇▇▇ can take delivery of these systems within the next 6 months at
a
price of $6250.
Exclusivity
will continue as per terms in Section 4 below if ▇▇▇▇▇▇ takes delivery of an
additional 100 OCT Optical Engines by the end of the 8 quarter period following
FDA approval of the ▇▇▇▇▇▇ system. These additional OCT Optical Engines would
be
priced at $6250.
| C. |
After
the initial purchase orders have been received, the pricing schedule
as
set out below will become effective for purchases over the following
12
month period from when the initial PO for Optical Engines is satisfied
but
not before Q2/2010. This schedule is independent of exclusivity
requirements set forth in Section 4,
below:
|
| Volume / Price Schedule | |||||||
|
Volume
(units)
|
Maximum Delivery Time
|
Unit Pricing
|
|||||
|
250-499
|
12 Month |
$
|
7,400
|
||||
|
500-999
|
12 Months |
$
|
6,750
|
||||
|
1000-2499
|
18 months |
$
|
5,000
|
||||
|
2500-4,999
|
18 Months |
$
|
4,875
|
||||
|
5,000+
|
18 months |
$
|
4,700
|
||||
| D. |
Delivery
from AXSUN will be six to eight (6-8) weeks from receipt of ▇▇▇▇▇▇’
written purchase orders for which signed confirmation shall be given.
|
| ▇. |
▇▇▇▇▇▇
must take delivery of the quantities as specified in the Volume/Price
Schedule, above, within the stated maximum delivery time. Delivery
from
AXSUN will be agreed upon in each PO and AXSUN will provide ▇▇▇▇▇▇
with a
weekly schedule of future deliveries for each PO.
|
| F. |
AXSUN
will not be held responsible for substantiated supplier delays, and
such
delays will be added to the Maximum Delivery Time.
|
| G. |
In
the event that ▇▇▇▇▇▇ no longer has an exclusive license under Section
4
then AXSUN shall grant a nonexclusive license to the use and sale
of the
OCT Optical Engine for the field of use defined as Human and Animal
Dentistry on a worldwide basis on payment terms that are no greater
than
the lowest payment terms for a license for the use and sale of the
OCT
Optical Engine for the field of use defined as Human and Animal Dentistry
that AXSUN grants to any nonexclusive third party licensee of such
license.
|
| 3 |
Optical
Engine Specifications: The
Preliminary Target Specifications are set forth in Table 2 of the
Proposal
in Appendix A. These may be modified or amended by mutual agreement
of the
Parties during the Program. If the Preliminary Target Specifications
are
modified or amended, AXSUN has the option to make reasonable changes
to
the Program's schedule and the preceding pricing, subject to ▇▇▇▇▇▇’
reasonable review and approval.
|
| 4 |
Exclusivity
and Renewal: Subject
to the terms of this Agreement, ▇▇▇▇▇▇ is hereby granted exclusivity
for
the use and sale of the OCT Optical Engine for the field of use defined
as
Human and Animal Dentistry and without limitation as to territory
(The
Exclusive Field of Use).
|
Page
2
| A. |
In
order for ▇▇▇▇▇▇ to maintain its exclusivity, it must take delivery
of a
minimum of 300 OCT Optical Engines in 2009, 500 OCT Optical Engines
in
2010 (a minimum of 100 engines per quarter), and 750 OCT Optical
Engines
in 2011.
|
| B. |
After
2011, Exclusivity can be maintained provided that ▇▇▇▇▇▇ maintains
Minimum
Purchase Volumes that correspond to 40% of the forecast annual worldwide
frequency domain Optical Coherence Tomography system placements (by
all
companies) within the Exclusive Field of Use. The procedure for
determining the market size is:
|
|
(1)
|
No
later than 90 days prior to the end of the prior calendar year, ▇▇▇▇▇▇
will provide AXSUN its data generated in good faith as to the forecast
annual worldwide Optical Coherence Tomography system
placements.
|
|
(2)
|
AXSUN
and ▇▇▇▇▇▇ will mutually agree in writing as to the quarterly Minimum
Purchase Volume for the next calendar
year.
|
|
(3)
|
In
the event AXSUN and ▇▇▇▇▇▇ do not mutually agree in writing, then
the
annual minimum purchase volume will be determined by arbitration
pursuant
to the Commercial Rules of the American Arbitration Association.
The
arbitration will be held before a single arbitrator in Massachusetts.
The
arbitrator will have authority only to establish Minimum Purchase
Volumes
and will have no authority with respect to any other matters under
this
Agreement.
|
| C. |
Additionally,
▇▇▇▇▇▇ will purchase a minimum of eighty five percent (85%) of its
Optical
Engine requirements for frequency domain Optical Coherence Tomography
system placements within the Exclusive Field of Use from
AXSUN.
|
| 5 |
Intellectual
Property and Royalty: AXSUN
shall own the intellectual property to the Optical Engine. ▇▇▇▇▇▇
is
granted license to use and sell this intellectual property, only
in its
products incorporating the OCT Optical Engine, that are purchased
by
▇▇▇▇▇▇ from AXSUN and delivered to its customers or for its internal
use.
No other rights exist or are implied. In the case where both parties
shall
jointly develop intellectual property, both parties will share the
ownership of the intellectual property. AXSUN agrees to pay ▇▇▇▇▇▇
a
royalty equal to 2% of the selling price it receives for products
sold to
other customers that use the technology developed utilizing ▇▇▇▇▇▇
NRE
funding for this Program. AXSUN will cap such royalty payments to
▇▇▇▇▇▇
at $175,000, or the amount of current and future additional development
costs or the total milestone payments, actually received by
AXSUN.
|
| 6 |
Termination: ▇▇▇▇▇▇
has the option to terminate this Program at the end of each of the
last 4
Milestones (PO #2 to PO #5), as outlined in Section 1 above, without
further obligation to AXSUN, provided that ▇▇▇▇▇▇ makes the then-due
payment to AXSUN, including additional NRE as shown in Appendix E
(pursuant to the Termination without Cause language below) as a result
of
order cancellation. Any non-exclusive licenses to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
exclusivity, and royalty rights under Sections 2, 4 and 5, respectively,
above, will be forfeited. In addition, the Purchase Order for 1000
Optical
Engine units shall immediately be deemed cancelled. In the event of
Termination by ▇▇▇▇▇▇, without cause, then the parties agree to the
revised NRE payment schedule by milestone in Appendix E. However,
if
▇▇▇▇▇▇ terminates due to cause or failure to meet the project goals
and
specifications, then the NRE payment schedule by milestone in Section
1
will apply.
|
AXSUN
may
only terminate the Program at the time of the Critical Design Review, (PO #3),
if AXSUN reasonably determines that the design goals of Phase III cannot be
met.
However, prior to any such termination, ▇▇▇▇▇▇ and AXSUN will review whether
continuation of the Program can be effected with a modified set of design goals,
criteria and schedules. The parties will use best efforts to reach a mutual
accommodation.
Page
3
AXSUN
has
the right to terminate this Program if ▇▇▇▇▇▇ fails to make any payment set
forth in the Proposal, within 30 days of the payment due date.
| 7 |
Warranty:
AXSUN
warrants all OCT Optical Engines sold to ▇▇▇▇▇▇ will be of merchantable
quality, and free from defects in material, workmanship and design
for a
period of one (1) year from the date of delivery to ▇▇▇▇▇▇. Repaired
or
replacement OCT Optical Engines provided under warranty are similarly
warranted for a period of six (6) months from the date of delivery
to
▇▇▇▇▇▇ or the remainder of the original warranty term, whichever
is
longer. The warranty on OCT Optical Engines provided in Calendar
year 2008
is six (6) months.
|
EXCEPT
AS
EXPRESSLY PROVIDED HEREINABOVE, AXSUN MAKES NO REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO OPTICAL ENGINES. AXSUN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
| 8 |
Indemnification:
AXSUN
shall hold ▇▇▇▇▇▇ harmless against any expense, loss, or damages,
and
defend any suit or proceeding brought against ▇▇▇▇▇▇ insofar as it
is
based on a claim that the OCT Optical Engines, or any part thereof,
furnished under this contract, infringe any patent or other intellectual
property of any third party, if notified promptly in writing and
given
authority, information, and assistance (at AXSUN's expense) for the
defense of same.
|
▇▇▇▇▇▇
has not provided any design specifications or instructions for the development
of the OCT Optical Engine under this Program.
▇▇▇▇▇▇
shall hold AXSUN harmless against any expense, loss, or damages resulting from
intellectual property infringement arising from the use of the AXSUN OCT Optical
Engine in its Dental imaging system, if notified promptly in writing and given
authority, information, and assistance (at ▇▇▇▇▇▇’ expense) for the defense of
same.
| 9 |
Binding
Effect:
This Agreement shall be binding upon and inure to the benefit of
the
parties hereto, their successors and
assigns.
|
| 10 |
Payment
Terms: Optical
Engines delivered to ▇▇▇▇▇▇ are priced FCA Factory, Billerica, MA.
Payment
is due Net 45 days from date of
invoice.
|
| 11 |
Continuation
of Supply: AXSUN
and ▇▇▇▇▇▇ agree to the continuation of supply agreement in Appendix
D.
|
| 12 |
Term:
This
Agreement will commence on the Effective Date and continue in full
force
and effect for a period of four (4) years, unless terminated earlier
pursuant to Section 6. Thereafter, this Agreement may be renewed
annually
subject to the mutual written agreement of the parties prior to expiration
of the then in effect term.
|
| 13 |
Confidentiality.
At
all times during the Term and thereafter, each party shall keep
confidential and not disclose, directly or indirectly, and shall
not use
for the benefit of itself or any other individual or entity any
Confidential Information of the other party and shall take reasonable
measures to safeguard such information. “Confidential Information” means
any trade secrets or confidential or proprietary information whether
written, digital, oral or other form which is unique, confidential
or
proprietary to the disclosing party, including, but not limited to,
the
terms and conditions of the Agreement, and any other materials or
information related to the business or activities of the disclosing
party
which are not generally known to others engaged in similar businesses
or
activities. Each party shall return to the disclosing party any of
the
disclosing party’s Confidential Information upon request and/or upon
termination of this Agreement.
|
Page
4
| 14 |
Press
Releases. Neither
party shall issue a press release regarding this relationship without
the
other party’s prior written approval. Notwithstanding the foregoing, the
parties shall issue a joint press release announcing this OCT Optical
Engines development and supply arrangement within thirty (30) days
of
entering into this Agreement.
|
| 15 |
Limitation
of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS
AGREEMENT WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF
OR IS OTHERWISE ON NOTICE OF SUCH POSSIBILITY UNLESS THE PARTY IN
DEFAULT
HAS ACTED FRAUDULENTLY OR WITH WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE.
|
| 16 |
Assignment.
The Parties agree not to assign any of their rights or obligations
under
this Agreement to any other third party without first obtaining the
written approval of the other Party, provided, however, that either
Party
may assign this Agreement to a purchaser of all or substantially
all of
the assets or stock of such Party or of a business of such Party
to which
this Agreement pertains, or in connection with any merger or change
of
control transaction of such Party, without the prior written consent
of
the other Party. Nevertheless,
the terms and conditions of this Agreement shall inure to the benefit
of
and be binding upon the respective permitted successors and assigns
of the
Parties. Nothing in this Agreement, express or implied, is intended
to
confer upon any Party other than the Parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided
in this
Agreement.
|
| 17 |
Severability.
If
one or more provisions of this Agreement are held to be unenforceable
under applicable law, the Parties agree to renegotiate such provision
in
good faith, in order to maintain the economic position enjoyed by
each
Party as close as possible to that under the provision rendered
unenforceable. In the event that the Parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i)
such
provision shall be excluded from this Agreement, (ii) the balance
of the
Agreement shall be interpreted as if such provision were so excluded
and
(iii) the balance of the Agreement shall be enforceable in accordance
with
its terms.
|
| 18 |
Amendments
and Waivers.
Any agreement to change the terms of this Agreement in any way shall
be
valid only if the change is made in writing and approved by mutual
agreement of authorized representatives of the Parties hereto. No
waiver
of any right, power or remedy following a breach of this contract
is valid
unless it is made in writing.
|
| 19 |
Entire
Agreement.
▇▇▇▇▇▇ acknowledges having read and executed this Agreement and agreed
to
be bound by its terms. This Agreement is the product of both of the
Parties hereto, and constitutes the entire agreement between such
Parties
pertaining to the subject matter hereof, and merges all prior negotiations
and drafts of the Parties with regard to the transactions contemplated
herein. Any and all other written or oral agreements existing between
the
Parties hereto regarding such transactions are expressly canceled
and
superceded.
|
Page
5
| 20 |
Recitals.
The recitals hereof shall form an integral part of this
Agreement.
|
| 21 |
Governing
Law. This
Agreement shall be governed and construed in all respects by the
laws of
the State of New York,
without regard to principles of conflict of
laws.
|
| 22 |
Notice. All
notices hereunder must be in writing and mailed by certified mail,
return
receipt requested, or by prepaid courier service, or by telecopier
with
receipt confirmed by telephone, to each party’s address first set forth
above.
|
[Signature
Page Follows]
Page
6
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of May 15, 2008.
|
AXSUN
TECHNOLOGIES INC
|
▇▇▇▇▇▇
LASER, INC.
|
|
|
By:
/s/
|
By:
/s/
|
|
|
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
Name:
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
|
|
|
Title:
CEO
|
Title:
President & CEO
|
|
|
Date
Signed: May 13,
2008
|
Date
Singed:May 13,
2008
|
[Signature
Page to Optical Engine Development Program and Supply
Agreement]
Page
7
APPENDIX
A
Proposal
for Development of a 1300nm Frequency Domain OCT Optical
Engine
Prior
work has been carried out in a “Phase I” program between Axsun and ▇▇▇▇▇▇ Laser
to validate and confirm technical capability and feasibility of a frequency
domain, swept source OCT Optical Engine for use in the field of Dental imaging.
This proposal addresses a continuation of that work effort and involves
additional design and development of technology, process methodology and
manufacturing capabilities specifically for the final sub-system component
that
is a swept source frequency domain, OCT Optical Engine, (the “Optical Engine”),
to be incorporated into a product to be manufactured by ▇▇▇▇▇▇ Laser in the
Dental industry.
Project
Timeframe: May
2008
– October 2008
Project
Objective:
The
objective of this program is to develop a swept laser source, frequency domain,
Optical Engine as a sub-system, designed for manufacturing and integration
with
digital control electronics and software provided by ▇▇▇▇▇▇ Laser for inclusion
and assembly into a Dental imaging application product.
Project:
Phase II/III Optical Coherence Tomography (OCT) Optical Engine for Dental
Imaging Application
Continuation
of the Optical Engine development program will be carried out in two additional
phases. Phase II will address the design and development of an interim Beta
Optical Engine, (Beta design-1). Phase III will migrate the knowledge and
technical capabilities learned from earlier work into the design of an
integrated Optical Engine module, (Beta design-2), utilizing the AXSUN
integration platform, specifically addressing manufacturing issues to lower
product cost and improve product reliability.
Project
Scope:
Phase
II -
Phase
II
of the project encompasses the design and assembly of an interim all fiber,
Optical Engine to be identified as Beta design-1. The purpose of the Beta
design-1 Optical Engine will be to verify higher system performance
specifications over the Phase 1, (alpha), system. Improvements include: 1)
develop new enhanced optical receiver electronics, 2) adding a fixed optical
delay line to more accurately model the final integrated Optical Engine.
Additionally, the enhanced system will serve as a test platform for verification
of overall system integration issues involving ▇▇▇▇▇▇’ optical interfaces,
digital electronic controls and software control. Phase II includes developing
an all fused fiber based Optical Engine with, where possible, off the shelf
components (couplers, Photodiodes etc).
Also
in
Phase II is the design of custom optics and electronics that will be implemented
in the follow-on program Phase. The conclusion of Phase II will be final
documentation of performance testing and system designs expected as verification
of enhancements to the Optical Engine design allowing the project to carry
forward, into the final development Phase.
Phase
III -
Upon
successful completion of Phase II, Phase III project activities will be focused
on “design for manufacturing”. The primary focus is to develop an Optical Engine
that replaces the all fiber coupled system design with an integrated optical
module utilizing the AXSUN integration platform to reduce or eliminate fiber
junctions and take advantage of free space optics for significant cost and
size
reduction. Additionally, effort will be undertaken to improve on overall system
performance, increase product reliability and address any optical or operational
issues that were identified in earlier project work.
Appendix
A, Page - 8 -
AXSUN
may
fabricate critical source parts. All assembly and test of the Optical Engine
will be performed at AXSUN’s facility in Billerica, MA
Phase
II, Goals:
Time
Line: May
7th – July 7th, 2008
The
principal goals of Phase II are:
|
1.
|
Design
and fabrication of custom optical receivers to replace the purchased
Thor
Labs receivers used in Phase I,
|
|
2.
|
Design
micro-optic components for the Optical Interface module (taps, beam
splitters, etc)
|
|
3.
|
Design
the Optical interface module utilizing AXSUN’s integration platform
incorporating the pointing laser chip for the optimal level of functional
integration.
|
|
4.
|
Build
3 fused fiber Beta design-1 OCT Systems for ▇▇▇▇▇▇ to perform clinical
studies. Systems to incorporate ▇▇▇▇▇▇ digital electronics and be
controlled by ▇▇▇▇▇▇ Dental Imaging System software application.
A block
diagram of the Optical Engine is shown in Figure 1 and the Drawing
in
Figure 2 shows the layout of the Optical Engine in the ▇▇▇▇▇▇ Chassis.
Axsun will provide ▇▇▇▇▇▇ with all necessary software and hardware
interface documentation to facilitate incorporation into ▇▇▇▇▇▇’▇ overall
system design.
|
|
5.
|
Perform
test and characterization of the components both as a sub-system
and with
the MEMS based probe as a full system and document results. (A
detailed test protocol, test method and test report format needs
to be
agreed upon between AXSUN and ▇▇▇▇▇▇.)
|
|
6.
|
Design
custom electronics board(s) for the integrated OCT system to be delivered
in Phase III.
|
AXSUN
Deliverables (July 7, 2008):
|
1.
|
Deliver
(3) integrated fiber-based OCT systems, meeting operational
specifications, to ▇▇▇▇▇▇ Laser for Dental Imaging Application
testing.
|
|
2.
|
Detailed
Beta design-1, system Performance Specification Report from fiber
coupled
prototypes and lessons learned report detailing design improvements
and
specifications leading into the Phase III development program.
|
|
3.
|
Detailed
design documentation of micro-optic components and Optical interface
module for review and acceptance by ▇▇▇▇▇▇.
|
▇▇▇▇▇▇
Laser Deliverables:
|
1.
|
(3)
digital boards for system
integration.
|
|
2.
|
(3)
Chassis for system integration
|
|
3.
|
(3)
Linear Power Supplies for system
integration
|
|
4.
|
(3)
Tested MEMS probes
|
|
5.
|
Detailed
documentation of the digital electronic control interfaces required
for
Phase III Optical Engine
integration.
|
Appendix
A, Page - 2 -
Figure
1;
Beta design-1, OCT Optical Engine in All Fiber
Implementation
Figure
2;
Beta design-1, Physical Layout of Fiber Based OCT Optical
Engine
Appendix
A, Page - 3 -
Goals
for Phase III (Completion by October 8, 2008)
The
principal goals of Phase III are:
|
1.
|
Deliver
(5) integrated Beta design-2, OCT Systems meeting design specifications,
suitable for Dental imaging.
|
|
a.
|
OCT
Optical Engine consisting of:
|
|
i.
|
OCT
Tunable Laser
|
|
ii.
|
Micro
optics, OCT Optical Interface Module with integrated Red pointing
laser,
|
|
iii.
|
Electronics
including:
|
|
1.
|
Tunable
Laser HV amplifier circuit
|
|
2.
|
Interferometer
Clock pulse detector and pulse doubling
circuit
|
|
3.
|
High
SNR optical receivers with anti-aliasing
filters
|
|
iv.
|
OCT
Optical Engine Mechanical Mount chassis
|
(Assumes
that ▇▇▇▇▇▇ provides the external chassis and switching power supply See figure
4 for a functional block diagram of the OCT Optical Engine and figure 5 for
a
physical layout)
|
2.
|
Evaluate
integrated Beta design-2 OCT systems against the Beta design-1 all
fiber
OCT System and document the system level specifications and
performance.
|
|
3.
|
Documentation
of work efforts and testing results including creation of specific
reports
for product performance, failure analysis, design specifications
and
handoff to manufacturing.
|
|
4.
|
Creation
of manuals and documents to allow ▇▇▇▇▇▇ to continue to use the product
in
a manufacturing environment and support of on-going regulatory approval
processes.
|
AXSUN’s
Statement of Work to address the above goals is:
|
1.
|
Build
and evaluate optical interface modules (See figure
3)
|
|
a.
|
Design
refinement/procurement of custom micro-optic
devices
|
|
b.
|
Optical
bench design refinement and
procurement
|
|
c.
|
Optimization
of manufacturing processes and alignment
algorithms
|
|
d.
|
Test
and characterization of modules
|
|
e.
|
Integration
of module with control electronics
|
|
2.
|
Fabrication
of custom single board OCT Optical Receiver Analog
Controller
|
|
a.
|
Procurement
of components
|
|
b.
|
Fabrication
of PCB(s) including tooling charges for
manufacturer
|
|
c.
|
Test
and debug PCBs and modify if needed
|
|
d.
|
Integrate
with Probe and ▇▇▇▇▇▇ Electronics
|
|
e.
|
Respin
PCB’s as necessary
|
|
3.
|
System
integration and integration of probe with Optical
Engine.
|
|
a)
|
Integration
of optical modules with new PCB controller, system hardware and firmware
debug and characterization.
|
|
b)
|
Integration
of probe with Optical Engine and system characterization and test.
|
|
4.
|
Create
Software Interface Manual and example source
code
|
|
5.
|
Create
Electronics interface manual with specifications and testing
procedures.
|
|
6.
|
Create
Product Test program including design documentation and performance
specifications for product testing
purposes.
|
Appendix
A, Page - 4 -
Figure
3
Layout of Integrated Optical Interface
Module
AXSUN
Deliverables (October 8th, 2008):
|
1.
|
Deliver
(5) OCT Optical Engines performing to specification, integrated into
▇▇▇▇▇▇ Lasers OCT system.
|
|
2.
|
Performance
Comparison to fiber coupled prototypes and design specifications.
|
|
3.
|
Reports
detailing a technical design and specification update for integrated
OCT
system.
|
|
4.
|
Lessons
learned report stating any known system performance issues, suggestions
for performance improvements and further cost reductions. A segment
of
this report should also address a path to the next generation of
the
product design.
|
▇▇▇▇▇▇
Laser Deliverables:
|
1.
|
(5)
digital boards for system
integration.
|
|
2.
|
(5)
tested MEMS probes for integration
|
|
3.
|
Power
supplies and chassis for system
integration
|
Appendix
A, Page - 5 -
Figure
4
OCT System with Free Space Integrated Optical Interface
Module
Figure
5
Integrated OCT System with Heatsink and Fiber
Management
Appendix
A, Page - 6 -
Appendix
B
OCT
Optical Engine Specifications
Functional
Description: 1300
nm
AXSUN Tunable OCT Optical Engine
This
device is intended for use in the ▇▇▇▇▇▇ OCT Imaging System.
To
meet
product requirements, ▇▇▇▇▇▇ requires a clean visible image data window to
be
suitable for Dental imaging applications. Displayable Optical window must be
free from optical or electrical artifacts that may be generated by the OCT
Optics Engine or subsequent control electronics.
OCT
Optical Engine Specification:
|
Parameter
|
Symbol
|
Min
|
Typ
|
Max
|
Unit
|
Conditions
|
||||||
|
Repetition
rate
(Master
Clock)
|
9
|
10
|
11
|
KHz
|
||||||||
|
Imaging
Range
|
10
|
mm
|
Measured
in air
|
|||||||||
|
Imaging
Resolution
|
45
|
60
|
um
|
▇▇▇▇▇▇
Probe Spec.
|
||||||||
|
SNR
|
100
|
dB
|
Measured
at Optical receiver output
|
|||||||||
|
#
of Usable Clock Pulses
|
2150
|
2200
|
||||||||||
|
Allowable
Clock Jitter
|
7
|
10
|
%
|
|||||||||
|
Wavelength
Range
|
λc
|
1250-1260
|
1350-1360
|
nm
|
Measured
dynamically at 10KHz
|
|||||||
|
3dB
Emission Bandwidth
|
λBW
|
65
|
75
|
nm
|
||||||||
|
Output
power
|
Po
|
18
|
20
|
mW
|
Modulated
sinusoidally at 10KHz measured with a calibrated power
meter
|
|||||||
|
Power
Consumtion
|
15
|
W
|
Over
15 to 35 degC
|
Table
1
OCT Optical Engine Specifications
Appendix
B, Page - 1 -
Appendix
C
Projected
Quarterly Purchase Order Amounts for OCT Optical Engines
Quarterly
projected shipments against PO#6 for 2009/2010 (Assumes FDA approval by the
end
of calendar 2008):
|
Q1'2009
|
Q2'2009
|
Q3'2009
|
Q4'2009
|
Q1'2010
|
Q2'2010
|
||||||||||||||
|
Units
Delivered
|
100
|
150
|
150
|
200
|
200
|
200
|
|||||||||||||
Appendix
C, Page - 1 -
APPENDIX
D
Continuation
of Supply Agreement
This
Continuation of Supply Agreement is applicable to production OCT Optical Engines
only, and not to development prototype units.
AXSUN
shall offer for sale to ▇▇▇▇▇▇, during the term of the Agreement and for at
least two (2) years after the expiration of the Agreement OCT Optical Engines
conforming to the specifications in Appendix A of the Agreement, or to such
other specifications as authorized officials of the parties may from time to
time mutually agree in writing.
In
the
event AXSUN fails to supply the OCT Optical Engine substantially in accordance
with the release schedules provided by ▇▇▇▇▇▇ under open purchase orders, then
AXSUN shall, without obligation of or charge to ▇▇▇▇▇▇, provide ▇▇▇▇▇▇ with
the
technical information or any other rights required so that ▇▇▇▇▇▇ can
manufacture, have manufactured or obtain such OCT Optical Engines from other
sources for ▇▇▇▇▇▇’ products only and only within the exclusive field of use.
The technical information includes, by example; and not by way of limitation:
(a) manufacturing drawings and specifications of raw materials and components
comprising such Material or Parts, (b) manufacturing drawings and specifications
covering special tooling and the operation thereof, (c) a detailed list of
all
commercially available Material or Parts and components purchased by Supplier
on
the open market disclosing the Material or Part number, name and location of
the
Supplier and price lists for the purchase thereof. If ▇▇▇▇▇▇' use of the
technical information involves use or copying of copyrighted material or the
practice of any invention covered by a patent, AXSUN shall not assert the
copyright or patent against ▇▇▇▇▇▇, its vendors, distributors, customers, and
their respective affiliates, subsidiaries and assigns. AXSUN’s obligation to
supply the technical information is subject to ▇▇▇▇▇▇ written agreement to
maintain the confidentiality of any technical information and ensure the
protection of AXSUN's trade secrets and confidential information.
Appendix
D, Page - 1 -
APPENDIX
E
Revised
Schedule of NRE Payments
In
the
event that ▇▇▇▇▇▇ terminates the agreement without cause as stated in section
6,
▇▇▇▇▇▇ and Axsun agree to the following revised NRE payments and milestones.
|
NRE
Payment
|
||||||||||
|
Milestone
|
Description
|
Scheduled
Date
|
Due
|
|||||||
|
Program
Kickoff
|
Prepayment
for Materials
|
April 29th, 2008 |
$
|
50,000
|
||||||
|
Fiber
System Delivery
|
Delivery
of 3 Fiber Based Systems
|
June 30th, 2008 |
$
|
100,000
|
||||||
|
Critical
Design Review
|
Review of Electronics and Optical interface module designs forIntegrated OCT System | August 15, 2008 |
$
|
100,000
|
||||||
|
Electronics
Delivery
|
Availability of Final Electronics PCBs | August 30, 2008 |
$
|
100,000
|
||||||
|
Integrated
System Delivery
|
Delivery of 5 Integrated OCT Systems | September 30, 2008 |
$
|
100,000
|
||||||
Appendix
E, Page - 1 -