AMENDMENT NO. 3
TO
TECHNICAL COLLABORATION AGREEMENT
AGREEMENT made as of the 1st day of March, 1996, between Uniroyal
Technology Corporation ("UTC") and Okamoto Industries, Inc. ("OKAMOTO").
Recitals
OKAMOTO entered into a Technical Collaboration Agreement dated June 8,
1988, with Uniroyal Plastics Company, Inc. ("PLASTICS"), which was thereafter
amended by Amendment No. 1, dated January 21, 1992, and Amendment No. 2, dated
July 31, 1992 (collectively the "Agreement"). The Agreement was assigned by
PLASTICS with the consent of OKAMOTO to Uniroyal Engineered Products, Inc. which
has been merged into UTC. The parties desire to further amend the Agreement.
In consideration of the covenants hereinafter set forth, it is agreed
as follows:
1. The Agreement is amended in inserting after the second sentence of
Section 5 the following sentence: "The UTC fiscal year shall be the twelve month
period ending on the Sunday following the last Friday in September of each
year."
2. The second sentence of Section 5 of the Agreement, as previously
amended, is hereby deleted and the following is substituted therefor effective
from January 1, 1996:
"During each UTC fiscal year, Royalties shall be in an
amount equal to the percentage of the total revenues
from the sales of Licensed Products as follows: (a)
sales to Japanese Auto Manufacturers - 3%; and (b)
sales to Auto Manufacturers and Manufacturers - 1%"
3. The third sentence of Section 5 of the Agreement is amended by
adding after the terms "Japanese Manufacturers, Auto Manufacturers" the words
"and Manufacturers".
4. Section 11 of the Agreement is hereby amended by adding a second
paragraph to read as follows: "OKAMOTO will provide UTC with technical
information about Licensed Products for sale to Auto Manufacturers and
Manufacturers, will provide technical education for production of such products
at UTC's plants and will support UTC's sales efforts to such manufacturers."
5. Section 13 of the Agreement is hereby amended in its entirety and
the following is substituted: "This Agreement shall have a term expiring on
September 28, 2003."
6. Except as modified and amended herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have, by their duly authorized
representatives, executed this Agreement as of the day and year first above
written.
UNIROYAL TECHNOLOGY CORPORATION
By: /S/ Xxxxxx X. Xxxxx
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Title: President
OKAMOTO INDUSTRIES, INC.
By: /S/
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Title: President
