CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT 10.41
December 14, 2001
Amgen Inc. ("Amgen")
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx 00
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx
Associate Director, Research
RE: AMENDMENT TO TECHNOLOGY ACCESS AGREEMENT
Dear Phil:
Further to our recent conversations, this Letter Amendment (the
"Amendment") sets forth certain changes that the parties wish to make to the
Technology Access Agreement between Caliper and Amgen dated December 21, 1998
(the "Original Agreement"). Capitalized terms used herein but not defined shall
have the meaning ascribed to them in the Original Agreement.
1. CREDITS FOR CERTAIN FEES DUE UNDER THE ORIGINAL AGREEMENT.
a. General. The parties acknowledge that the HTS
enterprises under the Original Agreement have evolved
from their focus on early product development and access
to a later-stage commercial relationship involving
commercial sales of standard HTS products by Caliper. In
light of this evolution, Caliper agrees to convert the
final [ * ] in fees paid by Amgen pursuant to the
Original Agreement into credits toward the purchase of
Caliper HTS products and services, subject to the terms
and conditions of this Amendment.
b. Purchase Credit for Past Fees. The credit set forth in
Section 1(a) shall be utilized by Amgen to purchase one
demonstration model Caliper 250 Fluorogenic and Mobility
Shift Screening System at an additional [ * ] discount
pursuant to a purchase order placed with Caliper on or
before December 19, 2001. Amgen agrees to accept such
instrument prior to the end of 2001.
c. Additional Instrument Terms. In consideration for
allowing Amgen to purchase the demonstration model at a
discounted price as set forth in Section 1(b) above,
Amgen shall, upon request from Caliper at any time
before June 30, 2002, return to Caliper the Caliper 220
currently in Amgen's possession. Caliper shall upgrade
the Caliper 250 instrument set forth in subsection 1(b)
above with multiport pressure capability [ * ] when such
functionality becomes commercially available. In
addition, Caliper
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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shall extend the warranty for the two (2) Caliper 110
instruments currently in Amgen's possession through
December 31, 2002 at [ * ]. Caliper shall continue to
manufacture Chips and reagents for the Caliper 110 for
sale to Amgen.
2. PURCHASE TERMS FOR COMMERCIALLY AVAILABLE PRODUCTS. From the
date this Amendment is executed by both parties until [ * ],
Caliper agrees to provide the following discounts or prices to
Amgen. Caliper's standard list prices as of the date of this
letter are set forth in Exhibit A.
a. Except as set forth in Section 1(b) above, [ * ] off the
list price of Caliper's commercially released HTS
instruments set forth in Caliper's then-current product
catalog at the time of purchase;
b. All services other than standard field service for
commercially released HTS instruments, including but not
limited to HTS assay development services and custom
project development services, will be provided at a
[ * ] discounted rate of [ * ] per Caliper FTE per year,
or [ * ]/hour.
c. Amgen shall pay for datapoints as set forth in that
certain Datapoint Pricing Agreement dated December 17,
2001. Amgen shall pay list price for Caliper's
microfluidic chips.
d. No Multiple Discounts. Except as set forth in Section
1(b) above, in the event that more than one discount may
apply to a particular item under this Amendment, other
agreements between the parties or pursuant to Caliper's
standard commercial practices (including volume
discounts), Amgen may choose which discount to apply but
may not combine discounts.
3. SERVICES.
a. FTEs. Caliper shall provide to Amgen one-half (1/2) of
an FTE during calendar year 2002 for LabChip Assay
development as requested by Amgen, subject to Section
3(b) below, and pursuant to the terms of Sections 4 and
5 of the Original Agreement, which are hereby
incorporated herein by reference for the purpose of
governing development activities by such FTE.
b. Library Card Project. Caliper shall provide to Amgen
updates on a calendar quarter basis regarding the status
of Caliper's development of a library card (the
"Project"), provided that Caliper does not guarantee any
particular result for, or continuation of, the Project.
In the event that Caliper requests certain compounds
from Amgen for use in the Project, Amgen shall provide
such compounds to Caliper free of charge, and shall
inform Amgen of any data obtained during the Project
from the use of such compounds. If Amgen requests that
such compounds be tested against a particular target,
then Caliper may, in its sole discretion, perform such
testing and inform
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
Amgen of the results, provided that Caliper may use the
FTE time set forth in Section 3(a) of this Amendment to
perform such testing.
4. AMENDMENT OF SECTION 8.4 OF ORIGINAL AGREEMENT. Section 8.4 of
the Original Agreement is hereby amended and restated as
follows:
"SURVIVING OBLIGATIONS. No expiration or termination of
this Agreement shall relieve either party of any obligation
accruing prior to such expiration or termination. The provisions
of Sections 2.1(a) (third and fourth sentences), 2.1(b), 2.1(c)
(except as such subsection relates to 3.3(c)), 2.1(d), 2.4, 2.5,
2.7, 3.1(b)(i), 4, 5, 7, 8.4, 8.5 and 9 shall survive the
expiration or termination of this Agreement."
5. MATERIALS. In the event that Amgen transfers any Materials to
Caliper hereunder, the terms of Section 4.3 of the Original
Agreement, which is hereby incorporated herein by reference,
shall apply to such transfer. Caliper understands that any Amgen
compounds transferred will not be subject to attempts for
structural elucidation without the prior written consent of
Amgen.
6. TERM. Except as set forth herein, the terms of the Original
Agreement shall remain in full force and effect. The terms of
this Amendment shall survive beyond the scheduled expiration of
the Original Agreement on December 21, 2001, to the extent and
for the duration expressly provided in this Amendment. This
Amendment shall not otherwise extend the term of the Original
Agreement in any manner.
Please indicate Amgen's agreement to the foregoing terms by signing below where
indicated.
Sincerely,
CALIPER TECHNOLOGIES CORP.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: CEO
ACCEPTED AND AGREED:
AMGEN INC.
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: VP Small Molecule Drug Discovery
Date: 17 December 2001
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT A
HTS PRODUCT CATALOG
(AS OF DECEMBER 10, 2001)
PRODUCT PRICE
CALIPER 250 CORE SYSTEM $285,000
-2-CCD Detection
-Blue and Red excitation lasers
-16V+1P Power and Pressure
Controller
-Computer System
-X-Y-Z robot system w/controller
-Next Gen Instrument Control and
Data Acquisition Software
-Includes 3 Training Credits
-1 Year Warranty, First Year
On-site Service and Software Updates
OPTION 1*: ENVIRONMENTAL CONTROL $ 92,000
AND MULTI-PLATE HANDLING
-Temperature and Humidity Control
Unit
-Twister Plate Handler and Barcode
Unit
OPTION 2*: ADDITION OF UV $ 55,000
EXCITATION AND DETECTION
-355nM Excitation and Detection
ANALYSIS SOFTWARE
-Fluorogenic Analysis Module $ 28,750
-Off-Chip Mobility Shift Analysis $ 28,750
Module
ASSAY CHIPS**
-4-Sipper Off-Chip Mobility Shift $ 250
Chip
-4-Sipper Fluorogenic Chip $ 250
SYSTEM PRICE
MOBILITY SHIFT AND FLUOROGENIC
SCREENING SYSTEM
-Caliper 250 Core System $285,000
-Option 1*: Environmental Control and $ 92,000
Multi-Plate Handling
-Option 2*: Addition of UV Excitation $ 55,000
and Detection
-Fluorogenic Analysis Module $ 28,750
-Off-Chip Mobility Shift Analysis $ 28,750
Module
TOTAL $489,500
MOBILITY SHIFT SCREENING SYSTEM
-Caliper 250 Core System $285,000
-Option 1*: Environmental Control and $ 92,000
Multi-Plate Handling
-Off-Chip Mobility Shift Analysis $ 28,750
Module
TOTAL $405,750
MOBILITY SHIFT AND FLUOROGENIC DEVELOPMENT SYSTEM
-Caliper 250 Core System $285,000
-Option 2*: Addition of UV Excitation $ 55,000
and Detection
-Fluorogenic Analysis Module $ 28,750
-Off-Chip Mobility Shift Analysis $ 28,750
Module
TOTAL $397,500
MOBILITY SHIFT DEVELOPMENT SYSTEM
-Caliper 250 Core System $285,000
-Off-Chip Mobility Shift Analysis $ 28,750
Module
TOTAL $313,750
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT B (CONTINUED)
CUSTOMER SUPPORT AND SERVICE
ASSAY DEVELOPMENT SERVICE $250/HR.
-Development of Assay Conditions for Standard Fluorogenic or
Mobility Shift Assay.
TRAINING COURSES
-Assay Development Training Course: Fluorogenic (3 days) $2000/PERSON
-Assay Development Training Course: Off-Chip Mobility Shift (3 days) $2000/PERSON
-Instrument Training Course: (2 days) $1500/PERSON
ANNUAL MAINTENANCE CONTRACT 12% OF
SYSTEM PRICE
(SW Updates, Annual Calibration, On-Site Service, Extended Warranty, Laser
Replacements not included)
*INSTALLATION OF HARDWARE UPGRADES TO SYSTEMS AFTER PURCHASE 20% OF HW
UPGRADE
** ASSAY CHIPS ARE ONLY AVAILABLE TO CUSTOMERS AT THESE PRICES AFTER EXECUTION
OF DATAPOINT PRICING AGREEMENT.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
