Exhibit 10.5


 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT

 REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


	OpGen, Inc.	708 Quince Orchard Road
	 	Gaithersburg, MD 20878


 


July 9, 2015


 


Fluidigm Corporation


7000 Shoreline Court, Suite 100


South San Francisco, CA 94080


	Attn:	Paul Steinberg
	 	SVP, Commercial Operations
	 	William M. Smith
	 	EVP, Legal Affairs & General Counsel


 


Dear Paul and Bill:


 


We are pleased to continue to work with Fluidigm Corporation, a
Delaware corporation (“Fluidigm”). This letter agreement sets forth the understanding between Fluidigm and OpGen, Inc.,
a Delaware corporation (“OpGen”) regarding the development, manufacturing, sale, marketing, and distribution of diagnostic
and research-use-only tests by OpGen that are based on Fluidigm microfluidic technologies, and to establish the details to be captured
in supporting agreements where appropriate. Upon execution of this letter agreement (“Agreement”) and OpGen’s
satisfaction of the purchase requirements set forth in Section 4.A.iii below, each of OpGen and Fluidigm agree to be bound by the
terms and conditions of this Agreement.


 


		1.	Strategic Relationship.



 


OpGen is developing molecular testing services and molecular
information products based on Fluidigm microfluidic products and technologies. This Agreement formalizes the OpGen/Fluidigm relationship
and expands the collaboration to include potential development of test kits, custom analytic instruments or preparatory systems,
and regulatory compliance capabilities in an agreed upon Field (as defined below).


 


		2.	Fluidigm Technologies & Products.



 


Fluidigm has developed and is commercializing various
Integrated Fluidic Circuits (“IFCs”), including Dynamic Array IFCs, Access Array IFCs, Digital Array IFCs and the Flex
Six IFC. Fluidigm also has developed, and currently manufactures and commercializes, its Biomark HD and EP1 analytical instruments;
several preparatory instruments, including the Access Array system and Juno system; and associated assay reagents. Such Fluidigm
IFCs, instruments, and reagents are referred to in this Agreement as the “Fluidigm Technologies & Products.”


 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 2


 


		3.	OpGen Tests. OpGen has developed the Acuitas® MDRO Gene Test and the Acuitas Resistome Test, which are
currently available for sale as a CLIA lab-based test, and RUO test, respectively (“Current OpGen Tests”). OpGen anticipates
expanding the gene targets and organisms to be tested on the Acuitas Resistome Test using IFCs to include additional MDRO gene
targets, microbes, fungus, and viruses (“Expanded OpGen Tests”). OpGen also desires to work with Fluidigm to develop
future tests using Fluidigm Technologies & Products (“Future OpGen Tests”).



 


		4.	Supply Agreement, Resale and Distribution.



 


		A.	Supply Agreement.



 


		i.	Attached as Exhibit A is an Amendment to the Supply Agreement (the “Amendment”), effective as of March 17, 2015,
between Fluidigm and OpGen (the “Supply Agreement”). Such Amendment extends the term of the Supply Agreement until
March 17, 2018, with the option to renew the Supply Agreement subject to the conditions set forth in the Amendment. Any such renewal
will be subject to annual CPI adjustment and other commercially reasonable adjustments to be negotiated between the parties. The
parties to this Agreement will also negotiate additional terms for the Supply Agreement and this Agreement as may be required.



 


		ii.	In addition, OpGen agrees to evaluate Fluidigm Master Mix (pre-amplification
and analytical RT) products and to make reasonable efforts to switch supply to Fluidigm if (a) [**************]and
(b) [************]. OpGen will not be required to redevelop existing
assay products or to develop new assay products using [*****].



 


		iii.	As a condition to (a) the effectiveness of this Agreement and (b) obtain Tier 1 pricing under the Supply Agreement, OpGen must
purchase under the Supply Agreement prior to June 30, 2015, notwithstanding any purchases prior to the date hereof:



 


		a.	Each of the items set forth in Quote #Q-10045 at Tier 1 pricing (as set forth in the Supply Agreement), which will be delivered
in equal quarterly allotments beginning in the second calendar quarter of 2015 through the first calendar quarter of 2016;



 


		b.	a BioMark system at discounted pricing; and



 


		c.	a Juno system at discounted pricing,



 


in each case as specified in the quotes
previously provided to OpGen and attached for convenience hereto as Exhibit B.


 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 3


 


		B.	Resale and Distribution. OpGen envisions enabling partner commercial laboratories, healthcare provider laboratories,
and research or government laboratories to perform Current OpGen Tests, Expanded OpGen Tests and Future OpGen Tests or newly developed
OpGen test capabilities using Fluidigm Technologies & Products (collectively, “OpGen Tests”). Fluidigm hereby licenses
to OpGen the right to use products purchased by OpGen under the Supply Agreement to perform Current OpGen Tests and the Expanded
OpGen Tests. At OpGen’s request, the parties will enter into a Fluidigm distributor agreement on commercially reasonable
terms for OpGen to purchase and resell Fluidigm-based test components for use only in the OpGen Tests. OpGen will be authorized
to sell the Fluidigm-based test components globally on a direct basis, through Fluidigm, or through IVD distribution partners.



 


		C.	Analytical and Preparatory Instruments. OpGen customers will purchase Fluidigm analytical and preparatory instruments
directly from Fluidigm and Fluidigm will provide its standard warranty and make available its standard support. In accordance with
Fluidigm’s standard business practices, Fluidigm and OpGen will negotiate a volume discount schedule, aggregating all OpGen
instrument purchases from Fluidigm, that is similar to Fluidigm distributor price volume schedules. OpGen and Fluidigm will negotiate
a sales commission for instruments purchased by customers directly for use in OpGen Tests. In accordance with Fluidigm’s
standard business practices, the parties will negotiate the sales commission taking into account the overall distributor discount
schedule noted above.



 


		D.	Research Use Only. OpGen acknowledges that all Fluidigm Technologies & Products are sold: For Research Use Only.
Not for use in diagnostic procedures.



 


		5.	Field.



 


		A.	Field. For purposes of this Agreement, the “Field” means diagnostic testing for the purpose of detecting
resistome genes, including diagnostic screening testing and diagnostic surveillance testing for the MDRO genes in the Current OpGen
Tests and Expanded OpGen Tests including genes for carbapenem resistance, for example, KPC (Klebsiella pneumonia carbapenemase),
VIM (Verona integrin-encoded-β-lactamase), OXA β-lactamase including types 23, 48, 51; IMP; New Delhi metallo-β-lactamase,
including type NDM-1; and extended spectrum beta-lactamase genes, or ESBL genes, for example CTX-M-1, and CTX-M-2 (see Appendix
1 for Current OpGen Test component genes and gene families).



 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT

 REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 4


 


		B.	Certain Restrictions. If OpGen meets the Minimum Purchase Commitment (as defined below) for each applicable Minimum
Purchase Commitment Period (as defined below), or even if OpGen does not meet the Minimum Purchase Commitment during such applicable
Minimum Purchase Commitment Period but Fluidigm determines in its sole business judgment that OpGen is making reasonable progress
commercializing one or more of the OpGen Tests in the Field, then Fluidigm shall not, during the then-immediately subsequent Minimum
Purchase Commitment Period, develop, or directly Collaborate (as defined below) with any third party to develop, an FDA
approved or CE marked diagnostic test, in each case using Fluidigm products that OpGen is then purchasing from Fluidigm in significant
volumes (“Current Products”), in the Field independent of OpGen unless there is a change of control of Fluidigm or
OpGen, or if Fluidigm approaches OpGen to develop a specific test for a material new test analyte and OpGen chooses not to promptly
develop such test. For clarity, nothing in this Agreement will prevent or restrict Fluidigm from (i) conducting any activities
outside of the Field, or (ii) marketing or selling, or providing commercial support in connection with the sale of any, Fluidigm
products or services to any person or entity for any purpose or use and without restriction, provided, that Fluidigm shall not
Collaborate with any such person or entity. For the purposes of this Agreement, the following terms shall have the meanings set
forth below:



 


		i.	“Collaborate” means the joint development by Fluidigm and any company of a commercial product in the Field. For
clarity, the definition of “Collaborate” shall be deemed not include the sale by or on behalf of Fluidigm of any then-current
commercially available products or services, or the provision of any standard commercial support in connection with the sale of
such products or services, such support to include, without limitation, the provision of any applicable documentation to a customer
in connection with the support of a customer’s quality system, regulatory, or compliance needs.



 


		ii.	“Minimum Purchase Commitment” means the number of products
OpGen must purchase under the Supply Agreement during any applicable Minimum Purchase Commitment Period that equals or exceeds
the number of products that must be purchased to receive [*****] volume
pricing as set forth in Exhibit A to the Supply Agreement.



 


		iii.	“Minimum Purchase Commitment Period” means, as applicable, the consecutive twelve (12) month period ending on the
third anniversary of the date hereof, and each subsequent twelve (12) month period thereafter.



 


		6.	Marketing Cooperation. 



 


OpGen and Fluidigm may establish a marketing cooperation
agreement to promote the sale of the Current OpGen Tests and the Expanded OpGen Tests to existing Fluidigm customers.


 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 5


 


		7.	Joint Development.



 


		A.	Fluidigm and OpGen may evaluate opportunities to develop Future OpGen Tests. Neither company will be obligated to undertake
such development work. The companies may also work together to develop improved solutions and workflows and regulatory compliant
products. This opportunity to work together is not binding on either company.



 


		B.	In September 2014, The White House issued a National Strategy for combating antibiotic-resistant bacteria. The strategy calls
for the strengthening of surveillance efforts to combat resistance, the development and use of innovative diagnostic tests for
identification and characterization of resistant bacteria and antibiotic stewardship and development. Fluidigm and OpGen intend
to work together to address these needs and to seek government funding for development of new products and technologies based on
Fluidigm Technologies & Products and OpGen molecular testing services and products and molecular information products.



 


		C.	To the extent any Current OpGen Tests, Expanded OpGen Tests and Future OpGen Tests rely on Fluidigm instrument output or software
analysis features, such as the Biomark HD instrument, the parties will work together to assure that changes by Fluidigm to any
such Fluidigm Technologies or Products will continue to support the OpGen test products.



 


		8.	Quality Systems, Regulatory & Compliance.



 


Fluidigm and OpGen will work together to support OpGen
quality systems, regulatory, and compliance needs. Each company will pay for its own work. If Fluidigm elects not to undertake
an OpGen desired regulatory or quality initiative then the companies will work in good faith to develop a plan and activities funded
by OpGen to address such needs.


 


		9.	Term.



 


The initial term of this Agreement is five (5) years after
the date on which this Agreement is signed by duly authorized representatives of both parties. Each party has an option to renew
this Agreement for a subsequent five (5) year term at the conclusion of the fourth year of the initial term. The initial term and
any subsequent renewal is the “Term” of this Agreement. After the Term, Fluidigm will continue to supply and support
OpGen for seven (7) years, provided that such products have not been discontinued by Fluidigm. If Fluidigm discontinues products
covered by this Agreement and OpGen determines it has continuing customer demand to be filled then Fluidigm will work in good faith
with OpGen to transition OpGen to new versions, if any, of the products.


 


		10.	Fluidigm Trademarks, Patent Labeling.



 


Fluidigm and OpGen will work together to address expanded
trademark, patent and other labeling requirements that may arise from this Agreement.


 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 6


 


		11.	Confidentiality and Public Announcements.



 


		A.	Confidentiality. The terms and conditions of Section 3 of the Supply Agreement shall apply to this Agreement as though
set forth in full herein, regardless of any termination or expiration of the Supply Agreement. As applied to this Agreement, any
reference, in such Section 3, to “this Agreement” or “herein” or the like shall be a reference to this
Agreement.



 


		B.	Public Announcements. Neither OpGen nor Fluidigm shall make any public announcement concerning this Agreement, nor make
any public statement which includes the name of the other party or any of its affiliates, or otherwise use the name of the other
party or any of its affiliates in any public statement or document without the consent of the other, which consent shall not be
unreasonably withheld, except: (a) as may be required by law or judicial order, including required disclosure under the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any exchange on which either party’s equity
securities are listed; (b) as may be contained in joint marketing materials, presentations and related activities; (c) that OpGen
and Fluidigm may provide general information, including aggregate revenue information in the normal course of its business and
in response to inquiries; or (d) that either party may include in a subsequent public statement or document, information regarding
this Agreement which has already been approved for disclosure by the other party.



 


		C.	Confidential Treatment. To the extent either party is required by the rules and regulations of the Securities and Exchange
Commission to file this Agreement with its periodic reports or financing documents, the party so filing shall seek confidential
treatment for the provisions of this Agreement for which such confidential treatment can be sought. The party filing this Agreement
will provide the other party with a reasonable period to review and comment upon the confidential treatment filing.



 


		12.	OpGen’s Obligations.



 


In addition to OpGen's obligations set forth elsewhere
in this Agreement and the Supply Agreement, as amended, OpGen shall after the date of this Agreement:


 


		A.	Use reasonable commercial efforts to promote, develop a market for and sell the Current OpGen Tests and the Expanded OpGen
Tests after they are released for sale, utilizing the Fluidigm Technologies & Products, for research-use and human in vitro
diagnostics;



 


		B.	Promptly respond to all customer complaints about any Resale or Distribution products, promptly notify Fluidigm of any recall
or complaints; and



 


		C.	Obtain, at its own expense, any import or export license, foreign exchange license, foreign exchange permit, or other permit
or approval it may need for the resale of Fluidigm Technologies & Products hereunder and otherwise comply with all laws, regulations,
rules and requirements governing the sale of the Fluidigm Technologies & Products; provided, however, that, at the request and expense of OpGen, Fluidigm will
aid OpGen in gaining regulatory approvals where help and information relating to the Fluidigm Technologies & Products is required.



 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 7





 


		13.	OpGen Representations.



 


OpGen represents to Fluidigm to the best of its knowledge
that:


 


		A.	OpGen is duly organized and validly existing in good standing under the laws of the State of Delaware, and has full corporate
power and authority to enter into this Agreement and to carry out the provisions hereof:



 


		B.	OpGen has validly taken all requisite corporate action to properly authorize the execution of this Agreement and to fulfill
its obligations hereunder;



 


		C.	OpGen has all the necessary corporate right, power and authority to enter into this Agreement.



 


		14.	Fluidigm Representations and Warranties.



 


In addition to the Fluidigm Sales Terms and Conditions
Effective December 26, 2013 incorporated as Exhibit B of the Supply Agreement, as amended, Fluidigm expands its warranties as follows.


 


		A.	Each Fluidigm Product (other than chips) supplied to OpGen will, for the period specified in the product specifications to
be agreed upon, conform to such product specifications. At OpGen’s request Fluidigm will provide a Certificate of Analysis
with each lot of product shipped to OpGen. Fluidigm makes the foregoing warranties to and for the benefit of OpGen only, and they
may not be assigned to any other party.



 


		B.	If any Fluidigm Product does not conform with the foregoing warranties, Fluidigm’s sole obligation with respect thereto
shall be to replace such Fluidigm Technology or Fluidigm Product without charge or expense to OpGen or, at Fluidigm option, to
credit OpGen for the amount paid by OpGen to Fluidigm for such Fluidigm Technology or Fluidigm Product.



 


		C.	The above warranties are contingent upon the proper use, storage and shipment of the Fluidigm Technology or Fluidigm Product
and shall be void with respect to defects or failures due to disaster, accident, neglect, misuse, or improper storage or shipment
(in each case not attributable to Fluidigm).



 


		D.	Fluidigm represents to OpGen to the best of its knowledge that:



 


		iv.	Fluidigm is duly organized and validly existing in good standing under the laws of the State of Delaware, and has full corporate
power and authority to enter into this Agreement and to carry out the provisions hereof;



		v.	Fluidigm has validly taken all requisite corporate action to properly authorize the execution of this Agreement and to fulfill
its obligations hereunder;



		vi.	Fluidigm has all the necessary corporate right, power and authority to enter into this Agreement and to grant to OpGen.



 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 8


 


		E.	One of the supporting documents shall provide protection
for recoupment of OpGen damages if known Fluidigm defective product result in product recalls from customers who purchase such
Fluidigm products through OpGen.



 


		15.	Dispute Resolution. 



 


Within sixty (60) days after the date of this Agreement,
the parties will review the dispute resolution procedures in the Supply Agreement, and determine whether to utilize such procedures
under this Agreement or develop alternative dispute resolution procedures.


 


		16.	Miscellaneous.



 


		A.	Waiver; Amendment. The failure of either Party to enforce its rights under this Agreement at any time for any period shall
not be construed as a waiver of such rights. Further, no changes or modifications or waivers can be made to this Agreement unless
evidenced in writing and signed by both Parties.



 


		B.	Severability. If any provision of this Agreement shall be determined to be unenforceable, all other provisions shall remain
in full force and effect, the affected provision shall be construed so as to be enforceable to the maximum extent possible, and
the parties shall negotiate and substitute a suitable and equitable provision in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such unenforceable provision.



 


		C.	Assignment. Neither party shall assign, transfer, subdivide or otherwise deal with any obligations or benefit under this Agreement
without the prior written consent of the other party. provided that either party may freely assign this Agreement to a successor
to all or substantially all of its relevant assets, whether by sale, merger, or otherwise. Any attempted assignment in violation
of this section shall be null and void.



 


		D.	Governing Law. 'This Agreement shall be governed by and construed in accordance with the laws of the State of California without
regard to any conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall
not apply to this Agreement.



 


		E.	Limitation of Liability. IN NO EVENT SHALL FLUIDIGM'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT EXCEED THE AMOUNTS RECEIVED BY FLUIDIGM UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY COSTS
OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES (INCLUDING
LOSS OF PROFITS, LOSS OF SALES, LOSS OF REVENUE, LOSS OR WASTE OF MANAGEMENT OR STAFF TIME), HOWEVER CAUSED. ON ANY THEORY OF LIABILITY
AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH



 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 9


 


DAMAGES, ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH
THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.


 


		F.	Force Majeure. Neither party shall be liable for any failure to perform ally term or condition of this Agreement to the extent
performance has been delayed, hindered or prevented by tire, earthquake, flood, compliance with requirements of any governmental
authority, or by any other circumstances beyond its reasonable control.



 


		G.	Notices. Except as otherwise set forth in this Agreement, any notice required or permitted under this Agreement or required
by law must be in writing and must be (i) delivered in person, (ii) sent by registered or certified mail, (iii) sent by overnight
air courier, (iv) sent by email, or (v) sent by facsimile, in each case properly posted and fully prepaid to the appropriate address
set forth in the table below.



 


	If to OpGen:	lf to Fluidigm:
	708 Quince Orchard Road	7000 Shoreline Court, Suite 100
	Gaithersburg, MD. 20878	South San Francisco, California 94080
	 	 
	Attention: Tim Dec, CFO	Attention: General Counsel
	Telephone: 301-869-9683 Ext. 1273	Telephone: (650) 266-6000
	email:  tdec@opgen.com 	email: legal@fluidigm.com 
	Facsimile: 301-869-9684	Facsimile: (650) 871-7195


 


Notices under this section will be considered to have
been given at the time of actual personal delivery in person, three (3) calendar days (excluding Saturdays, Sundays and public
holidays in the United States) after deposit in the mail as set forth above, one day after delivery to an overnight air courier
service, upon transmission if by email, or upon confirmed transmission if by facsimile. Either party may change its address or
facsimile number for notification purposes by giving the other party written notice of the new address or facsimile number in accordance
with this section.


 


		H.	Relationship of Parties. The relationship between the parties will be that of independent contractors. Each party shall not
represent itself as the agent or legal representative of the other party for any purpose whatsoever, and shall have no right to
create or assume any obligation of any kind, express or implied, for or on behalf of the other party in any way whatsoever. This
Agreement will not create or be deemed to create any agency, partnership or joint venture between the parties.



 


		I.	Entire Agreement. This Agreement, and all exhibits attached hereto, constitutes the entire understanding and contract between
the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings,
term sheets, and agreements between the parties with respect to the subject matter hereof. The



 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Fluidigm Corporation


July 9, 2015


Page 10


 


parties acknowledge and agree that neither of the parties
is entering into this Agreement on the basis of any representations or promises not expressly contained herein. This Agreement
shall exclusively govern the ordering, purchase, and supply of the Products, and shall nullify any conflicting. amending, and/or
additional terms contained in any purchase orders, invoices, or similar documents, which are hereby rejected and shall be null
and void.


 


		J.	Counterparts. This Agreement may be executed in any number of counterparts which, when taken together, will constitute one
original, and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original.
Each party hereto consents to be bound by photocopy or facsimile signatures of such party’s representative hereto.



 


We are excited to expand on our relationship with Fluidigm. If you
are in agreement with the terms and conditions of this Agreement, please execute this Agreement in the space provided below and
return to me.


 


	 	Best Regards,	 
	 	OPGEN INC.	 
	 	 	 	 
	 	By: 	/s/ Timothy C. Dec	 
	 	Timothy C. Dec	 
	 	Chief Financial Officer	 


 


	AGREED TO BY:	 
	FLUIDIGM CORPORATION	 
	 	 	 
	By: 	/s/ Steve McPhail	 
	Name: 	Steve McPhail	 
	Title: 	GM, Production Genomics	 
	Date: 	12 July 2015	 


 






     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL

 TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS 

BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 





EXHIBIT A TO LETTER AGREEMENT


AMENDMENT TO THE SUPPLY AGREEMENT


 


This Amendment to the Supply Agreement (the
“Amendment”), effective as of March 17, 2015 (the “Amendment Effective Date”), amends that certain Supply
Agreement, effective as of March 17, 2014 (the “Supply Agreement”), between Fluidigm Corporation (“Fluidigm”)
and OpGen, Inc. (“OpGen”). All capitalized terms used in this Amendment without definition have the meanings set forth
in the Supply Agreement.


 


WHEREAS, the parties to the Supply Agreement
desire to amend the Supply Agreement to extend the term of the Supply Agreement and to add to the Supply Schedule thereto.


 


NOW, THEREFORE, for good and valuable consideration,
Fluidigm and OpGen agree as follows.


 


		1.	Extension of Term. Section 4.1 of the Supply Agreement is hereby deleted and replaced in its entirety with the following:



 


“4.1      Term. This Agreement shall continue
in full force and effect from the Effective Date until March 17, 2018, unless and until terminated as set forth in this Agreement.
OpGen has the right to extend the term of this Agreement for two (2) additional three-year terms by providing written notice to
Fluidigm at least sixty (60) days prior to the end of the then-current term. Any such renewal will be subject to annual CPI adjustment
and other commercially reasonable adjustments to be negotiated between the parties.”


 


		2.	Products and Prices. The Exhibit A attached to this Amendment shall be the Exhibit A for the Supply Agreement as of
and after the Amendment Effective Date unless further amended by the Parties. In addition, “Products” shall also include
Fluidigm’s Biomark instruments.



 


		3.	Supply Agreement in Full Force and Effect. The Supply Agreement, as amended by this Amendment, remains in full force
and effect.



 


[Signatures on Next Page.]


 




    	 	A-1	 



     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL 

TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS 

BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 





IN WITNESS WHEREOF, this Amendment has been executed by duly
authorized representatives of the Parties as of the Amendment Effective Date.





 


	OPGEN, INC.	 	FLUIDIGM CORPORATION
	 	 	 
	By:	/s/ Timothy C. Dec	 	By:	/s/ Steve McPhail
	Name:	Timothy C. Dec.	 	Name:	Steve McPhail
	Title:	Chief Financial Officer	 	Title:	GM, Production Genomics
	Date:	July 9, 2015	 	Date:	12 July 2015


 


[Signature Page to Amendment to the Supply Agreement]


 




    	 	A-2	 



     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Exhibit A to Supply Agreement


Fluidigm/OpGen Supply Agreement

Supply Schedule

FLDM Products and Specifications


 


	Item No.	Product Name	Description	Unit
	[*****]	96.96 Dynamic Array Chip for Gene Expression	Microfluidic chip	Chip
	[*****]	
        GE 96.96 Dynamic Array

        Sample & Assay Loading Reagent Kit
	Control line fluid, sample loading reagent, and assay loading reagent for 10 chips	Kit
	[*****]	192.24 GE Dynamic Array IFC	Microfluidic chip	Chip
	[*****]	
        192.24 GE Dynamic Array

        Sample & Assay Loading Reagent Kit
	Control line fluid, sample loading reagent, and assay loading reagent for 10 chips	Kit


 


FLDM Product Volume Pricing 


 


	Item	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	List Price	 	 	Tier 1	 	 	Tier 2	 	 	Tier 3	 	 	Tier 4	 	 	Tier 5	 
	OPGN Tests

(000’s)	 	Quantity	 	 		 	 	 	[*****]	 	 	 	[*****]	 	 	 	[*****]	 	 	 	[*****]	 	 	 	[*****]	 
	Total FLDM Chip Forecast (96.96 and 192.24)	 	Quantity	 	 	 	 	 	 	[*****]	 	 	 	[*****]	 	 	 	[*****]	 	 	 	[*****]	 	 	 	[*****]	 
	FLDM 96.96 Dynamic Array Chips BMK-M-96.96	 	Unit Price	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 
	FLDM Dynamic Array Loading Kits 85000802	 	Unit Price	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 
	FLDM 192.24 Dynamic Array Chips 
100-6266	 	Unit Price	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 
	FLDM Dynamic Array Loading Kits 100-6267	 	Unit Price	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 
	FLDM Master Mix (STA/RT: 480 Samples) 100-6301	 	Unit Price	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 	 	$	[*****]	 





 


The above price volume schedule is based on total annual number
of tests performed by OpGen using either the 96.96 chip format or the 192.24 chip format.


All OpGen purchases after March 17, 2014 will count toward OpGen’s
purchase volume for 2015 pricing.


*2015 chip quantity includes [*****] of 96.96 chips at no-charge
to OPGN as a product rebate allowance from FLDM for R&D evaluation of the 96.96 chip format by OPGN.


 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


EXHIBIT B TO LETTER AGREEMENT


 


		1.	[**************]
	 	 	 



		2.	[**************]
	 	 	 



		3.	[**************]



 




     


     


    

 


EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT
OF A CONFIDENTIAL TREATMENT 

REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED 

SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.


 


Appendix 1


OpGen Current Tests


Component Genes/Gene Families


 


Acuitas® MDRO Gene Test 


KPC, NDM, VIM, IMP, OXA-48, OXA-23, OXA-51, CTX-M, VanA


 


Acuitas® Resistome Test


ACC, ACT, BEL, BES, CMY, CTX-M, DHA-1, FOX-1, GIM-1, GES-1, IMI-1/NMCA-1,
IMP, KPC-2, MOX-1/CMY-1, NDM-1, OXA, PER-1, SFC-1, SIM-1, SME-1, SHV, SPM-1, TEM, TLA-1, VEB-1, VIM