Amendment to Master OEM Agreement between Hewlett-Packard Company and Stratasys, INC

Exhibit 10.1

Amendment to Master OEM Agreement between Hewlett-Packard Company and Stratasys, INC

This Amendment to Master OEM Agreement (this “Agreement”) is entered as of October 1st, 2011 (the “Effective Date”), by and between HEWLETT-PACKARD COMPANY, a US corporation organized under the laws of the State of Delaware, whose principal place of business is 0000 Xxxxxxx Xx., Xxxx Xxxx, XX 00000 (“HP”), as negotiated and to be managed by HP’s wide format printing subsidiary, HEWLETT PACKARD ESPAÑOLA, S.L. a Spanish company, with its principal place of business located at Xxxx xx Xxx Xxxxxxx, 0-00, 00000 XxxxXxxxx xxx Xxxxxx, Xxxxxxxxx, Xxxxx and STRATASYS, INC., a US corporation organized under the laws of the State of Delaware, whose principal place of business is located at 0000 Xxxxxxxx Xxx, Xxxx Xxxxxxx, XX 00000, XXX (“STRATASYS”).

     HP and STRATASYS have expressly agreed to modify, change and /or amend the terms and Sections here below mentioned:

RECITALS AND OVERVIEW: The following is added to Recitals and Overview: The Parties acknowledge that the commercial opportunity within the 3D Printing market described in this Agreement requires of a longer learning curve within the Territory established which has implied the redefinition of expectations as reflected in this Amendment. Notwithstanding, both Parties understand that within the restudied scope it is still a valid business proposition.

1.-Section 3 SCOPE: Clause 3.01 paragraphs 2, 3 and 4 are deleted.

2.-Section 4 EXCLUSIVE RELATIONSHIP: Last paragraph of Clause 4.01 is hereby deleted.

3.-Section 19.01 Marketing Authority. Communications will have the below wording:

Marketing Authority Communications. HP shall have the sole authority and responsibility to market and resell the Products to the extent it deems appropriate, and in its sole discretion.

4.-Section 22 TRANSFER PRICE REVIEW will have the following wording:

22.01. Procedures: ***, the Parties agree to review transfer prices.

5.-Section 29. New Products Negotiations: Section 29 will read as follows:

29.01 Proposed Products for the *** Market Segment. ***, the Parties, agree to meet in good faith to negotiate further exclusivity permitting marketing, manufacture and sale of proposed products for the *** Market Segment to HP. Such exclusivity shall be pending on (i) ***; (ii) ***; (iii) ***; (iv) ***; and (v) ***.

/s/ S. Xxxxx Xxxxx /s/ X. Xxxxxxxx

 

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Redacted portions have been filed separately with the Securities and Exchange Commission.

     6.-Section 30.11 is hereby deleted.

7.-Attachment 6 is deleted.

8.-Attachment 5 is worded as follows:

“The Territory is Germany, Italy, Spain, France, United Kingdom. It is HP’s intention to start selling in Austria, Switzerland and Ireland as of November 1st, 2011”.

8. -Attachment 10 is deleted.

9. -Attachment 4 is modified with the following content:

***

By and between,

STRATASYS, INC		HEWLETT PACKARD COMPANY
		In the name of Xxxxxxxx Xxxxxx
		/s/ X. Xxxxxxxx
		Xxxxxxxx Xxxxxxxx
		“NEW BUSINESS DEVELOPMENT MANAGER”
/s/ S. Xxxxx Xxxxx
Name: Xxxxx Xxxxx		Name: Xxxxxxxx Xxxxxx
CEO		VP & General Manager Designjet LFP

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Redacted portions have been filed separately with the Securities and Exchange Commission.