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Manufacturing and Assembly Agreement


Manufacturing and Assembly Agreement

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									                         Manufacturing and Assembly Agreement
      This Manufacturing and Assembly Agreement ("Agreement") is entered into as of the
             Day of              ,      by and between
("Company") and                                      ("Manufacturer").

                          STATEMENT OF BACKGROUND FACTS

          A.     Company is engaged in the business of developing, manufacturing and marketing
certain               products;

       B.     Manufacturer is in the process of establishing a manufacturing facility in
for the purpose of manufacturing                    and other products;

     C.      Company wishes to engage Manufacturer to manufacture certain products for
Company, in accordance with the terms and conditions set forth herein.

          NOW, Therefore, the parties agree as follows:


        Certain of the terms referred to in this Agreement shall be defined as set forth in this
Article 1.

        1.01 Company Products. The term "Company Products" shall mean devices, tests and
related supplies developed by Company for                                                .

       1.02 Unit Price List. The term "Unit Price List” shall mean the price for the Company
Products to be charged by Manufacturer to Company for purchases of the Company Products.
The Unit Price List in effect as of the date of this Agreement is attached hereto as Exhibit A.


       2.01 Manufacturing Rights Nonexclusive. The manufacturing rights set forth herein
are nonexclusive and nontransferable, and Company reserves the right to manufacture the
Company Products and to contract with others to manufacture the Company Products.

        2.02 Exclusive Sales To Company. Except as provided herein, without the prior
written approval of Company, Manufacturer shall not manufacture, market, sell, distribute, or
otherwise dispose of Company Products except on behalf of Company in accordance with the
terms of this Agreement.

        2.03 Authority and Capacity. Manufacturer is an independent contractor and is not
authorized to waive any right or to incur, assume or create any debt, obligation, contract, or
release of any kind whatsoever in the name of or on behalf of Company.


     3.01 Representations of Manufacturer. Manufacturer represents and warrants to
Company as follows:

               (a)    Manufacturer has all the requisite right, legal capacity and authority,
       corporate or otherwise, to enter into, deliver, and perform this Agreement, to manufacture
       the Company Products and to consummate the transactions contemplated herein. This
       Agreement has been duly and validly authorized by all necessary action, corporate or
       otherwise, which authorizations remain in full force and effect, and no other proceedings
       are required for the authorization, delivery, or performance of this Agreement by
       Manufacturer. This Agreement constitutes a legal, valid, and binding obligation of
       Manufacturer enforceable in accordance with its terms.

               (b)     No authorizations, consents, licenses, or approvals of any public body or
       authority of California or of any other jurisdiction is necessary for the execution,
       delivery, or performance of this Agreement by Manufacturer.

               (c)    Neither the execution and delivery of this Agreement, nor consummation
       by Manufacturer of the transactions contemplated herein, nor compliance with any of the
       provisions hereof, will conflict with or result in a breach or violation of, a default under,
       any of the terms, conditions, or provisions of any note, license, lease, or other agreement
       or other instrument or obligation to which Manufacturer is a party or by which it is

               (d)     Manufacturer holds all licenses, franchises, permits and authorizations
       necessary for the lawful conduct of its business, and has not violated, and is not in
       violation of, any applicable statutes, laws, ordinances, rules and regulations of all federal,
       state and local governmental bodies, agencies and subdivisions having, asserting or
       claiming jurisdiction over it or over any part of its operations.

               (e) There is no fact which materially and adversely affects this Agreement or
       the business prospects, conditions, affairs, or operations of Manufacturer or Company, or
       any of their respective properties or assets, which has not been fully described in this
       Agreement or in any written materials delivered to Company.


       4.01 Term. This Agreement shall be effective for the period commencing on the date
hereof and ending on the first anniversary of the date hereof, unless sooner terminated in
accordance with the provisions of Article 10.

      4.02 Renewal. After the expiration of the initial period set forth in Section 4.01, this
Agreement shall be automatically renewed for successive additional one-year periods if:

              (a)     Manufacturer and Company have mutually agreed upon a Unit Price List
       governing the sale of Products during the renewal term and the new Unit Price List shall
       have been substituted for Exhibit A hereto, or have determined to continue use of the
       Unit Price List for the succeeding year; and

              (b)     Neither party has notified the other prior to the expiration of the initial
       term of such notifying party's intention not to renew this Agreement.


        5.01    Grant of Limited Manufacturing License. Company hereby grants to
Manufacturer a nonexclusive, nontransferable, limited license to use Company's proprietary
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