EXHIBIT 10.31
SETTLEMENT AGREEMENT (the "Settlement Agreement") dated June 12, 1998 by
and among the parties and with reference to the facts listed and set forth
below:
1. Parties
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The parties to this Settlement Agreement (the "Parties") are:
1. General Scanning Inc., a Massachusetts corporation ("GSI")
2. Robotic Vision Systems, Inc., a Delaware corporation ("RVSI")
2. Background Facts
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A. On or about August 27, 1996, GSI acquired View Engineering, Inc.
("View").
B. On or about August 5, 1996, RVSI filed an action in the United
States District Court for the Eastern District of New York, bearing USDC Case
No. 96-3884 claiming, among other matters, that GSI improperly obtained
proprietary information from RVSI for the purpose of acquiring View and
thwarting RVSI's attempts to acquire View (the "New York Action"). GSI has
denied all such claims.
C. Prior to the commencement of the New York Action, on or about
March 24, 1995 View filed a complaint against RVSI in the United States District
Court for the Central District of California, bearing USDC Case No. 95-1882.
D. On or about October 31, 1995 RVSI filed a complaint against View
for patent infringement in the United States District Court for the Central
District of California, bearing USDC Case No. 95-7441.
E. On or about April 1, 1996 RVSI filed a complaint against View for
patent infringement in the United States District Court for the Central
District of California, bearing USDC Case No. 96-2288.
F. The actions and disputes referred to in paragraphs C, D and E
above, including, without limitation, the claims of infringement and liabilities
stemming therefrom, are outside the scope of this Settlement Agreement, and
shall not be affected by this Settlement Agreement.
G. The Parties desire to resolve, settle and release and discharge
each other, from and to terminate the litigation of the New York Action; and to
resolve differences with respect to the subject of the New York Action by RVSI's
acquisition from GSI of an exclusive license and a non-competition agreement,
all as more particularly set forth herein. Accordingly, the Parties hereby each
agree to perform the provisions of this Settlement Agreement as set forth
beginning in Section 3 below.
3. GSI License.
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GSI hereby grants to RVSI a paid-up worldwide license (with the right
to sub-license to others subject to the terms and
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conditions of this Settlement Agreement) for a term of ten (10) years, to the
exclusion of all others, including GSI (except as provided in Section 4 hereof),
to use solely in the Prohibited Business Activity (as defined in Section 4(a))
all of GSI's 2-dimensional and 3-dimensional laser scanning technology,
including without limitation all of its patents, patent applications, unpatented
inventions, know how, designs, computer programs, source and object codes,
processes, formulas, mask works, trade secrets and other confidential and
proprietary information including, without limitation, all parts lists, product
specifications, drawings, business records (including, without limitation,
contracts with suppliers), customer lists and all other intangible property to
the extent presently used or contemplated to be used, either indirectly or
directly, by GSI in the Prohibited Business Activity, together with all
improvements, modifications, enhancements and changes thereto developed after
the date hereof by GSI for or useable in the Prohibited Business Activity
(hereinafter, collectively, the "GSI Intellectual Property"). As to any patent
comprising part of the GSI Intellectual Property, the duration of the license
granted under this Section 3 shall be co-extensive with the life of the patent
(which may be before or beyond the expiry of ten years from the date hereof).
The exclusive license granted hereby (i) may be terminated by GSI by notice to
RVSI during any period of time that there is a default in payment (continuing
for 15 days after written notice) under the Note (as hereinafter defined) and
(ii) may be terminated by
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GSI in the event RVSI is adjudicated bankrupt or voluntarily files a petition
for relief under Federal or state bankruptcy laws.
4. Non-Competition.
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(a) Except as set forth in Sections 6, 10.1, 10.5 and 10.10
hereof, GSI agrees that, for a period of ten (10) years from and after the date
hereof, GSI shall not knowingly engage in any aspect of the business of
providing systems and products for inspection of semiconductor packages and
wafers including but not limited to the inspection of xxxx defect, package
defect, leads, pins, balls, bumps, wafer defects (solely at the ball or bump
attach inspection process step and for final pre-shipment inspection), and all
other present and future device interconnection methods on all present and
future semiconductor packages and wafers (such business being hereinafter
referred to as the "Prohibited Business Activity"), either directly or
indirectly, whether as a principal, agent, independent contractor, consultant,
employer or advisor or in any other position or capacity, or, directly or
indirectly, knowingly facilitate the efforts of any person or entity to engage
in any aspect of the Prohibited Business Activity, or acquire a direct or
indirect ownership interest in or otherwise conduct (whether as stockholder,
partner, investor, joint venturer, or as owner of any other type of interest),
in any Prohibited Business Activity; provided, however, that this clause shall
not prohibit (i) GSI from being the owner of up to 1% of any class of
outstanding securities of any entity other
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than RVSI if such class of securities is publicly traded; (ii) GSI's capability
to perform package visual inspection of semiconductor components or wafers
integrated with and marked by GSI's manufactured laser markers, laser trimmers
and memory repair; (iii) GSI's sales of metrology systems using applications
(including wafers) implemented on GSI's Voyager series of general purpose
measurement systems and successor functionally equivalent systems which do not
have handling automation systems for the Prohibited Business Activity; and (iv)
beam steering technology, components and subsystems outside the Prohibited
Business Activity, and within the Prohibited Business Activity so long as GSI's
Activities are limited to normal beam steering technology, component and
subsystems specification performance assistance which activities shall not be
deemed to be "knowing facilitation."
(b) GSI recognizes that the covenants of GSI contained in this
Section are an essential part of this Agreement and that, but for the agreement
of GSI to comply with such covenants, RVSI would not have entered into this
Agreement. GSI acknowledges and agrees that such GSI covenant not to compete is
necessary to RVSI's business and RVSI if GSI engages in the Prohibited Business
Activity. Injunctive relief shall be available to RVSI for breach of GSI's
covenants set forth in this Section.
(c) The covenants of GSI contained in this Section may be terminated
by GSI by notice to RVSI during any period of time that there is a default in
payment (continuing for 15 days after written notice) under the Note.
5. RVSI Payment
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In consideration for the grant by GSI of the exclusive license
referred to in Section 3 and the non-competition covenant set forth in Section
4(a), RVSI hereby pays to GSI an aggregate
of three million seven hundred fifty thousand dollars ($3,750,000), $2,250,000
of which shall be represented by a five-year subordinated promissory note of
RVSI in the principal amount of $2,250,000 payable to GSI in the form set forth
in Schedule 5 hereof (the "Note") and $1,500,000 of which shall be represented
by such number of shares of common stock, par value $.01 per share, of RVSI
("Common Stock") having a value of $1,500,000, valued for this purpose at the
average of the per share closing prices for the ten trading days ending on the
day preceding the date of this Settlement Agreement (delivery of the certificate
representing the RVSI Stock shall be made within three business days of the date
hereof). Payment of the Note shall be subordinated to the outstanding
indebtedness of RVSI for money borrowed (whether outstanding on the date hereof
or hereafter incurred) (collectively "Senior Indebtedness"). Upon the request of
any holder of Senior Indebtedness, GSI agrees to enter into a subordination
agreement with such holder in customary form.
6. Non-Assumption of Liabilities
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Liabilities pertaining to GSI's engagement in the Prohibited Business
Activity existing prior to the date of this Settlement Agreement, as well as
those liabilities which shall be incurred by GSI engaging in those activities
subsequent to the date of this Settlement Agreement sanctioned by Section 10.5
hereof, are not being transferred to RVSI nor are any such liabilities being
assumed by RVSI. GSI shall retain and satisfy
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all such liabilities (whether incurred on or before the date of this Agreement)
including, without limitation, all ongoing warranty and service obligations
(including the purchase and sale of spare parts). RVSI agrees that it shall not
knowingly interfere with GSI in its satisfaction of such obligations.
For the existing XXX Xxxxx 000-000 xxxxxxx, XXX agrees, within twenty
(20) days from the date of this Settlement Agreement, to provide written
information to RVSI as to such backlog and that RVSI may contact GSI's customers
with the objective of having such customers purchase a substitute RVSI system in
lieu of the GSI model 880-300.
7. REPRESENTATIONS AND WARRANTIES OF EACH PARTY
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Each Party represents and warrants to the other as of the date of this
Agreement as follows:
A. Authority, Validity; Absence of Conflicts. Each Party has all
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requisite power, authority and capacity to enter into this Agreement and all
other agreements, certificates and documents contemplated hereby to which such
Party is to be a signatory, to consummate the transactions contemplated hereby
and to perform such Party's obligations hereunder or thereunder. This Agreement
has been duly authorized, executed and delivered by such Party and constitutes
the valid and legally binding agreement and obligation of such Party,
enforceable against such Party in accordance with its terms. No approval of the
shareholders of such Party is required for its execution,
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delivery and performance of this Agreement. Upon execution and delivery of the
agreements, certificates or other documents contemplated hereby to be executed
by such Party, such agreements, certificates or documents will be enforceable
against such Party in accordance with their respective terms. The execution and
delivery by such Party of this Agreement does not, and the execution and
delivery by such Party of the agreements, certificates and other documents
contemplated hereby and the consummation by such Party of the transactions
contemplated hereby will not, violate any provision of, result in the
acceleration of any obligation under or constitute a default under, any loan
agreement, indenture, lease, mortgage, deed of trust, financing statement,
contract, instrument or any other commitment or agreement of any kind to which
such Party is a signatory or is otherwise bound (other than with respect to RVSI
as set forth in Section 11.3).
8. REPRESENTATIONS OF GSI
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GSI represents and warrants to RVSI as follows:
8.1 Ownership of GSI Intellectual Property. To the best of its
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knowledge, GSI owns the GSI Intellectual Property free and clear of all liens,
claims and encumbrances other than the license granted to RVSI pursuant to
Section 3.
8.2 Purchase of RVSI Stock. GSI is the sole purchaser of the RVSI
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Stock, and acknowledges that the RVSI Stock has not been registered under the
Securities Act. GSI further
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represents that it is acquiring the RVSI Stock for investment purposes only and
not with a view to a public distribution thereof.
8.3 No Prior Assignment of Intellectual Property. With the exception
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of the license granted to RVSI pursuant to Section 3(a), it has not licensed
(nor shall it license) any other person to use any GSI Intellectual Property in
the Prohibited Business Activity.
9. REPRESENTATIONS OF RVSI
-----------------------
RVSI represents and warrants to GSI as follows:
9.1 Valid Issuance. The RVSI Stock has been duly authorized and,
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upon issuance in accordance with the terms hereof, such RVSI Stock will be
validly issued, fully paid and non-assessable.
9.2 Binding Obligation. The Note has been duly authorized and, upon
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issuance, shall constitute the legal, valid and binding obligation of RVSI
enforceable in accordance with its terms.
10. COVENANTS OF GSI
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10.1. Consignment Shipment. In furtherance of the exclusive worldwide
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license granted to RVSI pursuant to Section 3(a) hereof, GSI agrees to ship on a
consignment basis, at GSI's expense, to RVSI at its office in Hauppauge, Long
Island, approximately thirty (30) calendar days after the date hereof,
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for inspection, evaluation, education and review purposes the following GSI
systems:
one model 880-200 with handler
one model 880-300 with handler (in whatever the current, most advanced
condition available)
one model 890 with handler (delivery, 60-90 days)
Such systems shall be shipped at GSI's expense and shall be returned to GSI
within three years at RVSI's expense. GSI shall conduct its standard factory
acceptance tests for each of the consigned systems excluding the model 880-300.
At its expense, GSI shall provide standard one year warranty service for each of
the consigned systems (other than the model 880-300), including payment of
travel expenses. For the balance of the consignment period, GSI shall provide
service on the consigned machines (other than unique features and software of
model 880-300) at RVSI's expense, including payment of travel expenses, in
accordance with the provisions of Section 10.2. RVSI shall afford GSI reasonable
access to the consigned systems to the extent necessary for GSI to provide
warranty service to others (on reasonable advance notice and during normal
business hours).
10.2. Access to Personnel. In furtherance of the exclusive
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worldwide license granted to RVSI pursuant to Section 3(a) hereof, GSI at its
expense agrees to provide to RVSI, on reasonable advance notice (in the case of
in-person or face-to-face contact) and during normal business hours, during the
12 month period commencing on the date hereof access to GSI
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technical, engineering and marketing personnel (to the extent still employed by
GSI) knowledgeable as to the Prohibited Business Activity and the GSI
Intellectual Property in an amount equivalent to one man year of such persons'
time (e.g. 20 hours per week access to two employees for twelve months or the
equivalent) to enable RVSI to better understand the GSI Intellectual Property
licensed to it (travel expenses shall be paid for by RVSI). If RVSI desires
access to such employees beyond one man year or beyond the expiration of such 12
month period, it shall compensate GSI for the time of such employees at an
amount equal to (i) in the case of up to the first additional man year, 50% of
the direct hourly wages of such employees plus travel expenses and (ii)
thereafter equal to 150% of the direct hourly wages of such employees plus
travel expenses. Within fifteen (15) calendar days of the date hereof, GSI
agrees to provide RVSI with a list of such technical, engineering and marketing
personnel, including phone numbers and business addresses (which list shall
include at least two engineering and two marketing and sales personnel). RVSI
and GSI shall establish a mutually approved voucher system for GSI personnel
provided pursuant to this Section 10.2.
10.3. Right to Offer Employment. GSI agrees that RVSI, within the six
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month period commencing on the date hereof, shall have the right to offer
employment to any employee of GSI who at any time, within the twelve month
period preceding the date hereof, was employed primarily in the Prohibited
Business
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Activity. GSI agrees that any such employee, at such employee's discretion, may
accept employment with RVSI even if he or she has a pre-existing employment
contract with GSI or a subsidiary thereof. Nothing herein shall affect the
obligations of any such person under pre-existing non-disclosure or
confidentiality agreements with GSI.
10.4 Additional Documents. From time to time upon request by RVSI,
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GSI, at its own expense, shall execute and deliver to RVSI all further writings
and documents as RVSI may reasonably request for the purposes of evidencing and
recording the license under Section 3(a).
10.5 Permitted Sales. Subsequent to the date of this Agreement, the
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Parties agree that, regardless of the provisions of Section 3 and Section 4 of
this Agreement, GSI shall be permitted to make the following sales of semi-
conductor inspection systems in the Prohibited Business Activity:
(1) to the purchasers under firm purchase orders accepted prior to the
date of this Settlement Agreement, for the purchase of 5 Model 890
systems.
(2) To Shinkawa, 3 Model 880-200 systems under purchase orders accepted
prior to the date of this Settlement Agreement.
(3) To Shinkawa, under purchase orders accepted for units to be shipped by
GSI prior to DEc. 5, 1998, additional Model 880-200 systems at
substantially the same price as those units under Section 10.5(2)
above.
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(4) Within 90 days from the date of this Agreement, at the option of GSI, GSI
may sell and RVSI shall purchase up to 20 complete sets of Atrium handlers
for the model 880-200 system at a price of $5,000 per set.
(5) GSI shall permitted to fill purchase orders for ICOS lead inspection based
systems accepted by the date of this Settlement Agreement by the Real Tech
Division of GSI.
Other than the sale of systems referred to above in this Section and sales of
spare parts (exclusive of system upgrades unless furnished pursuant to a firm
purchase order accepted by the date hereof), as contemplated by Section 6 above,
GSI agrees that, after the date hereto, it shall not sell any system or
equipment for use in the Prohibited Business Activity. GSI agrees that RVSI may
contact all purchasers named above subsequent to the date hereof. With respect
to any ICOS lead inspection inventory (exclusive of demonstration, engineering
or used units) physically held by the Reel Tech Division on the date hereof and
not subject to firm purchase orders, GSI shall provide RVSI with a list of such
ICOS lead inspection inventory, including model numbers and quantities within
twenty days of the date of hereof. RVSI shall have the option, on notice to GSI,
either to purchase such ICOS inventory of Reel Tech at Reel Tech's cost or
permit Reel Tech to incorporate such ICOS inventory into Reel Tech products and
then sell such products
10.6 Copies of Purchase Orders. Within 30 days of request by RVSI,
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GSI shall provide to RVSI copies of all purchase orders (inclusive of equipment
performance guarantees) relating to sales in the Prohibited Business Activity of
its semiconductor package inspection machines and systems prior to the date of
this Settlement Agreement, as well as all sales of systems pursuant to Section
10.5.
10.7 Sale of Scanner Heads. At RVSI's option, upon reasonable prior
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notice during the two year period commencing on the date hereof, GSI agrees to
sell to RVSI scanner heads for use solely in the Prohibited Business Activity,
at GSI's direct cost plus 45%, in such reasonable quantities as RVSI may specify
from time to time, including any available upgrades and product improvements.
10.8 Vision Modules. Subsequent to the date hereof, the Parties
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agree to negotiate in good faith and use their best efforts to enter into a
supply agreement for the sale by RVSI of vision modules to GSI for use by GSI's
Reel Tech Division for inspection of laser markings.
10.9 Periodic Reports. On a monthly basis, GSI shall provide RVSI
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with a detailed written report of service calls in the preceding calendar month
identifying the customer, model and nature of service call (to the extent GSI is
still providing service).
10.10 Supply Contracts. As to those agreements which require GSI to
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supply semiconductor package inspection machines
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and systems to shinkawa and other third parties subsequent to the date of this
Settlement Agreement, which GSI cannot terminate, RVSI will have the option
either to assume GSI's obligations and liabilities thereunder or agree to allow
GSI to complete said existing agreements in accordance with their terms. GSI
covenants that it shall not extend the term, or permit the term to be extended,
of any existing sales or distribution agreement it has with third parties for
the sale of semiconductor package inspection machines and systems included in
the Prohibited Business Activity.
11. COVENANTS OF RVSI
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11.1 Registration Statement. Within thirty (30) days following the
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date of this Agreement, RVSI file a registration statement on Form S-3 under the
Securities Act covering the RVSI Stock and shall thereafter use its best
efforts to have such registration statement declared effective. RVSI shall
provide a draft of the proposed Form S-3 to GSI within twenty (20) days
following the date of this Agreement.
11.2 Non-Competition.
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(a) RVSI agrees that RVSI shall not knowingly engage in any
aspect of the business of providing systems and products for use in solder paste
inspection business (except that RVSI may engage in solder paste inspection on
components or wafers on an integrated system for ball attach) or post placement
verification on pre-reflow PCBs (except that RVSI may engage in vision
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guided component placement of any kind) and with respect to post-reflow PCBs
RVSI shall not use the GSI Intellectual Property ("Precluded Business
Activity"), either directly or indirectly, whether as a principal, agent,
independent contractor, consultant, employer or advisor or in any other position
or capacity, or, directly or indirectly, knowingly facilitate the efforts of any
person or entity to engage in any aspect of the Precluded Business Activity, or
acquire a direct or indirect ownership interest in or otherwise conduct (whether
as stockholder, partner, investor, joint venturer, or as owner of any other type
of interest), in any Precluded Business Activity; provided, however, that this
clause shall not prohibit RVSI from being the owner of up to 1% of any class of
outstanding securities of any entity if such class of securities is publicly
traded. At any time subsequent to three (3) years from the date hereof, by
notice to GSI, RVSI may notify GSI that it intends to enter into a business
competitive with the Precluded Business Activity. In such event, RVSI's covenant
contained in this Section shall expire and lapse on the second anniversary of
such notice.
(b) RVSI recognizes that the covenants of RVSI contained in this
Section are an essential part of this Agreement and that, but for the agreement
of RVSI to comply with such covenants, GSI would not have entered into this
Agreement. RVSI acknowledges and agrees that such RVSI covenant not to compete
is necessary to ensure the continuation of GSI's solder paste inspection and
post placement business and the reputation of such business and that irrevocable
harm and damage will be done to
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such business and GSI if RVSI competes with either or both of them. Injunctive
relief shall be available to GSI for breach of RVSI's covenants set forth in
this Section.
11.3 Issuance of Additional Common Stock. The consent of the banks
-----------------------------------
that are parties to RVSI's multi-bank credit agreement is required for RVSI's
incurrence of the indebtedness represented by the Note. If the consent of said
banks is not obtained by the close of business on June 19, 1998, RVSI agrees
with GSI that, in exchange for the Note, it shall issue to GSI such number of
shares of Common Stock as have a value of $2,250,000, valued in the manner set
forth in Section 5 of this Settlement Agreement. Such shares of Common Stock
shall be acquired by GSI in accordance with Section 8.2 and shall entitled to
the benefit of Section 11.1.
12. NON-DISPARAGEMENT
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There shall be no disparagement by either Party against the other
Party or any business run by either such Party.
13. DELIVERY OF MUTUAL RELEASES
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The Parties, concurrently with the delivery of this Settlement
Agreement, shall each execute and deliver to the other a release, in the forms
set forth on Schedules 13A and B hereto, releasing each other from all claims in
connection with the New York Action other than such agreements and covenants as
are set forth in this Settlement Agreement.
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14. PRESS RELEASE
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The Parties agree to cooperate with respect to the issuance of a joint
press release, in the form attached, to be issued as promptly as practicable
following the date of this Settlement Agreement but in no event prior to 8 a.m.,
New York City time, on Monday, June 15, 1998 or later than 9 a.m., New York City
time, on Monday, June 15, 1998.
15. SURVIVAL
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The covenants of the Parties shall survive the execution and delivery
of this Settlement Agreement.
16. ENTIRE AGREEMENT
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This Settlement Agreement and its exhibits and documents executed
pursuant hereto, contains and sets forth the entire understanding between the
Parties with respect to its subject matter, and there are no representations,
promises, warranties, covenants or undertakings other than those expressly set
forth herein. Each Party hereto expressly disclaims having entered into this
agreement by reason of any promise, statement, representation, warranty,
covenant or undertaking other than those expressly set forth herein. This
agreement supersedes any and all previous agreements and understandings between
the Parties hereto with respect to this subject matter. All previous agreements
between the Parties (if any), whether oral or written, are merged in this
agreement. It is expressly understood and
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agreed that this agreement may not be altered, amended, modified or otherwise
changed in any respect whatsoever except by a writing duly executed by the
Parties or their authorized representatives. The Parties acknowledge and agree
that they will make no claim at any time or place that this agreement has been
orally altered or modified in any respect whatsoever. This agreement is not
effective until it has been fully executed and delivered by all the Parties.
17. NOTICES
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Any notice required or permitted to be sent hereunder shall be
sufficient if sent by any form of mail requiring a signed receipt, by next day
courier service, or by fax, addressed as follows:
If to GSI: General Scanning Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
If to RVSI: Robotic Vision Systems, Inc.
0 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: President
with a copy to Xxx Xxxxxxx, Esq., Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx,
P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; fax number (000) 000-0000.
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18. EQUITABLE REMEDIES
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The parties explicitly agree that the equitable remedies of specific
performance and injunctive relief should be available remedies in the event of a
breach of any provision of this Agreement.
19. COUNTERPARTS
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This Settlement Agreement and all documents executed in connection
therewith, may be executed in one or more counterparts, each of which shall
constitute a duplicate of the original, and which together shall constitute one
document.
20. GOVERNING LAW
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This Settlement Agreement shall be interpreted pursuant to the laws
of the State of New York, without reference to that state's conflict of laws
provisions.
21. REQUEST FOR SEALING OF RECORD
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RVSI agrees not to oppose any request GSI makes to the court to seal
the record of proceedings in the New York Action.
22. DISMISSAL OF NEW YORK ACTION AND RESOLUTION OF DISPUTES
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The Parties agree to dismiss the New York Action with prejudice by
filing a stipulation in the form set forth in Schedule 22 hereto; provided,
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however, that the dismissal of the New York Action shall be contingent upon the
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United States
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Xxxxxxxx Xxxxx for the Eastern District of New York (Hon. Xxxx Xxxxxxx)
retaining jurisdiction over the New York Action for purposes of enforcing this
Settlement Agreement. The Parties further agree that all disputes arising out of
this Settlement Agreement or the performance thereof, shall be resolved by such
court and the parties consent to the exclusive jurisdiction of such court for
such purposes.
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IN WITNESS WHEREOF, the Parties hereto have executed this Settlement
Agreement as of the date first above written.
GENERAL SCANNING INC. ROBOTIC VISION SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx Xxx X. Xxxxx
President and Chief President and Chief
Executive Officer Executive Officer
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Schedule 5
PROMISSORY NOTE
$2,250,000 June 12, 1998
For value received, the undersigned, Robotic Vision Systems, Inc., a Delaware
corporation ("Payor"), hereby promises to pay to General Scanning Inc., a
Massachusetts corporation (the "Holder"), the principal sum of $2,250,000
("Principal Sum") together with interest on the unpaid portion of said Principal
Sum at a fluctuating interest rate equal to the prime rate of interest (as
reported in The Wall Street Journal), with interest only payable
quarter-annually on the 12/th/ day of March, June, September and December in
each year, commencing September 12, 1998. Installments of principal in the
amount of $281,250 each, shall be payable quarter-annually commencing on
September 12, 2001. All amounts owing under this Note shall be due and payable
on June 12, 2003.
This Promissory Note is the promissory note of Payor referred to in that certain
Settlement Agreement dated June 12, 1998 between Payor and Holder, and is
subject to all the terms and conditions of said Settlement Agreement.
The Holder may accelerate the maturity of this Note upon the failure, continued
for fifteen days after notice, of Payor to make any payment due under this Note.
This Note shall be governed by the laws of the State of New York. The United
States District Court for the Eastern District of New York shall have exclusive
jurisdiction in any action, suit or proceeding to enforce this Note.
Should this note be placed with an attorney for collection, Payor agrees to pay
reasonable attorneys' fees and costs of collection.
Payor hereby waives presentment, dishonor, notice of dishonor, protest and any
other notice of non-payment.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
President
Schedule 13
RELEASE
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KNOW THAT Robotic Vision Systems, Inc. ("RVSI") in consideration of
ten dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, for itself, and its parents,
subsidiaries, assigns, successors and employees (collectively, "Releasors"),
hereby releases and discharges General Scanning Inc. ("GSI" or "Releasee"), its
parents, subsidiaries, assigns, successors, officers, directors and employees
from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever in law, admiralty or equity which
against Releasee and its parents, subsidiaries, assigns, successors, officers,
directors or employees, Releasors, ever had, or now have, for, upon, or by
reason of, any matter, cause or thing whatsoever from the beginning of the world
to the date of this Release, relating to or arising out of, directly or
indirectly, the claims, transactions and events alleged in the action filed in
the United States District Court for the Eastern District of New York entitled
Robotic Vision Systems, Inc. v. General Scanning Inc., CV-96-3884 (JG).
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RVSI represents and warrants that Releasors have not assigned or
otherwise transferred any of the foregoing claims against Releasee, its parents,
subsidiaries, assigns, successors, officers, directors or employees to any party
or entity which is not a signatory to this Release.
This Release may not be changed orally.
This Release shall be interpreted and governed by the laws of the
State of New York, without regard for that state's choice of law provisions.
IN WITNESS WHEREOF, RVSI has set its hand and seal this 12 day of
June, 1998.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: President
2
NEWS RELEASE
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Contact:
Xxxx Xxxxxx
General Scanning Inc.
000-000-0000 Ext. 205
Robotic Vision Systems Inc.
GENERAL SCANNING AND ROBOTIC VISION SYSTEMS
SETTLE VIEW ACQUISITION LITIGATION
NEW YORK, NY: June 15, 1998: - General Scanning Inc. (Nasdaq: GSCN) and Robotic
Vision Systems, Inc. ("RVSI", Nasdaq: ROBV) today jointly announced execution of
a settlement of RVSI's claims arising out of General Scanning's acquisition of
View Engineering, Inc. in August 1996 ("View"). RVSI claimed that General
Scanning used improperly obtained information in connection with the
acquisition. General Scanning denied all such claims.
Under the agreed upon settlement, General Scanning has agreed not to compete
for ten years in the inspection of interconnect leads of semiconductor packages
as described below. Under the settlement, General Scanning licenses to RVSI its
2D and 3D vision technology solely and exclusively for RVSI's use in the
inspection of leads, pins, balls, bumps and other present and future device
interconnection leads. In consideration for the technology license and
non-competition agreement, RVSI agreed to pay General Scanning $3.75 million.
RVSI's remaining patent suit against General Scanning is unaffected by the
current settlement.
To the extent this news release discusses financial projections, information or
expectations about either company's products or markets, or otherwise makes
statements about the future, such statements are forward looking and are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from the statements made. These and other risks are detailed in the
companies' Annual Reports on Form 10-K with respect to their respective most
recent fiscal years and the Quarterly Reports on Form 10-Q with respect to their
respective most recent fiscal quarters.
General Scanning, headquartered in Watertown, MA, develops and manufactures a
broad line of laser systems for a wide range of applications in the electronics,
semiconductor, medical, automotive and aircraft industries. In addition, General
Scanning produces a line of laser subsystems and components which are used in
General Scanning's own systems as well as sold to other manufacturers of laser
systems. General Scanning also
designs and manufactures under ISO 9001 certification a line of thermal printers
for leading medical instrument and photo/graphic arts companies.
Robotic Vision Systems...
Approved By: Approved By:
Robotic Vision Systems Inc. General Scanning Inc.
/s/ [SIGNATURE ILLEGIBLE] /s/ Xxxxxxx X. Xxxxxxx
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Title: CEO Title: CEO
