OEM SUPPLY AGREEMENT PRICING AMENDMENT #6
Exhibit 10.11
OEM SUPPLY AGREEMENT PRICING AMENDMENT #6
This OEM Supply Agreement Pricing Amendment #6 (the “Amendment”) is made and entered into as of the 6th day of December, 202012 by and between FUJIFILM Dimatix, Inc., formerly known as Spectra Printing, a division of Dimatix, Inc. (“FUJIFILM”) and Kornit Digital Ltd. and Kornit Digital Technologies Ltd., a division of Kornit Digital Ltd. (“Company”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, as hereinafter defined.
WITNESSETH
WHEREAS, FUJIFILM and Company are parties to an OEM Supply Agreement dated January 6, 2006, OEM Supply Agreement Amendment #1 dated September 20, 2006, OEM Supply Agreement Amendment #2 dated September 1, 2007, OEM Supply Agreement Amendment #3 dated March 17, 2008, OEM Supply Agreement Amendment #4 dated July 1, 2010 and OEM Supply Agreement Pricing Amendment #5 dated October 4, 2011 (the “Agreement”), under which FUJIFILM provides to Company, and Company procures from FUJIFILM, certain FUJIFILM products for incorporation with Company products; and
WHEREAS, FUJIFILM and Company desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Schedule 2 of the Agreement is hereby deleted in its entirety and a new Schedule 2 is attached.
Additional Amendments:
1. Section 7.9 of the Agreement is hereby changed by replacing the address for notices to be sent to FUJIFILM to read as follows:
“In the case of FUJIFILM:
Chief Executive Officer
FUJIFILM Dimatix, Inc.
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
FUJIFILM Holdings America Corporation
Valhalla, NY 10595-1356
Attn: Legal Department
Facsimile:
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E-mail:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
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2. This Amendment will be effective as of the date above written.
3. The Agreement is amended only as expressly provided herein and otherwise remains unchanged in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in duplicate originals, or in signed fax copies to be followed by duplicate originals by their duly authorized representatives as of the date above written.
| FUJIFILM DIMATIX, INC. | KORNIT DIGITAL LTD. | |||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇ ▇▇▇-Zur | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | Name: | ▇▇▇▇ ▇▇▇-Zur | |
| Title: | CEO and President | Title: | CEO | |
| KORNIT DIGITAL TECHNOLOGIES LTD | ||||
| By: | /s/ ▇▇▇▇ ▇▇▇-Zur | |||
| Name: | ▇▇▇▇ ▇▇▇-Zur | |||
| Title: | CEO | |||
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
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SCHEDULE 2
PRICES FOR FUJIFILM PRODUCTS
The following prices include standard packaging.
| A. | PRINTHEADS and JETTING ASSEMBLIES |
| PART NUMBER | DESCRIPTION | ORDER QTY | UNIT PRICE | |
| 05536 | Nova JA 256/80 AAA | [***] | $ | [***] |
| 09493 | Galaxy JA 256/80 AAA | [***] | $ | [***] |
| 22140 | PQ-256/35 JM | [***] | $ | [***] |
| 22168 | PQ-256/85 JM | [***] | $ | [***] |
| B. | PRICE INCREASES |
Beginning twelve (12) months after the Effective Date, FUJIFILM may, by written notice delivered ninety (90) days in advance to Kornit, increase prices for FUJIFILM Products listed on this Schedule 2. Price increases will not apply to orders that are non-cancelable and non- deferrable (pursuant to Schedule 1) at the time of notice of the increase. Any notice of price increase in accordance with the foregoing shall constitute an amendment to this Schedule 2.
| C. | ROYALTIES |
| 1) | Beginning January 1, 2013, Kornit shall pay to FUJIFILM Royalty based on the total amount received by Kornit (net of returns, allowances, sales and use taxes) upon the sale to a Third Party Customer of Ink for use in Kornit Products, except FUJIFILM Ink as follows: |
| a) | At a rate equal to three and one half percent (3.5%) of the first $12 million on a yearly basis (with yearly defined as January 1 to December 31) and then at a rate equal to two percent (2%) of amounts over $12 million for the remainder of same year. |
| b) | The Royalty rate will reset as defined in a) above each January 1. |
| 2) | If Kornit does not supply Ink to a Third Party Customer for use in Kornit Products then Kornit shall, in lieu of paying the three and one half percent (3.5%) Royalty referenced in subsection 1) above, pay to FUJIFILM a Royalty equal to two percent (2%) of the total amount received by Kornit (net of returns, allowances, sales and use taxes) upon the sale to a Third Party Customer of Kornit Products, in addition to the price paid for such Kornit Product pursuant to this Schedule 2 |
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
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| D. | REBATE PROGRAM |
Kornit shall earn a per machine rebate for Galaxy JA 256/80 AAA Printheads (7 printheads per machine) that are used in the Kornit Breeze Direct on Garment Entry Level Printer. The rebate will be $[***] per printer shipped by Kornit ($[***] rebate x 7 printheads). The rebate will be issued as a credit toward current or new invoices for purchases of FUJIFILM Products. This rebate program became effective June 1, 2010.
*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
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