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EXHIBIT 10.3
(English Translation) AGREEMENT L 3387-4


CEA PixTech


AMENDMENT no. 4
TO THE LICENSE AGREEMENT
ON THE MICROTIPS DISPLAYS
(LICENSE AGREEMENT)


BETWEEN:


The (( COMMISSARIAT A L'ENERGIE ATOMIQUE )), a scientific, technical and industrial Public Company (( CEA )), having their registered office in Paris 15e, 31-33, rue de la Federation, represented by Mr. Marc Leger, Director of the Legal and Commercial Operations,


and:


the company PixTech, S.A. , formerly named Pixel International S. A., with a registered capital of FF. 53,529,600, registration no. 387 823 990 00024, hereby designated as (( PixTech )), having their registered office in 13790 ROUSSET, avenue Perroy, Zone Industrielle de Rousset, represented by Mr. Jean-Luc Grand- Clement, President,


IT HAS BEEN AGREED THE FOLLOWING:


P R E A M B L E


WHEREAS, on September 17, 1992, the CEA and PixTech have signed a license agreement in the field of microtips (the LICENSE AGREEMENT),


WHEREAS, in order to develop a subcontracted volume production, PixTech needs important financial means,


WHEREAS, in order to commercialize the presently contemplated volume production, PixTech is in discussion with the Japanese corporation SUMITOMO,


WHEREAS, within a DISTRIBUTION AND FINANCING AGREEMENT and of a CREDIT AGREEMENT, signed on July 21st, 1997, between PixTech, PixTech, Inc. a 100 % shareholder of PixTech, and SUMITOMO, SUMITOMO grants to PixTech, Inc. and thus indirectly to PixTech a $10 million loan over a 3 year period, subject to such modifications of the LICENSE AGREEMENT allowing SUMITOMO to obtain a CONDITIONAL GUARANTEE from CEA,


WHEREAS, according to the expected volume production and the commercialization by SUMITOMO of such production, yielding to licensing fees for CEA, CEA has agreed to support the implementation of the provisions of the DISTRIBUTION AND FINANCING CONTRACT,


WHEREAS, the present financial and technical situation of PixTech makes uncertain CEA's expected benefits from THE DISTRIBUTION AND FINANCING CONTRACT,


IT AS BEEN AGREED THE FOLLOWING:


ARTICLE 1 - PURPOSE OF THE AMENDMENT
------------------------------------


The present amendment no. 4 is intended to temporarily amend the
LICENSE AGREEMENT as to the license fees clauses, the commitment towards
SUMITOMO and the pledge of PixTech's patents.


ARTICLE 2 - TEMPORARY ADDITIONAL LICENSE FEES
---------------------------------------------


1. PixTech will pay for the use of the CEA KNOWLEDGE and PATENTS, as well as
of the joint share of the patents held in co-ownership with PixTech, a [ ]*
additional temporary licensing fee as to the license and under-licenses on
the out of tax amount of their sales of displays (including their
addressing electronics should it result from all or part of the KNOWLEDGE),
ex works, packaging expenses, transportation and commissions excluded.


PixTech will cease paying the temporary additional licensing fee as soon as
the cumulated amounts effectively due to CEA as to this licensing fee, or
the attached minima as per article 2 (2.) , will have reached an amount of
[ ]*.


2. PixTech's commitments as to the cumulated minima of remuneration as per
article 2 (1.) of the present amendment will be the following (in million
of dollars):


Years Cumulated US$ (x000)
----- ---------------------

[ ]* [ ]*
[ ]* [ ]*
[ ]* [ ]*
[ ]* [ ]*


The parties hereby agree that at the signature date, an amount of [ ]*,
corresponding to the minima forecaster for 1997, will be paid by PixTech to
CEA. As for 1998, 1999 and 2000, the payments will occur respectively on
October 23rd, 1998, October 23rd, 1999, October 23rd, 2000, i.e. at the
anniversary dates of the present amendment, being specified that these
amounts will be considered as an advanced payment to the amounts due


* Confidential Treatment Requested


for the addition temporarily license fee and payable the next following 31st of March of the corresponding year.


ARTICLE 3 - COMMITMENT FROM CEA TOWARDS SUMITOMO ------------------------------------------------


After duly motivated notification sent by SUMITOMO corporation to CEA, informing CEA of PixTech's failure as part of the CREDIT AGREEMENT between SUMITOMO and Pixtech, Inc., (the NOTIFICATION), CEA will transfer to SUMITOMO [ ]* of the amounts which will have been paid directly to CEA by Motorola, Raytheon, Futaba or any other PixTech licensee, and not questioned by a third party at the date of the payment by CEA to SUMITOMO, should these amounts being due by PixTech's licensees at the time of the notification by SUMITOMO or should these amounts become due to PixTech or CEA after notification by SUMITOMO. This pay-back will be allocated by SUMITOMO to the repayment of the debts from PixTech, Inc. towards SUMITOMO.


The obligation of CEA towards SUMITOMO will cease when PixTech, Inc.'s debts towards SUMITOMO as per the LOAN AGREEMENT will have reached [ ]*, bei
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