EXHIBIT 10(y)
DISTRIBUTION AND SUPPLY AGREEMENT
BETWEEN ENZO BIOCHEM, INC. AND CORANGE INTERNATIONAL LIMITED
April 25, 1994
This agreement is entered into effective this 25th day of April, 1994, by
and among Enzo Biochem, Inc. and Enzo Diagnostics, Inc., a wholly-owned
subsidiary of Enzo Biochem, Inc. (collectively referred to hereafter as "ENZO"),
New York corporations having their principal places of business at 00 Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxxx, XX 00000, U.S.A., and Corange International Limited, a
Bermuda corporation having its principal place of business at 00 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx HM HX ("CIL").
WHEREAS, ENZO owns or has rights to certain PATENTS listed in APPENDIX A
("PATENTS");
WHEREAS, CIL wishes to market and sell certain PRODUCTS ("PRODUCT(S)"),
covered by claims of PATENTS, into the research products market worldwide;
WHEREAS, ENZO wishes CIL to market and sell certain PRODUCTS, covered by
claims of PATENTS, into the research products market worldwide;
WHEREAS, ENZO manufactures or will manufacture certain PRODUCTS;
WHEREAS, ENZO desires to have CIL manufacture for ENZO certain PRODUCTS
within the scope of this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, the parties hereto agree as follows:
I. Definitions
AFFILIATE means an entity controlled by or under common control with
another entity within the Corange Limited group of companies. For purposes of
this Agreement, control shall mean the ownership of a majority of the common
stock or the majority of the voting equity interest. Unless the context
otherwise requires, "CIL" shall be deemed to refer to Corange International
Limited and its AFFILIATES.
GROUP * PRODUCT means a product that is a nucleotide, oligonucleotide or
polynucleotide with a signal generating moiety, the manufacture, use or sale of
which is covered by claims of a PATENT *. The current GROUP * PRODUCTS are
listed on EXHIBIT * to this Agreement.
GROUP * PRODUCT means a product that is a nucleotide, oligonucleotide or
polynucleotide with a signal generating moiety, the manufacture, use or sale of
which is covered by claims of a PATENT *. The current GROUP * PRODUCTS are
listed on EXHIBIT * to this Agreement.
GROUP * PRODUCT means a product that (i) is not a GROUP * PRODUCT or a
GROUP * PRODUCT, the use of which is covered by claims of a PATENT *. The
current GROUP * PRODUCTS are listed on EXHIBIT * to this Agreement.
GROUP * PRODUCT means a product * that which the parties have agreed that *
shall manufacture, or have manufactured, and sell.
GROUP * PRODUCT means a KIT manufactured by ENZO. The current GROUP *
PRODUCTS are listed on EXHIBIT * to this Agreement.
GROUP * PRODUCT means a product currently manufactured by ENZO that is not
part of a KIT. The current GROUP * PRODUCTS are listed on EXHIBIT * to this
Agreement.
GROUP * PRODUCT means a KIT sold by CIL that contains *. The current GROUP
* PRODUCTS are listed on EXHIBIT * to this Agreement.
GROUP * PRODUCT means (i) a KIT sold by CIL that does not contain * but
contains a component that, if sold individually, would be a GROUP * PRODUCT, or
(ii) a component requiring manufacturing processes in addition to labeling on
the base, sugar or phosphate. The current GROUP * PRODUCTS are listed on EXHIBIT
* to this Agreement.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
2
* means the claims contained in the *, as allowed by
the United States Patent and Trademark Office in the notice of allowance dated
*, or the equivalent claims (or equivalent composition claims) in a foreign
patent.
* means composition or apparatus claims contained in
U.S. * or any patent issuing from any parent, continuation, reissue or division
of such patent, or any foreign counterpart thereto or comparable claims in any
PATENT, that, in mutual agreement between CIL and ENZO or through the final
judgment of a court of law, are infringed by a product sold by CIL.
ENZO SELLING PRICE means the higher of (i) the actual selling price of a *
less the usual trade discounts actually allowed, and credits actually given for
returns allowances or trades; or *. PATENTS means patents throughout the world
owned or licensed by ENZO. Issued PATENTS are listed in APPENDIX A to this
Agreement, which APPENDIX is subject to periodic supplementation upon the
issuance of PATENTS.
PRODUCTS means collectively all GROUP * PRODUCTS, GROUP * PRODUCTS, GROUP *
PRODUCTS, GROUP * PRODUCTS, GROUP * PRODUCTS, GROUP * PRODUCTS, GROUP *
PRODUCTS, and GROUP * PRODUCTS.
FORCE MAJEURE means a cause beyond the control of a party, including but
not limited to acts of God, acts, laws or regulations of any government, civil
disorder, strikes, destruction of production facilities or material by fire,
water, earthquake or storm, epidemics and failures of public utilities or common
carriers.
KIT means a PRODUCT containing two or more vials of reagents or other
components that are optimized to allow the user to perform a function.
RAW MATERIALS means a GROUP * PRODUCT or a material that is included as a
component of a KIT for which ENZO has PATENTS.
MANUFACTURING TRANSITION PERIOD is defined in Section VII.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
3
SELLING PRICE means the actual selling price of a PRODUCT to a CIL customer
that is the end user of the PRODUCT, less the usual trade discounts actually
allowed, and credits actually given for returns, allowances or trades.
II. Sale Of PRODUCTS.
ENZO hereby appoints, and CIL accepts appointment, subject to the
conditions set forth herein, as a nonexclusive distributor for the distribution
and sale of PRODUCTS to the research market subject to the conditions of this
Agreement.
A. GROUP * PRODUCTS.
1. Manufacture and Sale. ENZO or its designee shall manufacture, sell
and deliver to CIL and CIL shall purchase exclusively from ENZO (after the
MANUFACTURING TRANSITION PERIOD with respect to each GROUP * PRODUCT) such
quantities of the GROUP * PRODUCTS as CIL may order in accordance with this
Agreement. CIL shall have the right to sell GROUP * PRODUCTS worldwide within
the scope of this Agreement.
2. Packaging. Each of the GROUP * PRODUCTS shall be packaged in
CIL-designated packaging and labeling; provided, however, that such packaging
shall acknowledge ENZO as provided in this Agreement and that such packaging
shall not be changed by CIL to become unduly burdensome to ENZO.
3. Specifications. Each GROUP * PRODUCT shall conform to the
specifications for it agreed to by ENZO and by CIL.
4. Changes to Exhibit *. CIL may request that ENZO add to EXHIBIT *
and manufacture and sell to CIL additional products that are nucleotides,
oligonucleotides or polynucleotides with a signal generating moiety, which CIL
believes to be GROUP * PRODUCTS, the manufacture, use or sale of which are
covered by PATENTS, provided that CIL may not add any additional product for any
period during which ENZO has a prior exclusive commitment to a third party. If
ENZO desires to manufacture such additional products, then such additional
products shall be added to EXHIBIT * and the parties shall immediately enter
into good faith negotiations on specifications and price. If ENZO does not
desire to manufacture such additional products, such additional products shall
be added to EXHIBIT * for manufacture by or for CIL under the terms of this
Agreement.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
4
ENZO shall have the right at any time, upon its representation to CIL that it
desires to commence manufacture and supply of such additional products, to
transfer such additional products from the status of GROUP * PRODUCTS to GROUP *
PRODUCTS.
B. GROUP * PRODUCTS.
1. Manufacture and Sale. ENZO shall engage CIL to manufacture GROUP *
PRODUCTS in accordance with ENZO's specifications. CIL shall have the right to
sell GROUP * PRODUCTS worldwide within the scope of this Agreement.
2. Changes to Exhibit *. CIL may add to EXHIBIT * additional products
that fall within the definition of GROUP * PRODUCTS * commercially the same
PRODUCT and added to EXHIBIT *.
C. GROUP * PRODUCTS.
1. Manufacture and Sale. ENZO shall engage CIL to manufacture GROUP *
PRODUCTS. CIL shall have the right to sell GROUP * PRODUCTS worldwide within the
scope of this Agreement.
2. Changes to Exhibit *. CIL may add additional products to EXHIBIT *
by giving ENZO notice to that effect.
D. GROUP * PRODUCTS.
1. Manufacture and Sale. CIL shall have the right to manufacture, have
manufactured, and sell GROUP * PRODUCTS worldwide.
2. Changes to Exhibit *. The parties may mutually consent to include
additional products as GROUP * PRODUCTS, which consent shall not be unreasonably
withheld.
3. No Acknowledgement. The foregoing does not constitute an
acknowledgement by CIL that any agreement or license from ENZO is necessary in
order for CIL to sell or CIL's customers to use GROUP * PRODUCTS.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
5
E. GROUP PRODUCTS.
1. Manufacture and Sale of KITS. ENZO shall engage CIL to manufacture
* GROUP * PRODUCTS in accordance with ENZO's *. CIL shall have the right to sell
GROUP * PRODUCTS worldwide within the scope of this Agreement.
2. *.
3. *.
4. Changes Exhibit *. CIL may add additional products to EXHIBIT * by
giving ENZO notice to that effect, provided that CIL may not add any additional
product for any period during which ENZO has a prior exclusive commitment to a
third party.
*.
F. GROUP *. PRODUCTS.
1. Manufacture and Sale of KITS.
*. CIL shall have the right to sell GROUP * PRODUCTS worldwide within
the scope of this Agreement.
2. Changes to Exhibit *. CIL may add to EXHIBIT * additional products
that fall within the definition of GROUP * PRODUCTS by giving ENZO notice to
that effect.
G. GROUP * PRODUCTS.
1. Manufacture and Sale. ENZO shall manufacture, sell and deliver to
CIL, and CIL shall purchase exclusively from ENZO such quantities of the GROUP *
PRODUCTS as CIL may order in accordance with this Agreement. CIL shall have the
right to sell GROUP * PRODUCTS worldwide within the scope of this Agreement.
2. Packaging. Each of the GROUP * PRODUCTS shall be packaged in
CIL-designated packaging and labeling; provided, however, that such packaging
shall acknowledge ENZO as provided in this Agreement and that such packaging
shall not be unduly burdensome to ENZO.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
6
3. Specifications. Each GROUP * PRODUCT shall conform to the
specifications for it agreed to by ENZO and by CIL.
4. Changes to EXHIBIT *. CIL may request from time to time that ENZO
add to EXHIBIT *. Upon acceptance, ENZO shall use its best efforts to
manufacture and sell such products to CIL. ENZO shall inform CIL, under the
terms of this Agreement, of any changes in its product offering that may be
added to EXHIBIT *.
H. GROUP * PRODUCTS.
1. Manufacture and Sale of KITS. ENZO shall manufacture, sell and
deliver to CIL, and CIL shall purchase exclusively from ENZO such quantities of
the GROUP * PRODUCTS as CIL may order in accordance with this Agreement. CIL
shall have the right to sell GROUP * PRODUCTS worldwide within the scope of this
Agreement.
2. Packaging. Each of the GROUP * PRODUCTS shall be packaged in
CIL-designated packaging and labeling; provided, however, that such packaging
shall acknowledge ENZO as provided in this Agreement and that such packaging
shall not be unduly burdensome to ENZO.
3. Specifications. Each GROUP * PRODUCT shall conform to the product
specifications agreed upon by ENZO and CIL.
4. Changes to EXHIBIT *. CIL may request from time to time that ENZO
add to EXHIBIT *. Upon acceptance, ENZO shall use its best efforts to
manufacture and sell such products to CIL. ENZO shall inform CIL, under the
terms of this Agreement, of any changes in its product offering that may be
added to EXHIBIT *.
III. Sale of GROUP * and * PRODUCTS BY ENZO.
CIL appoints, and ENZO accepts appointment, subject to the conditions set
forth herein, as a non-exclusive distributor for the worldwide distribution and
sale of GROUP *, and * PRODUCTS, subject to the following conditions:
A. SUPPLY ARRANGEMENT.
ENZO shall purchase its requirements for GROUP * and * PRODUCTS from
CIL. Such supply arrangement shall
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
7
be on an exclusive basis worldwide. If, at any time after the first anniversary
of the issuance of a United States patent to CIL covering digoxigenen labeled
nucleotides, oligonucleotides or polynucleotides (a "dig patent"), and during
the term of this Agreement, such dig patent is or appears to be infringed by a
third party in connection with the sale of a product in competition with the
PRODUCTS described herein, the party having knowledge thereof shall notify the
other and the parties shall consult to consider what, if any, action should be
taken. The decision regarding institution of proceedings to xxxxx the
infringement shall be at CIL's discretion, and in the event CIL elects to
initiate legal proceedings, ENZO shall give CIL all reasonable assistance in
such proceedings. In the event CIL shall elect not to institute infringement
proceedings, and if ENZO can show, by market research performed by a researcher
mutually acceptable to both parties, that infringing sales exceed
* of the market for a particular PRODUCT, the payment to CIL for such
PRODUCT pursuant to this Agreement shall be reduced by * until CIL commences
legal action against such infringer of settlement has been reached between such
infringer and CIL. The foregoing sentence does not constitute a validation,
endorsement or belief (express or implied) on the part of ENZO in the validity
of any CIL patent claims. PRODUCT specifications, etc. shall be identical in all
respects to PRODUCT distributed by CIL. Labeling of any such PRODUCTS shall not
include any reference to CIL except as may be required by law.
B. SALE TO END USERS.
*.
C. PAYMENT TO CIL.
*.
1. For all GROUP * PRODUCTS sold by ENZO to end users, ENZO will pay
CIL an amount equal to * of the ENZO SELLING PRICE of such GROUP * PRODUCTS. *.
2. For all GROUP * PRODUCTS sold by ENZO to end users, ENZO will pay
CIL an amount equal to * of the ENZO SELLING PRICE of such GROUP * PRODUCTS. *.
3. For all GROUP * PRODUCTS sold by ENZO to end users, ENZO will pay
CIL an amount equal to * of the ENZO SELLING PRICE of such GROUP * PRODUCTS.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
8
4. For all GROUP * PRODUCTS sold by ENZO to end users, ENZO will pay
CIL an amount equal to * of the ENZO SELLING PRICE of such GROUP * PRODUCTS.
*.
D. Shipping Terms.
*.
E. Warranty. CIL warrants that the PRODUCTS sold to ENZO for sale on its
own account shall meet the specifications agreed upon by the parties. CIL's sole
obligation under this warranty is to promptly replace the PRODUCTS without cost
or expense therefor to ENZO. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER
WARRANTIES OR LIABILITIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
F. Miscellaneous Terms. The provisions of Section V, Paragraphs A through
D, shall be applied to ENZO's purchase of PRODUCTS from CIL in the same fashion
as such provisions apply to CIL's purchases from ENZO.
IV. Price to CIL
A. GROUP * PRODUCTS:
1. Sale In Countries Where *. for all GROUP * PRODUCTS manufactured by
ENZO and sold by CIL in any country where * price to CIL shall be an amount
equal to * of the SELLING PRICE of such GROUP * PRODUCTS.
2. Sale In Countries Where *. For all GROUP * PRODUCTS manufactured by
ENZO and sold by CIL in any country where the *. ENZO's supply price to CIL
shall be an amount equal to * of the SELLING PRICE of such GROUP * PRODUCTS.
3. GROUP * PRODUCTS Manufactured By CIL. For all GROUP * PRODUCTS
manufactured for ENZO by CIL during the MANUFACTURING TRANSITION PERIOD pursuant
to Section VII B, C, and D of this Agreement, ENZO's supply price to CIL for
such GROUP * PRODUCTS shall be an amount equal to * of the SELLING PRICE of
GROUP * PRODUCTS sold by CIL in any country where the
*.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
9
B. GROUP * PRODUCTS:
1. Sale In Countries Where *. For all GROUP * PRODUCTS sold by CIL in
any country * in such country, ENZO's supply price to CIL shall be an amount
equal to * of the SELLING PRICE of such GROUP * PRODUCTS, *.
2. Sale In Countries Where *. For all GROUP * PRODUCTS sold by CIL in
any country *. ENZO's supply price to CIL shall be an amount equal to * of the
SELLING PRICE of such GROUP * PRODUCTS, *.
3. Sale In Countries When *. At such time as * ENZO's supply price for
all GROUP * PRODUCTS sold by CIL shall be an amount equal to * of the SELLING
PRICE of such GROUP * * PRODUCTS, *.
C. GROUP * PRODUCTS:
1. Sale In Countries Where *. For all GROUP * PRODUCTS sold by CIL in
any country where the *. ENZO's supply price of such GROUP * PRODUCTS *.
2. Sale In Countries Where *. For all GROUP * PRODUCTS sold by CIL in
any country where the *. ENZO's supply price to CIL shall be an amount equal to
* of the SELLING PRICE of such GROUP * PRODUCTS: *.
3. Sale In Countries When *. At such time as *. ENZO's supply price
for all GROUP * PRODUCTS sold by CIL shall be an amount equal to * of the
SELLING PRICE of such GROUP * * PRODUCTS * worldwide, *.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
10
D. GROUP * PRODUCTS:
1. CIL shall * on sales of GROUP * PRODUCTS.
2. Nothing contained in this Section IV D, shall be construed as a
waiver of any rights that ENZO may have against any third party with regard to
its PATENTS. In the event ENZO enters into any agreement with any supplier of a
GROUP * PRODUCT, ENZO will *.
E. GROUP * PRODUCTS:
1. Sale In Countries Where *. For all GROUP * PRODUCTS which are sold
by CIL in any country where the *. ENZO's supply price to CIL for such GROUP *
PRODUCTS shall be an amount equal to * of the SELLING PRICE of such GROUP *
PRODUCTS, *.
2. Sale In Countries Where *. For all GROUP * PRODUCTS, which are sold
by CIL in any country where the *, ENZO's supply price to CIL shall be an amount
equal to * of the SELLING PRICE of such GROUP * PRODUCTS, *.
3. Sale In Countries When *. At such time as *, ENZO's supply price
for all GROUP * PRODUCTS sold by CIL shall be an amount equal to * of the
SELLING PRICE of such GROUP * * PRODUCTS worldwide, *.
F. GROUP * PRODUCTS:
1. Sale In Countries Where *. For all GROUP * PRODUCTS which are sold
by CIL in any country where the *, ENZO's supply price to CIL for such GROUP *
PRODUCTS shall be an amount equal to * of the SELLING PRICE of such GROUP *
PRODUCTS, *.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
11
2. Sale In Countries Where *. For all GROUP * PRODUCTS, which are sold
by CIL in any country where the *, ENZO's supply price to CIL shall be an amount
equal to * of the SELLING PRICE of such GROUP * PRODUCTS, *.
3. Sale In Countries When *. At such time as *, ENZO's supply price
for all GROUP * PRODUCTS sold by CIL shall be an amount equal to * of the
SELLING PRICE of such GROUP * * PRODUCTS worldwide, *.
G. GROUP * PRODUCTS.
1. For GROUP * PRODUCTS, ENZO's supply price to CIL shall be an amount
equal to * of the SELLING PRICE of such products.
H. GROUP * PRODUCTS.
For GROUP * PRODUCTS, ENZO's supply price to CIL shall be an amount equal
to * of the SELLING PRICE of such products.
I. Manufacturing, Use and Sale of Products Prior to This Agreement.
CIL shall pay to ENZO the amount of * (U.S. dollars) for manufacture, use
and sale, by CIL and CIL customers, of all PRODUCTS that have claims that would
be infringed by any PATENTS, wherein the manufacture, use or sale occurred prior
to this Agreement. This payment of * made by CIL to ENZO shall constitute full
payment for manufacture, use and sale of all PRODUCTS manufactured, used or sold
by CIL or CIL customers prior to this Agreement. This payment of * shall also
release CIL and customers of CIL of any liability for the manufacture, use, and
sale of any PRODUCTS manufactured, used or sold prior to this Agreement.
J. Method for Determining and Making Payment.
CIL shall pay ENZO according to the method set forth *. * describes the
method for estimating * Unit Prices based upon *. CIL agrees to permit its books
and records to be examined by ENZO from time to time to the extent necessary,
but not more often than twice per year to verify receipts. Such examination is
to
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
12
be made by ENZO, at ENZO's expense, except in the event that the results of the
audit reveal a discrepancy in ENZO's favor of five (5%) or more, then the audit
fees shall be paid by CIL.
K. *.
V. Forecasts and Purchase Orders
A. Forecasts. During the mid-month of each calendar quarter after the
effective date of this Agreement, CIL shall provide to ENZO a * forecast
covering its estimated requirements for GROUP * PRODUCTS, *, GROUP * PRODUCTS,
GROUP * PRODUCTS and other material manufactured by ENZO under this Agreement
for the succeeding two (2) calendar quarters. Such forecast shall be made for
planning purposes only and is not a purchase commitment.
B. Purchase Orders. Purchase orders will be issued to ENZO by CIL at least
sixty (60) days in advance of the requested delivery of such products. Each
purchase order will indicate specific delivery and/or shipping requirements.
ENZO shall meet such requirements provided that the quantities of products
ordered are within * of the forecast for such quarter. If a purchase order is
for a quantity in excess of * of the forecast amount for such quarter, the
parties agree to negotiate in good faith to agree upon delivery and/or shipping
requirements that are reasonable under the circumstances.
C. Cancellation of Purchase Orders. Purchase orders may be cancelled by CIL
no later than * after issuance. If CIL desires to cancel an order later than *
after the issuance of such purchase order, the parties agree to negotiate in
good faith to determine a reasonable resolution of such order. In the event CIL
cancels a purchase order to ENZO under this paragraph, CIL will reimburse ENZO
for materials specifically purchased to fill such order, as well as
manufacturing costs directly attributable to such fulfillment, incurred prior to
the receipt of notice of cancellation.
D. Conflicting Purchase Order or Order Acceptance. Each purchase order
shall be governed by the relevant provisions of this agreement (unless otherwise
expressly provided in the individual purchase order and confirmed in writing by
ENZO), and no conflicting term or condition which may appear in the preprinted
matter in CIL's purchase order form or ENZO's confirmation or acceptance form
shall be binding on either party
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
13
or apply to any transaction under this agreement unless agreed to by both
parties in writing.
E. Shipping Terms. All PRODUCTS, ordered by CIL shall be shipped by ENZO
pursuant to CIL's written instructions, FOB Xxxxxxxxxxx, Xxx Xxxx 00000.
VI. Quality Control and Product Acceptance
A. GROUP * PRODUCTS and GROUP * PRODUCTS. ENZO shall provide CIL with GROUP
* PRODUCT and GROUP * PRODUCT specifications and package inserts within thirty
(30) days of the execution of this Agreement and promptly after the introduction
of any new GROUP * PRODUCT or GROUP * PRODUCT. *.
B. All Other Products. Before manufacturing any PRODUCTS or RAW MATERIALS
other than GROUP * PRODUCTS or GROUP * PRODUCTS for CIL, ENZO shall provide to
CIL (under an appropriate confidentiality and non-use agreement, if ENZO so
requests) a detailed description of the manufacturing process ENZO will use in
such manufacture.
*.
C. Quality Testing. CIL shall have the right to test PRODUCTS and * for the
conformance with the specifications upon receipt of such PRODUCTS, and agrees to
notify ENZO of acceptance or non-acceptance based on such conformity with the
specifications within * other PRODUCTS. Acceptance shall not be unreasonably
withheld.
D. Disagreement on Quality. If the parties disagree as to whether a *
PRODUCT shipment meets specifications, the parties shall use their best efforts
to resolve such disagreement expeditiously. If the parties are unable to resolve
the disagreement, ENZO and CIL shall jointly evaluate the disputed product at
CIL's facility in Penzberg, Germany or such other site as CIL deems appropriate.
In such event, CIL shall pay the reasonable travel expenses of ENZO personnel to
Penzberg or such other site.
E. Storage and Stock Rotation.
1. ENZO and CIL agree to share all necessary storage and stock
rotation practices which apply to the PRODUCTS.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
14
2. CIL further agrees to take diligent care not to ship PRODUCTS which
have expired, been damaged in storage and handling, or improperly stored. CIL
will be responsible for damage or liability arising from its shipment of
expired, damaged or improperly stored PRODUCTS.
F. Product Complaint File. CIL agrees to allow ENZO, at ENZO's expense,
access to its Product Complaint File on a periodic basis, not to exceed once
every six months (under an appropriate confidentiality and non-use agreement, if
CIL so requests). If, in ENZO's opinion, an undue number of complaints exist
concerning the quality of an individual product, then ENZO and CIL shall meet
and discuss the means of ensuring improved quality.
VII. Manufacturing By CIL
A. Manufacturing Transition Period. At the time of the commencement of this
Agreement for GROUP * PRODUCTS or *. ENZO may request that CIL manufacture such
materials for a limited amount of time until ENZO can initiate manufacturing
activities. *.
B. Quality/Capacity Issues. If, after the MANUFACTURING TRANSITION PERIOD
with respect to any GROUP * PRODUCTS or *, ENZO becomes unable to supply CIL's
supply needs, *, CIL may manufacture the affected PRODUCT(S) or * for ENZO, and
purchase such products at the prices set forth in Section IV with respect to
such products, until ENZO * will be able to meet CIL's requirements.
C. FORCE MAJEURE. If ENZO becomes unable to supply CIL's product needs as a
result of FORCE MAJEURE, CIL may manufacture the affected PRODUCTS for ENZO, and
the purchase of such products at the prices set forth in Section IV with respect
to such products, until ENZO is able to resume supplying CIL.
VIII. Sales Promotions and Technical Service
CIL shall exert on its own account, its best efforts in sales promotions
and advertisement of PRODUCTS such as direct mailings, catalog listings and
promotions, except in the case where CIL determines that it no longer wishes to
sell PRODUCTS. ENZO agrees to provide CIL with such technical support for the
PRODUCTS * as CIL may reasonably request. ENZO will provide CIL with one copy of
any literature, technical data, specifications and the like describing the
PRODUCTS *
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
15
as they are currently produced for the assistance of CIL in the preparation of
advertising material and catalogs for existing and new products. CIL will list
GROUP * PRODUCTS and GROUP * PRODUCTS in its next available or published product
catalog(s) or in a supplemental catalog in which these PRODUCTS can be listed
after the effective date of this agreement. CIL will modify the listings of
PRODUCTS in its product catalog(s) as soon as reasonably possible to conform
with the list of such PRODUCTS. CIL will modify the listings of GROUP * PRODUCTS
and GROUP * PRODUCTS in its product catalog(s), or a supplemental catalog, at
CIL's discretion, as soon as reasonably possible after any corresponding
modification of the PRODUCTS in the EXHIBITS of this Agreement.
IX. Product Labels
Labels on the outside of PRODUCTS (excluding GROUP * PRODUCTS) including
vials and boxes and package inserts shall contain the following wording:
"Sold through an arrangement with Enzo Diagnostics, Inc."
X. Warranty
A. GROUP * PRODUCTS and GROUP * PRODUCTS. ENZO warrants that the GROUP *
PRODUCTS and GROUP * PRODUCTS sold by ENZO to CIL shall met the specifications
agreed to by CIL and described in ENZO's PRODUCT or package inserts. ENZO's sole
obligation under this warranty is to promptly replace the GROUP * PRODUCTS and
GROUP * PRODUCTS without cost or expense therefor to CIL. THIS WARRANTY IS
EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
B. ALL OTHER PRODUCTS *. ENZO warrants that the PRODUCTS * sold by ENZO to
CIL shall meet the specifications agreed to by CIL. ENZO's sole obligation under
this warranty is to promptly replace the PRODUCTS * without cost or expense
therefor to CIL. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES OR
LIABILITIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
1. PRODUCT REPLACEMENT. Notwithstanding the foregoing warranties, ENZO
agrees to replace, at no cost to CIL,
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
16
any PRODUCTS * manufactured by ENZO upon the request of any CIL customer so long
as it remains CIL's policy to do the same with respect to its own products.
Notwithstanding the foregoing, ENZO shall not be required to replace PRODUCTS *
replaced as a result of shipping or handling errors by CIL.
XI. Relationship Between ENZO and CIL
Nothing herein creates or constitutes a partnership or an agreement of
agency between the parties with respect to any activities whatsoever. The
relationship between ENZO and CIL shall be that of seller and buyer, and neither
party shall conclude any contract or agreement or make any commitment,
representation or warranty which binds the other party or otherwise act in the
name of or on behalf of the other party. Furthermore, this agreement is not a
license or an implied license of ENZO's PATENTS. ENZO maintains full rights
under its PATENTS. The foregoing statements are paramount to this Agreement.
XII. FORCE MAJEURE
Subject to Section VII D, each of the parties shall be excused from the
performance of its obligations under this Agreement in the event performance is
prevented by FORCE MAJEURE. The party incurring a FORCE MAJEURE condition shall
notify the other that such condition exists within five (5) days of the time
such party learns of such condition. Should such FORCE MAJEURE condition
continue for forty-five (45) days after such notice, the non-affected party may,
at its option, terminate this Agreement. At such termination all designations
that are the subject of this Agreement are revoked with the exception of the
Confidentiality and Non Use Agreement.
If ENZO's capacity to manufacture and deliver PRODUCTS * under this
agreement is diminished by circumstances beyond its control, then ENZO shall
employ its existing capacity to supply CIL in accordance with this agreement in
a manner fair and equitable to all its customers.
XIII. Confidentiality and Non-Disclosure
ENZO and CIL agree that any confidential information relating to ENZO's
PATENTS and/or ENZO's or CIL's proprietary technical information and/or ENZO's
or CIL's business development in the area of the PRODUCTS will not be disclosed
while this Agreement is in effect to third parties except with the prior written
consent of the non requesting party or if the confidential information can be
shown by documentary evidence that it was:
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
17
(i) in the possession of the receiving party prior to disclosure thereof
by the other party;
(ii) is or through no fault of the receiving party becomes part of the
public knowledge or literature;
(iii) lawfully becomes available without limitation by its disclosure from
an outside source; or
(iv) the receiving party can prove it was developed independently.
XIV. Term and Termination
A. Term. This Agreement shall become effective as of the date first above
written and shall continue *.
B. Termination for Breach. In the event either party breaches a material
provision of this Agreement, the non- breaching party may, after giving the
breaching party written notice of such breach and ninety (90) days in which to
cure such breach, terminate this Agreement upon written notice to the non-
breaching party. Either party may terminate this Agreement forthwith by giving
written notice to the other party in the event the other party shall:
(i) Become insolvent, admit its inability to pay its debts as they mature,
or has a petition in bankruptcy filed by or against it or a receiver
appointed for all or substantially all of its business or assets; or
(ii) Make a general assignment of all or substantially all of its business
or assets for the benefit of its creditors; or
(iii) Cease to carry on its business in the ordinary course.
C. Termination.
*.
D. Assignment. This Agreement may not be assigned or otherwise transferred
by either party (except to an affiliate of such party) without the written
consent of the non-assigning party. Any attempted assignment or transfer without
such consent shall be void.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
18
XV. Use of Products
Unless otherwise specified in writing and agreed to by both parties, all
PRODUCTS are for research use only and are not intended for or to be used for
diagnostic or therapeutic use.
XVI. Indemnification and Insurance
A. Indemnification.
ENZO agrees to and shall defend, indemnify and hold CIL, its employees,
agents and officers harmless, including attorneys' fees, from and against any
suit or proceeding alleging death or injury to persons or property and any
liability, damages or penalties awarded therein and resulting from or arising
from ENZO's negligence in the manufacture, storage or transport of PRODUCTS *
prior to their receipt by CIL. CIL agrees to and shall defend, indemnify and
hold ENZO, its employees, agents and officers harmless, including attorneys
fees, from and against any suit or proceeding alleging death or injury to
persons or property and any liability, damages or penalties awarded therein and
resulting from or arising from CIL's negligence in handling, storage or
transport of PRODUCTS * after receipt thereof from ENZO.
B. Insurance Each party shall at all times during the term of this
Agreement purchase and maintain comprehensive general liability insurance
including products liability, contractual liability and broad form property
damage with combined single limits for bodily injury and/or death and property
damage of $5,000,000 for any one occurrence. Such insurance shall also require
thirty (30) days' prior written notice of cancellation or material change in
coverage.
XVII. Third Party Patents.
ENZO agrees to and shall defend, indemnify and hold CIL and its customers
harmless, including attorneys fees, from and against any suit, proceeding, claim
or loss and any damages or penalties awarded therein so far as such suit or
proceeding is based upon an assertion that the use or sale of PRODUCTS * are, in
such suit or proceeding, held to infringe and their further use or sale is
enjoined. ENZO shall, at its sole cost and expense, either (i) procure for CIL
and its customers the right to continue using and selling such PRODUCTS *, (ii)
replace such PRODUCTS * with non- infringing equivalents, (iii) modify such
PRODUCTS * so that they become non-infringing, or (iv) discontinue the use or
sale of such PRODUCTS * if no alternative recourse is possible.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
19
XVIII. Patent Infringement.
Infringement Proceedings. If, at any time after the first anniversary of
the issuance of * and during the term of this Agreement, one or more of the
PATENTS is or appears to be infringed by a third party in connection with the
sale of a product in competition with the PRODUCTS described herein, the party
having knowledge thereof shall notify the other and the parties shall consult to
consider what, if any, action should be taken. The decision regarding
institution of proceedings to xxxxx the infringement shall be at ENZO's
discretion, and in the event ENZO elects to initiate legal proceedings, CIL
shall give ENZO all reasonable assistance in such proceedings. In the event ENZO
shall elect not to institute infringement proceedings, and if CIL can show, by
market research performed by a researcher mutually acceptable to both parties,
that infringing sales exceed * of the market for a particular PRODUCT, the
payment to ENZO for such PRODUCT pursuant to this Agreement shall be reduced by
* until ENZO commences legal action against such infringer or settlement has
been reached between such infringer and ENZO.
XIX. Invoicing and Payment. Invoices by each party to the other for work
performed and product supplied hereunder shall be issued at the end of each
calendar quarter. The net amount due shall be paid within thirty (30) days of
the end of each quarter.
XX. Miscellaneous
A. Waiver.
A waiver of any provision of this Agreement must be in writing. Waiver by
ENZO or CIL of any provision of this agreement shall not be deemed a waiver of
future compliance therewith and such provision as well as all other provisions
hereunder shall remain in full force and effect.
B. Governing Law. This Agreement is made under and shall be governed by the
laws of the State of New York.
C. Severability. In the event that any clause of this Agreement shall be
found to be void or unenforceable, such finding shall not be construed to render
any other clause of this Agreement either void or unenforceable, and all other
clauses shall remain in full force and effect.
D. Headings. All headings of the sections and paragraphs of this Agreement
are inserted for convenience only and shall not affect any construction or
interpretation of this Agreement.
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
20
E. Notices. All notices to be given with respect to this Agreement shall be
in writing and shall be deemed effectively given:
(a) when delivered personally;
(b) seven calendar days after being deposited in the mail, registered or
certified mail, return receipt requested
addressed as set forth below, or to such other address that either party
designates by written notice to the other party:
ENZO: Enzo Diagnostics, Inc.
00 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Executive Vice President
and Chief Operating Officer
Fax No.: 0 (000) 000-0000
Phone No.: 0 (000) 000-0000
CIL: Boehringer Mannheim Corporation
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn.: General Manager-Biochemicals
North America
Fax No.: 0 (000) 000-0000
Phone No.: 0 (000) 000-0000
F. Entirety. This Agreement together with the Appendix and Exhibits
attached hereto embodies the entire understanding between CIL and ENZO, and
there are no contracts or prior drafts of the agreement, understandings,
conditions, warranties or representations, oral or written, express or implied,
with reference to the subject matter hereof which are not merged herein. No
modification hereto shall be of any force or effect unless (1) reduced to
writing and signed by both parties hereto, and (2) expressly referred to as
being modifications of this agreement.
G. Mutuality. This Agreement has been drafted after considerable
negotiation by the parties and on the basis of mutual understanding; neither
party shall be prejudiced as being the drafter thereof.
H. Public Announcements. Any press release or other public announcement
relating to this Agreement shall be approved by both parties prior to its
release.
21
IN WITNESS WHEREOF, the parties have cause this Agreement to be executed by
their duly authorized representatives.
ENZO BIOCHEM, INC. CORANGE INTERNATIONAL LIMITED
By: /s/ Xxxx Xxx Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
----------------------------- ----------------------------------
Xxxx Xxx Xxxxxxxxxx, Ph.D Xxxxxxx Xxxxxxxx
Senior Vice President Treasurer
April 25, 1994 April 25, 1994
----------------------------- ----------------------------------
DATE DATE
22
PRODUCT CLASSIFICATION
Seq # BM Group Name
396 * Biotin-16dUTP, sale
669 * DNA mol wt mk VI, padigxgn
1671 * DNA MWM II BIOTIN LABELED
1673 * DNA MWM III BIOTIN LABELED
1675 * DNA MWM VI BIOTIN LABELED
1717 * RNA Marker III-DIG label
1721 * Fluorescein-12-eeUTP
1778 * Biotin 16-ddUTP
1779 * Fluorescein-12-ddUTP
1780 * Fluorescein-12-UTP
1782 * Hydroxy-cuomarin-6-dUTP
1784 * Biotin-11-UTP
1809 * Dig DNA MWM VIII
1903 * DNA Mol Wt XI, dig-labeled
1904 * DNA Mol Wt XII, dig label
1975 * Rhod-6-dUTP
5002 * RNA MWM I DIGOXIGENIN LABEL *
5003 * RNA MWM I DIG-LABEL *
5004 * Dig-16-dATP
589 * DIGOXIGENIN 11-DUTP * (HAZ)
590 * Digoxigenin-11-UTP
1662 * DIG RNA LABELING _____________
1663 * DIG-11-ddUTP
1974 * AMCA-8-dUTP
5005 * Dig-11-dUTP
5012 * Dig-11-dUTP, alk label
5013 * Dig-11-dUTP, alk label
115 * Anti-digoxigenin-(Fab)-AP
114 * Anti-digoxigenin-(Fab)-POD
113 * Anti-digoxigenin-(Fab)-flu
116 * Anti-digoxigenin-(Fab)- ___
1652 * ANTI-DIG (MONO)
1765 * Anti-Fluor-AP, Fab
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
1
Seq # BM Group Name
112 * Anti-digoxigenin (Fab)
410 * Blocking Reagent, hybrid
672 * DNA polymerase I
673 * DNA pol I, enconuc-free
674 * DNA pol I, klenow frag
1131 * Nick translation Kit
1178 * Nylon membranes, positive
1356 * Primer, Random pd(N)G
1397 * Random Primed Labeling Kit
1521 * RNA polymerase, E. coli
1522 * SPG RNA polymerase
1523 * RNA polymerase, 13
1524 * RNA polymerase, 17
1548 * Streptavicin-AP, NA det
1574 * Terminal transferase
1592 * Transcription Kit, SP6/T7
1653 * _________________________________________
1672 * DNA MWM II DIG LABELED *
1674 * DNA MWM III DIG LABELED *
1883 * HEXANUCLEOTIDE MIXTURE IOX
1886 * Lumi-Phos 530
1766 * Anti-FluorPOD,Fab
1785 * Lumigen PPD
1799 * [Fluorescein]-unconj(Mab)
1915 * anti-dig gold conj.
1978 * [dig]-AMCA, Feb Frag
5019 * SPG primer, dig
5020 * T3 primer, dig
5021 * T7 primer, dig
5022 * lambda ___________ rev.primer, dig
5023 * lambda ___________ primer, dig
5024 * DIG Wash and Block buffer set
658 * DNA 3-End Labeling Kit
660 * Genius 2 DNA Labeling Kit
661 * Genius 1 DNA Label/Det Kit
1168 * Genius 3 NA Det. Kit
1661 * DIG DNA LABELING MIXTURE
16__ * GENIUS 5 OLIGO LABEL KIT
1755 * Genius 6 Oligo ___________ Kit
1768 * Genius 7 Lumin. Det. Kit
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
2
Seq # BM Group Name
1803 * DIG DNA Sequencing Kit
1890 * Genius 4 RNA Labeling Kit
1976 * Genius 5 End Labeling Set
5000 * MULTI-COLOR DNA DETECTION SET
5001 * ET-Assay Kit
* ____________________________________________
5028 * Biotin High Prime
5027 * Fluor High Prime
1951 * Actin RNA probe-DIG labeled
5006 * HUMAN CHROMOSOME,ALL,PROB,DIG *
5007 * Human Chr. Y, dig
5008 * Human Chr Y, flu
5009 * Human chr. 1, dig
5010 * Human chr. 1, flu
5011 * Human chr. ______, flu
5014 * PCR DIG labelling mix
5015 * DIG labeled control DNA
5016 * DIG labeled control RNA
5017 * DIG labeled control oligo
5018 * S. cerevisiae chr. probe, dig
----------
* The information omitted is confidential and has been filed separately with
the Commission pursuant to Rule 406.
3
Enzo Biochem, Inc. ("Enzo") and Boehringer Mannheim Corporation ("BMC") hereby
acknowledge that they are currently negotiating in good faith to reach an
agreement on certain distribution and supply arrangements relating to products
covered by patents owned by Enzo.
The parties had previously agreed that negotiations would be concluded by April
1, 1994. In light of the current progress of negotiations, the parties now agree
to use their best efforts to conclude negotiations by April 15, 1994.
Dated: March 24, 1994
ENZO BIOCHEM, INC. BOEHRINGER MANNHEIM
CORPORATION
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Dennert X. Xxxx
---------------------------- ---------------------------------
Xxxx Xxxxxxxxxx, Ph.X. Xxxxxxx X. Xxxx
Senior Vice President Senior Vice President and
General Manager,
Biochemicals North America
4
ENZO DIAGNOSTICS, INC.-BOEHRINGER MANNHEIM GMBH
DISTRIBUTORSHIP AGREEMENT
EXHIBIT A - AMENDMENT A DATED
AUGUST 19, 1994
ENZO BIOCHEM, INC.
UNITED STATES ISSUED PATENTS
================================================================================
Grant of
Patent
Patent Number Title/Inventor Published
--------------------------------------------------------------------------------
4,687,732 Visualization Polymers and Their Aug. 18. 1987
Application to Diagnostic Medicine
Xxxxx X. Xxxx et al.
--------------------------------------------------------------------------------
4,707,352 Method of Radioactively Labeling Nov. 17. 1987
Diagnostic and Therapeutic Agents
Containing a Chelating Group
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,707,440 Nucleic Acid Hybridization Assay and Nov. 17, 1987
Detectable Molecules Useful in Such
Assay
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,711,955 Modified Nucleotides and Methods of Dec. 8. 1987
Preparing and Using Same
Xxxxx X. Xxxx et al.
--------------------------------------------------------------------------------
4,746,604 Specific Binding Assays Utilizing A May 24, 1988
Viable Cell as a Label
Xxxxxxx Xxxxxxxxxx
--------------------------------------------------------------------------------
4,755,458 Composition and Method for the Jul. 5, 1988
Detection of the Presence of a
Polynucleotide Sequence of
Interest Xxxxxx Xxxxxxx et al.
--------------------------------------------------------------------------------
5,328,824 Methods of Using Labeled Jul. 12, 1994
Nucleotides
Xxxxx X. Xxxx
--------------------------------------------------------------------------------
5,241,060 Base Moiety-Labeled Detectable Aug. 31, 1993
Nucleotide
Xxxx Xxxxxxxxxx et al.
--------------------------------------------------------------------------------
5,260,433 Saccharide Specific Binding System Nov. 9, 1993
Labeled Nucleotides
Xxxx Xxxxxxxxxx et al.
--------------------------------------------------------------------------------
1
================================================================================
Grant of
Patent
Patent Number Title/Inventor Published
--------------------------------------------------------------------------------
4,767,609 Therapeutic and Diagnostic Processes Aug. 30, 1988
Using Isotope Transfer to Chelator-
Target Recognition Molecule Conjugate
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,772,548 Radiosotopicassay Using Isotope Sept. 20, 1988
Transfer to Chelator-Target
Recognition Molecule Conjugate
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,843,122 Detectable Molecules, Method of June 27, 1989
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,849,208 Detectable Molecules, Method of Jul. 18, 1989
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,849,505 Detectable Molecules, Method of Jul. 18, 1989
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,868,103 Analyte Detection by Means of Energy Sep. 19, 1989
Transfer
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,889,798 Hetarologous System for the Detection Dec. 26, 1989
of Chemically Labeled DNA and other
Biological Materials Providing a
Receptor or Target Moiety Therson
Xxxxxx Xxxxxxx
--------------------------------------------------------------------------------
4,894,325 Hybridization Method for the Detection Jan. 16, 1990
of Genetic material
Xxxx Xxxxxxxxxx et al.
--------------------------------------------------------------------------------
4,900,669 Necleotide Sequence Composition and Feb. 13, 1990
Method for Detection for Neissera
Gonorrhoeae and Method for Screening
for a Nucleotide Sequence that is
Specific for a Genetically Distinct
Group
Xxxxxx Xx et al.
--------------------------------------------------------------------------------
4,943,523 Detectable Molecules, Method of Jul. 24, 1980
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
2
================================================================================
Grant of
Patent
Patent Number Title/Inventor Published
--------------------------------------------------------------------------------
4,952,665 Detectable Molecules, Method of Aug. 28, 1990
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,987,065 In Vivo Labelling of Polynucleotide
Sequences
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
4,994,373 Method and Structures Employing Feb. 19, 1991
Chemically-Labelled Polynucleotide
Probes
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
5,002,885 Detectable Molecules, Method of Mar. 26, 1991
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
5,013,831 Detectable Molecules, Method of May 7, 1991
Preparation and Use
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
5,024,933 Method and Kit for Sample Adherence to June 18, 1991
Test Substrate
Xxxx-Xxxx Yang et al.
--------------------------------------------------------------------------------
5,061,076 Time-Resolved Fluorometer Oct. 29, 1991
Xxx Xxxxxx
--------------------------------------------------------------------------------
5,082,830 End Labeled Nucleotide Probe Jan. 21, 1992
Xxxxxxxxx X. Xxxxxx et al.
--------------------------------------------------------------------------------
5,175,269 Compound and Detectable Molecules Dec. 29, 1992
Having An Oligo-or Polynucleotide with
Modifiable Reactive Group
Xxxxxx X. Xxxxxxxxxxxxxxx
--------------------------------------------------------------------------------
5,288,609 Capture Sandwich Hybridization Method Feb. 22, 1994
and Composition
Xxxx Xxxxxxxxxx et al.
--------------------------------------------------------------------------------
5,328,824 Methods of using Labeled Neucleotides Jul. 12, 1994
================================================================================
3
