1
CONFIDENTIAL TREATMENT
EXHIBIT 10.5
TECAN
REDESIGN AND PRODUCTION TRANSFER
This Agreement, made and entered into this January 12, 1995
between
TECAN AG
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
(hereinafter referred to as "TECAN")
and
ROCHE IMAGE ANALYSIS SYSTEMS
a Division of Roche Biomedical Laboratories, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
(hereinafter referred to as "ROCHE")
Whereas, TECAN will redesign the existing CYTO-RICH(TM) prototype hereafter
called "Product" according to the specifications of ROCHE.
Whereas, TECAN will prepare production of Product according to ISO 9001
standards for subsequent distribution.
2
CONFIDENTIAL TREATMENT
Now, therefore in consideration of the mutual covenants hereinafter expressed,
the parties agree as follows:
1. DEFINITIONS
1.1 Concept phase, consists of the preparation of a detailed Project
Book. The Project Book describes explicitly the Product according to
the specifications of ROCHE including transfer costs to ROCHE. The
concept phase is finalised with the milestone project release.
1.2 Prototype phase includes the development of one prototype of Product
according to the design, concept and specifications of the Project
Book. The prototype phase is finalised with the design review and
prototype release.
1.3 Pilotseries phase consists of the production of the first lot of
*** ******* of Product. The pilotseries phase will terminate with
the release of the pilot built.
2. PROJECT MANAGEMENT
2.1 TECAN will appoint a project manager responsible for the project
within the timeframe and cost frame quoted hereafter.
2.2 The project manager will coordinate and invite ROCHE for each
milestone, accomplishing one project phase.
2.3 The project manager will inform ROCHE immediately upon any
deviation from the project plan.
3. QUOTES FOR PROJECT PHASES
3.1 CONCEPT PHASE
Price: The concept phase is quoted for ***
******.
Result: The result will be presented with a
Project Book (Ver 1.0, see enclosed
copy).
Timeframe: The Project Book will be available in
week 52.
Milestone for next phase: Project release after approval of the
concept phase's result by ROCHE.
3.2 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇
CONFIDENTIAL TREATMENT
Price: The Prototype phase is quoted for ***
****.
Result: TECAN will build one prototype with
concentration on the critical parts
only. The prototype belongs to TECAN.
Production documentation for pilot
build will be ready.
Timeframe: The prototype phase is finalised 3
months after project release.
Milestone for next phase: Prototype release after approval of
prototype phase's result by ROCHE.
3.3 PILOTSERIES PHASE
Price: Engineering work for the pilotseries
is quoted for *** ****, not
including the instruments.
Transferprice of Product is quoted as
*** ****. The pilotseries
consists of ****.
Result: Final documentation, QC- procedures
and production plans for Product.
Pilotseries of Product
Timeframe: 4 months after prototype release
Milestone for next phase: Release pilot build
after approval of pilot series
phase's results by ROCHE.
3.4 Project release shall initiate prototype phase and prototype
release shall initiate pilotseries phase unless termination by
ROCHE or TECAN according to section 7.2 and 7.3 of this
Agreement.
4. PAYMENT
4.1 Payments shall be made for each phase in CHF within 30 days
after the milestone meeting. Payment shall be made by ROCHE
irrespective of any approval of the respective phase's result.
5. TRAVELLING/EXPENSES
4
5.1 Each phase's results shall be presented by TECAN to ROCHE at
the milestone meeting which shall take place at TECAN's
premises in Switzerland.
5.2 All expenses shall be borne by the travelling party.
if to ROCHE: if to TECAN:
ROCHE IMAGE ANALYSIS SYSTEMS TECAN AG
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
Elon College, NC 27244 8634 Hombrechtikon
USA SWITZERLAND
Or to such other address as to which either party may advise
the other in writing that notices should be sent.
9. GOVERNING LAW AND ARBITRATION CLAUSE
9.1 This Agreement shall be governed by, and construed in
accordance with, the laws of Switzerland.
9.2 Any disputes arising out of or in connection with this
Agreement, including disputes on its conclusion, binding
effect, amendment and termination, shall be resolved to the
exclusion of the ordinary courts by a sole arbitrator in
accordance with the International Arbitration Rules of the
Zurich Chamber of Commerce. Arbitration shall be conducted in
the English language.
Hombrechtikon, January 12, 1995 Elon College
TECAN ▇▇ ▇▇▇▇▇ IMAGE ANALYSIS SYSTEMS
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇.▇▇▇▇▇▇
----------------------------------- ----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
S&M Manager R&D Manager General Manager