Supply Agreement - LIfe Sciences Inc. and Organon Teknika BV
SUPPLY AGREEMENT
This Supply Agreement ("Agreement") is entered into on this 25th day of May,
2000 by and between
LIFE SCIENCES INC., (hereinafter referred to as "LSI"), a corporation
established under the laws of Delaware, having its registered offices at 2900
72nd Street North, St. Petersburg, Florida 33710, U.S.A.,
and
ORGANON TEKNIKA B.V. (hereinafter referred to as "Teknika"), a private company
with limited liability incorporated under the laws of The Netherlands, having
its principal place of business at Boseind 15, 5281 RM Boxtel, The Netherlands,
WITNESSETH
That, Teknika wishes to purchase and LSI wishes to supply certain products of
LSI manufactured for Teknika for the purposes of incorporating these products
into a diagnostic test kit for the sale of such test kit in the whole world;
NOW, THEREFORE, in consideration of the mutual promises and undertakings of the
parties hereinafter set forth, and for other good and valuable consideration;
the receipt and sufficiency of which are hereby acknowledged, it is agreed by
and between the parties as follows:
Art. 1. Definition
The term "Affiliate" means any company or other business entity which, by means
of ownership of a majority of shares or at least 50% interest in income or
otherwise, directly or indirectly controls, is controlled by or is under common
control with either party.
The term "Effective Date" shall mean the day, month and year set out above.
The term "Products" means the NASBA Enzyme Cocktails which includes T7 RNA
Polymerase in glycerol free medium, AMV-Reverse Transcriptase in glycerol free
medium and E.coli RNase H in glycerol free medium which are individually
packaged components according to the Specifications in Appendix I, which
Appendix can be modified by mutual agreement from time to time.
Art. 2. Distribution Rights
LSI agrees to supply Teknika with the Products for further manufacturing use by
Teknika in the production of in vitro diagnostics products (e.g., NucliSens) to
be distributed and sold worldwide.
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Art. 3. Supply of Products
3.1. LSI undertakes to supply non exclusively to Teknika during the term of
this Agreement, the Products and Teknika agrees to purchase the
Products on a non-exclusive basis from LSI, provided, however, that LSI
meets all of Teknika's quality, logistical, and commercial needs
outlined in this Agreement.
3.2. Where a supply agreement is concluded by LSI with a third party for the
supply of the Products and/or products comparable to the Products on
equal or more favourable terms and conditions than those of this Supply
Agreement, and/or at a price which is lower than the price applicable
at the time for Teknika, Teknika shall promptly be informed thereof and
shall (as of the date of the third party supply agreement and/or of the
date such lower price was effected) be entitled to more favourable
terms and conditions and/or lower prices than those granted
respectively or offered to such third party.
Art. 4. Prices and Terms
4.1. Product will be supplied by LSI to Teknika at prices as specified in
Appendix II. Prices of the cocktail as a whole and also the individual
component prices are to be communicated.
4.2. The prices specified in Appendix II shall be valid until January first
2003.
4.3. Price increases and decreases due to specification (Appendix I)
changes can be implemented after written approval of Teknika's
International Purchasing Department.
4.4. Price increases will not affect purchase orders which are already
placed by Teknika.
4.5. LSI shall have the right to renegotiate prices based on specification
changes or significant changes in the price of raw materials. In the
event of a significant change in raw material prices, LSI will inform
Teknika, in writing, of any corresponding price increase thirty (30)
days in advance, and will provide appropriate documentation of the raw
material cost increase. For purposes of this Agreement, a "significant
change" in raw material prices will be any change greater than or
equal to five percent (5%) of total raw material costs, whether
occurring in a single price increase or several over time.
4.6. Although prices can be reviewed yearly, it is the objective of LSI to
be competitive in the market of pharmaceutical industry and to seek
better ways to improve efficiency and to lower prices of products.
4.7. Parties will meet every October to discuss and review forecasts, to
discuss general market conditions, the parties' collaboration under
this Agreement
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and the conditions that have consequences for the parties in the execution
of this Agreement.
Art. 5. Delivery and payment conditions
All purchases made by Teknika from LSI hereunder shall be subject to the
following conditions of delivery:
5.1. Teknika shall be invoiced by LSI for all purchases made by Teknika. Terms
shall be net 45 days after date of delivery. A 1.5% discount on invoice
prices will be applicable for payment received within 15 days.
5.2. LSI shall deliver Product furnished with the necessary labels.
5.3. All deliveries, unless otherwise specified by Teknika, shall be Ex Works
St. Petersburg, Florida, USA (Incoterms 1990).
5.4. Invoices will be paid in U.S. dollars.
5.5. Rejected Products (i.e. Products which do not meet Appendix I
specifications), will be free of charge replaced by LSI within one (1)
month after receipt of written complaint, provided such written complaint
is submitted to LSI within 30 days after arrival of the Products at
Teknika's premises. Parties agree that, in such an event, calamity lead
time is defined and will be 4 calendar weeks. For the avoidance of doubt
the costs of transport for the return of rejected Products are for the
account of LSI.
Art. 6. Product manufacture and product changes
6.1. LSI shall inform Teknika about any improvements or new developments with
respect to the Products. However, LSI shall not make any changes and/or
modifications to the Products without first obtaining Teknika's prior
written approval.
6.2. Teknika has the right upon reasonable prior notice and under
confidentiality to inspect the manufacture and quality control procedures
of LSI relating to the Products.
6.3. Minor changes not affecting form, fit or function required to keep the
Products within specifications shall be permitted. Changing raw materials
or raw material vendors may not be done without Teknika's written
approval.
Art. 7. Warranties
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7.1. LSI warrants that the Products will meet the specifications set forth in
Appendix I (some of which specifications may be amended from time to
time by mutual consent). LSI warrants that it will supply, under this
Agreement, Products that will be of first class commercial quality,
properly packed, manufactured of proper materials meeting the
specifications accompanied with a Certificate of Conformity with each
shipment and that they are manufactured in compliance with Good
Manufacturing Practice Regulations.
7.2. LSI furthermore warrants that, to the best of LSI's knowledge, the
development and manufacture of the Products by LSI does not infringe any
intellectual property rights or other proprietary rights of a third
party.
Art. 8. Orders-orderplan-forecasts
8.1. Teknika shall provide LSI with a written forecast of its best estimate
of requirements of the Products for each twelve (12) forthcoming
calendar months and shall update such forecast on quarterly basis, which
update should be available at LSI at least one calendar week before the
start of the new quarter.
8.2. The first three months of the forecast will be accompanied by firm
purchase orders.
8.3. LSI will confirm all Teknika purchase orders within ten (10) working
days as from the day of receipt of the purchase order, to Teknika's
International Purchasing Department. Confirmation may be made by fax.
8.4. LSI only can ship orders when confirmed in writing by Teknika and when a
purchase order number has been submitted by Teknika's International
Purchasing Department.
8.5. Teknika's purchase cycles divide a year into ten (10) periods of
essentially thirty-six (36) days each. These time divisions ("Purchase
Periods") are used in this Agreement for measuring and describing LSI's
supply obligations with respect to Products under this Agreement and
Teknika's purchase obligations of Products under this Agreement.
8.6. Promptly after the Effective Date, Teknika shall issue to LSI an extra
purchase order to build up an adequate buffer stock. The amount of
Products ordered through this stock purchase order will be comparable to
three (3) months requirements of Products as communicated with the
twelve (12) months rolling forecast provided by the Effective Date of
this Agreement.
Art. 9. Supply and Quality Assurance
9.1. LSI shall meet all quality, safety and environmental requirements for
the manufacturing and delivery of Products as described in Appendix I.
(See
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stands in exhibit I, stand 72237 Rev:00, stand 72239 Rev:00, stand 72236
Rev:01.)
9.2. LSI will secure its supply of raw material if applicable in adequate
quantities at all times to reach Teknika's Product requirements, from
at least two legitimate suppliers. LSI is also capable to deliver from
a second manufacturing site if necessary.
The objective of LSI in line with this agreement is to deliver Products
just in time and on a zero defect basis. The rate to which the parties
agree that supply performance is adequate should be:
On quality 98% (based on shipment rejects)
On delivery 99% (with a deviation of five days)
9.3. Teknika holds the right to inspect, by means of an expert appointed by
itself, at any time, with 30 days previous notice, and at least once a
year, the manufacture and quality control procedures by LSI with respect
to the Product. LSI retains the right to have Teknika and any inspector,
whether a Teknika employee or not, sign a binding confidentiality
agreement against disclosure to third parties of LSI confidential
information.
9.4. LSI is currently in the process of reviewing its Quality Assurance
program against the ISO rules and will update its system accordingly.
In accordance with Teknika's guidelines and based on ISO 9001, LSI will
fulfill all actions necessary to meet Teknika's quality system
requirements and address corrective actions to noncompliance items as
specified in Teknika's QS audit reports.
Art. 10. Packaging
Unless the packaging is pre-described in the Teknika pack-specification of the
Products (Appendix I), LSI must take care of the packaging of the Products in
such a way that the Products will not be damaged during normal transport
conditions.
Art. 11. Continuity of Supply
11.1. LSI and Teknika are aware that the continuity of supply of the Products
is essential to Teknika's business.
LSI will inform Teknika as soon as possible, but at least with twelve
(12) months prior written notice, of any planned intent to discontinue
the manufacture and/or supply of the Products, and as soon as possible
of any potential or real inability to manufacture and/or supply the
Products.
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11.2. In order to secure the continuous supply of the Products, LSI and
Teknika have agreed to the following:
(i) LSI has set up a contingency plan as attached as Appendix III. (the
"Contingency Plan") for the uninterrupted supply of the Products to
Teknika. LSI is an associate member of the Biotechnology Development
Institute (BDI) of the University of Florida and such membership affords
LSI access to an alternative location for the production of the Products
at the BDI laboratory facility for a period of up to six months. LSI and
the University of Florida have entered into an agreement for these
purposes (the "University Agreement").
LSI hereby agrees to undertake all possible and necessary preparations,
including storage of a limited quantity of the Products together with a
substantial quantity of production substrates and long lead time
supplies at the BDI facility, in order to be prepared for immediate
implementation of the Contingency Plan.
(ii) In addition to the University Agreement, LSI has entered into
understandings with various hatcheries for the supply of day old W36
chickens which are used in the manufacture of the Products (the "W36
Agreement"). Where LSI is not willing to supply the Products or is not
able to supply the Products for more than two (2) Purchase Periods, at
the option of Teknika, LSI will immediately assign all its rights under
the University Agreement, the W36 Agreement and any other agreements
essential to the manufacture of the Products to Teknika.
(iii) Teknika is hereby granted a stand-by right to direct the operation
of LSI's enzyme production facilities and all appropriate personnel at
LSI's enzyme production facilities as provided in the Facilities
Operation Agreement attached as Appendix III.A. In the event of a
"Triggering Event" as defined in the Facilities Operation Agreement, the
parties, shall enter into that agreement to provide Teknika the right to
direct the use of the premises and employ the personnel at the premises
to the extent needed for the continued supply of the Products.
(iv) In addition to Appendix III.A. Teknika is hereby granted a stand by
option to obtain a non exclusive licence from LSI for its NASBA enzyme
production technology (the "License Agreement") in the form as attached
as Appendix III.B. This option may only be exercised by Teknika where
LSI is not willing or not able to supply the Products for more than two
(2) Purchase Periods. The License Agreement will include (i) a right to
one sub license for the manufacture of the Products, (ii) an obligation
of confidentiality on both Teknika and its sub licensee, and (iii) a
provision that the License Agreement will terminate within six (6)
months after LSI has resumed the supply of the Products as provided for
in this Agreement, taking into consideration a smooth continuation of
supply in commercial quantities as communicated by Teknika's forecasting
system.
For these purposes LSI will provide Teknika will all necessary know how,
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information, documents and licenses to enable Teknika to make or have
made the Products, including but not limited to the following
information: relevant production and manufacturing process' and
procedures' protocols in accordance with LSI's own internal GMP control
system, list of used raw materials and relevant suppliers, relevant
Quality Control Manuals and most recent production history file (the
Know How). The Know How will be held in escrow by a third party to be
appointed by LSI and Teknika jointly.
Parties agree that this paragraph does not release the parties from
their contractual obligations or set aside the rights they have under
this Agreement including but not limited to the rights of the parties
under paragraph 12.2.
11.3. At the request of Teknika, LSI shall provide Teknika, at Teknika's
cost, with the necessary training to apply the information and Know
How to enable Teknika to properly exercise its rights under this
article. Teknika is willing to pay all reasonable travel and
accommodation expenses incurred by LSI in sending its personnel to
Teknika for the above mentioned training.
Art. 12. Duration and termination
12.1. This Agreement shall become effective on the Effective Date and shall
continue to be in force until January 1st, 2003. Thereafter, it will
be automatically extended for subsequent periods of 2 years, unless 12
months prior to the initial period, or the expiration date of such
renewed period, notice of termination is given by one party hereto to
the other by registered mail.
12.2. Notwithstanding the preceding paragraph, this Agreement may be
terminated forthwith by notice given by registered mail:
a. by either party in the event the other party shall breach any of
its obligations under this Agreement and shall fail to remedy such
breach within sixty (60) days from receipt of notice of such breach
by the party not in default; or
b. by either party in the event of the other party's liquidation,
bankruptcy or state of insolvency; or
c. by either party in the event of an assignment of this Agreement by
the other party to a third party without the non-assigning party's
written approval; or
d. by either party in the event of change in control of the other
party or a transfer of all or a substantial part of the other
party's business.
12.3. In case of termination of this Agreement, Teknika will have the right
to sell out its stock, existing at the moment of termination.
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Art. 13. Force Majeure
Neither party shall be liable or in breach of any provision of this Agreement
for any failure or delay on its part to perform any obligation hereof because
of force majeure (such as, but without limitation, strikes, unforeseeable
lockouts, shortage of raw materials or energy, any governmental regulations or
Acts of God) provided that such party shall promptly give notice to the other
party of such occurrence and shall do all things reasonable to eliminate the
effect thereof to the extent possible.
Art. 14. Indemnification
Teknika and LSI agree to indemnify and hold the other party harmless against
any claims, damages, liabilities and costs arising out of a breach by Teknika or
LSI of any of their respective obligations under this Agreement.
Art. 15. Dispute Resolution
15.1. The parties shall attempt in good faith to resolve promptly any
dispute, arising out of or relating to this Agreement by negotiation.
If despite such negotiations the matter cannot be resolved amicably,
the parties shall endeavor to settle any dispute, other than a patent
dispute, by non-binding mediation under the then current Center for
Public Resources Procedures for Mediation of Business Disputes in
Europe (CPR).
Unless otherwise agreed, the parties agree to select the mediator from
one of the CPR Panels of Distinguished Neutrals within 30 days of a
written request of any party to the other to start a mediation and, if
no such Neutral has been agreed upon within the 30 day's period, each
party may notify CPR to initiate a selection process. The seat of
mediation shall be The Hague, The Netherlands, or any other location
mutually agreed upon by parties.
15.2. If the dispute has not been resolved by non-binding means as provided
in paragraph 15.1. hereof within 60 days (or an agreed extended period)
of acceptance by the mediator of his appointment, or if one of the
parties has informed the other party in writing that it is not willing
to start or proceed with the mediation as contemplated in paragraph
15.1., the dispute shall be exclusively settled by a Court of competent
jurisdiction within The Hague, The Netherlands.
Art. 16. Entire Agreement
This Agreement sets forth the entire agreement between the parties hereto
relating to the subject matter of this Agreement, and supersedes all prior
agreements. This Agreement may be modified in writing only.
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Art. 17. Severability clause
The invalidity or impracticability of any terms of this Agreement shall not
affect the validity of its remaining terms. In such a case, the parties shall
agree without delay on a valid substitute term which shall approximate as
closely as possible the purpose of the invalid or impracticable term.
Art. 18. Miscellaneous
This Agreement shall be personal to the parties and may not be assigned, except
by mutual consent of the parties, not to be unreasonably withheld, other than
to a successor to or assignee of all or substantially all of that part of the
business of the assigning party to which to Product relates. The individuals
who have executed this Agreement warrant that they have done so with full
authority to execute such documents on behalf of their corporations and shall,
upon demand, present documents verifying that authority.
Art. 19. Confidentiality
19.1. Both Teknika and LSI possess confidential and proprietary information
and data concerning Enzymes and Nucleotides for Nasba reactions,
stabilization processes and Teknika's Q.C. procedures for Nasba
reagents. Both Teknika and LSI wish to exchange their Confidential
Information, as hereinafter defined, in order to support this Agreement
concerning the supply of Enzyme Cocktails, subject to the terms and
conditions of this Article 19.
19.2. "Confidential Information" shall mean all information disclosed by one
party to the other in written form and clearly marked 'confidential'
or, if communicated verbally, confirmed in writing within fifteen (15)
days after verbal communication and clearly marked 'confidential'.
19.3. Upon the execution of this Agreement, each party shall supply the other
party with such Confidential Information as deemed appropriate by LSI
and Teknika respectively.
19.4. Unless provided otherwise in this Agreement, the disclosure of
Confidential Information shall not or may not be construed as granting
the other party any right or licence to the Confidential Information
for any use other or further than the requirements of this Supply
Agreement.
19.5. Each party agrees that it will not use any part of the Confidential
Information supplied by the other party except as required by this
Supply Agreement and that it will keep, both during the evaluation
period and thereafter, said Confidential Information secret and
confidential, and that it shall not disclose any of it to any third
party except to the extent necessary to support this Supply Agreement
and under the same secrecy obligation as herein
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contained. The provisions of this paragraph shall, however, not apply
to any part of such Confidential Information which:
a. is at present publicly known or hereafter becomes publicly known
through no fault of the receiving party, or its employees; or
b. was already known to the receiving party on the date of disclosure
by the other party, provided that such prior knowledge can be
adequately substantiated by documentation; or
c. properly and lawfully becomes available to the receiving party from
other sources; or
d. is independently developed by the receiving party or its affiliates
without the benefit of any disclosure by the disclosing party.
Documents and important papers and/or forms, etc. will be returned to
the party from which they originate immediately after expiration of
this Agreement.
19.6. This obligation of confidentiality will also apply to mutual
developed information.
Art. 20. Appendices
All appendices (including all exhibits) to this Agreement constitute an
integral part of the Agreement.
Art. 21. Notices
Any notice required under this Agreement shall be made in writing by registered
mail to the Parties at their respective addresses first above written or as
subsequently changed by notice duly given.
Art. 22. Applicable Law
The laws of The Netherlands govern this Agreement. English should be the
official language of this Agreement.
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In witness whereof, the parties hereto have caused this Agreement to be executed
in duplicate by their respective duly authorized officers the day and year first
above written.
For and on behalf of For and on behalf of
ORGANON TEKNIKA B.V. LIFE SCIENCES, INC.
Boxtel St. Petersburg
/s/ C.H.J. van Kollenburg /s/ Alex A. Burns
------------------------- -----------------
By: C.H.J. van Kollenburg By: Alex A. Burns
Title: Manager International Purchasing Title: Vice President
/s/ Drs. R.J. Wolters
------------------------- ----------------
By: Drs. R.J. Wolters By:
Title: Manager International Manufacturing Title:
e:
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APPENDIX I
PRODUCT SPECIFICATIONS
(NOT INCLUDED)
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APPENDIX II
PRICING DATA
(NOT INCLUDED)
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APPENDIX III
Contigency Plan.
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LIFE SCIENCES INC. LOGO
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN
BASIS FOR THE PLAN:
Life Sciences is a producer of nucleic acid modifying enzymes used in
proprietary, commercial tests for diagnosis of human disease and the
identification of environmental pathogens. Because Life Sciences may be the sole
source of these enzyme for certain final product manufacturers, including
itself, and the enzymes together with the tests kits containing them have a
defined and limited shelf life, the company has established this plan to enable
sustained temporary production of certain of its enzyme products in the event
the company suffers catastrophic loss of its production facilities.
While some of the company's enzyme products are of bacterial origin, production
of its avian myeloblastosis virus (AMV) reverse transcriptase (RT) product
requires the use of day-old W36 chickens as a host for production of the viral
substrate that is the source of the enzyme. Because the W36 chicken is not a
universally available species and the infrastructure necessary for the
production of the virus is a space intensive and skillfully crafted one, this
plan is substantially reliant on the use of cryogenically preserved production
intermediates to assure continuous production of all the enzyme products.
Expedited start up of production of viral substrate would present substantial
logistic and financial challenges.
NATURE OF THE RISK:
The Company's facilities in St. Petersburg, Florida are situated approximately
3 miles east of the Gulf of Mexico and nearly equidistant westward from Tampa
Bay. The Gulf and its bays and coves are known paths for hurricanes of varying
strengths. Because buildings constructed as Life Sciences' facilities have been
demolished by the water and winds attendant to category 4 and higher hurricanes,
the company is at risk for loss of its facilities. From time to time the Tampa
Bay region also experiences tornadoes and other cyclonic wind phenomena that
possess sufficient destructive forces to destroy Life Sciences' enzyme
production facilities.
Because tornadoes and particularly hurricanes typically cause substantial
localized and even region-wide damage to structures, the post-event rebuilding
of region-wide wind related damage is subjected to the competitive bidding for
the available construction materials and human resources, Life Sciences can
make no representations as to a potential timetable for rebuilding of its
facilities following wind related natural disasters. As such, this contingency
plan focuses on external, out-of-region facilities for production of its
critical enzyme products.
P.O. Box 48039, St. Petersburg, Florida 33743 - 2900 72nd Street North,
St. Petersburg, Florida 33710
Telephone (727) 345-9371 - Facsimile (727) 347-2957
email: lsi1@gte.net - www.lifesci.com
<PAGE> 16
Life Sciences Inc. Enzyme Production Contingency Plan
Page 2
THE PLAN:
REBUILDING MANUFACTURING CAPABILITY: Life Sciences maintains almost $2 million
of insurance coverage for catastrophic damage to its buildings and production
machinery together with and coverage for up to $300,000 in lost revenues. The
company believes these amounts are sufficient to fund the restart of its enzyme
production in leased or rebuilt facilities, located within reasonable access of
its existing cadre of employees, within 3 months following even total
destruction of its existing laboratories.
INTERIM PRODUCTION: Life Sciences has entered into an agreement with an arm of
the University of Florida for at-will utilization of laboratory space and
"common-use" assets at the Sid Martin Biotechnology Development Institute
located in Alachua, Florida. The Institute was founded as a Biotechnology
Incubator to support the development of small businesses created primarily to
commercialize biotechnology related innovations which are originated by the
faculty and staff of the University of Florida.
The University of Florida is one of the leading research universities of the
United States. Situated approximately 150 miles northeast of St. Petersburg,
the University has a population of over 43,000 graduate and undergraduate
students and over 5000 faculty and professional staff. With over $300 million
in annual government and industry funding for its research programs in various
disciplines, the University is world renowned for its innovations in medicine
and agricultural sciences. Since contemporary developments in both of these
fields is almost inextricably linked with molecular biology, the concept of a
biotechnology incubator with the resources described in the accompanying
brochure is not without precedent.
Life Sciences' agreement with the Institute specifically permits the company to
locate its own cryogenic storage cabinet in Rm. 154 of the Institute for
extended term storage of as much as 1 kilogram of pelletized, frozen avian
myeloblastosis virus and various fermentation products. The storage cabinet will
be fitted with a recording thermometer and back-up liquid or gaseous nitrogen or
carbon dioxide system to accommodate at least 24 hours of at-set point operation
in the event of critical component failure or loss of electrical power. The
cabinet also will be equipped with audible local alarm and remote signaling for
annunciation of sustained excursions of cabinet temperature in >=5 (degree) C
in excess of the set point and higher.
The current 1 year demand by Akzo Nobel for the AMV RT component of the Nasba
enzyme mix AMV reverse transcriptase can be satisfied from 300 grams of
pelleted avian myeloblastosis virus and 80 grams of E. coli, for recovery of
cloned T7RNA polymerase and 200 grams of a second E. coli host for recovery of
cloned RNase H; Life Sciences will maintain sufficient back-up substrates to
support 6 months of AN's annual requirement at its Alachua, Florida based
storage site.
LIFE SCIENCES INC.
P.O. Box 48039, St. Petersburg, Florida 33743 - 2900 72nd Street North, St.
Petersburg, Florida 33710
Telephone (727) 345-9371 - Facsimile (727) 347-2957
email: 1si1@gte.net - www.lifesci.com
<PAGE> 17
Life Sciences Inc. Enzyme Production Contingency Plan
Page 3
While the RT enzyme activity in cryogenically stored AMV exhibits a half-life in
excess of 7 years, the Company's limited experience with pelletized E.coli
stored at such temperatures confirm a high life of associated enzyme activities
of 6 months. For this reason the inventory of pelletized E.coli will be
turned-over on a semi annual basis, while the stored AMV will be exchanged on a
2 year basis.
The Agreement also provides for the Company's use of laboratory facilities with
the characteristics outlined below for 7-10 continuous days per month, for not
fewer than 4 months.
Use of laboratory facilities which would provide 1) sufficient work
space for two technicians, 2) a source of 200 L/day of high purity
water (resistivity >= 18 meg ohm, pyrogen free), 3) twenty five (25)
linear feet of lab counter space, and 4) ready access to a walk-in cold
room for protein purification.
In addition to the use of BDI common use equipment, we will install the
following apparatus on an interim basis:
FPLC apparatus (Pharmacia AKTA or equivalent)
Fraction collector
Freezer -20(degree)C (NOT frost free)
Heated water bath
Scintillation counter
Shaker, reciprocal
Isotope [3H] work area
The Agreement further provides that Life Sciences will be able to acquire and
install critical capital items for its sole use in production of enzymes in Rm.
154 of the Institute.
The schedule of Sid Martin Institute common use equipment is appended as
Appendix 1, and the Institute's floor plan is labeled Appendix 2.
LIFE SCIENCES INC.
P.O. Box 48039, St. Petersburg, Florida 33743 - 2900 72nd Street North,
St. Petersburg, Florida 33710
Telephone (727) 345-9371 - Facsimile (727) 347-2957
email: lsi1@gte.net - www.lifesci.com
<PAGE> 18
LIFE SCIENCES, INC
Equipment to be Acquired for Contingent Production Facility
Biotechnology Development Institute
Alachua, Florida
EQUIPMENT MODEL/VENDOR
--------- ------------
chromatography columns; 5.0 x 60 cm, 2.5 x 120 cm, 2.0 x 100 cm SpectraChrom LC Column
chromotography column, 2.5 X 61 cm SpectraChrom LC Column
chromotography column, 1.5 X 10 cm SpectraChrom LC Column
chromotography column, 2.5 X 130 cm SpectraChrom LC Column
chromotography column Pharmacia XK50
chromotography column Pharmacia Index 70/500
chromotography column Pharmacia Index 70/950
chromotography column Pharmacia Index 100/500
conductivity meter Orion 180 VWR
digital balance AND EP-60KA
Cole Parmer
egg incubator Petersine S6I
egg hatchbator Petersine S6H
FPLC apparatus Pharmacia 18-1128-41
fraction collector Specta Chrom CF-1
gradient mixer Pharmacia GM-1
heat lamp
pipettor, automatic DrummondPipetAid VWR
pipertors x 3 Rainin R20, R200, R1000
poultry brooder cages with water/feed trays and heaters, 50ea MPI Poultry Brooders
poultry brooder cages with water/feed trays w/o heaters, 50ea MPI Poultry Brooders
refractometer Bausch and Lomb VWR
syringe, glass inoculating x 2 VWR BD2004
<PAGE> 19
ICBR CORE LABORATORY FACILITIES
DNA Synthesis Hybridoma Lab Molecular Biomarkers
DNA Sequencing Flow Cytometry Immunological Analyses
Protein Chemistry Histology Genetic Analysis
Protein Expression Electron Microscopy Reproductive Analysis
Glycobiology Biological Computing Education and Training
B.I.G. AND NETWORKING
Licensees automatically become members of the Biotechnology Industry Group
(BIG), an organization created to help biotechnology businesses network and
leverage opportunities for making biotechnology a voice in Florida and in the
entire southeast. Networking is an important, but often overlooked feature of
incubators that add higher value to companies!
UNIVERSITY AFFILIATION
All licensees can receive UF courtesy affiliation status, entitling them to a
UFID all-in-one card. This ID provides access to campus libraries, recreation
and entertainment facilities, parking, and other UF facilities.
For a copy of the "Guidelines for the Qualification and Selection of Licensees
for the Incubator Program at the BDI Building," please call (904) 462-0880 or
462-0876.
<PAGE> 20
THE BIOTECHNOLOGY PROGRAM
UNIVERSITY OF FLORIDA
COMPANIES AT THE BDI
AQUAGENE, INC.: AquaGene, Inc. is a biotechnology company that will produce
modified proteins and peptides using transgenic fish. The technology is being
developed to express in large quantities, high quality post translationally
modified proteins in very high yield using transgenic fish as the production
vehicle. Fish provide numerous economic and technical advantages for the
production of the many modified proteins that are already in use, or that will
be needed as biopharmaceuticals of the future. AquaGene is developing the
transgenic fish production technology, as well as unique overexpression and
analysis capabilities, and has relations established for the production of
biopharmaceuticals under cGMP conditions. Contact: John Rogers, president, (904)
418-1400, johnro@biotech.ufl.org.
CURAGEN CORP.: CuraGen Corp. is the acknowledged leader in genomics research as
well as the development of the technology used in genomics research. It has
already received three Advanced Technology Awards from the Department of
Commerce, joining the ranks of the few companies such as IBM, AT&T and 3M who
have achieved this distinction. CuraGen has a division in Alachua, in
collaboration with the University of Florida. This division focuses on the
identification and discovery of human disease genes and agriculturally relevant
plant genes, using a positional cloning approach. Contact: Dr. Steven Colman,
Operations Mgr., (904) 462-0870, scolman@biotech.ufl.org.
ERAGEN BIOSCIENCES, INC.: EraGen Biosciences, Inc. was founded by Dr. J. David
Rozzell and Professor Steven A. Benner, who has come to the University of
Florida from the Swiss Federal Institute of Technology. EraGen has exclusive
licenses to five core patents and patent applications concerned with the
structure and behavior of proteins, nucleic acids, and nucleic acid analogs.
Sulfonics is developing its technology to generate products/services in four
areas: 1) Sulfur-linked oligomeric libraries (SOL), a proprietary class of
building blocks for constructing bioavailable combinatorial libraries and
antisense compounds; 2) A software package that implements Evolution-based
Structure Prediction (ESP) for predicting the three dimensional structure of
proteins from amino-acid sequence; 3) An Expanded Genetic Information System
(AEGIS) composed of non-standard bases, which combines the molecular recognition
characteristics of the bases found in DNA and RNA with broadened chemical
functionality and molecular diversity and 4) Expanded Combinatorial Selection
(EXCSEL) for the creation of new ligands, receptors, and catalysts, using
non-standard bases through invitro evolution. Applications for commercialization
of EraGen's technology will be advanced in the areas of drug discovery and novel
diagnostic products through a business blend of proprietary research projects
and collaborative research and licensing agreements with the pharmaceutical and
biotechnology industry. Contact: Gideon Shapiro, Dir. of Research, (904)
462-2000, gshapiro@biotech.ufl.org.
EQUITECH LABORATORIES, INC.: This company was started by Dr. Daniel C. Sharp,
from the University of Florida, and concentrates on products and services
dealing with reproductive physiology and efficiency in the horse and livestock
industries. Initial research focuses on improving reproductive capacity during
the first three weeks of pregnancy, thus enhancing uterine development, and
improving embryonic growth. Dr. Sharp's technology will be of keen interest to
horse breeders and the industry, since equine embryonic losses are estimated to
be as high as 25% in the first three weeks of pregnancy. Equitech also offers
endocrine diagnostic capabilities to veterinarians throughout Florida and the
United States. In the future, Dr. Sharp hopes to develop "barnside" endocrine
diagnostic tests that can render clinical diagnostic information to the
veterinarian, livestock manager, or companion animal owner on site. Equitech
estimates that one million mares could benefit from its product. Successful
development of its products means that the benefits of Equitech's technology
could be extended to the entire livestock and companion animal markets.
Contact: Dr. Daniel Sharp, President, (904) 418-1525, equitech@biotech.ufl.org.
GEMINI HEALTH TECHNOLOGIES, INC.: Gemini Health Technologies, Inc. is
developing commercial applications based on its proprietary technologies in two
distinct areas: (1) non-invasive drug delivery technologies to improve the
administration of therapeutics to diseased tissue; and (2) drug design
technologies to create new therapeutic agents aimed at the genes and proteins
being discovered by scientists as the underlying causes of complex diseases.
The disease areas of initial focus are cancer, inflammation and chronic tissue
damage. Drug delivery is an emerging market of over $12 billion in sales and is
growing at a rate in excess of 20% per annum. The company recently signed an
agreement with Elan Corp., plc., a world leader in the drug delivery field.
Gemini is combining the two companies' technologies to improve the
administration of topical drugs for indications such as skin cancer and
psoriasis. The drug design programs are conducted in-house or in collaboration
with scientists at the University of Florida and elsewhere and often utilize
the company's expanding library of proprietary drugs including its anti-cancer
nucleobases. Contact: Dr. Arup Sen, President, Chairman & CEO, (904) 462-2249,
arupsen@aol.com.
[Interdisciplinary Center for Biotechnology Research Letterhead]
<PAGE> 21
APPENDIX 1
BDI COMMON USE EQUIPMENT
------------------------------------------------------------------------------------------------------------
Description Manufacturer Location Status Contact
------------------------------------------------------------------------------------------------------------
OVEN, MODEL 130 MECH 120V Precision 116A Common
------------------------------------------------------------------------------------------------------------
P5-200 COMPUTER Micron 106 Library Brian Almira
------------------------------------------------------------------------------------------------------------
P5-200 COMPUTER Gateway 2000 106 Library Brian Almira
------------------------------------------------------------------------------------------------------------
COPIER W/STAPLER Xerox 101 Common
------------------------------------------------------------------------------------------------------------
FAX MACHINE Toshiba 101 Common
------------------------------------------------------------------------------------------------------------
WHEEL WRITER IBM 106 Library
------------------------------------------------------------------------------------------------------------
CAMERA, NIKON N6006 W/LENS & TRIPOD Nikon 159 Common Jim Gilbreath
------------------------------------------------------------------------------------------------------------
COMPUTER, POWERMAC 8500/120 W/17" MONIT Apple 106 Library
------------------------------------------------------------------------------------------------------------
SCANNER UMAX POWERLOOK II Umax 106 Library
------------------------------------------------------------------------------------------------------------
PRINTER, LASERWRITER 60/600 PS APPLE 106 Library
------------------------------------------------------------------------------------------------------------
PRINTER, COLOR LASERJET HP 106 Library
------------------------------------------------------------------------------------------------------------
CAMERA -- VIDEO DEI-470 Optronics Engineering 154 Common Morphogenesis
------------------------------------------------------------------------------------------------------------
FREEZER, GLASS FRONT Puffer Hubbard 167 Common
------------------------------------------------------------------------------------------------------------
FREEZER -- 80 Revco 169 Common
------------------------------------------------------------------------------------------------------------
FREEZER, UPRIGHT ULTRA LOW TEMPERAT Forma Scientific 169 Common
------------------------------------------------------------------------------------------------------------
FREEZER, UPRIGHT ULTRA LOW TEMPERAT Forma Scientific 169 Common
------------------------------------------------------------------------------------------------------------
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN A-1
<PAGE> 22
BDI COMMON USE EQUIPMENT
------------------------------------------------------------------------------------------------------------------------------------
INCUBATOR COMPACT-CO2 Thermdyne 156 Common UAT
------------------------------------------------------------------------------------------------------------------------------------
MICROSCOPE FLUORESCENCE Olympus 154 Common Morphogenesis
IMT-2
------------------------------------------------------------------------------------------------------------------------------------
MONITOR (Fluor Micro) Sony 154 Common Morphogenesis
------------------------------------------------------------------------------------------------------------------------------------
REFRIGERATOR Magic Chef 167 Common
------------------------------------------------------------------------------------------------------------------------------------
AUTOCLAVE, SMALL Consolidated Stills & 139 Common
Sterilizers
------------------------------------------------------------------------------------------------------------------------------------
BALANCE TOP LOADING Ohaus 147 Common
------------------------------------------------------------------------------------------------------------------------------------
CAMERA-16MM Bolex 147 Common
------------------------------------------------------------------------------------------------------------------------------------
CENTRIFUGE, OPTIMA LE-80 Beckman 147 Common
------------------------------------------------------------------------------------------------------------------------------------
CENTRIFUGE, MICRO-FLOOR Beckman 147 Common
MODEL
------------------------------------------------------------------------------------------------------------------------------------
DIGITAL IMAGING SYSTEM Alpha Innotech- 147 Common
------------------------------------------------------------------------------------------------------------------------------------
FREEZE DRYING SYSTEM, BULK Genesis 147 Common
VIRTIS
------------------------------------------------------------------------------------------------------------------------------------
HPLC SYSTEM-TITANIUM Biorad 147 Common
------------------------------------------------------------------------------------------------------------------------------------
ICE MACHINE Welbilt Comp. 147 Common
------------------------------------------------------------------------------------------------------------------------------------
MICROSCOPE Micromaster 147 Common
------------------------------------------------------------------------------------------------------------------------------------
MICROSCOPE, B MAX BX-50 Olympus 147 Common
W/ACCESS
------------------------------------------------------------------------------------------------------------------------------------
MICROSCOPE, INVERTED Datco Inc. 147 Common
------------------------------------------------------------------------------------------------------------------------------------
PRINTER, DOT MATRIX Tandy 147 Common
------------------------------------------------------------------------------------------------------------------------------------
PUMP, MICROPEREX PERISTALTIC Bromma 147 Common
------------------------------------------------------------------------------------------------------------------------------------
SIPPER, TYPE L 204-08270-01 Shimadzu Corp. 147 Common
------------------------------------------------------------------------------------------------------------------------------------
SPECTOPHOTOMETER Hitachi 147 Common
------------------------------------------------------------------------------------------------------------------------------------
SPECTOPHOTOMETER-RECORDING Shimadzu Corp. 147 Common
------------------------------------------------------------------------------------------------------------------------------------
SPECTOPHOTOMETER-DU SERIES Beckman 147 Common
------------------------------------------------------------------------------------------------------------------------------------
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN A-2
<PAGE> 23
BDI COMMON USE EQUIPMENT
------------------------------------------------------------------------------------------------------
THERMOCYLER, UNO W/BLOCK & Biotron 147 Common
HEATED (2)
------------------------------------------------------------------------------------------------------
PH METTER, ACCUMET 910 Fisher Scientific 149 Fermenter Jim Gilbreath
------------------------------------------------------------------------------------------------------
BALANCE, ELECTRONIC PC440 Mettler- 149 Fermenter Jim Gilbreath
------------------------------------------------------------------------------------------------------
CENTRIFUGE, MODEL Z41 New Brunswick 149 Fermenter Jim Gilbreath
------------------------------------------------------------------------------------------------------
COMPUTER, P5-75 PENT CD W/15" Gateway 149 Fermenter Jim Gilbreath
MONIT
------------------------------------------------------------------------------------------------------
FERMENTOR, BIOFLO 3000 SLANT New Brunswick 149 Fermenter Jim Gilbreath
RACK
------------------------------------------------------------------------------------------------------
FERMENTOR, BIOFLO 5000 New Brunswick 149 Fermenter Jim Gilbreath
W/EXHAUST CO
------------------------------------------------------------------------------------------------------
HOMOGENIZER, HIGH PRESSURE Niro Soavi 149 Fermenter Jim Gilbreath
------------------------------------------------------------------------------------------------------
SHAKER, INNOVA 4230 New Brunswick 149 Fermenter Jim Gilbreath
W/PLATFORM
------------------------------------------------------------------------------------------------------
SHAKER, INNOVA 4330 New Brunswick 149 Fermenter Jim Gilbreath
W/PLATFORM
------------------------------------------------------------------------------------------------------
WATER CIRCULATING SYSTEM, Haskris 149 Fermenter Jim Gilbreath
REFRIGERA
------------------------------------------------------------------------------------------------------
CENTRIFUGE REFRIGERATED (rotor) Beckman 167 Common
------------------------------------------------------------------------------------------------------
CENTRIFUGE REFRIGERATED Beckman 167 Common
TABLE TOP
------------------------------------------------------------------------------------------------------
INCUBATOR-CO2 Fisher Scientific ? Common
------------------------------------------------------------------------------------------------------
OSMOMETER, VAPRO Vapro 174 Common Predation
------------------------------------------------------------------------------------------------------
REFRIGERATOR-GLASS DOOR Puffer Hubbard 155 Morphogenesis Morphogenesis
------------------------------------------------------------------------------------------------------
CALIBRATION CELL Transdyne General 149 Common
------------------------------------------------------------------------------------------------------
CENTRIFUGE-CYTOPRO, Wescor 167 Common
W/ACCESSORIES
------------------------------------------------------------------------------------------------------
MICROBETA PLUS, W/CELL Wallac 167 Common
------------------------------------------------------------------------------------------------------
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN A-3
<PAGE> 24
BDI COMMON USE EQUIPMENT
---------------------------------------------------------------------------------------
HARVESTER
---------------------------------------------------------------------------------------
MICROPLATE EIA READER Biotek Instrument 167 Common
---------------------------------------------------------------------------------------
MICROPROCESS 202C (Frac) Gilson 167 Common
---------------------------------------------------------------------------------------
MICROSCOPE, CK-2 Olympus 168 Ixion Ixion
---------------------------------------------------------------------------------------
AUTOCLAVE-TABLE TOP Pelton & Crane 169 Common
---------------------------------------------------------------------------------------
BALANCE ANAYTICAL #AE240 Mettler- 169 Common
---------------------------------------------------------------------------------------
CENTRIFUFGE-CYTO Inter. Equip. 169 Common
---------------------------------------------------------------------------------------
CENTRIFUGE International 169 Common
Equipment
---------------------------------------------------------------------------------------
CENTRIFUGE-ULTRA, OPTIMA LE- Beckman 169 Common
80
---------------------------------------------------------------------------------------
CENTRIFUGE-TABLE-TOP Inter. Equip. 169 Common
---------------------------------------------------------------------------------------
CENTRIFUGE, REFRIGERATED Beckman 169 Common
---------------------------------------------------------------------------------------
CONCENTRATOR Savant 169 Common
---------------------------------------------------------------------------------------
DARKROOM/Film Developer Consolidated 169 Common
International
---------------------------------------------------------------------------------------
EVAPORATOR ASSEMBLY, MDL Savant 169 Common
12115
---------------------------------------------------------------------------------------
INCUBATOR ISOTEMP Fisher Scientific 169 Common
---------------------------------------------------------------------------------------
INCUBATOR SHAKER/TRAY Queue Orbital 169 Common
MODEL 4730
---------------------------------------------------------------------------------------
INCUBATOR, DRY Blue M 169 Common
---------------------------------------------------------------------------------------
INCUBATOR, MDL G24 SHAKER New Brunswick 169 Common
---------------------------------------------------------------------------------------
OVEN, HYBRIDIZATION Stovall 170 Common Ixion
---------------------------------------------------------------------------------------
OVEN, MDL 130 MECH Precision 169 Common
---------------------------------------------------------------------------------------
PH MODEL 340 METER Corning Inc.-NY 169 Common
---------------------------------------------------------------------------------------
PRESSURE BLOTTER Posiblot 169 Common
---------------------------------------------------------------------------------------
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN A-4
<PAGE> 25
BDI COMMON USE EQUIPMENT
--------------------------------------------------------------------------------------------------------
PRINTER, VIDEO Sony 169 Common
--------------------------------------------------------------------------------------------------------
ROTOR W/SHIELD AND DOME International 169 Common
Equipment Comp.
--------------------------------------------------------------------------------------------------------
ROTOR, HORIZONTAL International 169 Common
Equipment Comp.
--------------------------------------------------------------------------------------------------------
SAFETY CABINET-CHEMICAL Fisher Scientific 169 Common
--------------------------------------------------------------------------------------------------------
SHAKER BATH #15- Blue M 169 Common
--------------------------------------------------------------------------------------------------------
SLAB CELL-GEL Bio Rad 169 Common
--------------------------------------------------------------------------------------------------------
VACUUM BLOTTER SYSTEM Biorad 169 Common
--------------------------------------------------------------------------------------------------------
WATER BATH NAPCO 220A Napco Scientific Co.- 169 Common
Org.
--------------------------------------------------------------------------------------------------------
ANIMAL CABINET, POSITIVE FluFrance- SPF Ixion Ixion
PRESSURE
--------------------------------------------------------------------------------------------------------
AUTOCLAVE, REIMERS RH-80, Consolidated Stills & 175 Common
LARGE Sterilizers
--------------------------------------------------------------------------------------------------------
DRYING CABINET Lancer 175 Common
--------------------------------------------------------------------------------------------------------
WASH RACK, W/LONG JETS Lancer 175 Common
--------------------------------------------------------------------------------------------------------
WASHER/DRYER, GLASSWARE Lancer 175 Common
W/ACCESSORI
--------------------------------------------------------------------------------------------------------
COMPUTER & MONITOR 4020SX Tandy 187 Growth
2MB Chambers
--------------------------------------------------------------------------------------------------------
GROWTH CHAMBER Gaffney Engineering 187 Common
--------------------------------------------------------------------------------------------------------
GROWTH CHAMBER Gaffney Engineering 187 Common
--------------------------------------------------------------------------------------------------------
PALLET JACK, 8" WHEEL DAYTON Datco Inc. 187 Common
--------------------------------------------------------------------------------------------------------
SAFETY CABINET-CHEMICAL Fisher Scientific 187 Common
--------------------------------------------------------------------------------------------------------
REFRIGERATOR, 18CUFT W/ICEM Kenmore 0116A Common
--------------------------------------------------------------------------------------------------------
CENTRIFUGE-MICRO, BENCHTOP Eppendorf 147A Common
--------------------------------------------------------------------------------------------------------
X-RAY MACHINE 174 Common Predation
--------------------------------------------------------------------------------------------------------
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN A-5
<PAGE> 26
BDI COMMON USE EQUIPMENT
---------------------------------------------------------
LCD PROJECTOR Epson 114A Common Karan Dundas
---------------------------------------------------------
30" TV w/VCR Sharp 144A Common
---------------------------------------------------------
CD RECORDER 187 Common Bryan Almira
---------------------------------------------------------
LIFE SCIENCES INC. A-6
ENZYME PRODUCTION CONTINGENCY PLAN
<PAGE> 27
APPENDIX 2
BDI SPACE ALLOCATION PLAN
[MAP]
Licensed Space
Available Space
LIFE SCIENCES INC.
ENZYME PRODUCTION CONTINGENCY PLAN
<PAGE> 28
[UNIVERSITY OF FLORIDA LETTERHEAD]
SID MARTIN BIOTECHNOLOGY DEVELOPMENT INSTITUTE 12085 Research Drive
Alachua, FL 32615-6832
(904) 462-0880
Fax (904) 462-0875
26 August, 1999
Alex Burns
Life Sciences, Inc.
2900 72nd Street North
St. Petersburg, FL 33710
Dear Alex;
The BDI is glad to be able to provide contingency support for LSI as an
associate member of the Biotechnology Development Institute. For your future
planning, you should be aware that here is no term or renewal limit connected
with this program. Yearly extension requests from LSI for participation in the
associate Membership program through the year 2002 will be granted, provided
that LSI meets all requirements set forth in the original Associate Membership
Agreement and in the Guidelines for Qualification established by the BDI on a
yearly basis.
Sincerely,
/s/ William J. Dinehart
William J. Dinehart
Incubator Manager
EQUAL OPPORTUNITY / AFFIRMATIVE ACTION INSTITUTION
<PAGE> 29
(UNIVERSITY OF FLORIDA LETTERHEAD)
-----------------------------------------------------------------------------------------------------------
Biotechnology Program PO Box 110580
Interdisciplinary Center for Biotechnology Research (ICBR) Gainesville, Florida 32611
Biotechnology Development Institute (BDI) Tel: (352) 392-8408
Fax: (352) 392-8598
March 10, 1999
Mr. Alex Burns,
Vice President
Life Sciences Inc.
2900 72nd Street North
St. Petersburg, Florida 33710
Dear Alex,
Thank you for your recent inquiry regarding Life Sciences use of the
resources at the Sid Martin Biotechnology Development Institute (BDI) as a
contingent manufacturing facility for its critical enzyme products in the
unlikely event of a catastrophic loss of your existing facilities. Since one of
the key elements of the Institute's primary mission is to foster the
development of the entrepreneurial biotechnology industry in the State of
Florida, we believe that the proposal that you have made is consistent with our
goals, and it would be appropriate for us to provide contingency support to you
in an emergency.
In your earlier correspondence, you provided a short list of equipment
that you would acquire and install in the BDI in order to complement the common
equipment that would be available to you as an Associate Member. We believe it
will be possible to find suitable floor space, and the 25 linear feet of bench
space you have indicated you will require without difficulty. As it is
impossible for us to identify the specific space that might be available in the
event of an emergency, you should be aware that some areas of our facility are
only supplied with single-phase 115/220 volts ac power. In the event that your
installations require 3 phase power or current in excess of 50 amps on a single
circuit, LSI will be required to pay for the renovations necessary to provide
access to special voltage/current/or phase combinations at a specific location.
The (3)H-isotope work area that you will require will need to be
contained in the emergency space provided to LSI by the Institute. You should
be aware that all members of your staff who participate in operations in this
facility would be required to successfully complete the University's radiation
safety program before commencing any operations in this facility. In addition,
all operations involving the use of radioisotopes that take place in the BDI
will be subject to the rules and regulations of the University of Florida's
radiation safety office, and be subject to the same controls and limitations
required of the BDI's resident incubator program licensees.
Equal Opportunity/Affirmative Action Institution
<PAGE> 30
I believe that LSI's participation in the Associate Member Program is a
suitable vehicle to accommodate our agreement to provide emergency production
space, as well as the off-site storage component of your contingency plan.
However, in the event that LSI is forced to activate its contingency production
plan, LSI will be required to pay a $20 per square foot annual charge for the
space provided to LSI during the emergency period, and prorated for the time the
space is actually utilized by LSI. The BDI will only be able to guarantee LSI
the use of such space for six months following the activation of its contingency
production plan. If LSI should need more than six months, sixty days prior to
the end of that term, LSI and the BDI's administration will review LSI's
operations at the incubator and evaluate whether an extension to the initial
term is feasible.
As you know, we have over the years explored a variety of potential
paths to bring Life Sciences into participation with the University's
biotechnology programs. Your proposal regarding contingent manufacturing is a
good first step. We are, however, very intrigued with your ongoing work on
rapid detection of environmental pathogens using NASBA and the potential impact
of this technology on a variety of bioscience related research and development
programs being carried out by affiliates of the Institute as well as by
University faculty and staff. We look forward to a more active participation of
LSI in the University's activities.
Sincerely,
/s/ Sheldon M. Schuster, Ph.D.
Sheldon M. Schuster, Ph.D.
Professor and Program Director
<PAGE> 31
(UNIVERSITY OF FLORIDA LETTERHEAD)
-------------------------------------------------------------------------------------------
SID MARTIN BIOTECHNOLOGY DEVELOPMENT INSTITUTE 12085 Research Drive
Alachua, FL 32615-6832
(904) 462-0880
Fax (904) 462-0875
BDI ASSOCIATE MEMBER AGREEMENT
between and
University of Florida Research Foundation, Inc. Life Sciences, Inc.
University of Florida 2900 72nd Street North
109 Grinter Hall St. Petersburg, FL 33710
Gainesville, Florida 32611
I. This agreement is made as of the 1st day of July, 1999, the effective
date, between representatives of the parties named above: This agreement is for
the purpose of the development of mutually beneficial biotechnology business
collaborations and is subject to the terms and conditions contained herein.
These parties have a mutual interest in the advancement of Life Sciences,
Inc.'s business and scientific goals, and the development of the biotechnology
industry in Florida, which is the basis for this agreement. In particular, the
UFRFI wishes to assist Life Sciences, Inc. (LSI), with implementation of its
contingency plan, to enable it to sustain production of enzymes in the event of
a catastrophic loss of its primary facilities.
II. In furtherance of this agreement, the UFRFI agrees to:
a) Provide limited and prioritized access to the facilities of
the BDI including common use scientific equipment specified by
LSI, meeting space, and related infrastructure under the terms
and conditions in accordance with, and outlined in, section
III and section IV of this agreement.
1. Allow a Life Sciences -85(degree)C cryogenic
storage cabinet, as described in exhibit A attached
hereto, to be located at the BDI for storage of small
quantities (less than 1000 grams) of frozen pellets
of avian myeloblastosis virus and E.coli.
2. Provide, on a space available basis, in the event
that Life Sciences needs to implement the contingency
plan, sufficient work space for two technicians, a
source of 200L/day of high purity water, and
twenty-five linear feet of lab counter space, and
ready access to a walk-in cold room for protein
purification.
3. In the event that the contingency plan referred to
above must be implemented, and before contingency
space can be occupied, LSI will be required to sign a
Equal Opportunity / Affirmative Action Institution
<PAGE> 32
separate Incubator Licensing Agreement (ILA) a true
copy of which is attached hereto as exhibit 'B',
provide liability insurance as specified in the ILA,
and pay an occupancy fee of $200 as well as a $20 per
square foot per year Licensee fee during the emergency
period.
4. The UFRFI will provide LSI the use of such space for
six months following the activation of its contingency
production plan, and the execution of the ILA. Sixty
days prior to the end of that term, LSI and the BDI
administration will review LSI's operations at the
incubator and evaluate whether an extension to the
initial term is warranted.
b) Provide limited and prioritized access to the BDI library,
computer facilities, and business assistance services as
outlined and in accordance with section IV below.
c) Provide access to the Core Facilities of the Interdisciplinary
Center for Biotechnology Research through its commercial
subsidiary, The Comprehensive Biotechnology Resource, at a
special Associate Member rate.
d) Provide limited access to BDI Internet services.
III. The LSI agrees to:
a) Pay a nonrefundable annual Associate Member Fee in the amount
of $2000.00, payable to the University of Florida Research
Foundation Inc. and due on or before the commencement date of
this agreement. Return the above fee as well as this executed
agreement to the Biotechnology Development Institute, 12085
Research Drive, Alachua, FL 32615. Checks must be made payable
to the University of Florida Research Foundation, Inc.
b) Make a good faith effort to use the BDI services and facilities
specifically and exclusively for the advancement of its
business development goals and those of the BDI members, as
outlined in the Associate Member Application.
c) Comply with all applicable UFRFI and University rules and
policies, including without limitation, the guidelines and
policies of the University Division of Environmental Health and
Safety.
d) Execute the Assumption of Risk, Waiver of Liability and Hold
Harmless Agreement attached hereto as exhibit 'C' regarding the
placement and maintenance of LSI's cryogenic storage cabinet on
UFRFI premises.
IV. The parties mutually agree that:
a) The program shall be conducted by the Biotechnology
Development Institute in accordance with the laws, rules and
regulations of the State of Florida, the Board of Regents, the
State University System and the University of Florida.
b) The effective period of this agreement commences on July 1,
1999 and will end on June 30, 2000.
c) Continued annual participation in the program is at the sole
discretion of the BDI and the Biotechnology Program
administration. This agreement may be terminated by UFRFI upon
written notice to LSI. The agreement may be renewed or extended
by written mutual agreement of the parties.
<PAGE> 33
d) Access to BDI services and facilities will be restricted to
available resources and at a lower priority, available only
after the BDI's primary commitments to its licensee companies
have been met.
e) LSI will have no permanent space assignment within the BDI.
Access to the BDI and its infrastructure and services is
limited to normal working hours.
f) No advertising, publicity or news release containing any
reference to the Biotechnology Development Institute or the
University of Florida or LSI shall be used by either party
without mutual agreement.
For UFRFI: For LSI:
/s/ Dr. Thomas Walsh 7-10-99 /s/ Alex Burns 1 July 99
---------------------------------- ------------------------------------
Dr. Thomas E. Walsh Date Alex Burns Date
President, UFRFI Vice President, Life Sciences, Inc.
<PAGE> 34
Attachment
EQUIPMENT AND SERVICES
Life Sciences's Revco -85(degree)C upright cryogenic storage cabinet model
number A850SUF-14, serial number 217H414421 to be located at the BDI
<PAGE> 35
GENERAL COVER POLICY
NO. ZG 0014220 [LOGO]
PACIFIC INSURANCE COMPANY, LIMITED
Hartford, Connecticut
ZG 0011814
--------------
Renewal of No.
SEND CORRESPONDENCE TO: PACIFIC INSURANCE COMPANY, LIMITED
C/O: FIRST STATE MANAGEMENT GROUP, INC.
150 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110-1753
RICHARD F. HULL
Surplus Lines Agent #A125683
This insurance is issued pursuant to
the Florida Surplus Lines Law
INSURED'S NAME AND ADDRESS: (NO., STREET, TOWN, COUNTY, STATE)
LIFE SCIENCE INC & LIFE SCIENCES ENVIRONMENTAL INC
Post Office Box 48039
St. Petersburg, FL 33743
"Persons insured by Surplus Lines Carriers
do not have the protection of the Florida
Insurance Guaranty Act to the extent of any
Right of Recovery for the obligation of an
Insolvent Unlicensed Insurer"
POLICY PERIOD: (MO. DAY YR.)
FROM JUNE 5, 1999 to JUNE 5, 2000
$ PREMIUM -- RATE $ See Declarations AMOUNT
------------------ ---------------- -----------------
IN CONSIDERATION OF THE STIPULATIONS HEREIN NAMED AND OF THE PREMIUM ABOVE
SPECIFIED THE COMPANY DOES INSURE THE INSURED NAMED ABOVE, HEREINAFTER CALLED
THE INSURED, WHOSE ADDRESS IS SHOWN ABOVE, FROM THE INCEPTION DATE SHOWN ABOVE,
AT 12:01 A.M. (STANDARD TIME), TO THE EXPIRATION DATE SHOWN ABOVE, AT 12:01
A.M., STANDARD TIME AT PLACE OF ISSUANCE, TO AN AMOUNT NOT EXCEEDING THE
AMOUNT(S) ABOVE SPECIFIED, ON THE FOLLOWING DESCRIBED PROPERTY:
DO NOT ASSIGN ADJUSTER Policy Fee:
IN CASE OF LOSS, REFER NOTICE IMMEDIATELY State Tax:
TO CLAIMS MANAGER Florida Service Fee:
FIRST STATE MANAGEMENT GROUP, INC. Emergency Fund:
150 FEDERAL ST., BOSTON, MA 02110-1753
C-225 (4/92) 617-526-7600
Total Policy Premium:
SUBJECT TO FORM NO(S). XP 00 55 03 96 Supplemental Declarations, IL0017(11/85),
CP0090(7/88), ATTACHED HERETO:
CP0010(6/95), CP1030(6/95), CP0030(6/95), IL0935(8/98), IL0255(3/98),
IL0175(9/93), PC-21(5/96), PS-2, PS-1(9/93), PM-3(35%), C-142, C-185(10/95),
CP1210(11/85), CP0440(6/95), XP9911(11/93), Endorsement 1
THIS POLICY IS MADE AND ACCEPTED SUBJECT TO THE FOREGOING PROVISIONS AND
STIPULATIONS AND THOSE HEREINAFTER STATED, WHICH ARE HEREBY MADE A PART OF THIS
POLICY, TOGETHER WITH SUCH OTHER PROVISIONS, STIPULATIONS AND AGREEMENTS AS MAY
BE ADDED HERETO, AS PROVIDED IN THIS POLICY.
ATLANTA, GEORGIA
/s/ Vera Edle Miller
---------------------------
COUNTERSIGNED: VEM/bjw 06/29/99 COUNTERSIGNATURE
FORM XP 00 31 05 97
<PAGE> 36
[LOGO] EVANSTON INSURANCE COMPANY Policy No. MC800569
SHAND MORAHAN PLAZA Prev. No. MC800212
EVANSTON, ILLINOIS 60201 Prod. No. HF202
DECLARATIONS - GENERAL LIABILITY INCLUDING PRODUCTS/COMPLETED OPERATIONS
(CLAIMS MADE)
Claims Made Policy: This Policy is limited to liability for only those CLAIMS
THAT ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. Please review
the policy carefully.
1. NAMED INSURED: LIFE SCIENCES, INC. & LIFE SCIENCE ENVIRONMENTAL, INC.
2. BUSINESS ADDRESS OF THE INSURED: RICHARD F. HULL
P.O. BOX 48039 Surplus Lines Agent #A125683
ST. PETERSBURG, FL 33743 This insurance in issued pursuant to
the Florida Surplus Lines Law
3. POLICY PERIOD: From June 5, 1999 to June 5, 2000
12:01 A.M. Standard Time at address of Insured stated
above.
4. LIMITS OF LIABILITY: COMBINED SINGLE LIMIT Bodily Injury and Property
Damage Liability
All claims from each occurrence; $1,000,000
Policy aggregate $1,000,000
5. DEDUCTIBLE:
Applicable to each occurrence, including claim expenses $ 2,500
6. SPECIFIED PRODUCTS, OPERATIONS AND PREMISES COVERED: Laboratory
Development of enzymes, primarily transcriptase used in Labs for DNA
Research
Manufactured by the Insured including all premises and operations of
the Named Insured which are normal or incidental thereto.
"Persons insured by
Surplus Lines Carriers
do not have the protection
of the Florida Insurance
Guaranty Act to the extent
7. RETROACTIVE DATE: June 5, 1998 of any Right of Recovery
for the obligation of an
8. RATE: Adjustable at $3.79 per $1,000 Insolvent Unlicensed
Gross Sales Insurer"
9. PREMIUM FOR POLICY PERIOD:
Annual Minimum $
Deposit $
Policy Fee $
State Tax 5% $
Service Fee .3% $
Total Policy Premium: $
10. PREMIUM FOR EXTENDED DISCOVERY PERIOD: (SEE ENDORSEMENT NO. 5)
Page -1-
<PAGE> 37
11. ENDORSEMENTS ATTACHED:
1. Year 2000 Exclusion Endorsement
2. Endorsement - Broadening Endorsement - EIC 831 12/88
3. Endorsement - Asbestos Exclusion - EIC 832 1/89
4. Claim Expenses in Addition to the Limits of Liability
5. GL/CompOps Option to purchase OEP
ALL CLAIMS TO BE REPORTED DIRECTLY TO
Shand Morahan & Company, Inc.
Shand Morahan Plaza
Evanston, Illinois 60201
(847) 868-2800
/s/
--------------------------------------
(Authorized Representative)
Policy Form: (CGL-EIC 844) 12/92
EIC 1 DEC 2/93
Date Printed: July 2, 1999
Page -2-
<PAGE> 38
================================================================================
SUPPLEMENTAL DECLARATIONS PAGE
POLICY NO. ZG 0014220
POLICY PERIOD JUNE 5, 1999 TO JUNE 5, 2000
NAMED INSURED
===================================================================
LIFE SCIENCE INC & LIFE SCIENCES ENVIRONMENTAL INC
Post Office Box 48039
St. Petersburg, FL 33743
DESCRIPTION OF PREMISES
==================================================================================================================================
PREM NO. BLDG. NO. LOCATION, CONSTRUCTION AND OCCUPANCY
1 1-2 2900 72nd Street North, St. Petersburg, FL 33743
2 1 12085 Research Drive, Alachua, FL 32615
Above are modified fire resistive construction, occupied as enzyme development lab - organic chemistry.
COVERAGES PROVIDED INSURANCE AT THE DESCRIBED PREMISES APPLIES ONLY FOR COVERAGES FOR WHICH A LIMIT OF INSURANCE IS SHOWN.
==================================================================================================================================
PREM NO. BLDG. NO. COVERAGE LIMIT OF INSURANCE COVERED CAUSES OF LOSS COINSURANCE* RATES
1 1 Building $1,200,000. Special 90% .348
Personal Property $ 150,000. 90%
1 2 Building $1,200,000. 90%
Personal Property $ 700,000. 90%
Business Income with $ 300,000. 50%
Extra Expense
2 1 Personal Property $ 100,000. 90%
*IF EXTRA EXPENSE COVERAGE LIMITS ON
PAYMENT
SUB-LIMIT: Food Spoilage - See Form #CP0440 (6/95).
OPTIONAL COVERAGES APPLICABLE ONLY WHEN ENTRIES ARE MADE IN THE SCHEDULE BELOW
==================================================================================================================================
PREM NO. BLDG. NO. AGREED VALUE REPLACEMENT COST(X)
EXPIRATION DATE AMOUNT BUILDING PERSONAL PROPERTY INCLUDING STOCK
1-2 ALL N/A N/A X X N/A
*MONTHLY LIMIT OF *MAXIMUM PERIOD *EXTENDED PERIOD
INDEMNITY (Fraction) OF INDEMNITY (X) OF INDEMNITY (DAYS)
N/A N/A N/A
MORTGAGE HOLDERS *APPLIES TO BUSINESS INCOME ONLY
==================================================================================================================================
PREM NO. BLDG. NO. MORTGAGE HOLDER NAME AND MAILING ADDRESS
N/A
DEDUCTIBLE
==================================================================================================================================
WIND, HAIL, WIND DRIVEN WATER, COLLAPSE DUE TO WIND, AND ANY OTHER WIND RELATED PERILS - 2% Values at time and place of loss
subject to $25,000, Minimum Per Occurrence.
ALL OTHER PERILS - $5,000, Per Occurrence.
FORMS APPLICABLE
==================================================================================================================================
TO ALL COVERAGES SEE FORM XP 00 31 05 97 FOR FORMS AND ENDORSEMENTS
TO SPECIFIC PREMISES COVERAGES
PREM NO. BLDG. NO. COVERAGES FORM NUMBER
<PAGE> 39
POLICY NUMBER: ZG 0014220 COMMERCIAL PROPERTY
CP 04 40 06 95
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
SPOILAGE COVERAGE
This endorsement modifies insurance provided under the following:
BUILDING AND PERSONAL PROPERTY COVERAGE FORM
CONDOMINIUM COMMERCIAL UNIT-OWNERS COVERAGE FORM
SCHEDULE*
CAUSES OF LOSS:
DESCRIPTION REFRIGERATION BREAKDOWN
PREM. BLDG. OF LIMIT OF MAINTENANCE OR POWER SELLING
NO. NO. PROPERTY INSURANCE DEDUCTIBLE AGREEMENT CONTAMINATION OUTAGE PRICE
----- ------ ----------- ---------- ---------- ------------- ------------- ------ -------
1 2 Personal **$200,000. $ 5,000. N/A N/A X N/A
Property
** Sub-Limit
The Coverage Form to which this endorsement applies is B. The following is added to Paragraph A
extended to insure against direct physical loss or PROPERTY NOT COVERED:
damage by the Covered Causes of Loss, but only with 9. Property located:
respect to coverage provided by this endorsement. (1) On buildings;
A. Paragraph A.1. COVERED PROPERTY is replaced (2) In the open; or
by the following: (3) In vehicles.
1. Covered Property
Covered Property means "perishable stock" at
the described premises owned by you or by
others that is in your care, custody or
control.
* Information required to complete this Schedule, if not shown on this
endorsement, will be shown in the Declarations.
CP 04 40 06 95 Copyright ISO Commercial Risk Services, Inc., 1994 Page 1
<PAGE> 40
Hy-Line International
P.O. Box 309
4432 Hwy 213
Mansfield, GA 30055
24 August, 1999
Jordan Brown Kang
Production Manager
Life Sciences, Inc.
2900 72nd Street North
St. Petersburg, FL. 33710
Dear Mr. Kang,
We are pleased to inform you that Hy-Line International intends to continue its
operations in the poultry breeding industry and ensuring the availability of
W-36 eggs and chickens for Life Sciences, Inc. at least to the year 2003.
/s/