AGREEMENT AMENTMENT
This is an Amendment effective May 5, 1999, to the Agreement dated May
5, 1995, between Parlex Corporation and AlliedSignal Laminate System Inc.
(hereinafter the "Agreement").
Section 3.3 of the Agreement is amended by deletion of the last
sentence thereof, such that the amended section 3.3 shall read as follows:
3.3 (Amended) In the event that Samsung or another licensee of
Parlex requires a second source or alternative supplier of Cap
Material for other than Permitted Products, Parlex shall have
the right to license such supplier at a royalty of at least ten
(10) percent.
Section 3.5 of the Agreement is amended by deletion of the last
sentence thereof, such that the amended section 3.5 shall read as follows:
3.5 (Amended) In the event that a Parlex customer requires a
supplier of Cap Material other than ASLS, Parlex shall have the
right to license such supplier at a royalty of at least ten (10)
percent.
Section 3.6 of the Agreement is amended to clarify its meaning such
that the amended section 3.6 shall read as follows:
3.6 (Amended) In the event a licensee, sublicensee, or customer
of either party shall require a second source or alternative
supplier of Cap Material other than ASLS, and an alternate
supplier of Cap Materials is licensed by either party under this
Agreement, that alternate supplier shall supply Cap Materials
for other than Permitted Products only to customers licensed by
Parlex but shall not supply Cap Material for other than
Permitted Products to others nor license others to supply Cap
Materials for other than Permitted Products.
Section 4.1 of the Agreement is amended to change ASLS' royalty rate
to 3%, such that the amended section 4.1 shall read as follows:
4.1 (Amended) ASLS shall pay to Parlex a royalty of 3% of the
Net Sales of Cap Materials sold by ASLS for use in Permitted
Products. Unless otherwise stipulated in a Purchase Order, no
royalties are payable on sales of Cap Materials by ASLS to
Parlex.
Section 8.1 of the Agreement is revised as set forth below to extend
the term to
May 5, 2004:
8.1 (Amended) This Agreement shall remain in force and effect
until May 5, 2004, and, after May 5, 2004, either party may
terminate on not less than ninety (90) days prior notice.
Section 10.10 of the Agreement is amended to allow assignment in
connection with the sale of a party's business, such that the amended
section 10.10 shall read as follows:
10.10 (Amended) This Agreement shall not be assignable by either
party without the prior written permission of the other party,
except that either party may assign this Agreement in connection
with the sale of all or substantially all of the assets
constituting its business to which this Agreement pertains,
except that ASLS may not assign to a current Parlex licensee
without Parlex's consent.
The Agreement shall remain in full force and effect on the terms as
set forth therein except for the foregoing amendments.
PARLEX CORPORATION ALLIEDSIGNAL LAMINATE
SYSTEMS INC.
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