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Distribution and Marketing Agreement
Distribution and Marketing Agreement (56K)
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DISTRIBUTION AND MARKETING AGREEMENT
This DISTRIBUTION AND MARKETING AGREEMENT, including the attached
Exhibits ("Agreement"), is made and entered into as of March 24th, 1999 (the
"Effective Date") by and between CIPHERGEN BIOSYSTEMS, INC., a California
corporation with offices at 490 San Antonio Road, Palo Alto, CA 94306, USA
("CBI"), and Ciphergen Biosystems K.K., a Japanese corporation with offices at
3-6 Nishikicho Kanda Chiyodaku Tokyo, Japan ("JVC").
BACKGROUND
A. CBI is engaged in the business of developing, manufacturing,
distributing, and selling Products (as defined below); and
B. JVC desires to solicit orders for Products from, and distribute
and sell Products to, customers in the Territory (as defined below); and
C. JVC desires to purchase from CBI, and CBI desires to sell to
JVC, such Products for the purpose of resale to customers in the Territory.
NOW, THEREFORE, in consideration of the mutual promises contained herein, CBI
and JVC agree as follows:
1. DEFINITIONS
l.1 "AFFILIATE" means any entity which is controlled by CBI or JVC. An
entity shall be regarded as in control of another entity for purposes of this
definition if it owns or controls more than fifty percent (50%) of the shares of
the subject entity entitled to vote in the election of directors (or, in the
case of an entity that is not a corporation, for the election of the
corresponding managing authority); provided, however, that in any country where
the local law does not permit equity participation of at least 50%, then
Affiliate will include any company in which CBI or JVC owns or controls,
directly or indirectly, the maximum percentage of such outstanding stock or
voting rights permitted by law.
1.2 "CHANGE IN CONTROL" with respect to a Party means (i) a merger
of that Party with or into another Person, or a sale of all or substantially
all of a Party's assets to another Person, if as a result of the merger or
asset sale the holders of a majority of the Party's voting securities before
the transaction hold less than a minority of the voting securities of the
surviving entity, or (ii) the acquisition by a Person or a group acting in
concert of a majority of a party's voting securities.
1.3 "CONSUMABLES" means CBI's ProteinChip-TM- arrays generally made
available by CBI for use with Systems and items that CBI sells in the United
States and Europe in one time or limited reuse with the Systems for life
sciences research market applications.
146976
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Ciphergen
As referenced in this Distribution and Marketing Agreement:
CIPHERGEN BIOSYSTEMS, INC. – DISTRIBUTION AND MARKETING AGREEMENT
This DISTRIBUTION AND MARKETING AGREEMENT, including the attached
Exhibits ("Agreement"), is made and entered into as of March 24th, 1999 (the
"Effective Date") by and between CIPHERGEN BIOSYSTEMS, INC. , a California
corporation with offices at 490 San Antonio Road, Palo Alto, CA 94306, USA
("CBI"), and Ciphergen Biosystems K.K., a Japanese corporation with offices at
3-6
_____________
Ciphergen Biosystems, Inc. – JVC may
label the Products with the JVC tradename and trademarks, provided JVC agrees to
label all Products with the following legend in the Japanese language:
"Distributed under authority from Ciphergen Biosystems, Inc. ", or a
substantially equivalent legend.
10.10 ACCESS. JVC shall, at CBI's request, allow representatives of CBI
to visit Customers, purchasers, and any other end users of Products
_____________
CIPHERGEN BIOSYSTEMS, INC. – an agreement confirming the terms and conditions
of this Agreement.
IN WITNESS WHEREOF, the undersigned are duly authorized to execute this
Agreement on behalf of CBI and JVC as applicable.
CIPHERGEN BIOSYSTEMS, INC. Ciphergen Biosystems K.K.
("CBI") ("JVC")
By: /s/ William E. Rich By: /s/ Toru Umehara
------------------------- --------------------------
Print Name: William E. Rich Print Name: Toru Umehara
Title: President and CEO Title:
_____________
dt 1456397
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Ciphergen
As referenced in this Distribution and Marketing Agreement:
CIPHERGEN BIOSYSTEMS, INC. – DISTRIBUTION AND MARKETING AGREEMENT
This DISTRIBUTION AND MARKETING AGREEMENT, including the attached
Exhibits ("Agreement"), is made and entered into as of March 24th, 1999 (the
"Effective Date") by and between CIPHERGEN BIOSYSTEMS, INC. , a California
corporation with offices at 490 San Antonio Road, Palo Alto, CA 94306, USA
("CBI"), and Ciphergen Biosystems K.K., a Japanese corporation with offices at
3-6
_____________
Ciphergen Biosystems, Inc. – JVC may
label the Products with the JVC tradename and trademarks, provided JVC agrees to
label all Products with the following legend in the Japanese language:
"Distributed under authority from Ciphergen Biosystems, Inc. ", or a
substantially equivalent legend.
10.10 ACCESS. JVC shall, at CBI's request, allow representatives of CBI
to visit Customers, purchasers, and any other end users of Products
_____________
CIPHERGEN BIOSYSTEMS, INC. – an agreement confirming the terms and conditions
of this Agreement.
IN WITNESS WHEREOF, the undersigned are duly authorized to execute this
Agreement on behalf of CBI and JVC as applicable.
CIPHERGEN BIOSYSTEMS, INC. Ciphergen Biosystems K.K.
("CBI") ("JVC")
By: /s/ William E. Rich By: /s/ Toru Umehara
------------------------- --------------------------
Print Name: William E. Rich Print Name: Toru Umehara
Title: President and CEO Title:
_____________
dt 1456420
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