Exhibit 10.32
AMENDMENT ONE
TO
LICENSE AGREEMENT
This is an Amendment to an Agreement (the "Agreement") made as of 20 June, 1994
between SIDRABE, a Latvian corporation, having a principal place of business at
Riga, Latvia, (the "Licensor"), and XXXXXXXX, INC., a Minnesota corporation,
having a principal place of business at Northfield, Minnesota, (the "Licensee")
and is entered into as of September 14, 1994 by Licensor and Licensee.
1. Article II of the Agreement is amended by adding the following sections:
"SECTION 2.3 FURTHER LICENSE GRANT. The Licensor further hereby grants to
Licensee a nontransferable, exclusive, perpetual license to use Licensor's
technical information and other technology existing at the date hereof to put
metals with a thickness of 0.1 microns to 5 microns on flexible polymeric
substrates in order to produce and sell products, including without limitation
the ability to put active and passive electronic components on thin substrates.
"Metals" as used in this Section 2.3 include, without limitation, copper,
aluminum, chrome and lithium, and composites of one or more metals. "Products"
as used in this Section 2.3 include, without limitation, flexible composites of
metals and films, flexible printed circuits, Multichip Modules, single and
several chip packages, batteries and displays for use within the electrical
interconnect industry.
SECTION 2.4 FUTURE DEVELOPMENTS. If Licensor shall develop new technical
information and technology of the kind described in Section 2.3 (as
distinguished from modifications and improvements of such technical information
and technology existing at the date hereof), Licensor will first offer the right
to License such technical information and technology to Licensee for use in the
production and sale of products within the electrical interconnect industry. If
within 90 days after Licensor has notified Licensee in writing of the new
development Licensee advises Licensor of Licensee's interest in the further
license, the parties will negotiate in good faith to agree upon a commercially
reasonable License Agreement covering the new technical information and
technology.
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SECTION 2.5 INTERCHANGE OF INFORMATION. To assure a continuous and free
interchange of information concerning Licensor Improvements, Licensee
Improvements and new technical information and technology developments, the
parties hereby establish a Joint Technical Advisory Board made up of two
technically trained and experienced employees from each party. The Joint
Technical Advisory Board shall meet not less than two times each year. At those
meetings the parties shall advise each other thoroughly regarding Licensor
Improvements, Licensee Improvements and new technical information and technology
improvements since the preceding meeting. Neither party shall be obligated to
disclose information to the other party if (i) the information was provided by
an independent third party subject to a nondisclosure or confidentiality
agreement or (ii) restrictions on disclosure of the information exist by virtue
of other agreements to which the party having the information is bound."
2. Section 4.0 of the Agreement is amended to read as follows:
"SECTION 4.0 LUMP SUM PAYMENTS. In consideration of the Licensor's
furnishing the Technical Information and services to the Licensee relating to
the Licensed Products as set forth in Article III and for the licenses granted
to the Licensee under Section 2.1 and as may be granted pursuant to Section 3.7,
the Licensee shall pay to the Licensor an annual licensing fee of $50,000. For
the year of 1994 this fee shall be payable at the rate of $10,000 per week for
five weeks, the first payment of $10,000 being made upon the execution date of
this Agreement with all subsequent annual payments of $50,000 being paid in a
lump sum on each subsequent January 15, beginning on January 15, 1995, and
continuing throughout the term of this Agreement. However, the entire License
Fee will become immediately due and payable upon the Licensor's termination of
this agreement under Article IX.
In consideration of the Licensor's furnishing technical information and
services to the Licensee relating to technical information and technology
described in Section 2.3 and for the license granted to the Licensee under
Section 2.3, the Licensee shall pay to Licensor the following licensing fees:
$100,000 at the execution of this Amendment, receipt
of which is acknowledged by Licensor;
$50,000 on February 1, 1995;
$50,000 on August 1, 1995; and
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An amount equal to 3% of the sales by Xxxxxxxx of materials
manufactured by Licensee using Licensor's technology described in Section
2.3, up to a maximum of $10,000,000 of such sales (a maximum of $300,000 in
additional licensing fees). Payment of such amount shall be made annually
on or before March 1 for sales made during the preceding calendar year.
That license fees provided in this Section 4.0 shall be paid in United
States currency by money transfer to the following account of the Licensor:
XXXXXXX X/X, XXXXXXXXX XXXXX 0-0, XXXXXXXXXX, DK-1786 COPENHAGEN V, DENMARK
FOR RIGA BANK ACCOUNT NO. 5005568953 IN FAVOR OF A/P "SIDRABE" ACCOUNT NO.
0000000."
3. The rights, obligations, representations and commitments of the parties
relating to the Technical Information and Licensed Products set forth in
Articles III, V, VI, VII and VIII of the Agreement shall in all respects extend
to and be applicable to the license granted in, and the technical information
and technology described in, Section 2.3.
4. Except as set forth in this Amendment, the Agreement shall continue in full
force and effect.
EXECUTION
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In consideration of the foregoing terms and conditions, Licensor and Licensee
have executed this Amendment as of the date first written above.
SIDRABE
By /s/ Xxxxx Xxxxx
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Its President
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XXXXXXXX, INC.
By /s/ Xxxx X. Xxxxxx
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Its Vice President - Europe
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