Exhibit 10.2
[CONFIDENTIAL TREATMENT
REQUESTED. CERTAIN PORTIONS OF
THIS AGREEMENT HAVE BEEN REDACTED
AND SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE
COMMISSION.]
A DDENDUM
TO
CCD C AMERA M ANUFACTURE AND S UPPLY A GREEMENT
This Addendum (this
“Addendum”) to CCD Camera Manufacture and Supply
Agreement is made and entered into on this 20th day of April, 2005
by and between Spectral Instruments, Inc., an Arizona corporation
with offices located at 420 N Bonita Avenue, Tucson, Arizona 85745
(the “Seller”), and Xenogen Corporation, a Delaware
corporation, with offices located at 860 Atlantic Avenue, Alameda,
California 94501 (the “Buyer”), with reference to the
recitals of facts and intentions for the purpose of confirming the
covenants hereinafter set forth.
R
ECITALS
:
A. Seller and Buyer have executed
that certain CCD Camera Manufacture and Supply Agreement dated
April, 2003 (the “Agreement”) regarding the sale and
purchase of the Products, defined in Paragraph l(a) of the
Agreement.
B. The initial eighteen (18) month
term of the Agreement expired in October, 2004. Pursuant to the
provisions of the Agreement, the term of the Agreement was
automatically extended for eighteen (18) months from the initial
expiration date.
C. Seller and Buyer have executed
this Addendum for the purpose of modifying and supplementing the
Agreement upon and in accordance with the terms and conditions
hereinafter set forth.
C
OVENANTS
:
In light of the forgoing Recitals
and in consideration of the Covenants hereinafter set forth, the
parties agree as follows:
1. Defined Terms . All
capitalized terms used in this Addendum, which are defined in the
Agreement, shall have the same meaning when used herein.
Capitalized terms not otherwise defined in this Addendum shall have
the meaning provided for such terms under the Agreement.
2. Extension Periods . The
automatic eighteen (18) month extension periods provided for under
Paragraph 7.1 of the Agreement shall be changed to twelve (12)
month extension periods.
3. Expiration Date of Initial
Automatic Extension . The expiration date of the initial
automat
