AGREEMENT BETWEEN PACIFIC BIOMETRICS, INC. AND SIGMA DIAGNOSTICS
This Agreement (hereinafter the "Agreement") is made in St. Louis, Missouri by and between Pacific Biometrics
Inc., Seattle, Washington (hereinafter "PBI"), and Sigma Diagnostics (hereinaf- ter "SIGMA"), a division of
Sigma Chemical Company.
WHEREAS, PBI desires to sell and/or market its products and SIGMA desires to purchase certain of PBI's
products for resale to customers bearing a SIGMA logo and a Pacific Biometrics Inc. (PBI), Seattle,
Washington, trademark reference on product la- bels, inserts, applications, and promotional pieces (to include
advertisements) to the SPINPRO(R) and PBI PLUS(TM) trademarks.
WHEREAS, the parties desire to enter into an agreement set- ting forth the terms of their relationship;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties do
hereby agree as fol- lows:
1. Products. The products of PBI covered by this Agree- ment are set forth on Exhibit A attached hereto (here-
inafter the "Product(s)"). PBI reserves the right to discontinue or modify the Products from time to time, and shall
give SIGMA at least six (6) months prior written notice before discontinuation or changes which would impact
product labeling or promotional litera- ture; provided, however, that PBI shall be required to provide SIGMA
with only reasonable advance notice where such discontinuance or modification is required to comply with any
applicable legal or regulatory require- ment or the unanticipated modification or unavailabili- ty of raw material.
Additional Products may be added to the Exhibit by mutual written consent of the par- ties.
2. Appointment and Acceptance.
(a) SIGMA shall be permitted to exclusively distribute (with the exception of Physician Sales and Ser- vice,
hereinafter "PSS") the Products in the United States, its possessions and territories, the United Kingdom, France,
Spain, Germany, Italy, the Benelux and other countries if mutually agreed upon in