OEM Supply Agreement

EXHIBIT 10.6
TECAN


OEM SUPPLY AGREEMENT


This agreement, made and entered into this January 13, 1995


between


TECAN AG
Feldbachstrasse 80
CH-8634 Hombrechtikon
SWITZERLAND


(hereinafter referred to as "TECAN")


and


ROCHE IMAGE ANALYSIS SYSTEMS
a Division of Roche Biomedical Laboratories, Inc.
231 Maple Avenue
Burlington, North Carolina 77215-5848
USA


(hereinafter referred to as "ROCHE")


Whereas, TECAN has developed a RSP (Robotic Sample Processor) which is manufactured and sold to ROCHE as CYTO-RICH(TM) PREPARATION SYSTEM, hereafter called "Product".


Whereas, ROCHE will sell the Product world-wide under its name and its Trademark with its sales force and through its distributors, but will sell product solely in combination with disposable reagents.


Whereas ROCHE will subcontract to TECAN or it's distributors on-site warranty and service of Product. 2
CONFIDENTIAL TREATMENT


Now, therefore, in consideration of the mutual covenants hereinafter expressed, the parties agree as follows:


1. DEFINITIONS


1.1 "Contract Year" shall mean a period of twelve (12) successive calendar
months during the term of this agreement or any extension thereof, the
first contract year to commence as of January 1st, 1995.


1.2 "Product" means the CYTO-RICH PREPARATION SYSTEM, as described in
Exhibit A.


1.3 "Affiliates" shall mean distributors owned by ROCHE or TECAN.


1.4 "Application" means the use of the Product, in particular the Quad-Arm
(or direct derivatives), for the preparation of cytology or histology
samples for diagnostic purposes.


2. DEVELOPMENT AND EXCLUSIVITY


2.1 TECAN shall modify the Product for ROCHE as per the specifications in
Exhibit A, to become a OEM instrument of ROCHE. The specifications
comply with the project book Ver. 1.0.


2.2 TECAN agrees not to offer directly on the basis of an OEM, PL-, or
Semi-PL-Agreement to any third party any device similar to the Product
and intended for the Application, provided that ROCHE buys from TECAN
at least the following numbers of units of the Product:


YEAR UNITS
1995 *** See Page 8
1996 ***
1997 ***
1998 ***
1999 ***


*** units over 5 years (80% achievement of the original forecast of
*** units)


*********************************************************************
*****************************************************.


2.3 TECAN will supply ROCHE with the most current Integrator software
releases and furthermore confirms that the Integrator software will be
available and supported over the life cycle of the Product.


2.4 Roche assumes all responsibility for the application software
development, documentation, installation and after sales support. 3
CONFIDENTIAL TREATMENT


3. PURCHASE OF PRODUCT, QUANTITIES AND PRICING


3.1 Subject to the terms and conditions of this agreement, ROCHE shall
purchase, and TECAN shall sell to ROCHE the Product. ROCHE shall
purchase yearly a minimum quantity of the Product hereunder in
accordance with the price schedule on Exhibit B.


3.2 For the first 12 months period ROCHE is deemed to be in the 50-99 units
price bracket. If ROCHE is over- or underachieving the target of 50-99
units, ROCHE is either reimbursed or invoiced according to the
following scheme (example):


Over achievement: Purchase of 110 units per year TECAN shall
reimburse 110 times (*********************)


Under achievement: Purchase of 30 units per year TECAN shall invoice
30 times (*********************)


The ** units purchased at the end of 1994 from TUS are included in the
purchase quantity defining the price bracket for 1995.


3.3 For each year ROCHE and TECAN agree on the minimum quantity of units to
be purchased by ROCHE in the next 12 months period. This number
determines the valid price bracket for the next 12 months period. The
new minimum quantity has to be negotiated 60 days before the expiration
date of each 12 months period.


3.4 The prices of the Product as stated in Exhibit B are valid for the
first 12 months period, starting from January 1st, 1995 and ending on
December 31, 1995.


Prices for the following 12 months period change pursuant to the
increase in production costs for TECAN. New prices have to be
negotiated 60 days before the expiration date of each 12 months period.


4. PURCHASE AND DELIVERY, PAYMENT AND SHIPMENT


4.1 In the first month of each quarter, ROCHE will order the quantities
which will be delivered during the quarter (the Shipping Schedule) and
will forecast for the following 9 months (the Production Schedule). The
Production Schedule is to be used for planning purposes only, and
summarizes the next 9 months forecast activity. The Shipping Schedule
indicates order numbers, quantities and delivery times. The Shipping
Schedule is a committed delivery for ROCHE by TECAN.


ROCHE may order Products in excess of the Shipping Schedule at any
time. TECAN will commit best efforts to meet this supply requirement.


Each purchase order of the Shipping Schedule shall contain a
description of the Products purchased, quantity purchased, routing
instructions, destination, delivery date and confirmation price. TECAN
agrees to accept telegraphic or telefaxed purchase orders. 4
ROCHE will send the respective written purchase orders within 2 weeks
after sending the telegraphic or telefaxed purchase orders. TECAN will
meet and supply all Shipping Schedule requirements in accordance with
the delivery date(s) set forth in the applicable purchase order for
each Shipping Schedule, except in those cases where ROCHE fails to
follow the procedure set forth in Section 4.1.


4.2 According to the release point of the Product the payment shall be in
USD (for United States) or in CHF (for non US) deliveries. Payment
shall be net in the respective currency within 60 days from the date of
invoice. Delays in payment will result in the usual and applicable
interest rates.


4.3 The exchange rate for deliveries is set to CHF 1.30/USD. Exchange rate
fluctuations between the CHF and USD will be checked twice annually and
the exchan ...