This Agreement is entered into as of October 4, 1995 (the "Effective Date") by BioQuant, Inc., a Michigan
corporation ("BioQuant"), and Assay designs, inc., a Georgia corporation ("ADI").
A. BioQuant is engaged in the business of developing non- invasive diagnostic products for the early detection of
serious health problems affecting a large population.
B. ADI is engaged in the business of designing and developing immunoassays and immunoassay test kits.
C. BioQuant wants ADI to develop immunoassays and immunoassay test kits for BioQuant on the following
terms and subject to the following conditions.
In consideration of their mutual promises, the parties agree as follows:
1.1 General. This Agreement relates to ADI's development for BioQuant of a pyridinoline immunoassay and a
deoxypyridinoline immunoassay (the "Immunoassays") and related test kits.
1.2 Specifications. The specifications for the Immunoassays and related test kits (the "Specifications") shall be
determined as follows:
(a) Within 30 days after the Effective Date, BioQuant shall provide ADI with proposed specifications for the
Immunoassays and related test kits.
(b) Within 15 days after receipt of BioQuant's proposed specifications, ADI shall provide BioQuant with any
comments and suggested revisions.
(c) If ADI does not have any suggested revisions, BioQuant's proposed specifications shall be the Specifications.
(d) If ADI has any suggested revisions and BioQuant agrees to them, BioQuant's proposed specifications as so
revised shall be the Specifications. If BioQuant does not agree to ADI's suggested revisions, BioQuant and ADI
shall attempt to resolve their differences as promptly as possible. If BioQuant and ADI are unable to agree on the
Specifications within 15 days after BioQuant's receipt of ADI's
suggested revisions, either party may terminate this Agreement by written notice to the other.
(e) If and when agreed on, the Specifications sh