Exhibit 10.8
AGREEMENT NO. 99.10
ON TECHNICAL AND SCIENTIFIC PRODUCTION
DEVELOPMENT AND MANUFACTURE
Karlsruhe 07.10.1999.
BALTIC SCIENTIFIC INSTRUMENTS (BSI, LTD.) hereinafter referred to as the
PERFORMER, in the presence of President Dr. ▇▇▇▇▇▇▇▇ GOSTILO, acting on basis of
Status of the company, on the one hand and BRUKER AXS ANALYTICAL X-RAY SYSTEMS
GMBH, hereinafter to as the CUSTOMER, in the presence of Managing Director ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇, acting on basis of the company on the other hand have concluded
the present agreement on the following.
1. SUBJECT OF THE AGREEMENT
1.1. The CUSTOMER commits and the PERFORMER takes on himself development and
manufacture of the X-Ray Radiation Spectrometer Prototype with Thermoelectric
Cooling of Si Detector (Product 2).
1.2. The task delivery term according to the agreement is 10.01.2000.
1.3. The acceptance and the valuation of the technical and scientific production
to be made according to the Technical Assignment to the task (Supplement 1),
which is an integrated part of the agreement.
2. THE COST OF THE TASK AND THE TERMS OF PAYMENT
2.1. As a payment for the task in according to the present agreement the
CUSTOMER will transfer to the PERFORMER USD [**].
2.2. 50% of the payment to be made after delivery of the prototype. 50% of the
payment to be made after successful test of the detector. The test has to be
completed latest 2 months after delivery. The acceptance test will be at Bruker
AXS in Karlsruhe. If the detector does not meet the specifications, the detector
will be returned to BSI and the second 50% payment will not be made.
2.3. The prices for delivery of further units depend on their quantity and are
given in suplement 2.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [**] AND FILED
SEPARATELY WITH THE COMMISSION.
2
3. THE TERMS OF THE ACCEPTANCE OF THE TASK
3.1. After the task is completed the PERFORMER presents the spectrometer device
prototype to the CUSTOMER in Karlsruhe where the joint acceptance test takes
place. In the case of the test positive results the acceptance report will be
made, that is the basis for payment of the first half of the sum of the existing
contract
3.2. The delivery of spectrometer device is executed CPT-Karlsruhe. Production
code 903010900.
4. RESPONSIBILITIES OF THE PARTIES
The PERFORMER and the CUSTOMER are responsible for appropriate fulfillment of
the present agreement by their property according to legislation in force.
5. PERIOD OF VALIDITY AND LEGAL ADDRESSES OF THE PARTIES
5.1. Legal addresses and bank's data of the parties:
The PERFORMER: Ganibu dambis 26, ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇,
▇▇-▇▇▇▇, ▇▇▇▇▇▇
CORRESPONDENT: S.W.I.F.T. code [**],
CHIPS UID 33651
THE BANK OF NEW YORK, New York
BENEFICIARY'S BANK: ACCOUNT N [**]
S.W.I.F.T. code [**],
Parex Bank, Riga
BENEFICIARY: ACCOUNT [**]
THE CUSTOMER: OSTL. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇,
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
The supplement to the agreement: Technical Assignment (3 pages).
THE PERFORMER THE CUSTOMER
/s/ V. Gostilo /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------- -----------------------
V. Gostilo, Ph.D. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
President Managing Director
BALTIC SCIENTIFIC INSTRUMENTS BRUKER AXS
ANALYTICAL X-RAY SYSTEMS GMBH
[SEAL]
BALTIC
SCIENTIFIC
INSTRUMENTS
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
[BSI LOGO] BALTIC SCIENTIFIC INSTRUMENTS
-----------------------------
SUPPLEMENT 1
TO THE CONTRACT NO. 99.10 DD 07.10.99
X-RAY RADIATION SPECTROMETER
WITH THERMOELECTRICAL COOLING OF SI DETECTOR (PRODUCT 2)
Technical Assignment
1. APPLICATION OF THE DEVICE
X-Ray Radiation spectrometer based on Si detector with thermoelectric cooling
(further - spectrometer) is applied for X-Ray radiation conversion into electric
signals, their further amplification and analog filtration, registration,
accumulation, visualisation and spectra processing with PC of IBM-PC type.
2. COMPLETE SET
Spectrometer should comprise:
- X-Ray radiation Si detector with thermoelectric cooling (DS), with vacuum
chamber with thermoelectric cooler (TC) and Si detector, charge sensitive
preamplifier, electro discharge magnetic pump (MP), supply and signal
transfer connectors;
- spectrometrical device in [**] crate (MS), comprising analog processor,
analog digital converter, microprocessor device with buffer memory and
data transfer interface via RS-232, TC and MP supply unit, supply unit for
preamplifier, Si detector and all electronic assemblies, closed water
cooling system for DS (SWC), comprising radiator with air cooling and
water pump.
3. TECHNICAL CHARACTERISTICS
1. [**]
2. [**]
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
3. [**]
4. [**]
5. [**]
6. [**]
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22. [**]
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
23. [**]
4. COMPLETE DELIVERY SET
1. Si detecting unit
2. Spectrometry device MS
3. Electrical cables
4. Water cooling system pipes
5. Passport and operator manual, including software package for Windows NT
4.0, installation guide.
6. Package
THE PERFORMER THE CUSTOMER
▇.▇▇▇▇▇▇▇ BRUKER AXS Analytical X-ray Systems GmbH
/s/ ▇.▇▇▇▇▇▇▇ Systeme fur die Rontgenanalytik
Ostl. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇
[SEAL] 76187 Karlsruhe
BALTIC
SCIENTIFIC /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
INSTRUMENTS
Technical Director
Baltic Scientific Instruments
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
[BSI LOGO] BALTIC SCIENTIFIC INSTRUMENTS
-----------------------------
SUPPLEMENT 2
TO THE CONTRACT NO.99.10 DD 07.10.99
The prices for the delivery of the X-ray Radiation Spectrometer with
Thermoelectric Cooling (Product 2) depending on their quantity:
[**]
THE PERFORMER THE CUSTOMER
▇.▇▇▇▇▇▇▇ BRUKER AXS Analytical X-ray Systems GmbH
/s/ ▇.▇▇▇▇▇▇▇ Systeme fur die Rontgenanalytik
Ostl. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇
[SEAL] 76187 Karlsruhe
BALTIC
SCIENTIFIC /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
INSTRUMENTS
Technical Director
Baltic Scientific Instruments
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
ATTACHMENT 3
REQUIRED STANDARDS:
ELECTRICAL SAFETY:
o DIN EN 61010-1 (IEC 1010-1)
Safety requirements for electrical equipment for measurement, control and
laboratory use.
ELECTROMAGNETIC COMPATIBILITY:
o EN 50081-1
Generic Emission Standard for residential, commercial and light industry.
o EN 50082-2
Generic immunity standard for industrial environment
ADDITION TO ITEM 7 IN "TECHNICAL CHARACTERISTICS"
[**]
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
/s/ ▇.▇▇▇▇▇▇▇
BRUKER AXS Analytical X-ray Systems GmbH
Systeme fur die Rontgenanalytik [SEAL]
Ostl. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ Karlsruhe SCIENTIFIC
INSTRUMENTS
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
[LETTERHEAD OF BRUKER AXS]
LETTER OF UNDERSTANDING
Between
Bruker AXS GmbH
Ostliche ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇ - ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Baltic Scientific Instruments
Ganibu dambis 26, ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇,
▇▇-▇▇▇▇, Lativa
Bruker AXS GmbH and Baltic Scientific Instruments are expressing their intention
to enter an exclusive supply agreement for energy dispersive detectors for the
use in X-ray analysis. This letter is based on the AGREEMENT NO. 99.10 ON
TECHNICAL AND SCIENTIFIC PRODUCTION DEVELOPMENT AND MANUFACTURE signed between
the two parties dated 07.10.1999.
The following conditions are targeted by both parties:
1. Product as per specification of the AGREEMENT No. 99.10 dd. 07.10.99
2. Price detector unit (OCT Karlsruhe) as Supplement 2 to the Contract No. 99.10
dd. 07.10.99
3. Payment terms: 60 days net after delivery
4. Delivery time: 3 months ARO
5. Warranty: [**] after delivery
6. Worldwide Exclusivity: For the field of X-ray Diffraction BSI
will sell the product of the Agreement
No. 99.10 only via Bruker AXS GmbH
/s/ ▇▇▇▇▇▇▇▇ Gostilo /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------- -----------------------
▇▇▇▇▇▇▇▇ Gostilo, Ph.D. ▇▇▇▇▇▇ ▇▇▇▇▇, Ph.D
President Managing Director
BALTIC SCIENTIFIC INSTRUMENTS BRUKER AXS GMBH
[**]Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
