LICENSE, DEVELOPMENT, AND OEM AGREEMENT
(Portions have been omitted and filed separately with the Commission in accordance with Rule 406 of the Securities Act of 1933, as amended, and the Registrant's request for confidential treatment.)
THIS Agreement (the "Agreement") is made as of this 31st day of March 1995 (the "Effective Date"), by and between Spectra, Inc. ("Spectra"), a corporation organized and existing under the laws of Delaware, with its principal offices at 68 C Etna Road, Hanover, New Hampshire 03755, and 3D Systems, Inc. ("Customer"), a corporation organized and existing under the laws of California, with its principal offices at 26081 Avenue Hall, Valencia CA 91355, Spectra and Customer being hereinafter referred to singly as a "Party" or collectively as the" Parties".
WHEREAS, Spectra develops and acquires patented technology in the field of hot melt ink jet printing and manufactures components and supplies for various printing applications;
WHEREAS, Customer develops and manufactures technologies and products in the field of Rapid Prototyping equipment, systems and materials and provides services related thereto:
WHEREAS, Spectra and Customer wish to work together to design and develop certain hot melt ink jet products with applications in the field of Rapid Prototyping;
WHEREAS, Customer has studied the technical feasibility of hot melt ink jet technology for application to Rapid Prototyping;
WHEREAS, the Parties now wish to commence development work with respect to such hot melt ink jet products according to the specific terms and conditions hereof:
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises contained herein, the Parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the meanings hereinafter set forth:
1.1 "Affiliate" shall mean any corporation or other business entity controlled by, controlling or under common control with a Party hereunder. For this purpose "control" shall mean direct or indirect beneficial ownership of at least a fifty percent (50%) interest in the income or stock of such corporation or other business or the right to elect or appoint a majority of directors (or any other body with similar authority) of such corporation or other business.
1.2 "Ancillary Hardware" means any hardware, other than Print heads, that is part of a Print Engine, including but not limited to Build Material reservoirs, pressure regulators, head drive electronics, Build Material supply tubing, etc.
1.3 "Build Material" shall mean phase change inks which are used in printing and from which objects are made and/or supported during construction, by jetting such material from a Print head, as specified more fully in the Specifications.
1.4 "Confidential Information" of a Party means any and all information of such Party and such Party's affiliates that is not generally known by others with whom it competes or does business, or with whom
CONFIDENTIAL
it plans to compete or do business, and any and all information, which, if disclosed, would assist in competition against that Party or any of its Affiliates or the disclosure of which would otherwise be adverse to the interests of that Party or any of its Affiliates; provided, however, that in order to be Confidential Information such information must be identified as" Confidential Information" inwriting at the time of disclosure or, if initially disclosed orally, within thirty (30) days following the end of the month in which initial oral disclosure occurs. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing, sales, purchasing and financial activities of each Party and its Affiliates, (ii) any inventions, discoveries, developments, methods, processes, compositions, works or concepts conceived, made, created, developed or reduced to practice by either Party or its Affiliates that have not yet been published or publicly disclosed by that Party or affiliates, (iii) the costs, sources of supply, financial performance and strategic plans of each Party and its Affiliates, (iv) the identity and special needs of the customers, if any, of each Party and its Affiliates, and (v) the people and organizations with whom each Party and its Affiliates have business relationships and those relationships. Confidential Information also includes comparable information that either Party or any of its Affiliates has received belonging to others or which was received by such Party or any of its Affiliates with any understanding that it would not be disclosed.
1.5 "Control Electronics" shall mean the electronics which control the functions of the ink jet system including but not limited to Print heads, Build Materials supply and ink jet system maintenance.
1.6 "Customer Base Technology" shall mean any Technology developed or acquired by Customer prior to October 3, 1994, whether patented or unpatented, relating to hot melt ink jet printing, including any know-how for practicing such inventions or such Technologies.
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