Exhibit 10.4
/logo/
MWGAG
BIOTECH
Today for Tomorrow
Agreement concerning the Cooperation of
Bruker Daltonik GmbH
and
MWG-Biotech AG
Objective
MWG-Biotech AG (MWG) and Bruker Daltonik GmbH and their Bruker branches (Bruker)
are contemplating entering into commercial and technical cooperation in the
field of DNA research through SNP analysis, as well as other potential molecular
biology areas of application by means of MALDI-TOF mass spectrometry.
Validity
As soon as this agreement is signed by both sides, it shall be valid at least
until December 31, 2002. It shall be extended by two years upon submission of
the signed agreement of both sides.
Product definition, development objective, and periods of time
The following products are to be developed or further developed in combination,
and thereafter jointly marketed, as a solution for the field of low and medium
daily sample throughput:
o Bruker: The Bruker MALDI-TOF mass spectrometer BIFLEX III in a linear
configuration having the specifications listed in Appendix I.
Development objective: [*](1) Timeframe: [*]
/letterhead information/
----------
(1) [*] Indicates information has been omitted and separately filed with the
Securities and Exchange Commission pursuant to an application for an order
declaring confidential treatment thereof.
MWG AG Biotech
Today for Tomorrow
o MWG: provision of equipment for the primer extension reaction and sample
preparation robotics having the following tasks:
o Sample preparation robot having a throughput of up to 1,000 samples
per day. Time frame: [*](2)
o Sample preparation robot having a throughput of up to 10,000 samples
per day. Time frame: [*]
Both products shall serve, among other things, for the following
applications:
o For use with the "Bruker Magnetic Bead DNA Purification Kit"
o For use with the "Ivo Gut Alkylation Method".
Marketing
Products affected by this agreement shall be deemed OEM products. MWG and Bruker
are free to offer solutions derived from these products competitively or
jointly.
OEM price structure
The following OEM price structure with calendar-year OEM discount rates relative
to the list price (Appendix 1) will be used as the basis for future product
orders:
Bruker Biflex III MALDI-TOF MS:
Number per year OEM discount
#10 [*]
11-20 [*]
21+ [*]
The OEM discount rate will be applied retroactively.
----------
(2) [*] Indicates information has been omitted and separately filed with the
Securities and Exchange Commission pursuant to an application for an order
declaring confidential treatment thereof.
MWG AG Biotech
Today for Tomorrow
For equipment used for its own research or for demonstration purposes, the
discount rate shall increase to [*](3).
MWG:
OEM price structure
Bruker Daltonik GmbH shall receive a [*] OEM discount for the MWG sample
preparation robots. The price for the high throughput robot for up to 10,000
samples per day will be determined as of March 2000. The price for a
demonstration device shall be [*] of our list price.
If sales are made through joint appearances and efforts, prices will be
negotiated on a case-by-case basis.
All prices are ex works, exclusive of customs duty, value-added tax, sales tax
on imports, and similar taxes.
Protection of patronage
In a competitive situation, as soon as one of the parties to the agreement is
able to confirm in writing (letter, fax, e-mail, etc.) the buying intention of a
customer or the impending purchase by a customer, the sale shall be protected
for that party for a period of 12 months.
This protection shall not apply if the other party to the agreement can provide
suitable documentation, within one week of disclosure of the case, proving that
the sale came about through its own efforts.
Installation, maintenance, and service
Bruker is responsible for installation, guarantees, and additional services for
the Bruker Biflex III.
The purchase of a Bruker Biflex III includes equipment installation and a
demonstration of specifications. These services are included in the purchase
price.
----------
(3) [*] Indicates information has been omitted and separately filed with the
Securities and Exchange Commission pursuant to an application for an order
declaring confidential treatment thereof.
MWG AG Biotech
Today for Tomorrow
The customer must prepare the installation area in
accordance with Appendix 2. Expenses relating thereto, as well as other
expendable materials required for the installation, are not included in the
purchase price.
Additional installations and services resulting therefrom, if required, shall be
settled with MWG at the usual Bruker computation rates. The guarantee period
shall be one year from the demonstration of the specifications, but not more
than 15 months after delivery.
MWG:
Installation, maintenance, and service
Services shall remain the same for the MWG sample preparation robots.
Purchasing lead-times and sales projections
The purchasing lead-time for a Bruker Biflex III is three months.
To shorten this purchasing lead-time, MWG shall issue semi-annual sales
projections at least three months prior to the end of the previous half. These
projections shall be reviewed and corrected, if necessary, 30 days prior to the
end of the previous half. Additionally, Bruker will deliver the equipment in a
timely manner. If this planning aid proves not to be useful, with MWG taking
delivery of less than 75% of the projected Bruker Biflex III devices, it will be
suspended and replaced with the usual purchasing lead-time of three months.
MWG:
Purchasing lead-times and sales projections
The purchasing lead-times shall be a maximum of 30 days after receipt of a new
order.
MWG AG Biotech
Today for Tomorrow
Terms of payment
The following terms of payment shall apply for each Bruker Biflex III ordered:
40% 30 days net after receipt of the customer order
40% 30 days net after delivery
20% 30 days net after installation and acceptance of the specifications.
MWG:
Terms of payment
30 days net after delivery.
Protection and utilization of intellectual property in joint developments
For future developments, whether performed jointly, financed jointly, or merely
arising through the exchange of confidential information, MWG and Bruker each
undertake to maintain silence with respect to third parties and to protect the
intellectual property and business information of the other party to the
agreement.
A decision will be made on a case-by-case basis with regard to utilization and
financial recognition of joint developments.
Contact individuals
MWG and Bruker shall each appoint two contact individuals who shall serve as the
interface between the two companies for commercial and technical matters,
respectively, and who shall monitor compliance with this agreement:
For MWG:
Commercial matters: ▇▇▇▇▇▇ Pende, MWG-Biotech AG, Ebersberg
Technical matters: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, MWG-Biotech AG, Ebersberg
MWG AG Biotech
Today for Tomorrow
For Bruker:
Commercial matters:
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Bruker Daltonik GmbH, Bremen,
Technical matters:
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Bruker Saxonia Analytik GmbH, Leipzig
This agreement enters into force when it is signed:
Bremen, November 15, 1998 Ebersberg, November 2, 1999
Bruker Daltonik GmbH MWG-Biotech AG
/corporate address stamp/ /corporate address stamp/
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: General Managers Title: CEO
/signatures/ /signature/
MWG AG Biotech
Today for Tomorrow
Price List
RoboAmp(R)
RoboAmp(R)4200 basic platforms DM
RY-4200 M Robot for the automation of Non Cross Contamination (NCC) PCR 147.500,00
and loading of MALDI samples
including: 1 washable tip assembly for sample distribution, handler
for positioning of microplates
96 well HTR thermocycler with motorized lid
Disposable tip assembly for sample distribution
Air waste chassis and electronic chassis
Automated tube/well sealing device
Power Supply
RoboSeq sample management and application software
MWG analysis and control unit
Reagent rack, cooled
Sample position for 2 plates, non cooled
Pipetting positions, cooled for 2 microplates (1 cooled/1 non cooled)
Stacker for 8 microtitre plates
Disposable tip rack for 8 x 96 tips
Module for loading of MALDI carriers in 96 and 384 well format
Accessories
Reagent Rack
RY-RC Reagent rack, cooled 8.150,00
RY-RN Reagent rack, non cooled 3.050,00
RY-RS Reagent rack, small non cooled 1.150,00
Sample Position
RY-SPT Tube rack, 96 positions, 1.5 ml, non cooled 1.450,00
RY-SPTC Tube rack, 96 positions 1.5 ml, cooled 6.920,00
RY-SPC Sample position for 2 plates/1 cooled/1 non cooled 6.450,00
RY-SPN Sample position for 2 plates, non cooled 1.560,00
RY-SPS Sample position for 2 microtitre plates 820,00
Pipetting Position
RY-PPC Pipetting positions for 2 plates, 1 cooled/1 non cooled 6.450,00
RY-PPC384 Pipetting positions for 2 plates, 384 well, 1 cooled/1 non cooled 7.950,00
RY-PPN Pipetting positions for 2 plates, non cooled 1.560,00
RY-PPN384 Pipetting positions for 2 plates, 384 well, non cooled 1.950,00
PRY-PPS Pipetting positions for 2 microtitre plates, non cooled 820,00
RY-ST4 Stacker for 4 microtitre plates 1.850,00
RY-ST8 Stacker for 8 microtitre plates 2,450,00
RY-ST12 Stacker for 12 microtitre plates 2.950,00
RY-STC10 Stacker for 10 microtitre plates, cooled effective 01.12.99 9.950,00
Shaker
RY-3-1410 Shaker, 1 microtitre plate 3.200,00
Disposable Tip Rack
RY-TR2 Disposable tip rack for 2 x 96 tips 1.150,00
RY-TR4 Disposable tip rack for 4 x 96 tips 2.050,00
RY-TR6 Disposable tip rack for 6 x 96 tips 2.950,00
RY-TR8 Disposable tip rack for 8 x 96 tips 3.850,00
MWG AG Biotech
Today for Tomorrow
Automated Agarose Gel Loading (requires RY-WTA)
RY-GLS Holding & Loading Devices for agarose gels 960,00
HB-0708 Gel tray 96 Complete, 12 x 8 + 1 tooth ▇▇▇▇▇ 1.250,00
Bar Code Option
RY-BCR Bar code reader 780,00
RY-BCP Bar code printer 3.060,00
RY-MPS Multiport seriell, PC Interface card 840,00
Tip assembly
RY-WTA Washable tip assembly for sample distribution 375,00
RY-DTA Disposable tip assembly for sample distribution 375,00
Liquid Container
RY-SLC System liquid container, 5l 210,00
▇▇-▇▇ Waste container, 20l 245,00
Training
RY-EKR Training course, en Ebersberg, 2 days 1.500,00
Service kits & contracts
RY-1-2001 Service kit on request
RY-1-2002 Liquid handling kit on request
S-10040 Service contract RoboAmp(R)4200 19.900,00
Prices are net prices ex VAT and shipping costs. Prices become valid on
01.11.99. Prices are subject to change without notice.
MWG AG Biotech
Today for Tomorrow
Appendix 1
BIFLEX(TM) III RESEARCH-GRADE MALDI-TOF MS SYSTEM
BIFLEX(TM) III Matrix-Assisted LASER Desorption Mass Spectrometer
Time-of-flight mass analyzer
o 125 cm linear TOF analyzer for both positive and negative ions
o High sensitivity fast MCP detector system with detector housing
o Ion flight path housing o Integrated vacuum system, electronics and
computer desk
o Ultra-Stable power supplies for TOF analyzer, detector and ion source
Gridless MALDI source with Pulsed Ion Extraction (PIE(TM))
o Ion source and ion lens system
o Automatic vacuum lock for sample introduction with inlet vacuum pump
o N2-LASER including variable power attenuator and UV optics
o SCOUT(TM)384 Microtitre Plate Source/Target with Observation Optics
o Large area target (12cm x 8cm) with exact dimensions of microtitre plate
o Precise X-Y positions (4 micron step increments)
o 2 exchangeable targets (384-position standard)
o 1 adaptor target for up to 12 inserts provided with 25 assorted inserts
(10 position)
o High resolution magnifying observation optics with display on 14" color
monitor
o Intuitive GUI for simple mouse controlled X-Y positioning
Pumping system including vacuum measurement and control unit
o 260 l/sec turbomolecular pump including forepump
o Vacuum measurement system and control unit
Data System and Software
o 2 GHz Digitizer
o Sun SPARCUltra 5, 19" color monitor, 128MB RAM, 4.3 Gbyte IDE disk, 1.44
MB floppy drive, CD-ROM drive, EtherNet connection for external networks
o Mass spectrometry software for acquisition (XACQ(TM)), processing
(XMASS(TM)), plotting, and analysis in a networked multi-user environment
o AutoXecute with fuzzy-logic optimization for automated acquisition
o Postscript printer
o DAT tape drive for backup
BASIC SYSTEM PRICE DEM 337.000,-
MWG AG Biotech
Today for Tomorrow
Appendix 2
BIFLEX(TM) Facilities Information
Warning: Read SAFETY PRECAUTIONS on page 2
Preface
BIFLEX(TM) is a high performance, bench-integrated MALD-TOF mass spectrometer
system. All components of hardware and associated control electronics are
mounted in a laboratory "desk-style" bench which is approximately 1.9m long and
0.905 m deep. Two backing pumps are mounted in a small box situated underneath
the bench. Even the control computer can be mounted on top of the system, thus
not adding to the footprint. This document details the required system
facilities.
Instrument Preparation
On system arrival the crate should be opened to check for shipping damages or
shortages, and the crate should be moved to a position adjacent to the final
site of installation. A mechanical means of transportation should be made
available for the installation engineer to manoevre the system out of the crate
and to its final installation position.
Site Consideration
1. Physical Requirements:
Please refer to the attached instrument floor plan for details of the required
floor and height space recommended. It is possible to fit the system into a
smaller space with only around 0.2m clearance around three sides of the bench,
but should access be required for service, preventative maintenance etc. then
the "recommended" clearances come into play. Note that for door access the
system's narrowest dimension is 0.905 m. If the door is smaller, call Bruker.
2. Power Requirements:
The system is supplied requiring 230V AC power (50/60 Hz) single phase with a
single 16A outlet (German: Schukostecker). The computer system can be operated
with 110-240V AC at 50/60 Hz either on separate outlets or can be connected
through the main internal BIFLEX power distribution system. The system's average
power consumption is 1.5kW. There may be an initial surge slightly greater than
this on powering up the vacuum system. A stable voltage supply is required and
use of appropriate line conditioners, (or uninterruptable power supply, if
required) is recommended to ensure its integrity.
Note: Even short occasional power failures will require a lengthy vacuum pump
down and the customer is responsible for providing stable, uninterrupted power.
3. Pressurized Air:
MWG AG Biotech
Today for Tomorrow
No pressurized air is required for this system.
4. Cooling Water:
No cooling water or closed cycle cooling unit is required for this system.
5. Rough Pump Outlet:
For the outlet of the rough pumps you either need an oil mist filter, or you
have to lead it to the outside or into your exhaust air system. Tubing: 9mm
inner diameter, 12 mm outer diameter, 5m delivered with the instrument.
6. System Weight:
The entire system with pumps and computer data system included is approximately
250Kg.
7. Environment:
The system should be located in a clean, reasonably vibration free and
temperature controlled environment for maintaining optimum performance. No
special humidity control is required but the temperature limits are 15(degree)C
to 27(degree)C (optimum of 20(degree)C) and in a range of 20 - 80% relative
humidity.
8. Electrical Safety Codes:
The instrument will meet all applicable safety codes before shipment.
9. Safety Precautions:
The Nitrogen laser emits high intensity radiation at 337nm, 200uJ. The class
IIIB laser radiation emitted is invisible to the eye but can cause damage to it.
To safeguard the user the BIFLEX(TM) is equipped with safety features which
prevent operation of the laser when the instrument covers are open. Thus during
standard operation (all covers closed), no laser radiation can be transmitted
outside the spectrometer (i.e. then the system is Class 1). Bruker does not
recommend disabling any of the safety features, by anyone than a trained Bruker
service engineer, or running the system with covers removed.
The spectrometer operation involves uses of high voltages. All access to wiring
and feedthroughs is restricted behind safety panels. Bruker does not assume
responsibility for any injury incurred as a result of disabling the safety
interlocks. We do not guarantee optimum performance of the instrument when
operating under non-standard conditions. Bruker does not recommend disabling the
safety features and any user that does so proceeds at their own risk.
MWG AG Biotech
Today for Tomorrow
BIFLEX(TM) III dimensions and floor plan:
[diagram]
ACKNOWLEDGMENT OF TRANSLATION
April 13, 2000
The undersigned officer of the Registrant hereby acknowledges on behalf
of the Registrant that the foregoing translation of the Cooperation Agreement
dated November 15, 1999 between Bruker Daltonik GmbH and MWG-Biotech AG is a
fair and accurate English translation from German of the original executed
agreement.
BRUKER DALTONICS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer
