Agreement on the Transfer of Distribution Rights between
ICT Integrated Circuit Testing
Gesellschaft fur Halbleiterpruftechnik mbH,
EBETECH Electron-Beam Technology Vertriebs GmbH
and
MRS Technology Inc., Chelmsford, Massachusetts, USA
Preamble
According to the Business Agreement as of 19 October 1994 between ICT
Intetegrated Circuit Testing Gesellschaft fur Halbleiterpruftechnik mbH
("ICT") and MRS Technology, Inc. ("MRS") ICT has sold to MRS distribution
rights for electronbeam components and systems for the Flat Panel Display
and Multi-chip module production developed by ICT and MRS (Supply,
Distribution and Licensing Agreement). According to the shareholders'
resolution in the Memorandum of Understanding as of 3 July 1995 these
distribution rights have been extended under Clause 6 of the Memorandum of
Understanding.
This Agreement is based on the Business Agreement as of 19 October 1994 as
well as the Memorandum of Understanding as of 3 July 1995.
25. September 1996
CR/bre/win/M
Section 1 Transfer of Distribution Rights
The parties agree that the distribution rights sold to MRS, described in
the "Supply, Distribution and Licensing Agreement" as of 19 October 1994
in more detail, are transferred to EBETECH Eletron-Beam Technology
Vertriebs GmbH ("EBETECH") according to the conditions stipulated in the
contracts as of 19 October 1994 and in the Memorandum of Understanding as
of 3 July 1995, unless this Agreement determined anything to the contrary.
The Business Agreement concluded between ICT and MRS is, therefore,
amended that with effect of this Agreement EBETECH is the holder of the
distribution rights for the elctron beam components and systems for the
Flat Panel Display and Multichip module production.
Section 2 Purchase Price
For the transfer of the distribution rights including the extention by the
Memorandum of Understanding MRS shall receive a purchase price of DM
210,000.00 (In words: Deutsche Xxxx two hundred and ten thousand). The
amount shall not be immediately due for payment.
Section 3 Maturity
The amount shall be due for payment on the following alternative
preconditions:
a) EBETECH sells one or two of the 2 "LCD testers"; in this case 50% of
the liability arising from this contract under section 2 will fall due,
i.e. EBETECH will pay 50% of the purchase price under section 2 to MRS
within 10 days cash is received by EBETECH.
b) The shares in EBETECH are transferred to a third party. In this case
the total purchase price (less any payments made under Section 3 a) for
the transfer of the distribution rights under section 2 must be assumed by
the buyer of the shares in EBETECH and paid by EBETECH to MRS.
Section 4 Consent
The consent to the transfer of Business Agreement between ICT and MRS as
of October 19, 1994 including all rights involved to EBETECH is granted.
Section 5 Miscellaneous
Should some of the provisions of this agreement be ineffective or not
feasible, this shall not affect the effectiveness and feasibility of the
other provisions as a whole. The ineffective or not feasible provisions
shall be replaced by such provisions which come closest to the economic
purpose to the ineffective or not feasible provisions.
25.September 1996
CR/bre/win/M
Munich/Chelmsford this 26 day of September 1996.
/s/Xx. Xxxx-Xxxxx Xxxxxxxxx
ICT Integrated Circuit Testing
Gesellschaft fur Halbleiterpruftachnik
mbH
/s/Xxxxx Xxxxxxx
ICT Integrated Circuit Testing
Gesellschaft fur Halbleiterpruftachnik
mbH
/s/Xx. Xxxxxxx
EBETECH Electron-Beam Technology
Vertriebs GmbH
/s/Xxxxxxx Xxxx
EBETECH Electron-Beam Technology
Vertriebs GmbH
/s/Xxxx X.Xxxxxx
MRS Technology, Inc., Chelmsford
25.September 1996
CR/bre/win/M
