SPECTRA, INC. AND 3D SYSTEMS, INC.
LICENSE, DEVELOPMENT, AND OEM AGREEMENT
(Portions have been omitted and filed separately with the Commission in
accordance with Rule 406 of the Securities Act of 1933, as amended, and the
Registrant's request for confidential treatment.)
THIS Agreement (the "Agreement") is made as of this 31st day of March 1995 (the
"Effective Date"), by and between Spectra, Inc. ("Spectra"), a corporation
organized and existing under the laws of Delaware, with its principal offices
at 00 X Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000, and 3D Systems, Inc.
("Customer"), a corporation organized and existing under the laws of
California, with its principal offices at 00000 Xxxxxx Xxxx, Xxxxxxxx XX 00000,
Spectra and Customer being hereinafter referred to singly as a "Party" or
collectively as the "Parties".
WHEREAS, Spectra develops and acquires patented technology in the field of hot
melt ink jet printing and manufactures components and supplies for various
printing applications;
WHEREAS, Customer develops and manufactures technologies and products in the
field of Rapid Prototyping equipment, systems and materials and provides
services related thereto:
WHEREAS, Spectra and Customer wish to work together to design and develop
certain hot melt ink jet products with applications in the field of Rapid
Prototyping;
WHEREAS, Customer has studied the technical feasibility of hot melt ink jet
technology for application to Rapid Prototyping;
WHEREAS, the Parties now wish to commence development work with respect to such
hot melt ink jet products according to the specific terms and conditions
hereof:
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises
contained herein, the Parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the meanings hereinafter set forth:
1.1. "Affiliate" shall mean any corporation or other business entity
controlled by, controlling or under common control with a Party
hereunder. For this purpose "control" shall mean direct or indirect
beneficial ownership of at least a fifty percent (50%) interest in
the income or stock of such corporation or other business or the
right to elect or appoint a majority of directors (or any other body
with similar authority) of such corporation or other business.
1.2. "Ancillary Hardware" means any hardware, other than Printheads, that
is part of a Print Engine, including but not limited to Build
Material reservoirs, pressure regulators, head drive electronics,
Build Material supply tubing, etc.
1.3 "Build Material" shall mean phase change inks which are used in
printing and from which objects are made and/or supported during
construction, by jetting such material from a Printhead, as specified
more fully in the Specifications.
1.4. "Confidential Information" of a Party means any and all information
of such Party and such Party's affiliates that is not generally known
by others with whom it competes or does business, or with whom
CONFIDENTIAL
it plans to compete or do business, and any and all information,
which, if disclosed, would assist in competition against that Party
or any of its Affiliates or the disclosure of which would otherwise
be adverse to the interests of that Party or any of its Affiliates;
provided, however, that in order to be Confidential Information such
information must be identified as "Confidential Information" in
writing at the time of disclosure or, if initially disclosed orally,
within thirty (30) days following the end of the month in which
initial oral disclosure occurs. Confidential Information includes
without limitation such information relating to (i) the development,
research, testing, manufacturing, marketing, sales, purchasing and
financial activities of each Party and its Affiliates, (ii) any
inventions, discoveries, developments, methods, processes,
compositions, works or concepts conceived, made, created, developed
or reduced to practice by either Party or its Affiliates that have
not yet been published or publicly disclosed by that Party or
affiliates, (iii) the costs, sources of supply, financial performance
and strategic plans of each Party and its Affiliates, (iv) the
identity and special needs of the customers, if any, of each Party
and its Affiliates, and (v) the people and organizations with whom
each Party and its Affiliates have business relationships and those
relationships. Confidential Information also includes comparable
information that either Party or any of its Affiliates has received
belonging to others or which was received by such Party or any of its
Affiliates with any understanding that it would not be disclosed.
1.5. "Control Electronics" shall mean the electronics which control the
functions of the ink jet system including but not limited to
Printheads, Build Materials supply and ink jet system maintenance.
1.6. "Customer Base Technology" shall mean any Technology developed or
acquired by Customer prior to October 3, 1994, whether patented or
unpatented, relating to hot melt ink jet printing, including any
know-how for practicing such inventions or such Technologies.
1.7. "Customer Market" shall mean the market for Rapid Prototyping and
such other markets as the Parties may agree to in writing in the
future.
1.8. "Customer Patents" shall mean all United States and foreign patents
embodying Customer Technology and owned by or licensed to Customer,
together with any divisions, continuations or continuations-in-part
thereof.
1.9. "Customer Program Technology" shall mean any Technology developed or
acquired by Customer under the Development Program and related to hot
melt ink jet printing, whether patented or unpatented, including any
know-how for practicing such Technology.
1.10. "Customer Technology" shall refer collectively to the Customer
Base Technology and the Customer Program Technology.
1.11. "Development Period" shall mean the period that commences on
October 3, 1994 and terminates upon completion or termination of
the Development Program.
1.12. "Development Program" shall mean (i) phase 1: the development
activities as described in the then current Schedule 2, which
shall include, among other things, the Specifications, together
with a detailed statement of the scope of the Work to be
conducted by Spectra that shall include a detailed schedule of
deliverables, including milestones for such Work, and the
payment schedule ("Payment Schedule") pursuant to which Customer
shall be obligated to pay certain development fees with respect
to the Development Program, (ii) phase 2: ongoing development of
Build Material during the Term hereof by both Parties, who shall
cooperate with each other in such development, at their own
expense and (iii) development by either party under this
agreement which is undertaken specifically for Rapid Prototyping
Products which embody Spectra Printheads.
1.13. "Hardware" means Print Engines, Printheads and Ancillary
Hardware supplied by Spectra to Customer.
1.14. "Ink Jet Printing" shall mean all uses of or applications for
jetting technology other than Rapid Prototyping.
1.15. "Joint Developments" shall mean any Technology jointly developed
by the Parties under the Development Program, but shall in no
case include any Program Technology.
1.16. "Print Engine" shall mean an electro-mechanical device built by
or for Customer incorporating a Printhead, a Transport and
Control Electronics, but excluding the image processor.
1.17. "Printhead" shall mean configurations of drop-on-demand ink
jets, including piezo electric arrays, Build Material reservoir
and driver electronics, as more specifically defined in the
Specifications.
1.18. "Printhead Assembly" shall mean a kit assembly containing at
least one Printhead.
1.19. "Program Technology" shall refer collectively to Customer
Program Technology, and Spectra Program Technology.
1.20. "Purchase Order" means any purchase order that Customer issues
to order Spectra Products from Spectra in accordance with this
Agreement.
1.21. "Purchase Year" shall mean a twelve month period beginning on
April 1, of each year and ending on March 31 of the following
year, except that the first Purchase Year shall begin on the
date hereof and end on March 31, 1996.
1.22. "Rapid Prototyping" shall mean fabrication of free-standing
three-dimensional objects layer by layer.
1.23. "Rapid Prototyping Products" shall mean Rapid Prototyping
equipment, systems, supplies, and software.
1.24. "Specifications" shall mean the functional and performance
specifications with respect to the Printhead and Build Material
as set forth in the Development Program attached as Schedule 1
hereto, together with all revisions and modified versions
thereof, including any modified Specifications.
1.25. "Spectra Patents" shall mean any United States or foreign patent
applications included in any Spectra Technology, together with
any divisions, continuations, or continuations-in-part thereof,
patents issuing thereon and reissues thereof, excluding any of
such patents or applications licensed to Spectra from
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
1.26. "Spectra Products" shall mean Hardware and Build Materials
supplied by Spectra to Customer.
1.27. "Spectra Program Technology" shall mean any Technology developed
or acquired by Spectra under the Development Program, whether
patented or unpatented, including any know-how for practicing
such Technology, and excluding any Technology which is
specifically related to Printheads or to Build Materials (except
to the extent that such Technology relates to the use of
Printheads and/or Build Materials in ink jet printing).
1.28. "Spectra Technology" shall refer collectively to the Spectra
System Technology and the Spectra Program Technology.
1.29. "System Technology" shall mean Technology for Transports and
Control Electronics and specifically excluding any Technology
which is specially related to Printheads or to Build Materials
(except to the extent that such Technology relates to the use of
Printheads and/or Build Materials in ink jet printing) which
Spectra now or hereafter owns or has the right to license or
sublicense excluding Technology licensed to Spectra by
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION Patents of others which
Spectra has the right to sublicense (or grant immunity from
suit) as of the date of this Agreement include patents owned by
third parties excluding CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION to
the extent that Spectra has the right to grant sublicenses or
grant immunity from suit under such patents.
1.30. "Technology" shall mean information of any type, including
without limitation inventions, patents, copyrights, trade
secrets, know-how, specifications, software, simulations, test
results, drawings, designs, material formulations and
manufacturing processes.
1.31. "Transport" shall mean an electro-mechanical device including
Printhead mounting, ink or Build Material supply and motion
hardware.
1.32. "Work" shall mean the work to be performed by Spectra, with the
cooperation of the Customer, during the term hereof.
2. DEVELOPMENT PROGRAM.
2.1. During the Development Period, Spectra shall use all reasonable
commercial efforts to develop Build Materials (jointly with
Customer). To the extent requested by Customer, Spectra will make
changes to its Printheads and/or related equipment to adapt same for
Rapid Prototyping given that all such requests are subject to
Spectra's approval and funding will be negotiated in advance of any
work by Spectra. The Development Program shall be conducted at
Spectra's facilities in Hanover, New Hampshire; provided, however,
that Spectra personnel may from time to time meet with Customer as
mutually agreed upon by the Parties pursuant hereto. The parties
shall consult on an on-going, hands-on basis with respect to all
critical aspects of the Development Program including, without
limitation, making revisions, amendments and/or improvements to the
Specifications and the Development Program as may be reasonably
required from time to time.
2.2. BUILD MATERIAL.
--------------
2.2.1. During the Development Period, the Parties will cooperate
in developing Build Materials that are compatible with the
Print Engine. The goal is to develop Build Materials which
maximize the demand for and use of Customer's Rapid
Prototyping Products which incorporate Spectra Technology.
Accordingly, Customer shall have the primary responsibility
to propose formulations for and prepare new Build
Materials, and will provide samples thereof to Spectra for
testing with Printheads hereunder.
2.2.2. Customer shall provide samples of Build Materials to
Spectra in mutually agreed amounts of such material.
Customer shall seek, on a reasonable efforts basis, to
formulate Build Materials which are generally not
hazardous. Customer will list the components of each
sample and the desired characteristics of the end products
to be built using such Build Materials. If any proposed
Build Material has, or reasonably should be expected to
have, ratings under the National Fire Protection
Association's scales of greater than (I) "1" for Health,
(ii) "2" for Flammability, (iii) "1" for Reactivity. or
(iv) any special ratings (e.g., reacts with water, is an
oxidizer, etc.), Customer shall provide Spectra, in
advance, to the extent available, with any and all data in
Customer's possession relevant to properties of the Build
Material so that Spectra may make a good faith
determination if it can and is willing to accept and handle
such Build Materials.
2.2.3. Spectra shall exclusively use such samples for testing
under this Agreement and, if requested by Customer, shall
not attempt to chemically or otherwise analyze the
composition thereof unless Spectra is required to do so for
safety or disposal reasons. Spectra shall not make any of
the samples or the formulations available to any third
party without Customer's express prior written
authorization. The samples and all information with regard
thereto shall be governed by the confidentiality provisions
of Section 12 hereof. Spectra and Customer shall each
appoint a coordinator to routinely discuss testing and
handling of Build Materials. Prior to offering Build
Materials for sale commercially, Customer shall, at its own
expense, obtain any safety tests which the Customer deems
appropriate for the intended use. Spectra is not
responsible for the safety and health of Build Materials
shipped to customers of Customer.
2.2.4. Spectra agrees to provide good faith efforts in
codevelopment of Build Materials. In the first two years
of this Agreement, Spectra's obligation relative to
codevelopment of Build Materials shall be to dedicate at
least CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION personyears of
effort (wherein a personyear is defined as one person
working nominally forty hours per week for one calendar
year along with supplies and equipment necessary to support
that person's work) per calendar year. Each personyear of
effort may be comprised by the partial time commitment of
several individuals of professional and technical caliber
including chemists, engineers, and technicians, but not
including ancillary efforts such as secretarial and
clerical. In the third and subsequent years of this
agreement, Spectra's obligation will be negotiated in good
faith between Spectra and Customer, but in no event shall
fall below CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
personyears unless Spectra's total revenue from Build
Materials under this Agreement was below CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION in the previous year.
2.2.5. Except as otherwise agreed in writing, each Party shall
bear its own expenses with respect to their activities
under Sections 2.1 and 2.2.
2.3. DEVELOPMENT FEES. In consideration of Spectra's performing the Work
under phase 1 of the Development Program, Customer shall pay Spectra
certain development fees (the "Development Fees") in the amounts set
forth in the Payment Schedule included on Schedule 2 hereof, and upon
Customer's acceptance of Deliverables set forth therein. Such
acceptance will not be unreasonably withheld.
2.4. ENGINEERING MODIFICATIONS TO PRINTHEADS AND RELATED EQUIPMENT may be
requested of Spectra by Customer from time to time during the
Development Program in order to provide increased functionality for
Rapid Prototyping, in which event the Parties shall negotiate in good
faith payment, completion, and other terms. Rights with respect to
resulting Technology shall be governed by Section 5.
3. DELIVERABLES AND DELIVERY.
-------------------------
Spectra agrees to use all commercially reasonably efforts to deliver to
Customer the deliverables set forth in Schedule 2 hereto (the
"Deliverables"). Spectra shall deliver such Deliverables F.O.B.
Spectra's Hanover, New Hampshire facilities.
4. EXCHANGE OF LICENSE AND OTHER RIGHTS BY SPECTRA AND CUSTOMER.
------------------------------------------------------------
4.1. LICENSE OF PROGRAM TECHNOLOGY. Subject to the terms hereof:
-----------------------------
4.1.1. Spectra hereby grants to Customer, the worldwide,
exclusive, paid-up, right and license for the field of
Rapid Prototyping under the Spectra Program Technology and
Joint Developments, and
4.1.2. Customer hereby grants to Spectra the worldwide, exclusive,
paid-up, right and license under the Customer Program
Technology and Joint Developments for the field of Ink Jet
Printing.
4.2. LICENSE OF SYSTEM TECHNOLOGY.
----------------------------
Subject to the terms hereof, Customer is granted a worldwide,
exclusive right and license, with a right to sublicense under the
Spectra System Technology to make or contract to have made, use,
lease, sell, import or export Rapid Prototyping Products
incorporating Spectra supplied Printheads (and/or Printheads
manufactured under the back-up manufactured rights as specified in
Section 6.2.5).
4.3. SUBLICENSE AND IMMUNITY UNDER THIRD PARTY RIGHTS
------------------------------------------------
Subject to full payment of royalties and fees defined in 4.4, Spectra
hereby grants an immunity from suit under the patents set forth in
Schedule 4 and represents and warrants that CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION and CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION will not assert against
Customer any of their respective patents that are licensed to
Spectra, in each case only with regard to any Rapid Prototyping
Products made by or for Customer which incorporate Spectra supplied
Printheads. Promptly following the execution of this Agreement,
Spectra shall compile a list of such patents that is as complete as
reasonably possible, based upon information known and reasonably
available to Spectra, and deliver a copy of such list to Customer
(which shall be appended hereto as Schedule 4).
4.4. Section 4.3 is subject to the following terms and conditions:
4.4.1. The obligation to pay royalties CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION, their manufacture or their use in
Rapid Prototyping Products.
4.4.2. Customer must make the following payments of one-time fees
(if applicable) and running royalties as follows:
4.4.2.1. Subject to Sections 4.4.2.4, one-time fees are payable
when Printhead purchases and binding commitments to
purchase by Customer from Spectra first fall within
the following levels in a twelve month period ending
each March 31:
VOLUME ONE-TIME FEES
------ -------------
CONFIDENTIAL CONFIDENTIAL
INFORMATION INFORMATION
OMITTED AND OMITTED AND FILED
FILED SEPARATELY SEPARATELY WITH
WITH THE THE SECURITIES
SECURITIES AND AND EXCHANGE
EXCHANGE COMMISSION
COMMISSION
4.4.2.1.1. These fees relate to all Customer products
incorporating Spectra Printheads. The
cumulative total payment paid under Section
4.4.2.1 by Customer shall not exceed
CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION during the lifetime of this
Agreement (including any extensions,
renewals, or replacements thereof).
4.4.2.2. Subject to Section 4.4.2.4, running royalties of
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION of
Customer's net selling price of Print Engines to
dealers are due and payable 30 days after each
calendar quarter for sales by Customer during said
calendar quarter of Rapid Prototyping equipment and
systems incorporating Spectra supplied Printheads, or
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION of the
selling price of Customer OEM Print Engines exclusive
of power supplies and covers.
4.4.2.3. Customer will provide Spectra with a written report,
no later than thirty (30) days following the end of
each calendar quarter, describing for such calendar
quarter the number and type of Customer Product sold,
leased or otherwise disposed of, together with a
detailed royalty calculation sufficient to establish
a statement of royalties due under Spectra's
agreements with parties identified in Section 4.3.
Customer will pay any royalties due together with such
report.
4.4.2.4. When Customer purchases Print Engines from Spectra for
resale into Customer's Markets, Customer shall not be
required to pay fees or royalties in respect thereof
under Sections 4.4.2.1 and 4.4.2.2.
4.4.3. Customer's obligations to pay royalties or fees to Spectra
shall terminate at the same time that Spectra's obligations
to make such payments to its licensor terminates. In the
event of a reduction in such royalties or fees, Customer's
royalties or fees shall be reduced accordingly.
4.5. Limitations:
4.5.1.1. The grant of immunity from suit under Section 4.3 is only
for Customer products which incorporate Spectra supplied
Printheads and is subject to full payment by Customer of
royalties and fees as set forth in Section 4.4.2.
4.5.1.2. Customer may not resell Printheads purchased from Spectra
except as incorporated into and as spares for its own Rapid
Prototyping Products.
4.5.1.3. In the event Spectra has evidence of a market opportunity
for a Rapid Prototyping Product in which the build envelope
is larger, in all axes, than CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION ("Oversized RPP") at any time after two
(2) years following the date of execution of this
Agreement, Spectra may give written notice thereof to
Customer CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. If
Customer accepts the adequacy of such evidence, Customer
agrees that, unless it offers to sell an Oversized RPP
within two (2) years after its acceptance of such notice,
notwithstanding the exclusive grants made by Spectra to
Customer in Section 4.2, Spectra shall have the right to
supply Oversized RPP components (for use only in Oversized
RPPs) to third parties on a non-exclusive basis (but,
Customer does not hereby grant or waive any of its rights
or licenses as a result of such acceptance except as
specifically set forth hereinabove). If Customer rejects
the adequacy of such evidence, it agrees, upon request of
Spectra to submit the question of adequacy to arbitration
in accordance with Section 11 hereof. Customer agrees to
accept or reject within sixty (60) days of receipt of
notice from Spectra, the adequacy of such notice by written
response, and shall specify the basis for rejection.
Notwithstanding the foregoing, Spectra shall not have the
right to grant to a third party any rights to Program
Technology in the field of Rapid Prototyping.
5. INFRINGEMENT
5.1. Spectra shall promptly investigate and defend at its expense all
claims that the manufacture, use, maintenance, sale or other
disposition of any Spectra Product infringes, induces the
infringement of, or otherwise violates any patent, copyright, mask
work, trademark, trade secret, or proprietary or other information of
any third party, and Spectra shall pay and discharge all judgments or
decrees against Customer which result from those claims. Spectra
may, with Customer's consent (which Customer shall not unreasonably
withhold), settle any such claim on terms of Spectra's choosing, if
those terms do not conflict with this Agreement; provided, however,
that Spectra shall not be obligated under this Section to the extent
(i) Customer fails to give Spectra prompt notice of the claim,
appropriate authority to settle or defend it, or the information and
assistance necessary to conduct the defense, or (ii) the claims of
infringement arise from or are based upon (A) Customer's or any third
party's enhancements, modifications, alteration or implementation of
a Spectra Product, or (B) the combination of a Spectra Product with
any device Spectra did not directly furnish to Customer.
5.2. Spectra represents that it has disclosed to Customer any patents
relative to Ink Jet Rapid Prototyping of which it has knowledge as of
the date hereof. However, Spectra's obligations under this Section 5
do not extend to claims concerning the use of Spectra Products in
Rapid Prototyping.
5.3. If (i) a court, agency, or arbitrator having jurisdiction holds that,
or Spectra agrees in writing (which it shall not do without
Customer's express written consent) with any third party that, any
Spectra Product infringes a patent, copyright, mask work, or
trademark or involves an unlawful use of a third party's proprietary,
or other information, (ii) an injunction issues against Customer's
manufacturing, use, or marketing of a Spectra Product, or (iii) in
Spectra's opinion that Spectra Product is likely to become the
subject of an infringement claim, then Spectra shall at its expense
use reasonable best efforts to: (x) obtain for Customer rights
sufficient in scope to allow Customer to continue to make, have made,
use, sell, and market that Spectra Product, or (y) replace or modify
that Spectra Product so that it becomes noninfringing.
5.4. Spectra shall not be liable under this Section 5 for any claim, and
Customer's rights under this Section 5 shall not attach to a claim,
to the extent that claim is based on information, devices, or
processes furnished by someone other than Spectra.
6. OEM SUPPLY TERMS AND CONDITIONS.
6.1. FORECASTS; PURCHASE ORDER
6.1.1. Customer will order Spectra Products through the issuance
of purchase orders at least ninety (90) days in advance of
the requested delivery dates. All preprinted terms and
conditions on purchase orders are superseded entirely by
the terms and conditions of this Agreement. Each purchase
order will adequately identify the Spectra Product ordered
by use of Spectra's product code set forth the requested
quantity, and specify the requested delivery method and
date. Purchase orders must be in writing and may be sent
via facsimile to Spectra's then current facsimile number.
6.1.2. Upon receipt of any purchase order submitted in accordance
with this Agreement, Spectra will either: (i) accept the
order, which will establish the delivery date; or (ii)
within five (5) days after receipt of the Purchase Order
notify Customer of Spectra's inability to deliver Spectra
Product at the time or times requested. In the event such
notice is not given within five (5) days, such Purchase
Order shall be deemed accepted.
6.1.3. Spectra Products will be delivered to Customer in packaging
reasonably acceptable to Customer, given shipment,
warehousing and storage requirements. (Customer will
advise Spectra in writing of any special packing
requirements at the time of placing an order.) Delivery
will be made FOB Spectra's manufacturing, warehousing or
transshipment facility, freight proposed by Spectra {and
invoiced later to Customer).
6.1.4. Customer will provide Spectra with a non-binding, rolling
six (6) month forecast of Spectra Product requirements,
PROVIDED, HOWEVER, that orders are noncancellable and non-
deferrable beginning ninety (90) days prior to scheduled
delivery date unless mutually agreed upon. In general,
Spectra requires up to six (6) months advance notice to add
significant additional manufacturing capacity, and may not
be able to meet orders as a result of changes in or
requirements in excess of those set forth in six-month
rolling forecasts.
6.1.5. In the last quarter of each calendar year, Customer will
provide to Spectra a non-binding twelve month forecast for
the following calendar year.
6.1.6. Blanket/Annual Orders and Order Rescheduling: Although not
required to do so under this Agreement, Customer may place
Purchase Order covering periods of up to one year in order
to obtain quantity pricing in accordance with Schedule 3.
Customer may reschedule or modify such orders as follows:
Requested Notice Prior Maximum Amount of
to Delivery Change Allowed:
---------------------- -----------------
90 days No changes, unless
mutually agreed
91-180 days = 25%
180+ days Unlimited, subject to
mutual agreement on
capacity increases
6.2. HARDWARE PRICES AND TERMS
6.2.1. Customer shall pay Spectra the amounts specified in
Schedule 3, subject to the terms and provisions thereof,
for each Spectra Hardware Product which Customer orders
from Spectra under Section 6.1.
6.2.2. Customer will pay Spectra for each Spectra Hardware Product
as follows: (i) CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION no
later than sixty (60) days prior to the requested delivery
date and (ii) the balance within thirty (30) days after
deliver by Spectra. All past due amounts shall accrue
delinquency charges at the rate of one percent (1%) per
month.
6.2.3. Spectra agrees to maintain an emergency stock of Printheads
equivalent to five percent (5%) of the average monthly
shipment level over the previous quarter of Printheads up
to a maximum of five (5) for immediate shipment to Customer
upon request.
6.2.4. Spectra agrees to supply Customer with available
documentation on Hardware upon request.
6.2.5. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
6.2.6. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
6.3. HARDWARE WARRANTIES AND REPAIRS
6.3.1. Spectra warrants to Customer that:
6.3.1.1. Each Spectra Product shall conform to the
Specifications and be free from defects in materials
and workmanship for 180 days after (i) title to that
Spectra product passes to Customer under this
Agreement or (ii) Customer sells or delivers the
Spectra Product but in no case longer than 270 days;
6.3.1.2. Each Spectra Hardware Product shall comply with all
applicable federal, state, and other governmental
safety regulations in effect at the time of
manufacture.
6.3.1.3. Each Spectra Hardware Product shall comply with the
applicable rules and regulations of agencies defined
in the Specifications.
THE WARRANTIES IN SECTION 6.3 ARE IN LIEU OF ALL OTHER
SPECTRA HARDWARE PRODUCT WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3.2. If, within the 180 day period specified in Section 6.3, a
Spectra Hardware Product does not comply with any warranty
in Section 6.3 and Customer notifies Spectra of such
noncompliance prior to 15 days after the end of such
period, Customer may ship such product back to Spectra at
Customer's expense. Spectra shall at its option promptly
repair or replace that Spectra Product. Spectra shall pay
the costs of any such repair or replacement, including
transportation costs incurred returning repaired or
replaced products to Customer unless the Spectra product is
defective due to Customer's or any third party's damage,
misuse, abuse, or failure to use Build Material equivalent
to the Spectra Build Material, in which case Customer shall
pay all costs of repair or replacement. Customer must xxxx
each package it returns to Spectra under this Section 6.3
with a Returned Materials Authorization ("RMA") number,
which Spectra shall furnish to Customer on request, and
shall include with each returned Spectra Product a writing
which specifies the reasons why Customer rejected that
Spectra Hardware Product.
6.3.3. Non-Warranty Hardware Repairs. Whenever practical, Spectra
will provide depot repair services on Hardware for repairs
not covered by the foregoing warranty. Upon authorized
return to Spectra's designated facility under an RMA,
Spectra shall repair Hardware at Customer's expense, on a
time and materials basis, at Spectra's then current prices
for parts and rates for service. In cases where Hardware
cannot be successfully repaired, Customer, at its option,
may either replace the returned Hardware by purchasing a
new unit from Spectra at then current prices or reimburse
Spectra for its valid repair efforts and costs on the
returned unit. Repairs are warranted by Spectra for the
remainder of the original warranty period or ninety (90)
days, whichever is longer.
6.3.4. On Call Support: Customer may call on Spectra's technical
experts in connection with Spectra Hardware.
6.4. Build Material
6.4.1. Customer will purchase and pay for its total requirements
of Build Material from Spectra as follows:
6.4.2. Determination of Purchase Price.
6.4.2.1. Spectra to quote multiple suppliers chosen with mutual
consent of both parties.
6.4.2.2. Supplier qualification and selection to be in
accordance with mutually agreeable criteria.
6.4.3. Distribution Revenues and Profit
6.4.3.1. Customer shall sell Build Materials upon terms it
shall set. From the gross selling price (net of
returns, allowances, discounts, sales tax, bad debt,
shipping and insurance), upon shipment and invoicing
Customer will receive CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION and Spectra will receive CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. Customer will pay
such 10% to Spectra within thirty (30) days following
the end of each calendar quarter.
6.4.3.2. Customer shall determine Net Profit by subtracting
from gross selling price (as defined above)
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION fee to
Customer, CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
fee to Spectra, the cost to Customer of Build
Materials and, if any, of intellectual property
litigation.
6.4.3.3. Such Net Profit, if any, shall be shared CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. Customer will pay
Spectra its share within thirty (30) days following
the end of each calendar quarter.
6.4.3.4. Spectra may, at its option, elect to permit Customer
to manufacture or procure Build Materials without any
input from Spectra. Customer may also manufacture or
procure Build Materials without any input from Spectra
if Spectra is unable to obtain for Customer, Build
Materials meeting predetermined specifications. In
either such event, Customer shall pay Spectra
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION of its
gross selling price (on a net basis as defined in
6.4.3.1) from its sales of Build Materials during the
term hereof, which shall be Spectra's sole
compensation with respect to such Customer sale of
Build Material.
6.4.3.5. Together with payments to Spectra hereunder, Customer
will provide adequate documentation in order for
Spectra to ascertain that the payments by Customer are
correctly calculated and made in accordance with the
provisions of this Agreement.
6.4.4. Customer may not knowingly sell Spectra Build Material for
use other than in conjunction with Customer Products.
6.4.5. Payment of the purchase price of the Build Materials shall
be made to Spectra in sufficient time for Spectra to pay
manufacturer without interest or penalty charges (i.e., no
later than ten (10) days prior to payment being due from
Spectra to manufacturer). Parties anticipate that Customer
shall order directly from the manufacturer with payment
through Spectra.
6.4.6. Spectra warrants to Customer that it will pass on any
manufacture's warranties it receives with respect to Build
Materials.
7. Exclusivity
7.1. Subject to Customer meeting its obligations under this Section,
Spectra agrees to exclusively supply Spectra Products for a period of
seven (7) years from the Effective Date to Customer for use in the
field of Rapid Prototyping. In the event Customer fails to meet its
obligations (as set forth below), Spectra shall have the right to
supply Spectra Products to others in the field of Rapid Prototyping.
To maintain exclusivity, Customer agrees to:
7.1.1. Pay to Spectra a fee of CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION as follows:
7.1.1.1. Within ten (10) days of Effective Date: CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION;
7.1.1.2. Twelve months after the Effective Date: CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION;
7.1.1.3. Eighteen months after the Effective Date: CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION;
7.1.1.4. Twenty-four months after the Effective Date:
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION;
7.1.1.5. Thirty months after the Effective Date: CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION;
7.1.2. Maintain the following minimum purchase quantities of
Printheads:
7.1.2.1. Year four: CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Printheads;
7.1.2.2. Year five: CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Printheads;
7.1.2.3 Year six: CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Printheads;
7.1.2.4. Year seven: CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Printheads.
7.1.3. Customer may cure shortfalls in Printhead purchase of up to
25% by contracting with Spectra for development work which
has a price equal or greater than the shortfall.
7.1.4. Spectra shall not have the right to supply Spectra Products
to others for use in the field of Rapid Prototyping unless:
7.1.4.1. Customer has failed to meet its obligations under
7.1.1 or 7.1.2 and;
7.1.4.2. Spectra has notified Customer in writing of the
failure and;
7.1.4.3. Customer has not cured the failure within thirty (30)
days of being so notified.
7.1.5. Subject to the payment of fees by Customer in accordance
with Section 7 1.1, Spectra agrees to use said fees for the
continued development of CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION ink jet printheads along the lines illustrated
in Exhibit 1. Such development work is aimed at lower
cost, CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION, otherwise
known as EDGE-SHOOTERS.
7.1.5.1. In the event that Customer determines in good faith
after the twelve month period defined in Section
7.1.1.2 (i.e. at the beginning of Year 2) that the
development activities referred to in Section 7.1.5
are of no commercial use to Customer in Rapid
Prototyping, Customer and Spectra shall negotiate in
good faith on other development activities (which are
of mutual commercial interest in Rapid Prototyping) on
which up to 50% of the fees paid under Section 7.1.1.2
through 7.1.1.5 are spent by Spectra.
8. Representations and Warranties.
8.1. Representations and Warranties of Spectra. Spectra hereby represents
and warrants that as of October 3, 1994 hereof:
8.1.1. it has the full right, interest and authority to enter into
and perform its obligations under this Agreement;
8.1.2. it has not entered, and in the future shall not enter, into
any written or oral agreements inconsistent or in conflict
with any provision of this Agreement: and
8.1.3. Spectra is the owner of or otherwise authorized to use the
System Technology;
8.1.4. The payments of one-time fees and running royalties set
forth in Section 4.4.2 are in an amount equal to that
amount payable by Spectra to third party licensors, and are
not retained by Spectra, but are passed through to such
licensors (i.e., the companies named in Section 4.3).
NOTWITHSTANDING THE FOREGOING, SPECTRA MAKES NO WARRANTY,
EXPRESS OR IMPLIED, THAT THE DEVELOPMENT EFFORT BY IT HEREUNDER
WILL BE SUCCESSFUL.
8.2. CUSTOMER WARRANTIES. Customer hereby represents and warrants that as
of October 3, 1994:
8.2.1. it has the full right, interest and authority, to enter
into and perform its obligations under this Agreement;
8.2.2. it has not entered, and in the future shall not enter, into
any written or oral agreements inconsistent or in conflict
with any provision of this Agreement; and
8.2.3. Customer is the owner of, or otherwise authorized to use,
the Customer Patents and Customer Base Technology.
9. Ownership.
9.1. OWNERSHIP. The Parties hereby acknowledge and agree that, except as
otherwise expressly provided herein: (i) Spectra owns, or shall own,
all right, title and interest in and to any and all System Technology
and Spectra Program Technology; (ii) Customer owns, or shall own, all
right, title and interest in and to any and all Customer Base
Technology and Customer Program Technology: (iii) the Parties shall
jointly own in perpetuity all right, title and interest in and to any
and all Joint Developments, subject to the rights granted and to be
granted under Section 5 hereof.
10. Term and Termination.
10.1. TERM. The term of this Agreement (the "Term") shall commence as
of October 3, 1994 and, unless sooner terminated pursuant to the
terms hereof, continue in full force and effect for seven (7)
years from the Effective Date.
10.2. TERMINATION. This Agreement may be terminated as follows:
10.2.1. by either Party at any time if the other Party has breached
any material provision contained in this Agreement and such
breach has not been cured within thirty (30) days of
receipt of written notice thereof;
10.2.2. if either Party files for reorganization under the
Bankruptcy Act or it is adjudicated a bankrupt, or if a
receiver is appointed for either Party's business or if
either Party makes an assignment for the benefit of
creditors or if an involuntary bankruptcy petition is
brought against either Party and has not been discharged
within 30 days of the date on which it was brought, then
the other Party shall, without further notice, have the
immediate right to terminate this Agreement; or
10.2.3. by Customer for any reason or its convenience upon thirty
(30) days written notice to Spectra.
10.3. SURVIVAL; EFFECT OF TERMINATION. Termination of the Agreement
shall be without prejudice to any other remedies of either Party
hereunder. In the event of a termination of this Agreement for
any reason, Sections 8.1, 8.2, 9.1, 10.3, 11.1, 12 (as provided
in Section 12.8 ), 13.1 and 14.9 hereof shall survive and
continue in full force and effect. In the event of termination
by Customer under 10.2.3 above or in the event of termination by
Spectra because of a breach by Customer (pursuant to 10.2.1),
the license in Section 4.1.2 shall survive and become non-
exclusive, the licenses granted to Customer under Sections 4.1
and 4.2 shall become non-exclusive. In the event of termination
by Customer because of breach by Spectra, the license granted in
Sections 4.1 and 4.2 shall survive and become non-exclusive.
Customer's obligation to pay all amounts payable to Spectra
hereunder including, without limitation, the Development Fees
and all other expenses relating to the Work performed through
the date of termination, and Spectra's obligation to deliver all
Deliverables as of the date of termination, shall survive the
termination of this Agreement for any reason.
11. Arbitration.
11.1. ARBITRATION. Any disputes hereunder shall be settled by binding
arbitration conducted in accordance with the Arbitration Rules
of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. Unless otherwise agreed, the
arbitration shall be held in Boston, Massachusetts before a
single arbitrator, mutually agreeable to the Parties; provided,
however, that if the Parties cannot agree upon a single
arbitrator within thirty (30) days following notice by one of
the Parties to the other Party that it wishes to commence
arbitration under this Section 11.1 arbitration shall be held
before a panel of three arbitrators, one selected by Customer,
one selected by Spectra, and the third selected by the two
arbitrators chosen by the Parties. The Parties shall each pay
half of the costs of arbitration. The arbitrators shall not
award any punitive, exemplary, or other amounts in excess of
actual damages. The arbitrators' decisions shall be final and
binding upon the Parties. This arbitration is the exclusive
procedure for dispute remediation of this Agreement.
12. Confidentiality.
12.1. CONFIDENTIALITY. Each Party shall maintain the confidentiality
of any Confidential Information it receives from the other
Party, and, except as expressly permitted in this Agreement,
shall not disclose any such Confidential Information to third
parties. The Party receiving Confidential Information from the
other Party shall use at least the same degree of care to
maintain its confidentiality as it uses to maintain its own
Confidential Information.
12.2. NO USE WITHOUT CONSENT. The receiving Party shall not, except
in connection with this Agreement, directly or indirectly use
Confidential Information of the disclosing Party without the
prior written consent of such disclosing Party.
12.3. EXCEPTIONS. Notwithstanding the definition of Confidential
Information or any other provision of this Agreement, a
receiving Party shall not be required to treat any information
received from the other Party as Confidential Information if and
to the extent the receiving Party can establish by documentary
evidence that: (i) such information is or becomes generally
known or available by publication, commercial use or otherwise;
(ii) such information was known by the receiving Party at the
time of disclosure by the other Party and was not subject to any
obligation of confidence; (iii) such information is rightfully
communicated to the receiving Party by a third Party free of any
obligation of confidence; or (iv) such information was developed
by employees or agents of the receiving Party independently of
and without reference to Confidential Information of the other
Party.
12.4. DISCLOSURE PURSUANT TO JUDICIAL OR GOVERNMENTAL REQUEST. In the
event that the receiving Party is ordered to disclose the other
Party's Confidential Information pursuant to a judicial or
governmental request, requirement or order, such receiving Party
shall promptly, and in any event prior to disclosure, notify the
disclosing Party and take reasonable steps to assist such
disclosing Party in contesting such request, requirement or
order or in otherwise protecting that Party's rights.
12.5. EXPORT. Neither Party will export any Confidential Information
of the other Party except as permitted by the laws and
regulations of the United States and with the prior written
consent of the disclosing Party.
12.6. INJUNCTIVE RELIEF. Each Party hereby acknowledges that
unauthorized disclosure or use of Confidential Information of
the other Party could cause irreparable harm and significant
injury that may be difficult or impossible to quantify.
Accordingly, a disclosing Party shall have the might to seek and
obtain immediate injunctive relief from breaches of the
provisions of this Section 12, in addition to any other rights
and remedies it may have.
12.7. THIRD PARTY AGREEMENTS. Spectra shall permit an individual(s)
designated by Customer and approved by Spectra and bound by
Section 12.1 hereof to review Spectra's agreements with the
companies described in Section 4.2 hereof within thirty (30)
days following the execution hereof (unless previously reviewed
by such individual(s)).
12.8. SURVIVAL; EXPIRATION. The provisions of this Section 12 shall
survive the expiration or termination of this Agreement for a
period of five (5) years.
13. Force Majeure.
13.1. FORCE MAJEURE. Neither Party shall be responsible to the other
for failure to perform any of its obligations hereunder,
provided such failure shall be caused by an act of God, war,
riot, fire, explosion, flood, sabotage, inability to obtain fuel
or power, governmental laws, regulations or orders, failure or
destruction in whole or in part of machinery or equipment, or
any other cause beyond the reasonable control of either Party,
or labor trouble, strikes, lockout or injunction (whether or not
such labor event is within the reasonable control of either
Party). Agreed upon delivery schedules shall be considered
extended to a period of time not to exceed to the time lost
because of any delay excusable under this provision, except that
the offending Party shall use its reasonable efforts to minimize
such delays.
14. General.
14.1. ENTIRE AGREEMENT; WAIVERS. This Agreement constitutes the
entire agreement between the Parties hereto pertaining to the
subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the Parties with
respect to such subject matter. No waiver of any provision of
the Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), shall
constitute a continuing waiver unless otherwise expressly
provided nor shall be effective unless in writing and executed
(i) in the case of a waiver by Spectra, by Customer and (ii) in
the case of a waiver by Customer, by Spectra.
14.2. AMENDMENT OR MODIFICATION. The Parties hereto may not amend or
modify this Agreement except in such manner as may be agreed
upon by a written instrument executed by Spectra and Customer.
14.3. INDEPENDENT CONTRACTORS. The Parties agree that with respect to
the business arrangement contemplated herein they shall both be
acting as independent contractors and nothing herein contained
or contained in this Agreement shall constitute the Parties as
entering into a joint venture nor shall constitute either Party
as the agent for the other for any purposes whatsoever.
14.4. SEVERABILITY. In the event that any provision hereof would,
under applicable law, be invalid or unenforceable in any
respect, such provision shall (to the extent permitted under
applicable law) be construed by modifying or limiting it so as
to be valid and enforceable to the maximum extent compatible
with, and possible under, applicable law. The provisions hereof
are severable, and in the event any provision hereof should be
held invalid or unenforceable in any respect, it shall not
invalidate, render unenforceable or otherwise affect any other
provision hereof.
14.5. ASSIGNMENT; BINDING EFFECT. This Agreement may not be assigned
by either Party except to a third party in connection with the
sale of all or substantially all the assets and business of the
assigning Party or to a third party in connection with a merger
or consolidation of the assigning Party with such acquiring
Party that results in the exchange of a majority of the
outstanding shares of the assigning Party for securities or
other consideration issued or paid by such acquiring Party.
Notwithstanding the forgoing, Customer shall have the right to
assign this Agreement to a purchaser of its Rapid Prototyping
product line.
14.6. NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if in writing
and delivered personally or sent by telecopier (with a
subsequent confirmation by mail), Federal Express (or similar
courier service), or registered or certified mail, postage
prepaid, addressed as follows:
If to Spectra, to it at:
Spectra, Inc.
00X Xxxx Xxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Facsimile Number: 000-000-0000
Attention: Xxxxxx X. Xxxxxxxxx
Chief Financial Officer
If to Customer, to it at:
3D Systems Corporation
00000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: President
Unless otherwise specified herein, such notices or other
communications shall be deemed received (a) on the dated delivered,
if delivered personally, (b) two business days after being sent by
Federal Express or a similar courier service, if sent by Federal
Express or such similar courier service, (c) one business day after
being delivered, if delivered by telecopier and (d) three business
days after being sent, if sent by registered or certified mail. Each
of the Parties hereto shall be entitled to specify a different
address by giving notice as aforesaid to the other Party.
14.7. HEADINGS, ETC. Section and subsection headings are not to be
considered part of this Agreement, are included solely for
convenience, and not intended to be full or accurate
descriptions of the content thereof and shall not affect the
construction hereof. This Agreement shall be deemed to express
the mutual intent of the Partes, and no rule of strict
construction shall be applied against either Party.
14.8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute but one and the same
instrument.
14.9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California
applicable to contracts executed in and to be performed, in that
state, without giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws
of any other jurisdiction.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed, as of the date first above
written by their respective officers thereunto duly authorized.
SPECTRA, INC.
By: /s/ on 4/27/95
--------------------------------------------------------- ------------
its duly authorized CEO
-----------------------------------------
3D SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxx on 4/26/95
---------------------------------------------------------- -----------
its duly authorized CEO
-------------------------------------------
SPECTRA, INC. AND 3D SYSTEMS, INC.
LICENSE, DEVELOPMENT, AND OEM AGREEMENT
SCHEDULE 1: SPECIFICATIONS
SPECTRA, INC. AND 3D SYSTEMS, INC.
LICENSE, DEVELOPMENT, AND OEM AGREEMENT
SCHEDULE 2: DEVELOPMENT PROGRAM
DELIVERABLE PARTY DUE PAYMENT
------------------------------------- ------- ------- ------------
Specify formulation CONFIDENTIAL 3D 17 Jan.
INFORMATION OMITTED AND FILED 95
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Preliminary identification of 3 Both 22 Feb.
manufactures 95
------------------------------------- ------- ------- ------------
RFQ's to qualified suppliers. Both 28 Feb. CONFIDENTIAL
Confidentiality in place. 95 INFORMATION
OMITTED AND FILED
SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete reliability and compatibility Spectra 28 Feb. CONFIDENTIAL
study of CONFIDENTIAL INFORMATION 95 INFORMATION
OMITTED AND FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Place Alpha test order for Both 15 Mar. CONFIDENTIAL
CONFIDENTIAL INFORMATION OMITTED AND 95 INFORMATION
FILED SEPARATELY WITH THE SECURITIES OMITTED AND FILED
AND EXCHANGE COMMISSION w/mutually SEPARATELY WITH THE
agreed supplier (500lb) SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete reliability and compatibility Spectra 15 May CONFIDENTIAL
study of CONFIDENTIAL INFORMATION 95 INFORMATION
OMITTED AND FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete process evaluation of 3D 15 May
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete process evaluation (Beta) Both 15 May
units 95
------------------------------------- ------- ------- ------------
Specify CONFIDENTIAL INFORMATION 3D 15 May
OMITTED AND FILED SEPARATELY WITH THE 95
SECURITIES AND EXCHANGE COMMISSION
formulation
------------------------------------- ------- ------- ------------
Complete reliability and compatibility Spectra 15 June CONFIDENTIAL
study of CONFIDENTIAL INFORMATION 95 INFORMATION
OMITTED AND FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete evaluation of commercial Spectra 1 Jun.
order of CONFIDENTIAL INFORMATION 95
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
CONFIDENTIAL INFORMATION OMITTED AND Both 15 Jun.
FILED SEPARATELY WITH THE SECURITIES 95
AND EXCHANGE COMMISSION ready for
evaluation units
------------------------------------- ------- ------- ------------
Place Alpha test order for Both 01 July
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION w/mutually
agreed supplier
------------------------------------- ------- ------- ------------
Complete reliability and compatibility Spectra 30 July CONFIDENTIAL
study of CONFIDENTIAL INFORMATION 95 INFORMATION
OMITTED AND FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete process evaluation of 3D 30 July
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Place commercial order for Both 01 Aug.
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Specify CONFIDENTIAL INFORMATION 3D 15 Aug.
OMITTED AND FILED SEPARATELY WITH THE 95
SECURITIES AND EXCHANGE COMMISSION
formulation
------------------------------------- ------- ------- ------------
Complete reliability and compatibility Spectra 15 Sept. CONFIDENTIAL
study of CONFIDENTIAL INFORMATION 95 INFORMATION
OMITTED AND FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Place Alpha test order for Both 01 Oct.
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION w/mutually
agreed supplier
------------------------------------- ------- ------- ------------
Complete reliability and compatibility Spectra 15 July CONFIDENTIAL
study of CONFIDENTIAL INFORMATION 95 INFORMATION
OMITTED AND FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH THE
SECURITIES AND
EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Complete process evaluation of 3D 01 Dec.
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
Place commercial order for Both 15 Dec.
CONFIDENTIAL INFORMATION OMITTED AND 95
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION
------------------------------------- ------- ------- ------------
SPECTRA, INC. AND 3D SYSTEMS, INC.
LICENSE, DEVELOPMENT, AND OEM AGREEMENT
SCHEDULE 3: HARDWARE PRICING
PART NUMBER DESCRIPTION ORDER QTY. UNIT PRICE
----------------- ----------------- ----------------- -----------------
638-HEAD-32195 Commercial CONFIDENTIAL CONFIDENTIAL
Printhead INFORMATION INFORMATION
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
638-OHS-32195 Reservoir CONFIDENTIAL CONFIDENTIAL
Assembly INFORMATION INFORMATION
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
PR200-1OUT-638- Regulator CONFIDENTIAL CONFIDENTIAL
32195 Assembly INFORMATION INFORMATION
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
UM-008 Umbilical Ink CONFIDENTIAL CONFIDENTIAL
Tube INFORMATION INFORMATION
OMITTED AND FILED OMITTED AND FILED
SEPARATELY WITH SEPARATELY WITH
THE SECURITIES THE SECURITIES
AND EXCHANGE AND EXCHANGE
COMMISSION COMMISSION
SPECTRA, INC. AND 3D SYSTEMS, INC.
LICENSE, DEVELOPMENT, AND OEM AGREEMENT
SCHEDULE 4: PATENTS
Exhibit 1
[Illustration of Jet Printheads in Development]
