Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Dated the 15 day of May 2009 SIEMENS MAGNET TECHNOLOGY LIMITED and BRUKER EAS SUPPLY AGREEMENT

Exhibit 10.25

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

Dated the 15 day of May 2009

SIEMENS MAGNET TECHNOLOGY LIMITED

and

BRUKER EAS

SUPPLY AGREEMENT

THIS AGREEMENT IS MADE THE 15 DAY OF MAY 2009

BETWEEN

(1)                                  SIEMENS MAGNET TECHNOLOGY LIMITED a company incorporated in England and Wales (registered number 2342055) whose registered office is at ▇▇▇ ▇▇▇▇▇▇▇ Siemens Square, Frimley, Camberley, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Siemens”); and

(2)                                  Bruker EAS GmbH whose registered office is at D-63450, Hanau, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ (“the Supplier”).

RECITALS

(A)                              Siemens produces superconducting magnets for magnetic resonance imaging applications and requires superconducting wire for incorporation in such magnets and the Supplier produces superconducting wire.

(B)                                The parties have therefore agreed to enter into this Agreement for the supply of such wire by the Supplier to Siemens upon the following terms and subject to the conditions contained below:

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.                                      DEFINITIONS

In this Agreement the following words and expressions shall have the following meanings unless the context otherwise requires:

2.                                      PURPOSE OF AGREEMENT

The Supplier will supply to Siemens during the continuance of this Agreement the Products in accordance with the provisions of this Agreement which shall override any contrary, different or additional terms or conditions (if any) contained in or referred to in a purchase order, order acknowledgement or other documents or correspondence between the Parties.  In the event of conflict between the Clauses and the Schedules the Clauses shall prevail.

3.                                      DATE AND TERM

This Agreement shall commence on the Effective Date and shall continue in force until terminated by either Party giving not less than twelve months’ written notice to the other Party.

4.                                      DEMAND PLANNING

4.1                                 Siemens shall keep the Supplier as well informed as possible in the light of customer demand for its magnets and shall promptly inform the Supplier of

changes in its requirements.  Without limiting the foregoing Siemens shall notify the Supplier in writing on a monthly basis of Siemens’ requirements for Products for the following twelve (12) month period; this forecast shall indicate Siemens’ requirements by magnet type.  Such forecasts shall be prepared in good faith on the basis of best available information but the Parties acknowledge that such forecasts do not form a binding commitment on Siemens to purchase or the Supplier to supply Products and is for information purposes such as long term planning by the Parties.

4.2                                 Without prejudice to Clause 4.1, in the event that Siemens requirements for Products exceeds the requirements projected in accordance with Clause 4.1, Siemens shall notify the Supplier in writing of its requirements and the Supplier shall use all endeavours reasonably practicable to meet such requirements.

4.3                                 Siemens agrees that it shall purchase from the Supplier the following percentages of its annual requirement of Products until such time as the percentages are reviewed and amended as agreed by the Parties:

It shall not be a breach of this Agreement for Siemens in its sole discretion to purchase any Products from other Suppliers in the event of unavailability of the Products either in meeting Siemens’ forecasted requirements or due to unavailability at the Kanban System notwithstanding that this may result in the annual percentages to be purchased from the Supplier being lower than set out in this Clause 4.3.  The percentages set out above shall be reviewed annually by the Parties.

5.                                      ORDERING OF PRODUCTS

5.1                                 The Supplier shall supply Siemens as specified in its Scheduling Agreements.  Scheduling Agreements which are generated electronically shall not require any signature, unless the Purchase Order relates to Products outside the scope of this Agreement.  The Supplier shall promptly acknowledge in writing each Scheduling Agreement.

5.2                                 Products ordered for other purposes than magnet production shall be ordered using individual Purchase Orders.  The Purchase Order shall include the required delivery date and quantity.  The Supplier shall promptly acknowledge in writing each such individual Purchase Order.

6.                                      CONSIGNMENT STORE SUPPLY LOGISTICS

6.1                                 The delivery logistics for the Products shall be upon the basis of a consignment store, such store to comply with clause 6.2 and to be located at the Site reasonably determined by Siemens and Siemens shall in making such determination provide the Supplier with reasonable storage space.  This shall be the Internal

Consignment Store.  Siemens may elect for a third party agent to operate an External Consignment Store at a place outside the Site (and for avoidance of doubt, the provisions of Clause 6.2 shall only apply to the Internal Consignment Store).  The Supplier shall be responsible for putting in place and maintaining insurances against all appropriate risks for the external Consignment Store and the Supplier shall produce to Siemens certified copies of such certificates of insurance within seven (7) days of written request from Siemens.

6.2                                 Siemens shall procure that the Internal Consignment Store to be provided pursuant to clause 6.1:

6.2.1                        is wind and weatherproof and provides adequate protection from the elements for its contents;

6.2.2                        is dry and is maintained at a temperature between four degrees Celsius and 30 degrees Celsius;

6.2.3                        is configured to minimise the risk of damage to Products in the course of handling;

6.2.4                        is of adequate size and appropriate shape and lay-out for safe storage of Products;

6.2.5                        contains such racking and other storage equipment as is appropriate for safe storage of the Products;

6.2.6                        and that the Site is secure against unauthorised entry or access.

6.3                                 The method for delivery to the Consignment Stores shall be by way of the KANBAN System as set out in Schedule 10.

6.4                                 Siemens shall procure that:

6.4.1                        only authorised personnel of Siemens (being persons who have been granted access to the Site by Siemens) or the Supplier have access to the Site;

6.4.2                        Products are not removed from the Internal Consignment Store except by Siemens’ authorised personnel (or by the Supplier);

6.4.3                        Products are not removed by Siemens from the Internal Consignment Store except as complete Products;

6.4.4                        Products are not removed from the Internal Consignment Store except when required for prompt incorporation in a magnet or other Siemens needs at the Site (or by the Supplier) or if a Product is rejected by Siemens and Siemens shall further procure that proper care of the Products is taken prior to any such incorporation;

6.4.5                        Products being worked on are treated properly and preserved from damage in the Internal Consignment Store; and

6.4.6                        Products are kept within a demarcated area of the Internal Consignment Store which is clearly identified as containing Supplier goods.

6.5                                 Siemens ensure that the KANBAN System will notify the Supplier when Products are removed from the External Consignment Store, such notification to be made within twelve hours of removal and to specify the Products removed.

6.6                                 Without prejudice to Clause 12, risk in the Products shall pass to Siemens upon delivery of the Products to the Internal Consignment Store in accordance with this Clause 6.6.  For the avoidance of doubt, where Products are damaged in the Internal Consignment Store due to the negligent or wilful act or omission of Siemens prior to the transfer of risk and title in accordance with this Clause 6.6, Siemens shall be responsible for such damage.

6.7                                 Without prejudice to Clause 7, the Supplier shall ensure that all Products in the Consignment Store meet the Specification.

6.8                                 Siemens shall allow the Supplier’s employees, agents, contractors and representatives access to the Internal Consignment Store during normal business hours.  The Supplier shall ensure that all its employees, agents and representatives stay within the paths, foot-prints and other markings made by Siemens delineating the passage to and from the Internal Consignment Store and that such parties observe all health and safety laws and regulations and warning notices on the Site, including but not limited to warning notices in relation to magnetic fields and “ESD” zones.

6.9                                 Products ordered through Individual Purchase Orders shall be delivered to the Siemens receiving warehouse, unless specified otherwise by Siemens.

6.10                           If the Supplier removes Products from the Internal Consignment Store, it shall ensure that only complete Products are removed.

7.                                      INVENTORY RISK

7.1                                 Siemens may from time to time notify the Supplier by way of written notice (the “Notice”) a minimum of five months prior to the planned date, that it is terminating production of a magnet or other product for which it requires particular Products and accordingly that it no longer requires the particular Products for the item which it is so terminating and for which there were ongoing forward requirements in the forecast (the “Obsolete Products”).  The Supplier shall notify Siemens within 6 weeks of the date of the Notice, of Siemens liability for the Obsolete Products which are the subject of the Notice, such liability to be calculated in accordance with this clause.  Siemens will not accept any further claims from the Supplier for Obsolete Products after this six week period.

7.2                                 Siemens shall be responsible for that quantity of Obsolete Products in a period equal to 100% of the cost of the Obsolete Products up to a period of 8 weeks from the date of the Notice, 80% up to a period of 12 weeks from the date of the Notice and 50% up to a maximum period of 16 weeks for all Product types with the exception of [**] related Products that will be 20 weeks from the date of the Notice subject always to the Supplier using its reasonable endeavours to utilise, place, dispose of or sell such Obsolete Products elsewhere.  For the avoidance of doubt, any determination of quantity as described above will be limited within the confines of the relevant Supplier MPS (Relevant Supplier MPS being the Supplier MPS to 20 weeks for [**] related Products and 16 weeks for all other Product types at the time of the Obsolete Product Notice.  Siemens will endeavour to issue replacement orders to the Supplier for alternative products to maintain the agreed upon overall share of the Siemens demand.

8.                                      TECHNICAL MODIFICATIONS

8.1                                 The Supplier shall modify, amend or otherwise vary the Specification and the process of manufacture only with the prior written consent of Siemens (which shall not be unreasonably withheld delayed or conditional) save in respect of modification, amendment or variation for health and safety reasons or which does not affect form fit or function, in which circumstances the Supplier shall promptly notify Siemens in writing setting out in detail the modification, amendment or variation made and the relevant health and safety reasons.

8.2                                 Siemens shall notify the Supplier in writing of design changes to its magnets.  In this case, Siemens shall only be liable for the quantity of Product which it no longer requires by reason of such design change described in Clause 7, following the same provisions to utilise, place, dispose of or sell the Products elsewhere and Siemens may issue replacement orders as provided in that Clause.

9.                                      PRICE AND PAYMENT

9.1                                 The price of the Products is set out in Schedule 2.

9.2                                 Payment for the Products shall be processed after taking from the Products from the Internal Consignment Store and the transfer of risk to Siemens as specified in clause 6.6.  The payment terms will be 10 business days once the Product has been taken (for consumption) from the internal Consignment Store.  Upon execution of the “Self Billing Agreement” as set out in Schedule 11 between the Parties in a form approved by HM Customs and Excise the Supplier shall agree that Siemens uses self-billing to process the payment.  The Supplier shall not raise VAT invoices for Products covered by this Self Billing Agreement.  After execution of the payment, the title will be transferred to Siemens.

9.3                                 For Products not covered by the Self Billing Agreement, the Supplier shall raise an Invoice following the transfer of title and risk to Siemens in accordance with

Clause 6.6 and Siemens shall pay the Invoice within 30 business days.  Products not covered by the Self Billing Agreement are detailed in Schedule 1, Part 2.

9.4                                 The Price is exclusive of any VAT and sales taxes, which shall be charged in addition at the applicable rate in force at the time of chargeable supply by the Supplier.

9.5                                 For Products set out in Schedule 1, Part 2 the Supplier shall deliver the Products to the address stated in the Purchase Order and in accordance with delivery terms DDP stated address (INCOTERMS 2000).  All other deliveries by the Supplier shall be offloaded from delivery transport and placed in the Internal Consignment Store and shall be in accordance with DDP Siemens Magnet Technology, Eynsham (INCOTERMS 2000).  Siemens shall afford to the Supplier’s delivery personnel all reasonable access co-operation and facilities (including use of forklift trucks and other relevant equipment) as and when required for such delivery.

9.6                                 The Supplier shall be entitled to interest upon any invoice which is not paid when due at that rate which is three percentage points above LIBOR from time to time certified by Barclays Bank PLC, compounding weekly.  For this purpose, if the KANBAN System is late in notifying removal of the relevant Product from the KANBAN pursuant to clause 6.5, the period of lateness in such notification may be added to any period of late payment.  The Supplier shall only be entitled to such interest to the extent that the Supplier notifies Siemens in writing of its’ claim for interest within 60 days of the due date of payment of the invoice.

9.7                                 Pricing assumes delivery will be made by regular business transport as agreed.  Where Siemens pre-agree expedited delivery methods that incur additional charges or costs such charges shall be covered by a separate Purchase Order.

9.8                                 For the Products covered by this agreement, the Supplier will provide full price breakdowns in the format agreed upon between the Parties.

10.                               TERMINATION

10.1                           Siemens may terminate this Agreement at any time by serving notice of 12 months.  The Supplier may terminate this Agreement at any time by serving notice of 12 months.

10.2                           Either Party may terminate this Agreement immediately by serving notice in writing upon the other, without prejudice to its other rights and remedies if the other Party:

10.2.1                  commits any Material Breach of its obligations hereunder and where such breach is capable of remedy fails within thirty (30) days of written notice to remedy the same; or

10.2.2                  has a receiver or administrator appointed of the whole or any substantial part of its business or assets, or if any order is made or a resolution is passed for the winding up of that Party (except where such winding up is for the purpose of a bona fide amalgamation or reconstruction).

11.                               CONSEQUENCES OF TERMINATION

11.1                           Termination or expiry of this Agreement shall not affect the accrued rights or liabilities of either Party nor shall it affect the coming into force of continuance in force of any provision of this Agreement, which is expressly or by implication intended to come into or to continue in force after such expiry or termination.

11.2                           In the event of termination or expiry of this Agreement, the Supplier and Siemens shall in accordance with the provisions of this Agreement, fulfil their respective obligations in relation to all orders placed by Siemens in accordance with the provisions of this Agreement prior to such termination or expiry.  In addition, the Supplier shall supply and Siemens shall purchase all Products which were included in the first five months of the most recent forecast provided by Siemens and whose manufacture had commenced, assuming these products fully comply with Siemens’ specifications, including products affected as per Clause 7 of this Agreement.

12.                               SUPPLIER WARRANTIES AND WIRE DEFECT PROCESS

12.1                           The Supplier warrants and agrees that:

12.1.1                  the Products meet and fulfil the Specification at the time of their delivery to the Site or to Siemens’ nominated agent;

12.1.2                  the Products shall be free from defects in design, workmanship and materials for a period of 12 months from the date of transfer of title and risk in the Products to Siemens, but not more than 15 months from their date of delivery to the Siemens facility;

12.1.3                  it will perform its obligations under this Agreement in accordance with Good Industry Practice (which shall for the purpose of this Clause 12.1.3 mean the exercise of such reasonable skill and care, diligence, prudence, efficiency foresight and timeliness as would be expected from a supplier of products the same as or similar to the Products) and in compliance with all applicable laws.

12.2                           All Products in breach of the warranty at Clause 12.1.2 shall be repaired or replaced by the Supplier within a period of time the Parties agreed to by both parties, in default of which Siemens, acting reasonably shall be entitled to repair or replace or procure the repair or replacement of such Products itself.  This shall only be done after all reasonable ways to correct the problem have been exhausted.  Under these circumstances the Supplier shall pay all costs and

expenses incurred by Siemens in connections thereof, up to and not exceeding the value of the kit.

12.3                           In the event of Generic Failure, Siemens shall notify the Supplier immediately after having determined that the Products are defective.  Siemens shall be entitled to treat the entire batch within which the relevant Products were supplied to Siemens as defective.  If it is not feasible to reject the entire batch due to Production constraints, both parties shall endeavour to identify and agree upon remedial actions, including but not limited to: additional inspection and tests of the Products, alternative suppliers or repairs in order to minimise the impact on Siemens’ production requirements and to limit costs claimed by Siemens from the Supplier directly pertaining to the Product, up to and not exceeding the value of the Product for each individual magnet affected.  In recognition of the seriousness of a Generic Failure, Siemens shall be entitled to recover from the Supplier all properly incurred costs incurred by it as a result of a Generic Failure subject to the limitations of liability set forth in clause 13.

12.4                           The costs in this Clause 12 cover all parts, labour, materials, travel and any other costs and expenses incurred by the Supplier in connection with such warranties.

12.5                           Without prejudice to Clause 10.2.1, in the event of an Epidemic Failure, Siemens shall be entitled to treat the Products as defective in which event the provisions of Clause 12.2 shall apply.  In addition to 12.2, Siemens shall notify the Supplier immediately after having determined that the Products are defective.  In such an event, both parties shall endeavour to identify remedial actions, including but not limited to: additional inspection and tests of the Products, alternative suppliers or repairs in order to minimise the impact on Siemens’ Productions requirements and to limit costs claimed by Siemens from the Supplier directly pertaining to the Product, up to and not exceeding the value of the Product for each individual magnet affected.  Save as aforesaid all other costs shall be subject to the aggregate limitations of liability set forth in clause 13.

12.6                           The Supplier may give to Siemens notice that by reason of defective materials or production difficulties any Product will not be available for purchase until otherwise notified by the Supplier to Siemens provided that such notice must be given in good faith and followed, if requested by Siemens, with all reasonable information as to the nature of such defective materials or production difficulties, the likely effects on the Products and the likely duration of unavailability.  If such notice (and supporting information, if required) is given the Supplier shall have no obligation to supply the Products the subject of the notice and any Purchase Orders for the same shall be suspended until the relevant product again becomes available for supply, provided that Siemens may by notice to the Supplier cancel any Purchase Order which is so suspended.  If Siemens does not cancel the Purchase Order in question, the Supplier shall use all reasonable commercial endeavours to find an acceptable alternative source of materials and/or to remedy the production as soon as possible, shall consult with Siemens as to the steps to be taken and shall keep Siemens fully informed as to the steps being taken and the

likely period of suspension of the Purchase Order.  For the avoidance of doubt, the Supplier shall have no right to rely on this Clause 12.6 by reason purely of excess demand for Products; without limiting the foregoing, the Supplier shall make available to Siemens such Products or part of Products as it is able to supply and shall not supply any Products or parts of Products to any third party until it has first satisfied any Purchase Order which has been suspended pursuant to this Clause.

12.7                           The following shall apply in any case where defective Products have been incorporated in a magnet by Siemens and that magnet needs to be reworked in order to identify and remove the defective Product:

12.7.1                  as set out below at sub-clause 12.7.2, the Supplier shall pay to Siemens the Rework costs reasonably incurred by Siemens in carrying out such Rework, such costs are equivalent to [**]% of Siemens cost for carrying out such Rework.

12.7.2                  the Supplier’s liability for the Rework costs under this clause 12.7.2 shall not exceed:

a)                                      in respect of [**] – the sum of [**];

b)                                     in the case of [**] – the sum of [**].

12.8                           Without prejudice to Clause 12.7 should Siemens identify a failure in any Products in the form of a report, Siemens shall inform the Supplier as soon as reasonably practicable and will provide the Supplier with details of the failure including the magnet, magnet type and failure level.  Siemens shall endeavour to isolate the failure to a specific coil and the Supplier and Siemens may agree to carry out a Rework .

12.9                           Both parties recognize that final wire qualification cannot be fully verified until such wire is wound and the magnet fully tested.  If within 12 months of receiving the Product into the Internal Consignment Store Siemens finds that a magnet wound with Products supplied by the Supplier does not meet expected performance requirements, the parties will apply the process contained in Schedule 8.

12.10                     The Supplier shall make payments due to Siemens or Siemens shall request a credit in an equivalent amount due to it within 14 days of receipt of Siemens reporting the results of each test to the Supplier in accordance with Schedule 8.

12.11                     In the event that any Product is to be returned to the Supplier in accordance with an agreed returns policy between the Parties, risk in such Product shall pass back to the Supplier once the Product has been signed for and accepted for delivery by any nominated logistics provider or carrier.  Risk in the Product shall re-pass to Siemens only after it has been returned to the Internal Consignment Store and subsequently removed from the Internal Consignment Store following its return to

Site (in accordance with Clause 6.5).  Title will only pass to Siemens after execution of the payment (according Clause 6.6 and 9.2).

12.12                     Title and risk in any structure or materials upon or in which the Product or any wire is incorporated shall remain always with Siemens however risk in any Products whilst incorporated in any structure or materials or any structure or materials which are stored at the External Consignment Store shall remain with the Supplier until payment takes place in accordance with clause 12.12.

12.13                     Where Siemens rejects a Product due to a failure or defect caused to the Product by Siemens, Siemens shall be liable to pay an additional kitting cost to the Supplier which shall be calculated as follows:

[**]

12.14                     Save as expressly provided for in this Agreement, all other warranties and conditions, whether express or implied and whether by statute or common-law are hereby excluded to the extent permitted by law.

13.                               LIMITATION OF LIABILITY

13.1                           Neither Party excludes or limits liability in respect of:

13.1.1                  death or personal injury;

13.1.2                  fraud or fraudulent misrepresentation;

13.1.3                  breach of obligation implied by statute as to title.

13.2                           Without prejudice to Clause 13.1, the liability of either Party in respect of property damage, howsoever arising out of or in connection with this Agreement shall be limited to $1,500,000 in respect of all events and circumstances in the same calendar year and the liability of each Party in respect of all other loss or damage of any kind howsoever arising out of or in connection with this Agreement shall be limited to $1,000,000, in respect of all events and circumstances in the same calendar year.

13.3                           Without prejudice to Clause 13.1, in no event shall either Party be liable for loss of business, goodwill, anticipated savings, loss of profit, third party liability, time of management or other personnel and/or any indirect or consequential loss.

14.                               INTELLECTUAL PROPERTY RIGHTS

14.1                           The Supplier shall indemnify and hold Siemens harmless against any claim of infringement of the intellectual property rights (including but not limited to patents existing at time of agreement execution, registered design, design right, trade ▇▇▇▇ or copyright) of any third party by the use or sale of the Products if the Supplier knows or ought reasonably to know at the date of this Agreement that

such use or sale would infringe the third party’s rights and against all costs, expenses, liabilities and damages which Siemens may incur in any action for such infringement or for which Siemens may become liable in any such action.  This indemnity shall not however apply to any infringement, which is due to the Supplier having followed a design furnished by Siemens, covering process or product, or manufacture, use or sale of any portion of the Products not manufactured by the Supplier.  In the event of a claim of infringement against Siemens, Siemens will give the Supplier prompt notice in writing thereof and Siemens shall provide the Supplier with all reasonable cooperation and assistance (provided that the Supplier pays Siemens cost and expenses incurred in the provision of such assistance) and will permit the Supplier, at the Supplier’s expense, to conduct any litigation that may ensue giving the Supplier complete control of the defence and settlement of any claims.

14.2                           All intellectual property rights in Products shall be retained exclusively by the Supplier and Siemens shall not acquire any rights in the same and all intellectual property rights in magnets or other products of Siemens shall be the absolute property of Siemens and the Supplier shall not acquire any rights in the same.  If the Parties collaborate upon any product or process developments, they shall first agree upon the rights which they are to have in intellectual property rights in those developments.

15.                               DELAY

The Supplier shall be deemed late when the Supplier fails to deliver the Product within the time period set-out in Schedule 1, after receiving the KANBAN request from Siemens.  In the event of the Supplier being late, the Supplier shall (without prejudice to Siemens other rights and remedies) pay Siemens based on the following rates with the limitations of liability set forth in clause 13, Siemens shall use its reasonable endeavors to procure such Products elsewhere including procuring the Products from other suppliers.

[**]

16.                               BUSINESS REVIEWS

16.1                           The Parties shall meet quarterly to discuss performance improvements, cost reductions, warranty issues, and new developments and the Supplier’s performance measured against the ‘KPI’s and such other matters Siemens may (acting reasonably) require.

16.2                           The time, date and venue of such meetings shall be agreed between the Parties (each acting reasonably) and Siemens shall produce an agenda not less than forty eight (48) hours prior to the relevant review meeting.

16.3                           Siemens shall continuously review and determine in its sole discretion (acting reasonably) whether the Supplier is Competitive.  In the event that Siemens determines that the Supplier is not Competitive by reason of consistent or material failure to meet KPI’s the Parties shall use reasonable endeavours to agree a plan

of the steps the Supplier must take to remedy this, and, if the Supplier fails to adhere to such plan or the failure to meet the relevant KPI’s is not resolved by the Supplier within the time period agreed upon by both parties, the Parties acknowledge that this will constitute a Material Breach in accordance with Clause 10.2.1.  The Parties shall discuss Competitiveness at the meetings referred to in Clause 16.1.

16.4                           The proceedings of such meetings shall be minuted by Siemens who shall send a copy of such minutes to the Supplier for approval promptly following the relevant meeting.  Subject to such approval the minutes shall be an authoritative record of the matters discussed and agreed at the relevant meeting and the Parties acknowledge that they may in no way amend this Agreement.

17.                               CORPORATE RESPONSIBILITY

17.1                           The Supplier shall comply with the principles and requirements of the ‘Code of Conduct for Siemens Suppliers’ attached in Schedule 5 (hereinafter referred to as the ‘Code of Conduct’).

17.2                           If requested by Siemens, the Supplier shall not more than once a year either, at its option, provide Siemens with either (i) a written self-assessment in the form provided by Siemens, or (ii) a written report approved by Siemens describing the actions taken or to be taken by the Supplier to assure compliance with the Code of Conduct.

17.3                           Siemens and its authorised agents and representatives and/or a third party appointed by Siemens and reasonably acceptable to the Supplier, shall be entitled (but not obliged) to conduct, also at the Suppliers’ premises, inspections in order to verify the Suppliers’ compliance with the Code of Conduct.

Any inspection may only be conducted upon Siemens giving prior written notice, during normal business hours, in accordance with the applicable data protection law and shall neither unreasonably interfere with the Suppliers’ business activities nor breach any of the Suppliers’ confidentiality agreements with third parties.  The Supplier shall reasonably cooperate with any inspections conducted.  Each party shall bear its expenses in connection with such inspection.

17.4                           In addition to any other rights and remedies Siemens may have, in the event of either (i) the Supplier’s material or repeated failure to comply with the Code of Conduct or (ii) the Supplier’s denial of Siemens’ right of inspection as provided for in clause 17.3, after providing the Supplier with reasonable notice and a reasonable opportunity to remedy, Siemens may terminate this agreement and/or any purchase order issued hereunder without any liability whatsoever.

A material failure shall include, but is not limited to, incidents of child labor, corruption and bribery, and failure to comply with the Code of Conduct’s environmental protection requirements.  The notice and the opportunity to remedy provision shall not apply to breaches of the requirements and principles regarding

child labor as set out in the Code of Conduct or willful failures to comply with the Code of Conduct’s environmental protection requirements.

18.                               QUALITY ASSURANCE

The provisions of Schedule 3 shall apply in respect of quality assurance.

19.                               ENVIRONMENTAL PROTECTION

19.1                           The Parties shall minimize environmental pollution to the extent that is technically possible and economically feasible and shall promote the use of quality-assured recycled materials in the production process.  The Parties shall endeavour to avoid hazards as well as other negative influences deriving from the Products and possibly affecting the environment.

19.2                           The Supplier represents that there are no substances as listed in Schedule 4 (Prohibited Substances), with the exception of metallic lead, are contained in or forming part of the Products.

19.3                           The Supplier shall at the request of Siemens complete, sign and hand over to Siemens the prohibited substances form appended to Schedule 4 in respect of the Products.

20.                              RIGHT TO AUDIT

The Supplier shall allow Siemens, upon reasonable notice and at a time to be agreed between the parties, to access and inspect the Supplier’s premises for the sole purpose of verifying the Supplier’s processes and ability to fulfill its obligations under this Agreement.  The Supplier shall make available such facilities and give such assistance, including the provision of copies or extracts of such records as Siemens may reasonably request in connection with the performance of such audit and shall afford the Siemens all reasonable access to all other information, reports, documents, records and data, whether in human or machine readable form, solely relevant to the performance of its obligations hereunder.

21.                               CONFIDENTIALITY

21.1                           All the information which the Parties have received in connection with this Agreement and which has been described as confidential shall be used by the Parties only for purposes of this Agreement and, just as if such information were the relevant Party’s own trade secrets, shall not be made available or disclosed to third parties.  In particular, all information regarding the design of Products or concerning any processes applied by the Supplier in the production of Products shall be confidential information of the Supplier and subject to the provisions of this Clause.  This obligation shall remain valid for a period of three years after this Agreement has expired.

21.2                           This obligation shall not apply to information which is or becomes generally known, which can be proved to have been worked out independently or rightfully acquired from third parties and shall not prohibit either Party making any disclosure which it is required to make by order of a court of competent jurisdiction or is obliged to make by law but any Party which considers itself to be so obliged to make a disclosure shall immediately inform the other Party, shall co-operate with that Party’s reasonable requests to prevent or minimise the disclosure and shall in any event to the maximum extent possible in compliance with the obligation shall make the disclosure in confidence and to the smallest extent permissible.

22.                               ASSETS

Siemens shall notify the Supplier from time to time of such Assets that are the property of Siemens and shall be used by the Supplier solely in connection with the proper performance of its obligations under this Agreement.  In the event of termination or expiry of this Agreement, the Supplier shall provide Siemens all reasonable access and assistance to enable Siemens to remove and retrieve such Assets.

23.                               FORCE MAJEURE

The Parties will not be in breach of its obligations or liable to the other for any delay or failure to perform any obligation hereunder to the extent that such delay or failure is caused by circumstances beyond its reasonable control including without limitation acts of God, acts or omissions of any government or government agency, compliance with the requirements, rules, regulations or orders of any governmental authority, fire, storm, flood, earthquake, accident, acts of public enemy, war, armed conflict, rebellion, insurrection, riot, sabotage, terrorist act, invasion, quarantine, restriction, strike or transportation embargoes provided that a strike or work stoppage by the workforce of the Parties shall not constitute an event of force majeure.

24.                               WAIVER

Failure by any Party at any time to require the performance of any provision of this Agreement shall not affect the right of such Party to require full performance thereof at any time thereafter and the waiver by any Party of any breach of any provision of this Agreement shall not be taken or held to be a waiver of any subsequent breach thereof or as nullifying the effectiveness of any such provision or in any way prejudicing such Party’s right hereunder.

25.                               SEVERANCE

If any part of this Agreement is found to be unenforceable, invalid or unlawful under any enactment or rule of law the court shall have the power to strike out or override that part whether it be an entire Clause or Clauses or some part or parts thereof and enforce this Agreement as if the offending part or parts had not been included.

26.                               NOTICES

All notices which are required to be given hereunder shall be in writing and shall in respect of Siemens be sent to the Site and in respect of the Supplier to the address set out in this Agreement or such other address as the Parties may designate for notice given in accordance with the provisions of this Clause.  Any such notice may be delivered personally, by email, or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting, and if by email or facsimile, on the next working day after transmission.

27.                               ENTIRE AGREEMENT

The entire agreement between the Parties with respect to the subject matter herein is contained in this Agreement and shall be governed by the terms and conditions set forth in this Agreement.  Other than as expressly stated otherwise in this Agreement, any representations made prior to the date of this Agreement shall, save in respect of fraudulent misrepresentation, be expressly excluded.

28.                              ASSIGNMENT AND RELATIONSHIP

28.1                           This Agreement shall be binding on the Parties, their successors, or assigns.

28.2                           This Agreement shall not operate so as to create a partnership or joint venture of any kind between the Parties or be construed so as to constitute either Party as an agent of the other.

28.3                           Either party may, without the consent of the other party, assign the benefit of all or any of the other party’s obligations, or any benefit it enjoys under this Agreement to its parent or holding company or a wholly owned subsidiary of its parent or holding company.  Except as aforesaid neither party may assign the benefit of all or any of its obligations without the prior written consent of the other Party.

29.                               GOVERNING LAW

The provisions of English Law shall govern this Agreement and the Parties submit to the exclusive jurisdiction of the English courts.

30.                               VARIATION

This Agreement may not be amended varied supplemented or otherwise modified except by an instrument in writing signed by both Parties.

31.                               SURVIVAL OF OBLIGATIONS

The provisions of the following Clauses shall survive termination or expiry of this Agreement, Clauses: 1, 11, 12, 13, 14, 21, 22, 23, 24, 25, 26, 28, 29, 30 and 31.

32.                               DISPUTE RESOLUTION

In any circumstances in this Agreement where there is a dispute the Parties shall, in the event of a continuing dispute, escalate the matter to their respective managing directors to resolve.  In the event that no resolution is achieved, either Party may refer the dispute to an independent assessor (jointly agreed by the Parties) to decide the dispute.  The parties will be jointly responsible for the costs of the independent assessor unless otherwise determined by the independent assessor.  Any decision taken by the independent assessor shall be final.

For and on behalf of BRUKER EAS

For and on behalf of Siemens Magnet Technology Ltd:

SCHEDULE 1

PRODUCTS

PART 1

SMT KITS 2008/2009

Product lead time for Products sighted above is 16 weeks (save for [**] related Products which shall have a lead time of 21 weeks)

SCHEDULE 2

PRICES — Effective up to and inclusive of [**]

A) Prices valid [**]

The Price increases effective on [**] are agreed subject to the findings of an independent Audit.  The Audit will seek to determine that the increase is a pass through and not effected by any inflationary factors such as Profit margins and overheads so as to artificially increase the NbTi from the Tier 2 Supplier.

2

B) Adjusted prices according to SAP-change [**]