Collaboration Agreement - Bruker-Franzen Anajytik GmbH and Sequenom Instruments GmbH
Collaboration Agreement
by and between
Bruker-Franzen Anajytik GmbH
Fahrenheitstr. 4
28359 Bremen hereinafter referred to as `Bruker'
and
Sequenom Instruments GmbH
Mendelssohnstr. 15 D
22761 Hamburg hereinafter referred to as `Sequenom'
November 24, 1997
Preamble
(1) Bruker-Franzen Analytik develops and manufactures mass spectrometers and
supplies such instruments on a worldwide scale.
Bruker-Franzen Analytik has exclusive intellectual property rights and
know-how, covering
. MALDI-TOF mass spectrometer technology
. Pulsed Ion Extraction
. Multi-Target Acquisition
. Postprocessing XMASS(TM) software.
Bruker-Franzen Analytik maintains an organisation appropriate for the
manufacture, marketing and customer service with regard to such mass
spectrometers.
(2) Sequenom has exclusive intellectual property rights and know-how, covering
Sequenom's DNA MassArray(TM) technology basis and comprising
. Sample preparation and sample conditioning of nucleic acids, optimized
for MS separation and detection
. DNA analysis application formats specifically designed for MS analysis
(BiomassSIZE(TM), BiomassSCAN(TM), BiomassPROBE(TM) BiomassSEQUENCE
(TM), BiomassINDEX(TM))
. Parallel processing features, applying DNA chips (SpectroChip(TM)) and
multiplexing
. Separation and detection of nucleic acids by MS, incl. analytical and
diagnostic applications.
(3) The parties intend to establish a broad relationship focusing on ***
subject to the experience within this Collaboration.
*** - Portions of this page have been omitted pursuant to Confidential Treatment
request and filed separately, with the Commission.
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Collaboration
(1) Bruker-Franzen and Sequenom intend to collaborate in the manufacture and
marketing of and in the provision of customer service for *** designed to
process Sequenom's SpectroChips(TM) (the "Mass Spectrometer") under a joint
Bruker-Franzen -- Sequenom logo.
The Mass Spectrometer will be made available as stand-alone instrument and
will be integrated by Sequenom in collaboration with highly qualified
instrument manufacturers in the area of microliter and nanoliter liquid
handling, mass spectrometry and system integration in modular analytical
lines (the "Modular System"), comprising automatic liquid handling modules,
DNA amplification and sequencing modules, sample-to-chip transfer modules
and controlling and data management units. The Modular System will be
designed to run applications of Sequenom's DNA MassArray(TM) technology
(2) Bruker-Franzen will design and manufacture the Mass Spectrometer, meeting
the specifications required for use in the DNA MassArray(TM) process and
dedicated and appropriate to process Sequenom's Spectrochips(TM) ,
including the XY-stage component and signal acquisition software. The
parties will mutually agree on specifications for the Mass Spectrometer and
the SpectroChip. Bruker will make available to Sequenom the complete
details of the interface, including software protocols and time behavior,
enabling Sequenom to develop the specific application DNA MassArray(TM)
software.
(3) The Mass Spectrometer will be available by June 30, 1998.
(4) Bruker-Franzen and Sequenom will promote the Mass Spectrometer under a
joint label. The procedure will be defined on a case-by-case basis.
(5) Bruker-Franzen will market and provide service for the Mass Spectrometer on
a world-wide scale and under the name of Bruker-Franzen and Sequenom.
(6) Sequenom will provide nucleic acid analysis services to customers and to
corporate partners using DNA MassArray(TM)
Sequenom will provide DNA MassArray(TM) application development, including
necessary software, to Mass Spectrometry users.
Sequenom will develop, manufacture and market SepctroChips(TM) for whatever
applications.
*** - Portions of this page have been omitted pursuant to Confidential Treatment
request and filed separately, with the Commission.
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Business Terms
(1) Bruker-Franzen will supply the Mass Spectrometer to the market at a
competitive market price (the "Market Price").
(2) Sequenom maintains the option to purchase from Bruker-Franzen the Mass
Spectrometer *** (the "Supply Price"). The Supply Price will be calculated
by ***, referring to the basic instrument, in the respective country of
instrument delivery.
(3) Bruker-Franzen Analytik will provide one Mass Spectrometer to Sequenom,
Hamburg as ? test site by June 30, 1998 ***. Initially, a
prototype instrument equipped for handling of a single SpectroChip (TM)
will be supplied by March 30, 1998. The Modular System in Hamburg will be
used as demonstration and test site by both parties.
A second Mass Spectrometer will be supplied to Sequenom, San Diego, the
price being the Supply Price, by June 30, 1998.
(4) The Mass Spectrometer will be *** for the exclusive processing of
Sequenom's SpectroChip(TM).
Timelines
(1) The Collaboration Agreement will come into force with the date of
signature.
(2) The Collaboration agreement may be terminated by either party at 12 months
notice; such first notice of termination may, however, not be given earlier
than 30 Dec. 1999.
Date: December 4, 1997 Date: December 4, 1997
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Bruker-Franzen Sequenom
/s/ Dr. Frazen /s/ Dr. H. Koster
(Dr. H. Koster)
/s/ ppa H.J. [illegible]
*** - Portions of this page have been omitted pursuant to Confidential Treatment
request and filed separately, with the Commission.
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