LETTER OF INTENT on
COOPERATION C3D-TriDStore-TOOLEX
December 1999
This Agreement is made and entered into this on December 20th, 1999 by and
between
C3D Inc. (f/k/a Latin Venture Partners, Inc.), a Florida corporation ("C3D"),
TriDStore IP, L.L.C. (f/k/a OMD Devices L.L.C.), a Delaware limited liability
company and a wholly owned subsidiary of C3D ("TriDStore")
and
Toolex International X.X., Xx Xxx 0000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx and
its subsidiaries (hereinafter referred to as "Toolex")
Witnesseth:
Whereas: Industrialization of multi-layer disc systems and optical cards using
the FMD concepts by CDDD and TriDStore requires out-development of several media
production technologies. Among them are thin layer technologies, embossing thin
sheets, pit filling technologies, thin sheet handling, laminating and assembling
(hereinafter referred to as "thin film technology"). It is still in a
development stage for high volume media production.
Whereas: Toolex, as recognized supplier of production equipment for to-days and
next generation optical media, is interested in advanced production technologies
and especially in thin film production technologies.
Whereas: CDDD, TriDStore and Toolex formed a Steering Group in order to
co-ordinate the implementation of specific development plans as well as to
embody a specific preferred partnership. In addition, the parties went into a
Consultant Contract with the main objective to consult CDDD and TriDStore in
achieving the appropriate industrial and marketing ease for the FMD concept, and
Whereas: CDDD and TriDStore has since then demonstrated the FMD technology.
Integration of the processes and production equipment requires verification of
the concept and scaling up of the embossing, metalizing, and laminating
processes to production level capabilities. This is a necessary risk-reduction
effort for two reasons; the critical nature of the material qualification, and
the precision required for the mechanical components. Optimization of both areas
is especially critical as the technology is extended from CD to beyond DVD
scales for future higher density storage.
The parties now realise that co-operation between CDDD, TriDStore and Toolex in
the pre-embossing of thin sheets may go beyond the commercial delivery of
products (stampers) and services.
FOR THESE REASONS, NOW IT IS HEREBY AGREED AS FOLLOWS:
1. CDDD, TriDStore and Toolex propose an exclusive co-operative effort to
develop process and equipment for thin film technology. This is focused
on high volume production. This will be done with a program based on
active interchange of ideas and processes that will be engineered into
production machinery and instrumentation.
2. In the performance of this co-operative effort, CDDD and TriDStore will
grant to Toolex specific rights to the technology. The rights shall be
to secure a preferred and economically relevant partner ship for
Toolex. This issue will require future discussion and has to be
finalised before the start of Phase 2.
3. This agreement is intended to provide the initial step leading to the
design of this detailed co-operation plan. This Phase 1 will be
finished per 1-1-2000.
4. In Phase 1, the commercial delivery of products and services can be
extended with insertion of and consults from experts from Toolex. The
necessary transfer of techniques, cautions, and procedures for handling
thin film materials will be dealt with in a Non-disclosure Agreement.
5. Cooperations leading to patent application(s) will be dealt with in a
accompanying Co-Invention Agreement.
6. CDDD, TriDStore and Toolex shall have the right to include a third
party or third parties in this co-operation. This requires a mutual
written agreement.
7. CDDD, TriDStore and Toolex shall have the right to terminate the
arrangements laid down here, if at any time prior to date 1-1-2000,
they come to the justifiable conclusion that the objective cannot be
reached within the current approach.
In order to provide an efficient progress, all actions will be co-ordinated by
the Steering Group members, Xxxxxxxxx Xxxxxx Xxxxxx at CDDD and TriDStore and
Dr. X.X. Th Xxxxxxxxx at Toolex.
The parties recognize that the points reflected in this Letter of Intent have
not received full tax, legal, financial, and other required reviews.
Accordingly, the parties retain the right to modify these points in light of
such reviews.
This Letter of Intent is subject to formal approval of the Advisory Board of all
parties.
CDDD, Inc. Toolex International N.V.
Place: Veldhoven Place: Veldhoven
Date: 20-12-99 Date: 20-12-99
/s/ Xxxxxxxxx Xxxxxx Xxxxxx /s/ Dr. X.X. Th. Xxxxxxxxx
------------------------------- ------------------------------------
Name: Xxxxxxxxx Xxxxxx Xxxxxx Name: Dr. X.X. Th. Xxxxxxxxx
Position: Chairman Position: Strategic Program Manager
TriDStore
Place: Veldhoven
Date: 20-12-99
/s/ Xxxxxxxxx Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxx Xxxxxx
Position: Chairman
