EXHIBIT 10(z) ENZO DIAGNOSTICS, INC. - AMERSHAM INTERNATIONAL PLC DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT, effective upon acceptance by both parties below by and between ENZO DIAGNOSTICS, INC. ("ENZO"), a New York corporation having its principal place of business at 60 Executive Boulevard, Farmingdale, New York 11735, U.S.A., and AMERSHAM INTERNATIONAL public limited company ("AMERSHAM") a company incorporated in England and Wales, having its principal place of business at Amersham Place, Little Chalfont, Buckinghamshire HP7 9NA, England. WHEREAS, ENZO owns rights to certain PATENTS listed in EXHIBIT A ("PATENTS"); WHEREAS ENZO manufactures and/or sells certain PRODUCTS ("PRODUCT(S)") covered by claims of PATENTS; WHEREAS AMERSHAM wishes to market and distribute some of said PRODUCTS as listed in EXHIBIT B; NOW, THEREFORE, in consideration of the good and valuable mutual agreements hereinafter set forth, the parties hereto agree as follows: DEFINITIONS: AMERSHAM Affiliate means an entity controlled by or under common control with AMERSHAM, including United States Biochemical Corporation (USB), as listed in EXHIBIT C. For purposes of this AGREEMENT, control shall mean the ownership of a majority of the voting equity interest. AMERSHAM Distributor means a local company, outside the countries listed in EXHIBIT C, in which AMERSHAM does not sell directly or through an AMERSHAM Affiliate. AMERSHAM Distributors do not have rights to sell in the countries listed in EXHIBIT C. AMERSHAM means AMERSHAM International, including USB, AMERSHAM Affiliates and AMERSHAM Distributors. PRODUCT means an individual reagent or combination of reagents (kit) that are, individually or combined, covered by ENZO PATENTS (EXHIBIT A) as listed in EXHIBIT B. COMPONENT, listed in EXHIBIT D, means a reagent that is a necessary part of the PRODUCT. COMPONENT 1 means a COMPONENT, as listed in EXHIBIT E, that is covered by ENZO PATENT(S) and by AMERSHAM patent(s) either assigned or licensed to AMERSHAM and not sublicensed to a third party for Life Science research use (not an AMERSHAM Affiliate or AMERSHAM Distributor as defined above and as listed in EXHIBIT C). 1. Distributor Appointment 1.1 ENZO hereby appoints AMERSHAM to act as its nonexclusive distributor worldwide for the distribution and sale of PRODUCTS through AMERSHAM Affiliates listed in EXHIBIT C, and AMERSHAM Distributors and AMERSHAM agrees to act as such distributor under the terms and conditions set forth herein. 1.2 AMERSHAM agrees: a. not to purchase any PRODUCTS from other suppliers; b. not to manufacture PRODUCTS, except as otherwise stated in this AGREEMENT; c. to rely on ENZO as its sole source of PRODUCTS; d. not to use any PRODUCT to manufacture new products or other PRODUCTS, except when designated by ENZO to manufacture such PRODUCTS for ENZO as provided in Paragraph 3.3 below; e. that all PRODUCTS sold by AMERSHAM are for research use only and are not intended for or to be used for diagnostic or therapeutic purposes; and f. that except for DISTRIBUTION under the terms and conditions as set forth in this AGREEMENT, purchase does not include any right or license to exploit these PRODUCTS commercially, including any right to sell these PRODUCTS to other distributors who are not AMERSHAM Affiliates or AMERSHAM Distributors (EXHIBIT C) and - 2 - that any commercial use or development of these PRODUCTS without the express written authorization of ENZO is strictly prohibited. 2. Relationship between ENZO and AMERSHAM 2.1 Nothing herein creates or constitutes a partnership or an agreement of agency between the parties with respect to any activities whatsoever. The relationship between ENZO and AMERSHAM shall be that of seller and buyer, and neither party shall conclude any contract or agreement or make any commitment, representation or warranty which binds the other party or otherwise acts in the name of or on behalf of the other party. 2.2 This AGREEMENT may not be assigned or otherwise transferred by AMERSHAM without the prior written consent of ENZO. Any attempted assignment or transfer without such consent shall be void. 2.3 AMERSHAM agrees that it has manufactured and sold in the past a range of COMPONENTS, COMPONENTS 1 and PRODUCTS and maintains in its current inventory the aforementioned COMPONENTS, COMPONENTS 1 and PRODUCTS all as set forth in EXHIBIT F. AMERSHAM agrees that it will transfer to ENZO the value of its current inventory of such COMPONENTS, COMPONENTS 1 AND PRODUCTS to ENZO upon signing this AGREEMENT. ENZO agrees that this transfer will be applied as full consideration for satisfaction of damages incurred by ENZO arising from the past manufacture, use and sale of said COMPONENTS, COMPONENTS 1 and PRODUCTS by AMERSHAM, AMERSHAM Affiliates and AMERSHAM Distributors. 2.4 ENZO and AMERSHAM agree that the distribution relationship between them does not constitute, nor does it imply a license of any of ENZO's technology or patents, nor does it abrogate any of ENZO's rights under its patents. ENZO maintains full rights under its PATENTS. The foregoing statements are paramount to this AGREEMENT. 3. PRODUCTS, Price and Payment 3.1 PRODUCTS covered by this Agreement are listed in EXHIBIT B attached hereto. The price to AMERSHAM for each product shall be as listed in - 3 - EXHIBIT B. Prices are based upon the purchase by AMERSHAM of at least * kits per calendar year as follows. If this volume purchased by AMERSHAM falls below * kits, the discount to AMERSHAM will be lowered to *% of the selling price; if the volume purchased by AMERSHAM falls below * kits, the discount to AMERSHAM will be lowered to *% of the selling price. Prices to AMERSHAM may be adjusted no more than once during a calendar year. ENZO has the right to negotiate to adjust prices to AMERSHAM after providing AMERSHAM with forty-five (45) days written notice. Any price adjustment will affect future purchases, but will not affect those already under existing firm purchase order commitment. AMERSHAM shall be free to set all resale prices to its customers. 3.2 ENZO or AMERSHAM may propose in writing to add, to modify or to delete a PRODUCT or PRODUCTS in EXHIBIT B. Both ENZO and AMERSHAM must agree to such additions to, deletions from or modifications of PRODUCTS in EXHIBIT B before such additions, deletions or modifications are incorporated therein. 3.3 Upon signing of this AGREEMENT, ENZO designates AMERSHAM to manufacture certain COMPONENTS or PRODUCTS (EXHIBIT E) for ENZO for the duration of the AGREEMENT. AMERSHAM is designated as an exclusive supplier to ENZO of these COMPONENTS or PRODUCT and ENZO will not sell such COMPONENTS or PRODUCTS to parties other than AMERSHAM. 3.4 ENZO, may, at its discretion, and for a specified period of time, designate AMERSHAM as an interim manufacturer to manufacture certain COMPONENTS or certain PRODUCTS, including the corresponding packaging, other than those specified by Paragraph 3.3 for ENZO. These COMPONENTS and PRODUCTS and prices to ENZO are listed in EXHIBIT D. Upon six (6) months written notice to AMERSHAM, ENZO may either manufacture COMPONENT(s) or PRODUCT(s) or may designate an alternate manufacturer. 3.5 Whenever prices for PRODUCTS are adjusted, prices of COMPONENTS may be adjusted upon mutual agreement of the parties; the ratio of COMPONENT price to PRODUCT price will not increase. 4. Terms of Payment and Audit 4.1 Net, thirty (30) days from the end of the month in which the PRODUCTS are delivered to AMERSHAM. - ---------- * The information omitted is confidential and has been filed separately with the Commission pursuant to Rule 24b-2. - 4 - 4.2 Net, thirty (30) days from the end of the month in which the COMPONENTs are delivered to ENZO. 4.3 AMERSHAM agrees to permit its books and records to be examined by ENZO on reasonable prior notice, as necessary, but not more often than once per year to verify receipts. Such examination is to be made by ENZO, at ENZO's expense, except in the event that the results of the audit reveal a discrepancy benefiting ENZO by five percent (5%) then the audit fees shall be paid by AMERSHAM. 5. PRODUCT Shipments 5.1 ALL PRODUCTS shipped by ENZO to AMERSHAM will be shipped F.O.B. Farmingdale, NY. ENZO shall ensure PRODUCTS are suitably, safely and securely packaged and labeled before dispatch. 5.2 ALL COMPONENTS shipped by AMERSHAM to ENZO will be shipped F.O.B. Cardiff Laboratories, Wales. AMERSHAM shall ensure COMPONENTS are suitably, safely and securely packaged and labeled before dispatch. 6. Forecasts and Purchase Orders 6.1 AMERSHAM shall issue a forecast schedule during the mid-month of each calendar quarter covering its estimated requirements for PRODUCTS for the succeeding two (2) calendar quarters. Such forecast shall be considered for planning purposes only and do not represent a purchase commitment. 6.2 A purchase order will be issued by AMERSHAM at least sixty (60) days in advance of the requested delivery date of PRODUCT. This purchase order will indicate specific delivery and/or shipping requirements. Purchase orders will be delivered to ENZO by Federal Express or similar carrier so that the receipt can be confirmed. ENZO shall meet such requirements unless it advises AMERSHAM within fifteen (15) business days of the date of the receipt of such purchase order that it is unable to supply PRODUCT as ordered by AMERSHAM whereupon the parties agree to discuss a revised schedule for delivery of PRODUCT to AMERSHAM. After ENZO and AMERSHAM have agreed to the provisions of a revised schedule, ENZO will make its best efforts to fulfill the provisions of the revised schedule, but if unable to do so - 5 - or if agreement on a revised schedule cannot be reached, ENZO by good faith effort will designate AMERSHAM as an interim or temporary manufacturer for such PRODUCT for ENZO until such time as ENZO gives AMERSHAM written notice that ENZO is ready to recommence supply. 6.3 ENZO shall place orders for COMPONENTS within fourteen (14) days following receipt of AMERSHAM's purchase order for PRODUCTS. COMPONENTS shall comply with the written specification therefor supplied by AMERSHAM with COMPONENTS. ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. 6.4 Each purchase order shall be governed by the relevant provisions of this AGREEMENT (unless otherwise expressly provided in the individual purchase order and confirmed in writing by ENZO) and no term or condition which may appear in the printed matter in AMERSHAM's order form or any form from ENZO shall be binding on either party or apply to any transaction under this AGREEMENT. 7. PRODUCT Deliveries and Specifications 7.1 Within about forty five (45) days after the effective date of this AGREEMENT, ENZO and AMERSHAM shall agree on PRODUCT specifications and package inserts for the PRODUCTS which shall otherwise be in the form set out in EXHIBIT B. Quality Control (QC) specifications for the PRODUCTS in EXHIBIT B, to be agreed upon by ENZO and AMERSHAM, are also listed in EXHIBIT B. 7.2 When an order is placed by AMERSHAM, ENZO shall ship the PRODUCT in accordance with section 5 above. Failure by AMERSHAM to notify ENZO of rejection of the PRODUCT within thirty (30) days of receipt of PRODUCT will constitute acceptance. ENZO shall supply, at the time of shipment of the PRODUCT to AMERSHAM, a statement that the PRODUCT conforms to the PRODUCT specifications. If after receipt of the PRODUCT, AMERSHAM determines that it does not conform to the PRODUCT specifications provided by ENZO, and that the failure to conform to the PRODUCT specifications was not the result of shipping and handling or quality of COMPONENTS delivered by AMERSHAM, AMERSHAM will provide ENZO with - 6 - documentation of this failure to conform to the PRODUCT specifications. If ENZO accepts the documentation provided by AMERSHAM, ENZO will replace the order. If ENZO does not accept the documentation provided by AMERSHAM, then the differences in the determination of the manufacturing specifications will be settled by representatives of the technical staffs of ENZO and AMERSHAM. 7.3 If AMERSHAM receives a notice from a third party asserting that any of the PRODUCTS infringe on an issued patent in the country in which they are sold, then AMERSHAM shall immediately give notice to ENZO. Upon notice to ENZO or AMERSHAM from a third party asserting that any of the PRODUCTS of this AGREEMENT infringe on an issued patent in the country in which such PRODUCTS are sold, ENZO has the right to exclude such PRODUCTS from this AGREEMENT for that country and can further instruct AMERSHAM to cease all such distribution of such PRODUCT in that country. Further distribution of PRODUCTS after such instruction from ENZO to AMERSHAM will be at the sole risk of AMERSHAM and AMERSHAM shall indemnify and hold harmless ENZO from all infringement liability and damages with respect to such PRODUCTS, including legal costs, compensatory and punitive damages, and attorneys fees. 7.3.1 ENZO will use its best efforts to obtain a license under commercially reasonable terms from any such third party asserting patents as described in Paragraph 7.3. In this event ENZO has the right to adjust prices to AMERSHAM to reflect the licensing cost and ENZO and AMERSHAM will negotiate in good faith to arrive at the amended price. 7.3.2 In the absence of instructions from ENZO to cease sales, ENZO will indemnify AMERSHAM against claims or proceedings for infringements. 7.3.3 Notwithstanding any third party infringement claims, all provisions of this AGREEMENT, including Section 7, shall not be affected but shall remain in full force and effect. 8. Sales Promotions 8.1 AMERSHAM shall use its best efforts in sales promotions and advertisement of the PRODUCTS such as direct mailings, direct customer contact, catalog listings and trade meeting promotions. ENZO will provide AMERSHAM with one copy of the literature, technical data, specifications and the like describing the PRODUCTS as they are currently produced for the assistance of AMERSHAM in the preparation of advertising, catalog and other sales and promotional material. AMERSHAM will list PRODUCTS in its next available - 7 - or published product catalog(s) in which the PRODUCTS can be listed and continued such listing after the effective date of this AGREEMENT. AMERSHAM will modify the listings of PRODUCTS in its product catalog(s) as soon as reasonably possible after any corresponding modification of the list of such PRODUCTS in EXHIBIT B. 9. PRODUCT Warranty 9.1 ENZO warrants that the PRODUCTS sold by ENZO to AMERSHAM shall meet the specifications accompanying the PRODUCT delivery. ENZO's sole obligation is to replace the PRODUCTS or give credit therefor to the extent of the purchase price. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES OR LIABILITIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9.2 ENZO further warrants that all relevant quality control tests and quality assurance procedures will be performed for each batch of PRODUCTS so that each batch of PRODUCT conforms with the Product Specifications as listed in EXHIBIT B, that the PRODUCTS will be contained, packaged and labeled as specified by the Product Specifications for such PRODUCTS and that the PRODUCTS will comply with product safety regulations as indicated in EXHIBIT G. 10. Storage and Stock Rotation 10.1 ENZO agrees to share with AMERSHAM all necessary storage and stock rotation practices which apply to the PRODUCTS. 10.2 AMERSHAM further agrees to take diligent care not to ship PRODUCTS to its customers which have expired, been damaged in storage or handling, or improperly stored. AMERSHAM will be responsible for damages arising from its shipment of expired, damaged, or improperly stored PRODUCTS. - 8 - 11. PRODUCT Labels 11.1 AMERSHAM agrees to ship all PRODUCTS with a joint PRODUCT label which prominently includes the name ENZO DIAGNOSTICS, INC. and AMERSHAM INTERNATIONAL plc with their respective company logos where appropriate. AMERSHAM further agrees to ship all PRODUCTS intact with ENZO's package inserts and any notice(s) appearing thereon. 12. Force Majeure 12. No liability shall result to either party from delay in performance or from nonperformance under this AGREEMENT caused by circumstances beyond the control of the party who has delayed performance or not performed. The nonperforming party shall be diligent in attempting to remove any such cause and shall promptly notify the other party of its extent and probable duration. 13. Duration and Termination 13.1 This AGREEMENT shall become effective as of the date hereinabove written and shall continue for a period of three (3). Unless terminated, it will continue thereafter for successive renewal terms of one (1) year each. Notwithstanding such period or any renewal, either party may terminate this AGREEMENT without cause at any time by giving the other party notice in writing at least six (6) months in advance of the effective termination date stated in such notice. 13.2 Upon termination of this AGREEMENT all rights, including distribution rights to AMERSHAM and AMERSHAM Affiliates and AMERSHAM Distributors (EXHIBIT C) will be deemed canceled and returned to ENZO. 14. Confidentiality 14.1 Each party undertakes to keep secret and not disclose any information of a confidential nature received from the other relating to the subject of this AGREEMENT or the business affairs of the other both during and after this - 9 - AGREEMENT. This undertaking will not apply to any such information which is or falls into the public domain through no fault of the recipient or is lawfully received from a third party or independently developed by the recipient's staff without reverence to the discloser's information. 14.2 Neither party shall make any public announcement in relation to this AGREEMENT without the prior written approval of the other or as otherwise required by law. 15. Indemnification 15.1 Except to the extent the other is negligent or commits an act of wilful misconduct or in default of the terms hereof, each party shall hold the other party harmless from responsibility or liability for damages related to the PRODUCTS or COMPONENTS of this AGREEMENT arising from the fault of such party, its affiliated companies, or its agents or employees. 16. Notices 16.1 All notices to be given with respect to this AGREEMENT shall be in writing and shall be deemed effectively given: a. when delivered personally; b. seven calendar days after being deposited in the mail, registered or certified mail, return receipt requested; c. when telecopied or faxed, receipt acknowledged; or d. when telexed, confirmed; addressed as set forth below, or to such other address that either party designates by written notice to the other party; ENZO: Enzo Diagnostics, Inc. 575 Fifth Avenue, 18th Floor New York, New York 10017 Attn: Dr. Barbara E. Thalenfeld Vice President, Scientific Affairs Fax No.: (212) 856-0878 - 10 - AMERSHAM: AMERSHAM INTERNATIONAL PLC Amersham Place Little Chalfont Buckinghamshire HP7 9NA England Att: Company Secretary Fax No.: (494) 542266 17. Governing Law 17.1 This Agreement is made under and shall be governed by the laws of the State of New York. 18. Waiver 18.1 Waiver by ENZO or AMERSHAM of any provision of this AGREEMENT shall not be deemed a waiver of future compliance therewith and such provision as well as all other provisions hereunder shall remain in full force and effect. 19. Compliance with Laws 19.1 Each party will comply with all United States laws, ordinances and regulations properly applicable to the manufacture, sale and distribution of the PRODUCTS described herein. 20. Headings and Numbers 20.1 All Headings and Numbers of the clauses of this AGREEMENT are inserted for convenience only and shall not affect any construction or interpretation of this AGREEMENT. 21. Severability 21.1 IN THE EVENT that any clause of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other clause of this AGREEMENT either void or unenforceable, and all other clauses shall remain in full force and effect unless the clause(s) which is/are invalid or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party. - 11 - 22. Entirety 22.1 THIS AGREEMENT together with the EXHIBITS attached hereto embodies the entire understanding between AMERSHAM and ENZO, and there are no contracts or prior drafts of the Agreement, understandings, conditions, warranties or representations, oral or written, express or implied, with reference to the subject matter hereof which are not merged herein. Except as otherwise specifically stated, no modification here to shall be of any force or effect unless (1) reduced to writing and signed by both parties hereto, and (2) expressly referred to as being modifications of this AGREEMENT. IN WITNESS, WHEREOF, the parties have caused this AGREEMENT to be executed by their duly authorized representatives. ENZO DIAGNOSTICS, INC. AMERSHAM INTERNATIONAL PLC By: By: ------------------------------ ---------------------------------- Elazar Rabbani ((name)) Title: President Title: Commercial Director --------------------------- --------------------------- Date: Feb 16 1995 Date: 21. 2. 95 --------------------------- --------------------------- * * * * * * * - 12 - EXHIBIT A Enzo Diagnostics, Inc. Issued Patents U.S. Patents ================================================================================ Grant of Patent Patent Number Title/Inventor Issue Date - -------------------------------------------------------------------------------- 4,687,732 Visualization Polymers and Their Aug. 18, 1987 Application to Diagnostic Medicine David C. Ward et al. - -------------------------------------------------------------------------------- 4,707,352 Method of Radioactively Labeling Nov. 17, 1987 Diagnostic and Therapeutic Agents Containing a Chelating Group Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,707,440 Nucleic Acid Hybridization Assay and Nov. 17, 1987 Detectable Molecules Useful in Such Assay Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,711,955 Modified Nucleotides and Methods of Dec. 8, 1987 Preparing and Using Same David C. Ward et al. - -------------------------------------------------------------------------------- 4,746,604 Specific Binding Assays Utilizing A Viable May 24, 1988 Cell as a Label Solomon Mowshowitz - -------------------------------------------------------------------------------- 4,755,458 Composition and Method for the Detection Jul. 5, 1988 of the Presence of a Polynucleotide Sequence of Interest Elazar Rabbani et al. - -------------------------------------------------------------------------------- 4,767,609 Therapeutic and Diagnostic Processes Aug. 30, 1988 Using Isotope Transfer to Chelator-Target Recognition Molecule Conjugate Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,772,548 Radioisotopicassay Using Isotope Transfer Sep. 20, 1988 to Chelator-Target Recognition Molecule Conjugate Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,843,122 Detectable Molecules, Method of June 27, 1989 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,849,208 Detectable Molecules, Method of Jul. 18, 1989 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- - 1 - ================================================================================ Grant of Patent Patent Number Title/Inventor Issue Date - -------------------------------------------------------------------------------- 4,849,505 Detectable Molecules, Method of Jul. 18, 1989 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,868,103 Analyte Detection by Means of Energy Sep. 19, 1989 Transfer Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,889,798 Heterologous System for the Detection of Dec. 26, 1989 Chemically Labeled DNA and other Biological Materials Providing a Receptor or Target Moiety Thereon Elazar Rabbani - -------------------------------------------------------------------------------- 4,894,325 Hybridization Method for the Detection of Jan. 16, 1990 Genetic Material Dean Engelhardt et al. - -------------------------------------------------------------------------------- 4,900,659 Nucleotide Sequence Composition and Feb. 13, 1990 Method for Detection for Neissera Gonorrhoeae and Method for Screening for a Nucleotide Sequence that is Specific for a Genetically Distinct Group Andrew Lo et al. - -------------------------------------------------------------------------------- 4,943,523 Detectable Molecules, Method of Jul. 24, 1990 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,952,685 Detectable Molecules, Method of Aug. 28, 1990 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 4,987,065 In Vivo Labelling of Polynucleotide Jan. 22, 1991 Sequences Jannis G. Stavrianopoulos et al. - -------------------------------------------------------------------------------- 4,994,373 Method and Structures Employing Feb. 19, 1991 Chemically-Labelled Polynucleotide Probes Jannis G. Stavrianopoulos et al. - -------------------------------------------------------------------------------- 5,002,885 Detectable Molecules, Method of Mar. 26, 1991 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 5,013,831 Detectable Molecules, Method of May 7, 1991 Preparation and Use Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 5,024,933 Method and Kit for Sample Adherence to June 18, 1991 Test Substrate Huey-Lang Yang et al. - -------------------------------------------------------------------------------- 5,061,076 Time-Resolved Fluorometer Oct. 29, 1991 Ian Hurley - -------------------------------------------------------------------------------- - 2 - ================================================================================ Grant of Patent Patent Number Title/Inventor Issue Date - -------------------------------------------------------------------------------- 5,082,830 End Labeled Nucleotide Probe Jan. 21, 1992 Christine L. Brakel et al. - -------------------------------------------------------------------------------- 5,175,269 Compound and Detectable Molecules Dec. 29, 1992 Having An Oligo- or Polynucleotide with Modifiable Reactive Group Jannis G. Stavrianopoulos - -------------------------------------------------------------------------------- 5,241,060 Base Moiety-Labeled Detectable Nucleotide Aug. 31, 1993 Dean Engelhardt et al. - -------------------------------------------------------------------------------- 5,260,433 Saccharide Specific Binding System Nov. 9, 1993 Labeled Nucleotides Dean Engelhardt et al. - -------------------------------------------------------------------------------- 5,288,609 Capture Sandwich Hybridization Method Feb. 22, 1994 and Composition Dean Engelhardt et al. - -------------------------------------------------------------------------------- 5,328,824 Methods of Using Labeled Nucleotides Jul. 12, 1994 David C. Ward - -------------------------------------------------------------------------------- Allowed claims (195-267) transmitted on Feb. 6, 1995 to Amersham under Confidientiality Agreement ================================================================================ - 3 - ================================================================================ Patent Number Publication Date (Country) Title/Inventor of Patent Grant - -------------------------------------------------------------------------------- 560 651 (Australia) Modified Nucleotides and Methods of Oct. 16, 1987 (16 Preparing and Using Same yr. term began Apr. David C. Ward et al. 13, 1982) - -------------------------------------------------------------------------------- 1 219 824 (Canada) Modified Nucleotides and Methods of Mar. 31, 1987 Preparing and Using Same David C. Ward et al. - -------------------------------------------------------------------------------- 1 223 831 (Canada) Modified Nucleotides, Methods of Jul. 7, 1987 Preparing and Utilizing and Compositions Containing the Same Dean L. Engelhardt et al. - -------------------------------------------------------------------------------- EP 0 285 057 B1 Modified Nucleotides, Methods of May 10, 1988 Preparing and Utilizing and Compositions Containing the Same Dean L. Engelhardt et al. - -------------------------------------------------------------------------------- EP 0 063 879 B1 Modified Nucleotides and Methods of Nov. 23, 1989 Preparing and Using Same David C. Ward et al. - -------------------------------------------------------------------------------- 1,237,369 Visualization Polymers and Their May 31, 1988 Application to Diagnostic Medicine David C. Ward et al. - -------------------------------------------------------------------------------- 1,254,525 Kit for Terminally Chemically Labeling May 23, 1989 DNA Christine L. Brakel et al. - -------------------------------------------------------------------------------- 1,256,023 Method of Radioactively Labeling June 20, 1989 Diagnostic and Therapeutic Agents Containing a Chelating Group Jannis Stavrianopoulos - -------------------------------------------------------------------------------- 1,260,368 Composition and Method for the Sept. 26, 1989 Detection of the Presence of a Polynucleotide Sequence of Interest Elazar Rabbani et al. - -------------------------------------------------------------------------------- 1,260,372 Hybridization Method for the Sept. 26, 1989 Detection of Genetic Materials Elazar Rabbani et al. ================================================================================ - 4 - ================================================================================ Patent Number Publication Date (Country) Title/Inventor of Patent Grant - -------------------------------------------------------------------------------- 1,268,115 Method and Composition for Detecting April 24, 1990 Analyte Moieties Solomon Mowshowitz - -------------------------------------------------------------------------------- 1,281,283 (Canada) Method for Detecting an Analyte Moiety Mar. 12, 1991 by Means of Signal Localization Elazar Rabbani - -------------------------------------------------------------------------------- 1,285,330 Analyte Detection by Means of Energy June 25, 1991 Transfer Jannis Stavrianopoulos et al. - -------------------------------------------------------------------------------- 1,288,811 Assay Method Utilizing Polynucleotide Nov. 3, 1987 Sequences Robert Pergolizzi et al. - -------------------------------------------------------------------------------- EP 0 133 473 B1 In Vivo Labelling of Polynucleotide March 23, 1994 Sequences Jannis Stavrianopoulos et al. - -------------------------------------------------------------------------------- EP 0 173 339 B1 Composition and Method for the Jan. 22, 1992 Detection of the Presence of a Polynucleotide Sequence of Interest Elazar Rabbani et al. - -------------------------------------------------------------------------------- EP 0 212 546 B1 Method for Labeling Polynucleotide Apr. 1, 1992 Sequences Jannis Stavrianopoulos et al. - -------------------------------------------------------------------------------- 1,295,559 Method for Labeling Polynucleotide Feb. 11, 1992 Sequences Jannis Stavrianopoulos et al. - -------------------------------------------------------------------------------- 1,299,073 Nucleotide Sequence Composition Method Apr. 21, 1992 for Detection of Neisseria gonorrhoeae and Method (Canada) for Screening for a Nucleotide Sequence that is Specific for a Genetically Distinct Group Andrew Lo & Huey-Lang Yang - -------------------------------------------------------------------------------- 1,309,672 Methods and Structures Employing Non- Nov. 3, 1992 Radioactive Chemically-Labeled Polynucleotide Probes Jannis Stavrianopoulos ================================================================================ - 5 - ================================================================================ Patent Number Publication Date (Country) Title/Inventor of Patent Grant - -------------------------------------------------------------------------------- 1,314,503 Detectable Moelcules, Method of March 16, 1993 Preparation And Use Jannis Stavrianopoulos - -------------------------------------------------------------------------------- 1,314,810 Heterologous System for the Detection March 23, 1993 of Chemically-Labeled DNA and Other Biological Materials Providing a Receptor or Target Moiety Thereon Elazar Rabbani - -------------------------------------------------------------------------------- EP 0 242 527 B1 Analyte Detection by Means of Energy May 13, 1992 Transfer Jannis Stavrianopoulos et al. - -------------------------------------------------------------------------------- 1,315,222 Polynucleotide Probes and a Method for March 30, 1993 Their Preparation David Mao et al. - -------------------------------------------------------------------------------- 0 149 654 B1 Detecting Agent Carrying Polymer Sep. 9, 1992 Having Multiple Units of Visualization Monomer David C. Ward et al. - -------------------------------------------------------------------------------- EP 0 097 373 B1 Modified Nucleotides, Methods of Oct. 7, 1992 Preparing and Utilizing and Compositions Containing the Same Dean L. Engelhardt et al. - -------------------------------------------------------------------------------- EP 0 212 670 B1 Method for Detecting an Analyte Moiety Nov. 4, 1992 by Means of Signal Localization Elazar Rabbani - -------------------------------------------------------------------------------- EP 0 117 440 B1 Method and Structures Employing Apr. 7, 1993 Chemically-Labelled Polynucleotide Probes Jannis G. Stavrianopoulos et al. - -------------------------------------------------------------------------------- EP 0 244 860 B1 Polynucleotide Probes and a Method Apr. 7, 1993 for their Preparation David T. Mao et al. ================================================================================ EP 0 343 424 B1 Method and Kit for Sample Adherence Apr. 21, 1993 to Test Substrate Huey-Lang Yang et al. ================================================================================ - 6 - ================================================================================ Patent Number Publication Date (Country) Title/Inventor of Patent Grant - -------------------------------------------------------------------------------- EP 0 159 719 B1 Hybridization Method for the Jun. 30, 1993 Detection of Genetic Material Dean Engelhardt et al. - -------------------------------------------------------------------------------- EP 0 122 614 B1 Kit for Terminally Chemically Jul. 14, 1993 Labelling DNA Christine Brakel - -------------------------------------------------------------------------------- EP 0 150 844 B1 Method of Radioactively Labeling Jul. 28, 1993 Diagnostic and Therapeutic Agents Containing a Chelating Group Jannis Stavrianpoulos - -------------------------------------------------------------------------------- 0 237 737 B1 A Composition Specific for Neisseria Sep. 8, 1993 Gonorrhoea Andrew Lo et al. ================================================================================ - 7 - Exhibit B: Products and Transfer Price Paid by Amersham RPN3000 ECL direct labelling and detection system QC test: 0.5pg detected in an ECL detection on a genomic Southern blot (n-ras) Background less than 2.5 on kodak scale. Transfer Price: $* RPN3001 ECL Direct labelling and detection system QC test: 0.5pg detected in an ECL detection on a genomic Southern blot (n-ras) Background less than 2.5 on kodak scale. Transfer Price: $* RPN3005 ECL direct labeling system QC test: 0.5pg detected in an ECL detection on a genomic Southern blot (n-ras) Background less than 2.5 on kodak scale. Transfer Price: $* RPN3004 ECL detection reagents (2000cm3) QC test [lambda]Hind III blots hybridized overnight with Lambda probe labelled with ECL direct. The 4.36kb band in the 10pg loading must be visualized after a 30 minute exposure. Background less than 2.5 on kodak scale. Transfer Price: $* RPN2105 ECL detection reagents (4000cm3) QC tested as RPN 3004 Transfer Price: $* RPN2130 ECL 3' oligolabelling system QC test: Tested in a full functional assay, using the supplied controls. A sensitivity of 20 x 10-28 moles of target (equivalent to 48pg of single stranded M13) can be achieved in 2 hours. Background less than 2.5 on kodak scale. Transfer Price: $* RPM2131 ECL 3' oligolabelling and detection system Combination of RPN2130 and RPN2105 Transfer Price: $* - ---------- * The information omitted is confidential and has been filed separately with the Commission pursuant to Rule 24b-2. 4 RPN3029 ECL random prime labelling and detection system QC test: Full functional human genomic hybridization - detection of a single copy gene representing a maximum sensitivity of 0.5pg of target in a lug loading. It is also tested in Southern blots with the unlabelled control DNA to ensure a l(micrometer)g detection level can be attained. The fluorescein-labelled DNA is tested on dot blots to ensure a detection of 0.5pg Transfer Price: $* RPN3040 ECL random prime labelling system QC test: Full functional human genomic hybridization - detection of a single copy gene representing a maximum sensitivity of 0.5pg of target in a l microgram loading. It is also tested in Southern blots with the unlabelled control DNA to ensure a lpg detection level can be attained. The fluorescein-labelled DNA is tested on dot blots to ensure a detection of 0.5pg. Background less than 2.5 on kodak scale. Transfer Price: $* RPN3041 ECL random prime labelling system QC test: As RPN3040 Trnasfer Price: $* RPN3030 ECL random prime labelling and detection system Combination of l pack each of RPN3040 and RPN3004 Transfer Price: $* RPN3031 ECL random prime labelling and detection system Combination of 2 packs each of RPN3040 and RPN3004 Transfer Price: $* RPN2111 ECL 5'-thiol labelling system QC test: All components are tested for performance in a standard labelling reaction using 5 microgram of M13 forward sequencing primer followed by hybridization of dot blots of single stranded M13mp8. The 0.lng dot is detected after a l hour exposure. Transfer Price: $* - ---------- * The information omitted is confidential and has been filed separately with the Commission pursuant to Rule 24b-2. RPN3020 ECL probe-amp reagents QC test: tested to ensure incorporation into a DNA amplification product of 910bp. In combination with ECL detection, a single copy gene in human genomic DNA, representing a maximum sensitivity of lpg of target in 2 microgram genomic DNA. Transfer Price: $* RPN3021 ECL probe-amp reagents Consists of 2x RPN3020 as above Transfer Price: $* RPN3006 ECL gold buffer QC test same as ECL direct (RPN3000) Transfer Price: $* RPN3200 DNA colour kit QC test: Full functional in-situ test detection of POMC mRNA in rat pituitary sections. The antibody conjugate, fluorescein labelled DNA and detection reagents also tested individually. Transfer Price: $* RNA3300 RNA colour kit QC test: Full functional in situ test detection of POMC mRNA in rat pituitary sections. The antibody conjugate, fluorescein labelling components and detection reagents also tested individually. Transfer Price: $* RPN3400 Oligo colour kit QC test: Full functional in situ test detection of POMC mRNA in rat pituitary sections. The antibody conjugate and detection reagents also tested individually. Transfer Price: $* RPN3540 Fluorescein Gene Images Random prime module QC test: Full functional test with RPN3510. detection of 0.05pg on a human genomic Southern blot. (n-ras) Representing single copy gene detection. Transfer Price: $* RPN3541 Fluorescein Gene Images Random prime module Combination of 2 packs of RPN3540 Transfer Price: $* - ---------- * The information omitted is confidential and has been filed separately with the Commission pursuant to Rule 24b-2. 6 RPN3510 Fluorescein Gene Images dioxetane detection module QC test: Full functional test with RPN3540. detection of 0.05pg on a human genomic Southern blot. (n-ras) Representing single copy gene detection. Transfer Price: $* RPN3511 Fluorescein Gene Images dioxetane detection module 2 packs of RPN3510 Fluorescein Gene Images dioxetane detection module Transfer Price: $* RPN3500 Fluorescein Gene Images labelling and detection system l pack each of RPN3540 and RPN3510 Transfer Price: $* RPN3501 Fluorescein Gene Images labelling and detection system 2 packs each of RPN3540 and RPN3510 Transfer Price: $* RPN3601 Liquid blocking agent QC tested in the same test as Fluorescein Gene Images Transfer Price: $* RPN2071 Labelled (Fl-dUTP) markers lambda Hind III QC tested by running a gel 5 microliter and 10 microliter l - o/n blot, block for 1 hour, HRP conj. 1 hr. ECL detection, 30 minute exposure - 7 bands visualized with 5 microliter loading Transfer Price: $* RPN2072 Labelled (FL-dUTP) markers E coT 141 QC tested by running a gel 5 microliter and 10 microliter - o/n blot, block for 1 hour, HRP conj l hr. ECL detection, 30 minutes exposure - 9 bands visualized with 5 microliter loading. Transfer Price: $* RPN5770 3'-oligolabelling module QC test: After l hour 240pg band visible, after 24 hours 120pg band visible, when used with RPN5750 Transfer Price: $* RPN5750 Signal amplification module QC test: As RPN5770 and RPN5751 Transfer Price: $* - ---------- * The information omitted is confidential and has been filed separately with the Commission pursuant to Rule 24b-2. 7 RPN5751 Random prime labelling module QC test: Genomic Southern - 250fg band visible after 24 hours when used with RPN5750 Transfer Price: $* RPN55752 Random prime labelling and signal amplification system QC test: As above Transfer Price: $* RPN5775 3'-oligolabelling and signal amplification system QC test: As RPN5770 and RPN5750 Transfer Price: $* RPN2121 FluoroGreen Fl-ll-dUTP 30nmol QC test: Purified by HPCL and analyzed by TLC to monitor fluorescence. Standard nick transaction to measure incorporation (less than 60% incorporation). Greater than 90% incorporation when compared to control batch of fluorescent nucleotide. In rapid labelling assay it should equal control batch and be less than 1:2000 of the neat nucleotide Transfer Price: $* RPN2122 FluoroRed Rhodamine-4-dUTP 30nmol QC test: As above Transfer Price: $* RPN2123 FluroBlue Coumarin-4-dUTP 30nmol QC test: Purified by HPLC and analyzed by TLC to monitor fluorescence. Standard nick translation to measure incorporation greater than 60% (incorporation). Greater than 90% incorporation when compared to control batch of fluorescent nucleotide. In rapid labelling assay it should equal control batch and be less than 1:500 of the neat nucleotide Transfer Price: $* - ---------- * The information omitted is confidential and has been filed separately with the Commission pursuant to Rule 24b-2. 8 The transfer price paid by Amershares will be ** times the prices listed on pages 6-9 of EXHIBIT B PRICE INDEX 1995 IN SITU HYBRIDIZATION ASSAY SYSTEMS