Cepheid Contracts
Sample Business Contracts
Distribution Agreement [Addendum No. 1] - Cepheid and Fisher Scientific Co. LLC
ADDENDUM 1
FISHER CANADA ("DISTRIBUTOR") ADDENDUM TO AGREEMENT BETWEEN CEPHEID
("SUPPLIER") AND FISHER SCIENTIFIC COMPANY L.L.C.
Note: It is the purpose of this Addendum to define contractual terms and
conditions that differ from terms and conditions outlined in the Agreement
between Cepheid and Fisher Scientific Company L.L.C., dated January 10, 2000,
and that apply specifically to the contractual relationship between Fisher
Canada ("Distributor") and Cepheid ("Supplier"). Any terms and conditions in the
Agreement that are not specifically referenced or redefined in this Addendum are
deemed to apply in the contractual relationship between the Distributor and the
Supplier.
2. Distribution Rights. Supplier grants to Distributor the exclusive right to
distribute the Products in Canada into the Life Science Research Market. Such
rights shall be exclusive except for: (a) Supplier's reserved right to sell
exclusively and directly to the end user customers listed in Exhibit B and (b)
Supplier's right to make OEM sales of thermal cyclers, accessories and/or
reaction tubes similar to Products which Supplier may sell and ship to a firm
for resale under the firm's label.
2b. Exclusive Supplier. In the event that Supplier chooses to make OEM sales of
thermal cyclers, accessories and/or reaction tubes, Distributor retains the
right to distribute other systems capable of performing thermal cycling with
real-time optical detection.
2c. Sales Targets; Loss of Exclusivity. Minimum sales target are for the
Canadian market only. Failure of any other Fisher affiliate to meet sales
minimums shall in no way affect this agreement between Distributor and Supplier.
The Sales targets are as follows:
<TABLE>
<CAPTION>
Year 1 Year 2
------ ------
<S> <C>
[***] units [***] units
</TABLE>
In lieu of the monthly reporting requirements defined in the Agreement between
Cepheid and Fisher Scientific Company L.L.C., Distributor will provide to
Supplier copies of each customer invoice, at the same time it is sent to the
customer. Included will be customer address and phone number, contact name, unit
serial number, net sales price, and ship date.
The quarterly forecast to be provided to the Supplier by the Distributor, as per
the Agreement between Cepheid and Fisher Scientific Company L.L.C., shall be
updated by the Distributor on a monthly, rolling quarter basis.
3. Product Price. The Product list prices and transfer prices to Distributor
shall be as listed in Exhibit A. These prices shall be firm through December 31,
2001. Notice of price changes shall be sent to:
Marketing Department
Fisher Scientific Canada
112 Colonnade Road
Nepean, Ontario
K2E 7L6
4. Warranty. Intrinsically flawed and defective Products shall be returned by
Distributor to the Supplier for full invoice credit plus shipping charges. Field
retrofits and software upgrades necessary to provide for claimed system
performance will be implemented in Distributor's stock and in Distributor's
customers units at Supplier's expense.
[***] CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE> 2
The Supplier warrants that the Products will comply and be manufactured,
packaged, labeled and shipped in compliance with all applicable federal,
provincial and local laws, orders, regulations and standards (such as those of
the Canadian Standards Association or equivalent)
5. Shipping. Products shall be shipped "F.O.B. Freight Collect" to
Distributor's facilities as designated by Distributor. The Supplier shall use
its best efforts to ship orders within 20 working days after order receipt;
Distributor may cancel orders not shipped within 45 working days of order
receipt. The Supplier shall provide blanket Free-Trade certificates in the form
requested by Distributor prior to Distributor commencing the distribution of the
products or on an annual basis and will be responsible for all assessments
levied by Revenue Canada for improper certificates.
8. Term. After the three year contract term, this Agreement shall be in effect
until terminated by either party with 90 days written notice to the other.
13. This Agreement shall be governed by and construed in accordance by the laws
of the Province of Ontario if legal action is instituted by the Supplier or by
the laws of California if legal action is instituted by Distributor.
14. Both parties agree that during the term of this agreement and for 1 year
after termination (for whatever reason), neither party will hire nor attempt to
hire one another's' employees with prior written consent of both parties.
The parties have executed this Agreement by their duly authorized
representatives.
CEPHEID FISHER SCIENTIFIC LIMITED
/s/Thomas Gutshall /s/Signature Illegible, President
--------------------------- -----------------------------------
Cepheid Signature Fisher Scientific Limited Signature
11/27/00 12/20/00
--------------------------- ---------------------------
Date Date
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EXHIBIT A
SMART CYCLER SYSTEM
<TABLE>
<CAPTION>
Part# Description List Price Fisher Price
----- ----------- ---------- ------------
<S> <C> <C> <C>
SC1000N1-1 Smart Cycler Starter System US$32,000 [***]% of list
(includes one 16-site processing
block, accessory pack*, and
desk-top computer)
SC1000N3-1 Smart Cycler Processing Block US$29,000 [***]% of list
(one16-site processing block and
USB interface cable)
</TABLE>
* Accessory pack includes 1 mini-centrifuge, four reaction tube racks, one
cooling block, software and manual.
ACCESSORIES
<TABLE>
<CAPTION>
Part# Description List Price Fisher Price
----- ----------- ---------- ------------
<S> <C> <C> <C>
900-0020 Mini-centrifuge US$325.00 [***]% of list
900-0027 Tube Racks US$30.00 [***]% of list
900-0028 Cooling Block US$85.00 [***]% of list
</TABLE>
REACTION TUBES
<TABLE>
<CAPTION>
Part# Description List Price Fisher Price
----- ----------- ---------- ------------
<S> <C> <C> <C>
900-003 1 Bag of 25 (mu)L Smart Cycler US$30.00 [***]% of list
Reaction Tubes (50 tubes/bag)
900-0004 1Bag of 100(mu)L Smart Cycler US$30.00 [***]% of list
Reaction Tubes (50 tubes/bag)
900-0022 1 Carton of 25(mu)L Smart Cycler US$550.00 [***]% of list
Reaction Tubes (20 bags of 50 tubes ea)
900-0023 1 Carton of 100(mu)L Smart Cycler US$550.00 [***]% of list
Reaction Tubes (20 bags of 50 tubes ea)
</TABLE>
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EXHIBIT B
Canadian Biothreat Customers Excluded From The Fisher Canada Field (to be served
exclusively by Cepheid)
[***]
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EXHIBIT C
Sales & Marketing Support - Respective Roles and Responsibilities of Distributor
and Supplier (Canadian Distribution)
During the term of this agreement, Distributor shall use its reasonable best
efforts to actively promote the Products of this agreement in Canada through its
sales force (including Account Representatives, Sales Representatives and
Instrument Specialists). Distributor shall support such sales at its own expense
via the following activities:
o Launch package/training material distributed to entire sales and
customer service organization;
o Train and support Customer Service Organization through dedicated
Fisher Canada Product Trainer;
o Provide the opportunity for Supplier to train sales force and
Instrument Specialists in Canada on (i) Smart Cycler System, (ii)
basics of Real-Time PCR, (iii) Lead qualification and (iv) directing
of detailed technical questions;
o Provide the opportunity for Supplier to train Instrument Specialists
in Canada on (i) demonstrating the Smart Cycler system (ii)
applications and software;
o Provide opportunities for Supplier to provide formal follow-up
training as agreed upon by the Distributor and Supplier;
o Utilize its own Sales and Marketing Management resources as necessary
to ensure that its sales force and Instrument Specialists, including
new hires, have the necessary knowledge to effectively sell the
Products. Informal follow-up training (including field based training)
will be provided, as necessary, by the Distributor's Sales and
Marketing Management
o Half page advertisements in upcoming issues of Lab Solutions
publication, according to the following schedule: 2001: 2 issues;
2002: 2 issues; 2003: 1 issue.
o Product information in "What's New" section of Distributor web-site
o Supplier added to supplier list for Distributor web-site
o Display Products at trade shows where appropriate
o Include products in Distributor Sponsored catalogues and literature
o Provide sales commissions and other sales incentives as necessary to
support Product sales.
During the term of this agreement, the following activities will also be
undertaken by Supplier, as described below:
o Supplier will have primary responsibility for providing technical
support to customers for its products;
o Supplier will provide Distributor with reasonable quantities of
product and application literature at its own costs;
o Supplier will provide Distributor with an electronic file of a Product
Data Sheet to enable the Distributor to produce, at its own costs, a
specific data sheet for the Canadian market;
o Supplier will provide thirteen (13) copies of all operating manuals,
brochures and accessories price lists concerning the servicing of
each of the Products, free -of-charge, in a paper or electronic format
as designated by Distributor
o Supplier shall provide Distributor with demo unit(s), travel cases and
accessories at an agreed transfer price which includes a $[***] charge
for an extended 2 year warranty;
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o Supplier will provide 10 copies of demo software, when available, for
sales force;
o Supplier shall provide personnel to train Distributor sales force in
Canada. Training will be provided at 2 to 3 levels to cover instrument
specialists and general sales force. The maximum number of training
sessions will be two per year.
o Supplier shall provide a combined training and co-travel support in
Canada to Distributor of at least 10 person days in year 1 and 15
person days in year 2 of this agreement.
In addition, Supplier may choose, at its own discretion and cost, to participate
in the following activities:
o Attend and have a booth at Distributor's National Sales Meeting
o Participate in account specific vendor shows
o Co-travel with Distributor sales representatives
o Advertise and exhibit in other publications and meetings, making
reference to Distributor as the exclusive distributor in Canada.
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