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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS AND
ENCLOSED BY BRACKETS. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
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LETTER AGREEMENT
by and between
ANSYS DIAGNOSTICS, INC.
and
MOLECULAR INNOVATIONS, INC.
Dated September 24, 1998
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EXHIBIT 10.15
September 24, 1998
Molecular Innovations, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Re: Development and Optimization of XtraAMP
and SCIP for [***]
Dear ▇▇▇▇:
This letter is intended to set forth the mutual understanding of ANSYS
Diagnostics, Inc. ("ANSYS"), and Molecular Innovations, inc. ("MII"), regarding
the development and optimization phase in producing the above-referenced devices
for commercial use and application.
MII and ANSYS shall collaborate in the development and optimization of [***]
and the automation of production processes for XtraAMP. Each party shall
undertake its development obligations hereunder at its sole cost and expense.
MII shall retain any patentable rights associated with each of XtraAMP and
[***] and ANSYS shall retain any patentable rights associated with manufacturing
processes developed by ANSYS.
MII's responsibilities in the development and optimization phase are:
1. To provide such information regarding methods, reagent volumes,
sequences and other use requirements as may be requested by ANSYS or as
may be relevant to the development and optimization of the devices.
2. To provide such technical personnel as may be necessary to conduct
feasibility tests of the products and deliver results to ANSYS in a
timely manner.
3. To provide reagents and any other MII proprietary components and
materials as are necessary to produce the devices.
ANSYS' obligations hereunder are:
1. To provide design and engineering support for development of [***].
2. To provide design and engineering support to develop and implement the
XtraAMP manufacturing process.
[***] Confidential treatment has been requested for the redacted portions. The
confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
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3. To assign a project manager to supervise the development and
optimization phase for [***] and to supervise the development of the
XtraAMP manufacturing process.
4. To procure all necessary capital and other equipment to develop the
XtraAMP manufacturing process, which equipment shall at all times remain
the property of ANSYS.
The parties contemplate and agree that upon completion of the development and
optimization phase hereunder to the mutual satisfaction of each of MII and
ANSYS, the parties shall negotiate and agree upon final product specifications
and pricing for the XtraAMP sample preparation product and for the [***] test.
As consideration for the performance by ANSYS in connection with the performance
of its obligations hereunder, and as a material inducement for ANSYS' agreements
hereunder, MII further agrees to designate and appoint ANSYS as its exclusive
manufacturer on a worldwide basis for each of XtraAMP and [***], as its
non-exclusive distributor of [***] and XtraAMP in all markets in which MII has
distribution rights, and as its exclusive distributor of XtraAMP in the [***]
markets, all for a term not less than five (5) years from the launch date of
each of the respective products.
Upon completion of the development and optimization phase for [***] and/or
XtraAMP, as the case may be, MII and ANSYS agree to enter into one or more
definitive agreements incorporating the product specifications, pricing,
manufacturing rights and distribution rights contemplated hereby.
If the foregoing accurately sets forth our understanding regarding the matter,
please indicate by signing a counterpart of this letter and returning it to me
at your earliest convenience.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ AGREED AND ACCEPTED:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ MOLECULAR INNOVATIONS, Inc.
President/CEO
By: ▇▇▇▇ ▇▇▇▇▇▇▇
President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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[***] Confidential treatment has been requested for the redacted portions. The
confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
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