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2ND Amendment To Sales, Marketing & Distribution

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Sectors: Consumer Products (Durables)
Effective Date: January 01, 2002
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SECOND AMENDMENT TO
SALES, MARKETING AND DISTRIBUTION AGREEMENT


THIS SECOND AMENDMENT TO SALES, MARKETING AND DISTRIBUTION AGREEMENT (the "Second Amendment") is made and entered into as of January 1, 2002 (the "Effective Date"), by and between GENOMIC SOLUTIONS INC., a Delaware corporation ("GSI") and PERKINELMER LIFE SCIENCES, INC., a Delaware corporation and its Affiliates ("PKI"). "Affiliates" of PKI shall mean any person, corporation or other business entity controlled, controlled by or under common control with PKI, with "control" meaning a fifty percent (50%) or greater ownership interest.


The following facts underlie this Agreement:


Pursuant to a certain Sales, Marketing and Distribution Agreement dated
December 14, 1999 (the "Original Agreement"), as amended by a First
Amendment to Sales, Marketing and Distribution Agreement dated April
18, 2001 (the "First Amendment"), Genomic Solutions Inc. appointed
PerkinElmer, Inc. as its representative to promote, market and
distribute its products. The parties desire to further amend the
Original Agreement and the First Amendment, pursuant to the terms and
conditions of this Second Amendment.


NOW THEREFORE, for and in consideration of the mutual covenants and undertakings set forth herein, the parties hereby further amend the Original Agreement and the First Amendment as follows:


1. DEFINITIONS. All capitalized terms defined in the Original Agreement,
as amended by the First Amendment, shall have the meanings set forth in
such agreements. In addition, the Original Agreement and First
Amendment are further amended to add the following new defined term:


"INVESTIGATOR PRODUCTS" means GSI's Investigator(TM) 2D gel
hardware (consisting of gel rigs, casting rigs, power supplies
and chillers) and related consumables, including Duracryl(R).


2. GSI DISTRIBUTOR APPOINTMENTS. Exhibit A of the First Amendment is
superceded and replaced in its entirety by Exhibit A, attached hereto.
Exhibit B-1 of the First Amendment is deleted in its entirety. In
addition, Section 3(a) -- 3(d) of the Original Agreement and Sections
3(b) and 3(c) of the First Amendment are superceded and replaced in
their entirety as follows:


(a) Non-Exclusive Rights and Responsibilities of PKI. Effective as
of the date of this Agreement, PKI shall have the
non-exclusive right and responsibility to engage in sales,
marketing, distribution and field service activities:


(i) with respect to GSI Products (other than those
covered by (ii) and (iii) below), in any market or
geographical area other than Core Markets, provided,
that PKI shall have the right to distribute products
of GSI's Cartesian Technologies subsidiary outside of
Core Markets as provided in Exhibit B attached;


(ii) with respect to GeneMAP DNA Microarrays, Investigator
Products, and the HybStation currently marketed by
GSI in any market or geographical area of the world;
and


(iii) with respect to the G3Library Management System
currently marketed by GSI, in any market or
geographical area of the wo
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