EXHIBIT 10.2
ADDENDUM
TO THE
AMENDED AND RESTATED
LICENCE AND
TECHNOLOGY TRANSFER
AGREEMENT
BY AND BETWEEN
EVERGREEN SOLAR, INC.
AND
EVERQ GMBH
1. E and EverQ hereby assign all of EverQ's rights and obligations arising from
the Amended and Restated License & Technology Agreement by and between Evergreen
Solar, Inc. and EverQ GmbH dated 29 September 2006 ("E License Agreement") with
the approval of Q-Cells and REC as a whole to any person named by Deutsche Bank
AG continuing EverQ's business by means of acquisition of the shares in EverQ or
substantially all of its assets (the assignee hereafter referred to as the
"Purchaser"). The aforementioned assignment is effective only under the
occurrence of the following condition precedent ("Condition Precedent"): that
any and all conditions for the utilization of securities included in the loan
agreement on a consortional loan of EUR 142,000,000.00 by and between EverQ,
Deutsche Bank AG Filiale Deutschlandgeschaft and other parties and any of its
securities related subcontracts have been met.
2. Purchaser shall not have the right under E License Agreement to make more
than 90 MW of Licensed Products per year.
3. Notwithstanding anything contained herein or in the E License Agreement to
the contrary, Intellectual Property Rights and Technology licensed to each
Purchaser and E under the E License Agreement shall not include any Intellectual
Property Rights or Technology developed after effectiveness of the Condition
Precedent. Additionally, the Article 3 of the E Licence Agreement shall
terminate upon effectiveness of the Condition Precedent, and Purchaser shall
have no rights under such Article.
4. Following assignment under the provisions of this Agreement, Evergreen may
terminate this Agreement and the E License Agreement at any time by notice in
the event that Purchaser fails to comply with any material provision of this
Agreement or the E License Agreement and, in the case of a breach which is
capable of remedy, fails to remedy such breach within forty-five (45) days of
notification of such breach. Any rights of extraordinary termination remain
unaffected.
SIGNED BY:
EverQ GmbH /s/ Xxxxxx Xxxx /s/ Xxxxxxxxx Xxxxxx Date: 4/30/07
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Evergreen Solar Inc. /s/ Xxxxxxx El-Hillow Date: 4/30/07
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Deutsche Bank /s/ Xxxx Xxxxxx /s/ Xxxxx Xxxx Date: 4/30/07
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WE HEREBY DECLARE APPROVAL OF THE AFOREMENTIONED AGREEMENT:
Q-Cells AG /s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxx Date: 4/30/07
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Renewable Energy Corporation ASA /s/ Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxx Date: 4/30/07
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