Back to top

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

Distribution Agreement

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT You are currently viewing:
This Distribution Agreement involves

OraSure Technologies, Inc | SSL International plc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
Governing Law: Delaware     Date: 5/10/2007

Search Distribution Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day

EXHIBIT 10.1

Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 406 under the Securities Act of 1933. Such omissions are designated as ***.

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

This Amendment No. 1 to Distribution Agreement (this “Amendment”), dated as of January 1, 2007, is between OraSure Technologies, Inc., a corporation organized under the laws of the State of Delaware, U.S.A., with principal offices at 220 East First Street, Bethlehem, Pennsylvania 18015-1360 (“OSUR”), and SSL International plc, a limited liability company organized under the laws of England, with principal offices Venus, 1 Old Park Lane, Manchester, England M41 7HA (“Distributor”).

BACKGROUND

OSUR and Distributor previously entered into that certain Distribution Agreement, dated as of June 1, 2005 (the “Original Agreement”), pursuant to which OSUR agreed to manufacture and supply the Product for distribution by Distributor in the OTC Market in the Territory. Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Original Agreement. The parties desire to amend the Original Agreement to modify its terms for the 2007 Contract Year, as more specifically set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the other mutual promises and covenants contained in this Amendment, OSUR and Distributor, intending to be legally bound, hereby agree as follows:

1.     Product Price—2007 Contract Year .    Subject to OSUR’s reimbursement obligation pursuant to Section 5, below, the Price for all Product purchased by Distributor for shipment and delivery in the Contract Year beginning January 1, 2007 and ending December 31, 2007 (the “2007 Contract Year”), shall be *** per Unit. Except as specifically provided in this Section 1, nothing in this Amendment shall modify or otherwise affect the Price payable for Product purchased by Distributor in any other Contract Year.

2.     Purchase Quantities—2007 Contract Year .    Distributor agrees to purchase during the 2007 Contract Year at least *** Units of Product, which amount shall be the Total Territory Minimum Quantity for the 2007 Contract Year. Distributor’s obligation to meet such Total Territory Minimum Quantity for the 2007 Contract Year hereby supersedes and replaces Distributor’s obligation to purchase the Territory A Minimum Quantity for any Territory A Country, the Total Territory B Minimum Quantity and the Total Territory Minimum Quantity for the 2007 Contract Year originally set forth in the Original Agreement. To the extent Distributor purchases more than the new Total Territory Minimum Quantity for the 2007 Contract Year, as set forth above, such excess shall not be counted toward meeting the Total Territory Minimum Quantity for any subsequent or prior Contract Year. Except as provided in this Section 2 with


respect to the 2007 Contract Year, nothing in this Amendment shall modify or otherwise affect Distributor’s minimum purchase commitments under the Agreement for any other period or Contract Year.

3.    20 07 Purchase Orders .

3.1     Initial Orders .    To the extent not previously delivered, concurrently with the execution of this Amendment, Distributor shall deliver to OSUR one or more firm, binding Purchase Orders for the purchase and delivery of at least the *** Unit Total Territory Minimum Quantity for the 2007 Contract Year described in Section 2, above. The foregoing Purchase Orders may omit the specific country designation or SKU for the Units to be purchased, provided that Distributor shall exercise commercially reasonable efforts to provide that information to OSUR not less than ninety (90) days prior to the scheduled delivery date for the affected Units of Product. To the extent OSUR supplies Product after being provided with the country-specific designation or SKU less than sixty (60) days in advance of the scheduled delivery date (the “Late Designation”), OSUR shall be entitled to receive, and Distributor agrees to pay, to OSUR up to *** per Unit of Product supplied by OSUR, as reimbursement for costs incurred by OSUR as a result of the Late Designation. OSUR shall separately invoice Distributor and provide supporting documentation reasonably satisfactory to Distributor, in order to obtain reimbursement of the costs incurred as a result of a Late Designation. The Purchase Orders required under this Section 3 shall constitute firm financial commitments on the part of Distributor.

3.2     Prior Orders .    To the extent that Distributor has delivered one or more Purchase Orders during 2007 prior to the execution of this Amendment and such Purchase Orders do not reflect the Product Price and other terms of this Amendment, the parties agree that such Purchase Orders shall be deemed to be modified to the extent necessary to be consistent with the terms hereof.

4.     2007 Advertising Expenditures .    Subject to Section 5, below, Distributor agrees that it will incur and pay for *** of Advertising and Promotional Expenditures (as defined below) for the advertising and promotion of the Products in the OTC Market in the Territory during the 2007 Contract Year. For purposes hereof, the term “Advertising and Promotional Expenditures” shall mean the external costs actually incurred by Distributor only for television, radio and print media advertising, public relations and promotion (including trade promotion) for the Product in the OTC Market in the Territory. Distributor shall make available to OSUR as requested written evidence documenting Distributor’s compliance with this Section 4.

5.     OSUR Reimbursement—2007 Contract Year .

5.1     Reimbursement of Eligible Expenditures . OSUR shall reimburse Distributor for Advertising and Promotional Expenditures actually incurred by Distributor during the 2007 Contract Year (“Eligible Expenditures”) in accordance with this Section 5.1. OSUR shall reimburse Distributor for Eligible Expenditures at the rate of *** per Unit of Product purchased by and shipped to Distributor during the 2007 Contract Year up to a maximum of *** of Eligible

 

-2-


Expenses. To the extent Distributor purchases more than *** Units of Product during the 2007 Contract Year, OSUR shall provide Distributor with additional reimbursement of Eligible Expenditures in excess of *** at the rate of *** per Unit of Product for each Unit actually sold by Distributor and shipped to its OTC Market customers in excess of *** Units during the 2007 Contract Year. For example, if during the 2007 Contract Year Distributor purchases *** Units from OSUR and sells and ships *** Units to its OTC Market customers, Distributor would receive up to *** in reimbursed Eligible Expenditures actually incurred during the 2007 Contract Year (i.e. ***). If during the 2007 Contract Year Distributor purchases *** Units from OSUR and sells and ships *** Units to its OTC Market customers, Distributor would receive up to *** in reimbursed Eligible Expenditures actually incurred during the 2007 Contract Year (i.e. ***). Distributor shall be entitled to receive reimbursement for incurred Eligible Expenditures at the applicable per Unit rate only for the actual number of Units of Product purchased or sold by Distributor during the 2007 Contract Year as provided above.

5.2     Reimbursement Procedures .    In order to receive reimbursement for Eligible Expenditures hereunder, Distributor shall provide to OSUR on a monthly basis a summary spreadsheet detailing Eligible Expenditures/Advertising and Promotional Expenditures incurred during the immediately preceding month during the 2007 Contract Year as well as copies of invoices or other written evidence reasonably satisfactory to OSUR documenting the incurrence of such Eligible Expenditures for each month during the 2007 Contract Year and for which Distributor is seeking reimbursement hereunder. Upon receipt of each such monthly spreadsheet and invoices or other documentation from Distributor of Eligible Expenditures, OSUR shall as soon as practicable, but no later than thirty (30) days after invoice receipt, reimburse Distributor for such Eligible Expenditures in an amount calcu


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more