1
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83
AND 230.406. * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST THAT IS FILED SEPARATELY WITH THE COMMISSION.
EXHIBIT 10.20
DEVELOPMENT AND MANUFACTURING AGREEMENT FOR
RGB-LASERS
This Development and Manufacturing Agreement (The "Agreement") is dated July
1st, 1996 and is by and between the following Parties:
LASER POWER CORPORATION
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇
- hereinafter referred to as "LPC" -
and
LDT GmbH & Co.
LASER-DISPLAY-TECHNOLOGIE KG
▇▇▇▇-Zeiss-Stra(beta)e 2 (Haus 4)
07552 ▇▇▇▇
GERMANY
- hereinafter referred to as "LDT" -
SECTION 1: INTRODUCTION
1.1 LPC is very experienced in the field of the development and manufacturing of
red, green and blue (RGB) solid-state microlasers. LDT is a company established
for the development and marketing of scanning single beam direct write laser
display systems and the technology associated with such systems.
1.2 During the past year the parties conducted discussions concerning the
development of RGB microlasers for the LDT display systems described in Section
1.1 and further in Section 2.4. The parties executed a Non Disclosure Agreement
on February 22, 1996 and a memorandum of Understanding (MOU) on May 22, 1996 on
the basis of LPC's development offer dated March 28, 1996, supplemented on April
12, 1996.
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1.3 By signing of the above mentioned MOU the parties agreed that the
development activities of LPC shall begin after payment of [ *** ]. The payment
was received by LPC on June 20, 1996 and work began officially on July 1, 1996.
SECTION 2: DEFINITIONS
2.1 "Development Project" is that development project which is the subject of
this Agreement and described in Annexes A and B.
2.2 "LPC Microlaser" means a separate red, green, or blue diode-pumped solid
state microlaser based on technology developed by LPC.
2.3 "RGB Solid-State Microlaser" means an assembly of red, green, and blue LPC
Microlasers to be used in a Contract Product or License Product as defined in
Sections 2.5 and 2.6.
2.4 "LDT Product" means a scanning beam direct write laser display system, such
system using RGB lasers based on any laser technology, each red, green, and blue
beam from said lasers being modulated by some fashion in order to impress
information onto said beams, said beams being combined into one beam which is
focused into a light guide, such light guide meant to deliver the modulated,
combined beam to a beam scanning head.
2.5 "Contract Product" means an LDT Product according to the specifications
listed in Annex A, where the laser technology employed is an RGB Solid-State
Microlaser, the modulation technology employed is [ *** ] and
the [ *** ].
2.6 License product is a product or one of its components which is derived from
the Contract Product and incorporates Project Technology and/or Project
Intellectual Property.
2.7 "Other Technology" means the technology in and to the LPC Microlasers and
displays employing same, including (without limitation) all designs, drawings,
prototypes, software, data, know-how and other proprietary information relating
to microlasers and displays that were (1) previously created or developed in
connection with other projects conducted by LPC, alone or with others, prior to
the beginning of the Development Project, or (2) are or will be created or
developed in connection with other projects not funded by LDT during or after
the performance period of the Development Project.
2.8 "Other Patents" means patents, patent applications and inventions that were
(1) previously conceived by LPC prior to the beginning of this Development
Project or (2) are or will be created in connection with other projects not
funded by LDT during or after the performance period of the Development Project.
* CONFIDENTIAL TREATMENT REQUESTED
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2.9 "Project Technology" means the technology, designs, know-how, soft-▇▇▇▇ and
firmware developed or created in connection with the Development Project by LPC
excluding Other Technology.
2.10 "Project Intellectual Property" shall mean the Intellectual Property such
as patents, patent applications, inventions, copyrights, etc. in or to the
Project Technology, excluding Other Patents.
2.11 An "Affiliate" of a party shall mean any person, corporation or entity (a)
who is directly or indirectly controlled by the party, or (b) who directly or
indirectly controls the party, or (c) who is controlled by any person(s),
corporation(s) or entity(ies) who also control(s) the party. Control may be
direct or indirect with a share interest - direct or indirect - of 50% or more.
Each party is responsible for its Affiliates and for ensuring the compliance of
its Affiliates with this Agreement.
2.12 "Confidential Information" means all confidential or proprietary
information disclosed or made available by the disclosing party to the receiving
party, which is designated in writing, or verbally as confidential or
proprietary information, or is observed by the receiving party while on the
premises of the disclosing party. Notwithstanding the foregoing, Confidential
Information shall not include any Information which the receiving party can show
(a) is now or later becomes available in the public domain without breach of
this Agreement by the receiving party, (b) was in the possession of the
receiving party prior to the disclosure to the receiving party by the disclosing
party, (c) was received from a third party without breach of any nondisclosure
obligations to the disclosing party or otherwise in violation of the disclosing
party's rights, or (d) was developed by the receiving party independently of any
Confidential Information received from the disclosing party.
2.13 "LDT Licensees" means third parties who may enter into a license agreement
with LDT with respect to the production, sale, lease, use or any other disposal
of an LDT Product for professional or commercial purposes including TV systems.
2.14 "LDT Business Field" means business activities which are related to the LDT
Product.
2.15 "LPC Business Field" means all LPC activities at the closing date of the
Agreement including Proxima business field as defined in the MOU.
2.16 "Annex A" is that certain Annex A attached hereto which sets forth the
performance specifications for the Contract Product and the License Product,
which may be amended from time to time by mutual written agreement of the
parties.
2.17 "Annex B" is that certain Annex B attached hereto which sets forth the work
plan and schedule for the Development Project, which may be amended from time to
time by mutual written agreement of the parties.
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2.18 "Basic Program" and "Option Program" are as defined in Annex A and Annex B.
SECTION 3: SCOPE OF DEVELOPMENT ACTIVITIES
3.1 LPC shall make reasonable efforts to develop the Contract Product with the
performance specifications set forth in Annex A, and in accordance with the work
plan and time schedule set forth in Annex B.
3.2 LPC shall use reasonable efforts to develop the Contract Product in a
manufacturing technology appropriate for production by LPC.
3.3 LPC agrees to provide sufficient and approved engineering resources and
development tools necessary for the execution of the Development Program in
accordance with the provisions of Annex B.
3.4 Annexes A and B are hereby made a part of the Agreement.
SECTION 4: EXECUTION OF THE AGREEMENT AND COLLABORATION OF LDT
4.1 LDT will furnish to LPC, [***] and in a timely fashion, the documents
and information necessary to perform the development activities within the
specified time frame as set forth in Annex B. All documents and information are
provided to LPC on loan for the purpose of LPC performing its obligation under
this Agreement and shall be returned to LDT upon termination of the Agreement.
4.2 During the performance period of the Agreement, LDT also will provide, [***]
and in a timely fashion, the required collaborative actions as set forth in
Annex B, including (without limitation) the discussion and testing of interim
milestone results.
4.3 LPC will transmit to LDT [***] reports concerning the development
progress. The report shall set forth any actual or potential delay in completing
the Development Program in accordance with the time schedule set forth in Annex
B or the discovery of any fact which could adversely impact the development
goals.
4.4 The parties shall meet every [***] when LPC will verbally report to LDT
on the development status, necessary modifications of the specifications and any
risk to the development progress. LPC shall provide LDT with copies of all
documents and information concerning the attained development results except
those which would violate third party rights.
4.5 LPC shall fulfill its obligations to perform the development activities by
exploiting newest state of the art technology and utilizing the know-how and
experience at its disposal to the extent not in violation of any law, rule or
regulation, or the rights of any third parties.
4.6 The results of the development activities shall be written in technical
documentation, including construction drawings, which shall be provided to LDT
upon termination of the Basic Program and the Option Program; provided, however,
if disclosure of any of the information to be provided by LPC pursuant to this
section would violate third party rights, LPC shall have the right to exclude
such information from such documentation.
4.7 LDT will receive the developed prototypes as described in Annex A [***]
within the agreed time frame as set forth in Annex B. but subject to delays
beyond the reasonable control of LPC. Documentation as described in Section 4.6
will be delivered to LDT concurrent with the prototypes. Upon delivery the above
items become the property of LDT.
*CONFIDENTIAL TREATMENT REQUESTED
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SECTION 5: CHANGES OF THE SPECIFICATION
5.1 LDT has the right, during the development activities, to make changes in the
specifications as set forth in Annex A, to the extent such modifications are
both necessary and possible, but subject to the agreement of LPC. Before a
modification desired by LDT is implemented,the parties shall agree in writing,
whether such change requires (1) a reduction or increase of costs and/or (2) a
chance in the time schedule set forth in Annex B. If the parties are not able to
agree, such failure shall not Give use to the other party's right to terminate
the Agreement with cause.
5.2 LPC may request chances to the specifications set forth in Annex A due to
unforeseen events or other reasons beyond the reasonable control of LPC, subject
to agreement of LDT. Before proposed changes are implemented, both parties shall
agree in writing as to the terms of the chance, the appropriate increase or
decrease in price and the modification in the time schedule set forth in Annex
B, as necessary.
SECTION 6: ACCEPTANCE
6.1 LPC shall submit to LDT the development results in accordance with the
milestones schedule set forth in Annex B, subject to delays beyond the
reasonable control of LPC. LDT shall test the RGB laser prototypes delivered by
LPC at the end of the Basic Program and the system delivered at the end of the
Option Program.
6.2 The prototypes and the system will be considered as conforming to
specification. unless within 20 days after submission. LDT submits to LPC in
writing a specific, detailed complaint. In the event that LPC receives such a
complaint, LPC shall respond to the complaints within 20 days and, if necessary,
to repair, replace, or otherwise correct any deviation from specifications
within a mutually agreed upon period of time.
6.3 If the deviations are not correctable or a deviation from specification is
not possible, the parties will discuss whether the Development Program may be
continued by adaptation of specification under terms and conditions mutually
agreed upon, or shall be terminated. In the event that LDT decides to terminate
the development activities caused by non-fulfillment of the specification
according to Annex A, [***] except as provided in Section 9.3).
6.4 Development costs paid to LPC in accordance with successfully accomplished
milestones are [***].
SECTION 7: IMPLEMENTATION DATES
7.1 Contractually agreed upon implementation dates of LPC according to Annex B
are binding fixed dates, unless the circumstances specified in Section 7.2
occur. The parties will inform each other as soon as possible about any fact
which such party believes could adversely impact the time schedule set forth in
Annex B and will initiate any reasonable step to avoid such time delay.
*CONFIDENTIAL TREATMENT REQUESTED
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7.2 Implementation dates will be extended by a suitable period, to be upon in
each individual case, if unforeseen events beyond the reasonable control of LPC
occur, including without limitation force majeure events.
7.3 If the implementation dates set forth in Annex B are exceeded by more than
30 days for reasons which are not beyond the reasonable control of LPC, LDT
shall have the right to demand immediate fulfillment of said implementation no
later than 60 days from the original implementation date. If LPC is still in
arrears after expiration of said 60-day period, then at LDT's election it may
extend the period for fulfillment or terminate the Agreement, stop further
payments and withhold the last holdback amount, subject to the provisions of
Section 9.3.
7.4 Unless LPC is guilty of malfeasance or gross negligence, then LDT's sole
remedy hereunder for any breach or failure under the Agreement shall be to
terminate this Agreement, to stop additional payment, and withhold holdback
amount per section 9.3.
SECTION 8: TERMINATION BY LDT
LDT has the right to terminate the Agreement at any time with cause or without
cause. "With cause" shall not include a failure by LPC to fulfill or perform any
of its obligations hereunder if such failure is beyond the reasonable control of
LPC. If LDT terminates the Agreement without cause, then LDT shall pay to LPC
the amount of development costs already incurred by LPC for development
activities plus unavoidable termination costs of LPC. The unavoidable
termination costs in no case shall be higher than [***]. All invoiced costs must
be adequately documented by LPC. If LDT terminates this Agreement with cause,
then, except as otherwise provided in Section 7.4, its sole remedy shall be to
terminate this Agreement and withhold payment of any holdback amounts, subject
to the provisions of Section 9.3.
SECTION 9: DEVELOPMENT COSTS
9.1 The development costs of LPC for all development activities as defined in
Annex A and B are fixed costs, except as mutually agreed to by the parties as
follows and payable by LDT in advance for each phase:
Basic Program
-------------
9.1.1 Milestone I [***]
9.1.2 Milestone II [***]
9.1.3 Milestone III [***]
-----
[***]
Additional Program (in parallel to the Basic program)
9.1.4 Milestone IV [***]
9.1.5 Milestone V [***]
9.1.6 Milestone VI [***]
-----
[***]
*CONFIDENTIAL TREATMENT REQUESTED
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9.2 In accordance with the MOU, LDT has paid to LPC a start up amount of
[***]. This amount will be [***] for the first
Milestone according to Section 9.1.1
9.3 LDT will pay the development costs according to Section 9.1 for each
Milestone program as defined in Annex B [***]. [***] will be paid by LDT to LPC
in the event that LDT decides, after reviewing the development results of the
specific milestone program, to proceed with the next milestone or, in the event
that LDT terminates the Agreement without cause. If LDT elects to terminate
because LPC has not met a milestone, yet the milestone has been partially met
(for example, blue and green portion is met, red portion is not met), then LDT
will [***] which can be [***] of the milestone. Similar considerations apply at
the end of the Development Program.
9.4 LDT will review the development results of each milestone within [***] of
submission by LPC, but agrees that LPC shall proceed with its development
activities with respect to the next milestone in order to avoid any time delay.
In the event that LDT terminates the Agreement after such review, then such
termination shall be a termination without cause pursuant to Section 8 thereof.
Failure to notify within [***] will be deemed an approval to proceed with the
next milestone.
9.5 LDT shall make payments in US-Dollars immediately upon approval or deemed
approval for proceeding with the next milestone.
SECTION 10: DEVELOPMENT RESULTS AND PROTECTIVE RIGHTS
10.1 Other Technology and Other Patents of LPC shall remain in the sole
ownership of LPC and LDT shall not succeed to any interest therein by the virtue
of this Agreement or the activities contemplated hereunder. LPC agrees, that in
the case that LPC cannot or does not wish to fulfill the supply needs (in
respect to commercially reasonable prices, volume, delivery time and quality) of
LDT, its Affiliates and/or LDT Licensees such that a second source for such
products is required or two years after the end of development program LDT
decides that a second source is necessary. Then LPC will grant to another
manufacturer necessary licenses, provided reasonable terms and conditions can be
agreed upon, including without limitations royalties payable to LPC.
10.2 All Project Technology and all Project Intellectual Property shall be
jointly owned by LDT and LPC, except as otherwise provided herein. With respect
to patents and patent applications included within the Project Intellectual
Property the inventions covered thereby shall be jointly owned by the parties
and LPC shall be responsible for (i) filing the patent applications first in USA
and later on in other foreign countries as mutually agreed upon by both parties,
and (ii) preparing for execution such documents as required to vest ownership
jointly in LPC and LDT.
10.3 Except as otherwise provided herein the parties will [***] related to the
formal protection of Project Intellectual Property.
*CONFIDENTIAL TREATMENT REQUESTED
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10.4 At least three months before the one year priority period after filing of
patent applications in USA the parties will decide about the filing of
corresponding applications in other countries. If a party decides not to
participate in the filing of a patent application in USA or later on in any
other country the other party has the right to do it in its own name and must
[***] to the respective patent application. In such case the
party acting as sole applicant owns all rights in such patents and patent
applications, and the nonparticipating party agrees to cooperate as necessary to
allow the other party to obtain patent protection, such as reviewing
applications and signing documents associated therewith.
If one party decides at any time to not further participate in the [***] for
patents and patent applications according to Section 10.3, then that party must
notify the other party in writing, and subsequent thereto, if the other party
decides to continue [***] the patent or patent application then such party will
become the [***] of the patent applications and patents resulting therefrom and
will [***]. The notifying party agrees to perform all necessary tasks, including
executing necessary documents to [***] to the [***] and the [***] will not be
required to [***] the notifying party for previously [***], and the [***] has no
responsibility to [***] for such patents to the other party and such patent is
no longer Project Intellectual Property.
10.5 LPC shall take all efforts necessary to protect any invention arising
during the development activities. LPC will inform LDT as soon as possible about
any invention and to the extent patentable both parties will cooperate in the
preparation, filing and prosecution of mutually owned patent applications in USA
and any other country.
10.6 All Project Technology and Project Intellectual Property may be used
without restriction by LPC for its LPC Business Field and by LDT for its LDT
Business Field. Neither party shall be required to account to the other party
for such use and both parties agree not to interfere in the business activity
reserved for the other party as described above.
10.7 In its reserved business activity each party has the right to grant
sublicenses or user rights under the Project Technology and Project Intellectual
Property jointly owned under terms and conditions which are subject to the sole
discretion of the entitled party. User rights and sublicenses for Project
Technology and Project Intellectual Property in common ownership for all other
business fields may be granted by both parties under terms and conditions
mutually agreed upon.
10.8 In undertaking to develop and in developing the Contract Products
hereunder, LPC will not knowingly infringe any valid patent, copyright, trade
secret right or any other intellectual property right of any third party except
for any exceptions listed in Annex C, which may be amended from time to time by
mutual agreement. The parties will inform each other immediately about any third
party Intellectual Property Right which comes to the knowledge of the party and
which could be infringed by manufacturing use or sale of Contract Products or
License Products.
*CONFIDENTIAL TREATMENT REQUESTED
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10.9 LPC will use best efforts to a) avoid any infringement of third party
patents or, if this is not possible, b) to design around or, c) to obtain a
license under such third party patents. LDT and LPC will agree to any amendments
to the Agreement necessary to ensure that technology used in the Development
Project does not infringe upon existing valid patents.
SECTION 11: PRODUCTION OF CONTRACT PRODUCTS
11.1 LPC takes the obligation to manufacture and sell the developed Contract
Products and License Products [***] in the necessary quantities and quality
under reasonable and marketable but in any case most favorable supply and price
conditions for like product and quantity. For the delivery of Contract Products
and License Products in quantities the parties will close separately
corresponding supply agreements.
11.2 LPC has the right to sell Contract Products and License Products to any
third party. For sales to companies which are not Affiliates of LDT or LDT
Licensees [***]. In such case LDT shall receive for [***]:
- [***] of the net sales price of the sold Contract Products
and License Products by LPC up to a total volume of
[***].
- [***] of the net sales price of the sold Contract Products
and License Products for volume beyond [***].
The royalty payments are valid for only [ *** ] from the end of the
Development Project, as far as Project Technology is concerned, and for the
lifetime of patents as far as Project Intellectual Property is concerned. Net
sales price shall mean [ *** ].
11.3 Commencing with the [ *** ], and each [ *** ] thereafter, within [ *** ]
days after the end of each [ *** ]. LPC shall [ *** ].
11.4 LDT shall have the right to have an independent third party accounting firm
acceptable to both parties, audit LPC's compliance with the terms of this
Agreement upon reasonable notice to LPC. Such audit shall be conducted not more
than once a year. The auditor shall not disclose any financial information but
shall only state that the remitted royalty payments were correct or that a
credit or additional amounts are due and owing. LPC shall maintain and retain
appropriate records for three (3) years after the end of each accounting year.
If payment of royalties are underpaid by [ *** ] or more, then LPC shall pay the
costs for the audit. Otherwise, the audit costs shall be paid by LDT. Any
additional payments shall be made within [ *** ] days of the audit. Any credit
shall be credited with the [ *** ] under this Agreement.
* CONFIDENTIAL TREATMENT REQUESTED
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SECTION 12: COMPETITIVE PROHIBITION
LPC agrees, for the duration of the Development Project plus an additional two
year periods, not to develop or deliver Contract Products or License Products to
be used in payment applications based on or substantially similar to the LDT
Product for any third party without prior approval of LDT. Any publication of
the existence and content of this Agreement, the development results or the
intention to start series production for LDT respectively, its Affiliates or its
LDT Licensees is only allowed after prior written approval of LDT.
SECTION 13: CONFIDENTIALITY
13.1 It may become necessary during the course of this Agreement for a party to
disclose to the other Confidential Information. Written Confidential Information
shall be clearly labeled "Proprietary", "Confidential", or the like. Oral,
visual or machine readable Confidential Information shall be so identified at
the time of disclosure and summarized within (30) days of the disclosure by the
disclosing party in writing to the receiving party.
13.2 The receiving party shall maintain all such Confidential Information in
confidence and shall not disclose it to a third party without the prior written
consent of the disclosing party.
These nondisclosure obligations shall terminate ten (10) years after receipt of
such information. This section 13.2 shall survive the expiration or any
termination of this Agreement.
13.3 Project Technology shall not be considered as Confidential Information
related to LDT as far as no Other Technology is involved. LDT has the right to
provide Confidential Information to its Affiliates and LDT Licensees as far as
this is necessary for the introduction and commercialization of Contract
Products respectively, any equipment containing such Contract Products, except
that when such Confidential Information would violate third party rights, then
LPC's permission to provide the Confidential Information is required.
SECTION 14: REPRESENTATIONS
LPC and LDT, each for itself, represents and warrants that it is duly organized,
existing and in good standing under the laws of its applicable jurisdiction,
with full power and authority to enter into this Agreement and to perform its
obligations herein and under any instrument executed pursuant hereto, except for
any exceptions listed in Annex C. LPC and LDT represent and warrant that the
execution of this Agreement and the performance of its obligations herein and
under any instruments executed pursuant hereto have been duly authorized by all
necessary action and do not and will not conflict with, result in a violation
of, or constitute a default under any provision of any Agreement binding upon it
or restricting the use of its properties, or of any law, regulation or court
order applicable to it, except for any exceptions listed in Annex C.
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SECTION 15: TERM AND TERMINATION
15.1 This Agreement becomes effective retrospective on July 1, 1996 with the
signature of both parties and shall continue until December 31, 1999. Section
10, 11 and 12 shall survive the termination of the Agreement for the lifetime of
Contract Products, License Products, and Project Intellectual Property. Section
13 shall survive according to the stipulation in Section 13.
15.2 LDT may terminate the Agreement at any time according to the stipulation in
Section 8.
15.3 If a party breaches this Agreement and fails to cure said breach within 30
days of written notice from the non-breaching party, the non-breaching party may
terminate this Agreement upon 45 days advance notice of termination. If the
breaching party reasonably requires more than 30 days to cure the breach, the 30
day period shall be extended as reasonably necessary, provided that the
breaching party is diligent in pursuing the cure to completion. Such termination
shall be in addition to any other relief and remedies to which the non-breaching
party may be entitled.
SECTION 16: PLACE OF PERFORMANCE
Place of performance for all development activities according to this Agreement
by LPC is San Diego, California, USA, and/or other locations as the parties may
mutually agree.
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SECTION 17: JURISDICTION AND DISPUTE RESOLUTION
The rights and obligations of the parties under this Agreement shall be covered
by and construed under the laws of the State of California, including its
Uniform Commercial Code. Any dispute or claim arising out of this Agreement
shall be finally settled by binding arbitration in San Diego, California by one
(1) arbitrator, which arbitration shall be administered by and in accordance
with the then existing Rules of Practice and Procedure of Judicial Arbitration
and Mediation Services, Inc. ("JAMS"), or a similar organization to be mutually
agreed upon by the parties. Such arbitration shall be governed by the
substantive laws of the State of California, without reference to conflict of
law principles. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.
SECTION 18: SEVERABILITY
In case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision(s) had never been contained herein; provided
that such invalid, illegal or unenforceable provisions shall firsts be
curtailed, limited or amended to the extent necessary to remove such invalidity,
illegality or unenforceability with respect to the applicable law as it shall
then be applied. This provision shall be enforced to the extent that it is
enforceable.
SECTION 19: FINAL PROVISION
19.1 Neither party has the rights nor the power to assign this Agreement without
first obtaining the written consent of the other party except to the assignment
to an Affiliate of the respective party. Such consent shall not be unreasonably
withheld. Such consent is deemed given if the assignment is to a person or
entity which purchases or acquires substantially all of the business assets of a
party. Any assignee must deliver to the other party a written acceptance of this
Agreement and the assigning party's obligations thereunder.
19.2 This Agreement constitutes the final and complete agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
agreements, understandings, negotiations and discussions, written or oral,
between the parties with respect thereto, including, without limitation, the
MOU. Any modification, revision or amendment of this Agreement shall not be
effective unless made in a writing executed by both of the parties.
19.3 All notices, requests, demands and other communications hereunder shall be
in writing and shall be sent by registered certified mail, return receipt
requested, or by commercial courier or by facsimile transmission to the parties
at the addresses set forth at the beginning of the Agreement, or to such other
person and place as either party shall designate for itself by notice to the
other party.
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19.4 To the extent that any version of the Agreement exists in a language other
that English, the English version shall be controlling and represent the
agreement of the parties.
LASER POWER CORPORATION LDT GmbH & Co.
Laser-Display-Technologie KG
▇▇▇▇, the 20th September 1996 ▇▇▇▇, the Sept. 20th, 1996
---------------------- --------------------
Signature /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Signature /s/ ▇▇▇▇▇▇▇▇▇ DETER
---------------------- --------------------
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇▇▇ Deter
--------------------------- -------------------------
Title CEO Title General Manager
-------------------------- ------------------------
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ANNEX A
15
Laser Power Corporation Company Proprietary
REQUIREMENT DEFINITION
[ * * * ]
Laser Power Corporation Company Proprietary
* CONFIDENTIAL TREATMENT REQUESTED
16
Laser Power Corporation Company Proprietary
TABLE I
ANNEX A
RGB MICROLASER SPECIFICATION
[ * * * ]
Laser Power Corporation Company Proprietary
* CONFIDENTIAL TREATMENT REQUESTED
17
ANNEX B
18
Laser Power Corporation Company Proprietary
[ * * * ]
Laser Power Corporation Company Proprietary
* CONFIDENTIAL TREATMENT REQUESTED
19
Laser Power Corporation Company Proprietary
[ * * * ]
Laser Power Corporation Company Proprietary
* CONFIDENTIAL TREATMENT REQUESTED
20
Laser Power Corporation Company Proprietary
[ * * * ]
Laser Power Corporation Company Proprietary
* CONFIDENTIAL TREATMENT REQUESTED
21
-------------------------------------------------------------------------------
PROGRAM SCHEDULE
ANNEX B - TABLE II
-------------------------------------------------------------------------------
[***]
* CONFIDENTIAL TREATMENT REQUESTED
22
Laser Power Corporation Company Proprietary
ANNEX C
Laser Power Corporation Company Proprietary
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Laser Power Corporation Company Proprietary
ANNEX C
United States patent number 4,809,291 entitled "Diode Pumped Laser and Doubling
to Obtain Blue Light" covers certain blue laser technology (the "Stanford
Patent"). LPC's blue microlaser may infringe upon the Stanford Patent.
LPC is at present working on various means to avoid infringement of the Stanford
Patent in the future, including licensing and design-around, and holds a good
faith belief that a satisfactory solution will be found, but can give no
guarantee that this will be the case.
While LPC has demonstrated a high degree of competency in performing research
and development on microlasers and microlaser-based display systems, it has
little experience manufacturing products based on these technologies. Although
LPC believes it will be able to successfully manufacture volumes of microlasers
necessary to fulfill the needs of LDT, its Affiliates, and its Licensees, LPC
can give no guarantee that this will be the case.
The field of diode pumped solid-state lasers is rapidly growing, and there may
be issued or pending patents of which LPC is not aware upon which LPC microlaser
technology infringes. If LPC becomes aware of such patents, LPC believes it can
obtain licenses or design around such patents, but LPC can give no guarantee
that this will be the case.
Laser Power Corporation Company Proprietary
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