Exhibit 10.19
Service Agreement
Letter of Understanding
6/12/2001
This letter of understanding, agreed to on June 13, 2001 by both parties, is
intended to outline the operational and financial arrangement between ARUP
Laboratories ("ARUP") of Salt Lake City, Utah and Biomedical Diagnostics, LLC
("BMD") of Ann Arbor, Michigan in regards to sale of the Mammastatin Serum Assay
("MSA"). This letter outlines terms for the sale of products and services that
BMD will provide to ARUP.
BMD represents that it is a Michigan Company that has obtained CLIA
Certification as a clinical testing laboratory through the State of Michigan,
and has initiated registration with New York State Department of Health. BMD is
also authorized to market the MSA, which is derived technology developed at the
University of Michigan and licensed to Biotherapies, Incorporated.
ARUP is a clinical laboratory, wholly-owned by the University of Utah, that
desires to offer the MSA test to is customers. ARUP realizes that the MSA
technology has not yet received FDA approval but that such approval is being
sought. Until FDA approval of the assay is received, ARUP intends to offer the
MSA for informational purposes to aid physicians in patient management.
As a mechanism to offer the MSA, ARUP and BMD agree as follows, ARUP's use of
the MSA will occur in two phases. During phase I, which will include the initial
launch period, ARUP will collect blood samples and send them to BMD for testing.
BMD will produce the test results and will send a report on the testing to ARUP
within 3 business days of BMD's receipt of the sample. ARUP will pay to BMD a
fee for each test performed at BMD during this phase, except for retests
required because of inconclusive results. ARUP will send out technical
information about MSA to its customers. BMD will provide all clinical test
results and any necessary research information to ARUP to allow ARUP to support
its technical disclosures to customers. BMD will provide technical support of
the MSA for ARUP customers.
During phase II ARUP will take over responsibility for performing the testing.
BMD will supply at no charge to ARUP the necessary quality controlled reagents
and control materials to allow ARUP to perform testing. ARUP will pay to BMD a
royalty for each billable test performed during the phase. BMD will sponsor and
seek to publish additional clinical studies to promote use of the MSA and will
also independently promote the test service. ARUP will be mentioned as offering
the Mammastatin test in any advertisements that BMD releases. ARUP will provide
technical support of the MSA for its customers during the second phase of this
relationship.
Charges to ARUP for the testing at BMD during phase I will be $95.00 per
billable test.
The royalty payable by ARUP to BMD for the testing at ARUP during phase II will
be $50.00 per billable test.
During phase I of this relationship BMD will invoice ARUP monthly for each test
that is performs for ARUP and will expect compensation with terms of 30 days
net. ARUP will be responsible for collecting its payment from its customers.
During phase II ARUP will order the MSA reagents and materials from BMD. ARUP
will provide a monthly accounting by the 5th business day of each month for
billable tests performed in the previous month. BMD will invoice ARUP monthly
for the number of billable tests performed by ARUP in the previous month. ARUP
will make payment with terms of 30 days net.
This Letter of Understanding represents the entire agreement between ARUP and
BMD. There is no implied liability or contract between the parties other than
the understanding outlined above.
This agreement can be terminated without cause by either party providing all
products and services are paid for under the terms of this agreement before such
termination is considered.
Agreed, for
ARUP Laboratories Biomedical Diagnostics, LLC
By: /s/ ▇. ▇▇▇▇ Ash By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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It's: Executive VP, Director of It's: President
Business Development