EXHIBIT 10.11
March 30, 1999
TRANSFORMATION AGREEMENT
between
Siemens AG HL
a company incorporated under the laws of the Federal Republic of Germany, whose
registered office is at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇
- hereinafter referred to as SIEMENS
and
CREE Research, Inc.
a company incorporated under the laws of North Carolina, whose registered office
is at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
- hereinafter referred to as CREE
and
OSRAM Opto Semiconductors GmbH & Co. OHG
a company incorporated under the laws of the Federal Republic of Germany, whose
registered office is at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
- hereinafter referred to as OSRAM OS
Whereas -
the parties hereto except OSRAM OS have entered into a Development, License and
Supply Agreement dated October 25, 1995, and a Purchase Agreement dated
September 6, 1996 and amendments thereto (hereinafter referred to collectively
as the "Agreements").
which are in full force and effect, unconditional and unterminated as of
today.
SIEMENS as party to the Agreements, now intends to transfer its position as
party to the Agreements to its subsidiary, OSRAM OS.
OSRAM OS wishes to take over SIEMENS' position and become party instead and
place of SIEMENS.
Now it is hereby agreed as follows:
With effect as of January 1st, 1999 the Agreements shall be modified as follows:
Siemens Aktiengesellschaft, a company incorporated in the Federal Republic
of Germany and having its registered address at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇ 12, D 80312 Muenchen, the Federal
Republic of Germany,
in each case shall be substituted by:
OSRAM Opto Semiconductors GmbH & Co. OHG, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany, "OSRAM OS".
Consequentially, each reference in the wording of the Agreements to
"Siemens" or "Siemens HL" shall be deemed to read "OSRAM OS" instead.
Nothing herein shall be construed to release SIEMENS from its obligations
under the Agreements, including but not limited to its obligations with
respect to confidential information of CREE, and SIEMENS shall in all
events remain responsible for performance of the Agreements by OSRAM OS.
Correspondence of technical, commercial or sales-related content necessary
in the course of performing this agreement shall pass directly between
Siemens HL OS and the competent departments at OSRAM OS, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
Apart from the above changes, the Agreements shall remain unaltered in full
force and effect.
OSRAM OS agrees to be bound by and comply with the Restricted Use Agreement
(RUA) dated October 1, 1994 between Siemens and Cree with respect to all SiC
material supplied by Cree.
Durham, dated this March 30, 1999
..../s/..............................
CREE Research, Inc.
Regensburg, dated this ...30.3.., 1999 Regensburg, dated this ....30.3..,
1999
..../s/.............................. ..../s/................................
SIEMENS AG HL OSRAM Opto Semiconductors
GmbH & Co. OHG