Exhibit
10.31


CONFIDENTIAL
TREATMENT REQUESTED


EXCLUSIVE
DISTRIBUTION AGREEMENT


Agreement dated January, 1st 2002 between Bruker BioSpin GmbH, having its
principal place of business at Rheinstetten, Germany (the “Manufacturer”) and
Bruker Optics Inc., a Delaware corporation, having its principal place of
business at Billerica, Massachusetts (the “Distributor”).


WHEREAS, Manufacturer is engaged in the business of
manufacturing analytical instrumentation for Quality Control based on the
principle of TD (time domain)-NMR the Product (as hereinafter defined);


WHEREAS, Distributor is engaged in the business of
selling and marketing goods manufactured. 
by others in the Territory (as hereinafter defined); and


WHEREAS, Distributor is desirous of being appointed an
exclusive distributor of the Product in the Territory.


NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, Manufacturer and Distributor hereby
agree as follows:


1.             DEFINITIONS


                1.1           Product.  The term “Product” shall mean Manufacturer’s
product known as the TD-NMR Analyzer “the-minispec.”


                1.2           Territory.  The term “Territory” shall mean the all
countries of the world.


2.             EXCLUSIVE DISTRIBUTORSHIP


Manufacturer
hereby grants to Distributor the exclusive right to sell the Product during the
Term (as hereinafter defined) to customers within the Territory for delivery in
the Territory, all in accordance with the terms and conditions set forth
herein.


3.             ORDERS AND PERFORMANCE


Distributor shall
place orders for the Product with Manufacturer setting forth the quantity of
the Product ordered and the desired delivery date.  Manufacturer, after its acknowledgment and
acceptance of the order, shall sell the Product to Distributor for resale in the
Territory.  No order shall be binding
unless acknowledged and accepted in writing by Manufacturer.  Manufacturer shall confirm its acceptance or
rejection of an order within fifteen (15) days after its actual receipt of such
order.  The terms and conditions of sale
shall be those set forth in this Agreement and Exhibit A, and any
terms set forth in Distributor’s order shall be of no force or effect.  The Product sold to Distributor by
Manufacturer shall be shipped F.O.B. Manufacturer’s plant to the destination of
the Distributor.  Distributor shall pay
all freight insurance, duty and customs, and any other charge associated with
shipment or import of the Product.













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TREATMENT REQUESTED


 


4.             PRICE AND PAYMENT


                4.1           Prices.  The prices for the Product shall be as
established by Manufacturer from time to time. 
Prices shall be subject to change by Manufacturer from time to time by
thirty (30) days’ prior written notice to Distributor; provided, however, that
no such price change shall affect orders accepted by Manufacturer prior to
notifying Distributor of such price change. 
All prices are exclusive of all import duties and governmental excise,
sales, use, occupational or similar taxes.


                4.2   Terms of Payment.  Payment shall be made by Distributor
separately for each order accepted by Manufacturer by cash remittance to be
made by Distributor to Manufacturer payable no later than thirty (30) days
after delivery to the F.O.B. point.


5.             MARKETING AND ADVERTISING


                5.1           Distributor’s Undertaking.  Distributor shall exert its best efforts to
promote the sale of the Product in the Territory and to develop a market demand
for the same in the Territory.


                5.2           Right to Appoint Sub Dealers.  Distributor shall have the right, at its own
discretion, to appoint a sub-dealer or sub-dealers to exploit the Product in
the Territory in accordance with the grant of the distributorship pursuant to
Section 2 above; provided that any sub-dealer shall only sell the Product
to end-user customers and not to any third party for the purpose of resale by
such third party.


                5.3           Sales Materials.  Manufacturer will provide Distributor, at no
cost to Distributor, such sales materials with respect to the Product as
Manufacturer generally makes available to its distributors, including technical
specifications, prices, drawings, advertisements and samples, and Distributor
may reproduce such materials as reasonably required, provided that all
copyright, trademark and other property markings are reproduced.  All such materials remain the property of
Manufacturer and, except as they are distributed by Distributor in the course
of its performance of its duties under this Agreement, must be promptly
returned to Manufacturer upon the expiration or termination of this Agreement.


                5.4   Trade Fairs and Exhibitions.  Distributor will participate in trade fairs
and exhibitions to market the Product in the Territory.


6.             CONFIDENTIALITY


Distributor shall
hold in strict confidence and shall not disclose to others or use, either
before or after termination or expiration of this Agreement, any technical or
business information, manufacturing technique, process, experimental work,
trade secret or other confidential matter relating to the Product, except to
the extent disclosure is reasonably required in connection with Distributor’s
proper marketing activities in the Territory. 
Distributor shall, upon request (and upon termination or expiration of
this Agreement without request), deliver to Manufacturer any and all drawings,
notes, documents and materials received from Manufacturer.  



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TREATMENT REQUESTED


 


Distributor shall not, directly or indirectly, attempt
to reverse engineer, reverse assemble or otherwise try to discover the
formulation of the Product.


7.             WARRANTY


Manufacturer
grants to Distributor the warranty with respect to the Product set forth in
paragraph 4 of Exhibit A. 
Distributor shall have the right to resell the Product with such
warranty.  Manufacturer will be
responsible for satisfying such warranty so long as the same has not been amended
or extended by Distributor.  Manufacturer
will not assume any other responsibility for the Product after the Product has
been received by Distributor.


8.             LIMITATION OF LIABILITY


Except as provided
in paragraph 5 of Exhibit A, the liability of Manufacturer for
any claim arising out of or in connection with this Agreement shall not exceed
the amount paid to Manufacturer by Distributor with respect to the sale of the
specific Product cited in such claim.  In
no event shall Manufacturer have any liability for incidental, indirect,
consequential, special or punitive damages.


9.             RELATIONSHIP OF PARTIES


Nothing contained
in this Agreement shall be construed to constitute Distributor as a partner,
employee or agent of Manufacturer, nor shall Distributor hold itself out as
such.  Distributor has no right or
authority to incur, assume or create, in writing or otherwise, any warranty,
liability or other obligation of any kind, express or implied, in the name of
or on behalf of Manufacturer, it being intended by both Distributor and
Manufacturer that each shall remain an independent contractor responsible for
its own actions.


10.           ASSIGNMENT


Distributor shall
not assign, transfer or otherwise dispose of this Agreement in whole or in part
without the prior written consent of Manufacturer.


11.           TERM OF AGREEMENT


This Agreement
shall remain in effect for a period of five (5) years after the date hereof
(the “Term”), provided that this Agreement is not earlier terminated under
Section 12 hereof.  At expiration of
5  years the contract extends one year at
a time.


Upon any
expiration or termination of this Agreement, Sections 4.2, 6 and 8, and
Paragraph 4 of Exhibit A shall remain in full force and effect.


 


 



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TREATMENT REQUESTED


 


12.           TERMINATION.


12.1         Events of
Termination.


(i)            Either
party may gives the other party written notice of its intension that this
agreement shall not continue in force and effect for the next year.  Any such notice shall be given at least 12
months prior to the expiration of the term in effect.


(ii)           Bankruptcy,
etc.  Immediately upon written notice
to the other party in the event that proceedings in bankruptcy or insolvency
are instituted by or against the other party, or a receiver is appointed, or if
any substantial part of the assets of the other party is the object of
attachment, sequestration or other type of comparable proceeding, and such
proceeding is not vacated or terminated within thirty (30) days after its
commencement or institution; or


(iii)          Default.  If one party commits a material breach of any
of the terms or provisions of this Agreement and does not cure such breach
within thirty (30) days after receipt of written notice given by the other
party.


                12.2         Rights Upon Termination.  Upon termination of this Agreement, by
expiration of the Term or otherwise, all further rights and obligations of the
parties shall cease except as set forth in Section 11 and except that the
parties shall not be relieved of (i) Distributor’s obligations to pay any
moneys due or which become due as of or subsequent to the date of termination,
and (ii) Manufacturer’s obligation to fulfill any order accepted by
Manufacturer prior to the effective date of termination or expiration of the
Term.  No consideration or indemnity
shall be payable to Distributor either for loss of profit, goodwill, creation of
clientele or other like or unlike items, nor for advertising costs, costs of
samples or supplies, termination of employees, employees’ salaries and other
like or unlike items.


13.           MISCELLANEOUS.


13.1         Force
Majeure.  If the performance of any
obligation under this Agreement is prevented, restricted or interfered with by
reason of war, revolution, civil commotion, acts of public enemies, blockade,
embargo, strikes, any law, order, proclamation, regulation, ordinance, demand,
or requirement having a legal effect of any government or any judicial authority
or representative of any such government, or any other act whatsoever, whether
similar or dissimilar to those referred to in this Section 13.1, which is
beyond the reasonable control of the party affected, then the party so affected
shall, upon giving prior written notice to the other party, be excused from
such performance to the extent of such prevention, restriction, or
interference, provided that the party so affected shall use reasonable
commercial efforts to avoid or remove such causes of nonperformance, and shall
continue performance hereunder with reasonable dispatch whenever such causes
are removed.


13.2         Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto and supersedes all
previous negotiations, agreements and 



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TREATMENT REQUESTED


 


commitments with respect thereto, and shall not be
released, discharged, changed or modified in any manner except by instruments
signed by duly authorized officers or representatives of each of the parties hereto.


13.3         Applicable
Law.  Any claim or controversy
relating in any way to this Agreement shall be governed and interpreted
exclusively in accordance with the laws of The Commonwealth of Massachusetts.


13.4         Partial
Illegality.  If any provision of this
Agreement or the application thereof to any party or circumstances shall be
declared void, illegal or unenforceable, the remainder of this Agreement shall
be valid and enforceable to the extent permitted by applicable law.  In such event, the parties shall use their
best efforts to replace the invalid or unenforceable provision by a provision
that, to the extent permitted by the applicable law, achieves the purposes
intended under the invalid or unenforceable provision.  Any deviation by either party from the terms
and provisions of this Agreement in order to comply with applicable laws, rules
or regulations shall not be considered a breach of this Agreement.


13.5         Waiver
of Compliance.  Any failure by any
party hereto to enforce at any time any term or condition under this Agreement
shall not be considered a waiver of that party’s right thereafter to enforce
each and every term and condition of this Agreement.


13.6         Notices.  All notices and other communications in
connection with this Agreement shall be in writing and shall be sent to the
respective parties at the following addresses, or to such other addresses as
may be designated by the parties in writing from time to time in accordance
with this Section 13.6, by certified air mail, postage prepaid, or by express
courier service, service fee prepaid.


	
  

  	
  TO MANUFACTURER:

  	
  Bruker BioSpin GmbH

  
	
   

  	
   

  	
  Silberstreifen

  
	
   

  	
   

  	
  76287
  Rheinstetten

  
	
   

  	
   

  	
  Attention:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  TO DISTRIBUTOR:

  	
  Bruker Optics Inc.

  
	
   

  	
   

  	
  19 Fortune Drive

  
	
   

  	
   

  	
  Billerica, MA
  01821

  
	
   

  	
   

  	
  Attention: President

  



 


All notices shall be
deemed received (i) if given by hand, immediately, (ii) if given by
air mail, three (3) business days after posting, or (iii) if given by
express courier service, the next business day in the jurisdiction of the
recipient.


13.7         Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.



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IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the date hereof


	
  BRUKER OPTICS INC.

  	
  BRUKER BIOSPIN GmbH

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Dirk D.
  Laukien

  	
   

  	
  By:

  	
  /s/ Dieter Schmalbein

  
	
   

  	
  Name: Dr. Dirk
  Laukien

  	
   

  	
  Name: Dr. Dieter Schmalbein

  
	
   

  	
  Title: President

  	
   

  	
  Title: Managing Director

  
					



 



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EXHIBIT A


TERMS AND
CONDITIONS


1.             ACCEPTANCE OF ORDERS


Orders shall not be binding upon Manufacturer until
accepted in writing by an authorized representative of Manufacturer.


2.             DELIVERY


Shipping dates are approximate and deliveries are
subject to unavoidable delays. 
Manufacturer shall have the right to deliver all Product at one time or
in installments from time to time within the time of delivery herein provided.


3.             ACCEPTANCE OF GOODS


The Product shall be inspected upon tender to
Distributor.  Failure to inspect within
ten (10) days after tender shall constitute a waiver of Distributor’s rights of
inspection and shall be equivalent to acceptance of the Product.  Distributor will pay all costs of inspection.


4.             WARRANTY


Manufacturer warrants that the Product shall be free
from defects in material and workmanship under normal use and service for
ninety (90) days from date of shipment.


Written notice and an explanation of the circumstances
of any claim that the Product has proved defective in material or workmanship
shall be given promptly by Distributor to Manufacturer.  DISTRIBUTOR’S SOLE AND EXCLUSIVE REMEDY IN
THE EVENT OF ANY DEFECT IS EXPRESSLY LIMITED TO THE CORRECTION OF SUCH DEFECT
OR REPLACEMENT OF THE DEFECTIVE PRODUCT BY MANUFACTURER AT ITS ELECTION AND
SOLE EXPENSE, EXCEPT THAT THERE SHALL BE NO OBLIGATION TO REPLACE OR REPAIR
ITEMS WHICH BY THEIR NATURE ARE EXPENDABLE. 
If Manufacturer is unable to replace or repair the defective Product,
Manufacturer shall refund to Distributor that portion of the purchase price
allocable to such Product.


No representation or other affirmation of fact not set
forth herein, including, but not limited to, statements regarding capacity,
suitability for use, or performance of the Product, shall be or be deemed to be
a warranty or representation by Manufacturer for any purpose, nor give rise to
any liability or obligation of Manufacturer whatever.


EXCEPT AS SPECIFICALLY PROVIDED IN THIS DOCUMENT,
THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURCHASE.













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TREATMENT REQUESTED


 


5.             DEFENSE
OF INFRINGEMENT CLAIMS


If notified promptly in writing of any action (and all
prior claims relating to such action) brought against Distributor based on a
claim that Distributor’s use of the Product infringes a patent or other
intellectual property right, and if given access by Distributor to any
information Distributor has regarding such alleged infringement, Manufacturer
will defend Distributor in such action at its expense and will pay any costs or
damages finally awarded against Distributor in any such action, provided the
Manufacturer shall have had sole control of the defense of any such action and
all negotiations for its settlement or compromise.  In the event that a final injunction shall be
obtained against Distributor’s use of the Product by reason of infringement of
a patent or other intellectual property right or if in Manufacturer’s opinion
the Product is likely to become the subject of a claim of infringement of a
patent or other intellectual property right, Manufacturer will, at its option
and at its expense, either procure for Distributor the right to continue using
the Product, replace or modify the same so it becomes non infringing or grant
Distributor a credit for such Product as depreciated and accept its
return.  The depreciation shall be an
equal amount per year over the five (5) year lifetime of the Product.  Manufacturer shall not have any liability to
Distributor under any provision of this clause if any infringement, or claim
thereof, is based upon:  (i) the use
of the Product in combination with other products or devices which are not made
by Manufacturer, (ii) the use of the Product in practicing any process,
(iii) the furnishing to Distributor of any information, data, service or
applications assistance, or (iv) the use of the Product with modifications
made by Distributor.  No costs or
expenses shall be incurred for the account of Manufacturer without the written
consent of Manufacturer.  THE FOREGOING
STATES THE ENTIRE LIABILITY OF MANUFACTURER WITH RESPECT TO INFRINGEMENT OF
PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE PRODUCT OR BY ITS USE.


6.             TRANSFER PRICES MANUFACTURER TO
DISTRIBUTOR


The Manufacturer delivers the Products based on an OEM
price list.  The OEM price list is
reviewed once per year in the beginning of an New Year.  On an average the transfer prices should not
exceed [ * ] % of the sales price to the
customer in the Territory.


 


 


 


 


 


 


 






[ * ]         Indicates
information has been omitted and separately filed with the Securities and
Exchange Commission  pursuant to an
application for an order declaring confidential treatment thereof.



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AMENDMENT


Amendment dated April 17, 2006 between Broker BioSpin
GmbH, having its principal place of business in Rheinstetten, Germany (the “Manufacturer”)
and Bruker Optics Inc., a Delaware corporation having its principal place of
business in Billerica, Massachusetts (the “Distributor”)


WITNESSETH:


WHEREAS, the Manufacturer and the Distributor are
parties to a certain Exclusive Distribution Agreement dated January 1, 2002
(the “Agreement”); and


WHEREAS, the parties hereto desire to amend the
Agreement in certain respects;


NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Manufacturer and the Distributor hereby amend the
Agreement by deleting the first paragraph of text of Section 11 of the
Agreement and substituting therefor the following:


This Agreement shall
remain in effect for a period of nine (9) years after the date hereof (the “Term”),
provided that this Agreement is not earlier terminated under Section 12
hereof.  Upon the expiration of such nine
(9) year period, this Agreement shall automatically extend for a series of
successive one (1) year terms unless terminated by either party by notice to the
other party at least ninety (90) days prior to any renewal date.


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment in duplicate originals as of the date first written above.


	
  BRUKER BIOSPIN GMBH

  	
   

  	
  BRUKER OPTICS INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dieter Schmalbein

  	
   

  	
  By:

  	
  /s/ Dirk D. Laukien

  
	
   

  	
   

  	
   

  
	
  Title: Managing Director

  	
   

  	
  Title: President