1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.2(b)
AMENDMENT TO THE RESELLER AGREEMENT
DATED 22ND DAY OF JULY, 1996 AND
24TH DAY OF JULY, 1997
The Reseller Agreement between Tropix, Inc. ("Tropix") and Digene
Corporation ("Digene") is hereby amended as follows:
Schedule A is amended as follows:
SCHEDULE-A
PRODUCT AND MINIMUM PURCHASES
Product: [*******] CDP-Star(R) with [************] of
Emerald-II(TM)Enhancer in [**************].
Minimum Annual Purchases For Product Purchased for Use in Human In Vitro
Diagnostics:
[**] Liters of Product in [**********************]
[***] Liters of Product in [******]
[***] Liters of Product in [******]
[***] Liters of Product in [******]
Minimum Annual Purchases For Product Purchased for Pharmaceutical Screening:
[**] Liters of Product in [*****************]
[***] Liters of Product in each Fiscal Year thereafter
*FY = Fiscal Year is July 1 through June 30
2
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Schedule B is amended as follows:
SCHEDULE B
PRICES AND ROYALTIES
PRICES
Price per liter of Product based upon aggregate purchases per calendar year:
[******] [******] [*****************]
[*****] [******] [*****] $[***]/liter
[********] [*********] [*********] $[***]/liter
[*****] [*****] [*****] $[***]/liter
Beginning [**************], each of the foregoing prices may be changed by
multiplying such price by a fraction, the numerator of which shall be the
Index as of the most recent date available prior to the date of such change
and the denominator of which shall be the Index as of the most recent date
available prior to the date of the Agreement to which this Schedule B is
attached. As used herein, "Index" shall mean the Producer Price Index
published by the U.S. Department of Labor.
ROYALTY RATES:
For Product Purchased for Use in Human In Vitro Diagnostics or Pharmaceutical
Therapeutics Research and Development
The first $[*********] of Net Sales: the greater of: [***]% of Net Sales of
Tests, or $[****] per Test.
Thereafter: the greater of [***]% of Net Sales of
Tests, or $[****] per Test.
For Product Purchased for Pharmaceutical Screening
[***]% of Net Sales of Tests
3
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment
by their duly authorized representatives as of 5/14/1998.
TROPIX, INC. DIGENE CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------- ----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- --------------------------------------
Title: Vice President, Marketing Title: Vice President, Business Development
-------------------------- -------------------------------------
Date: May 14,1998 Date: May 14, 1998
-------------------------- --------------------------------------
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