Common use of Wets Workflow Restrictions on IM Clause in Contracts

Wets Workflow Restrictions on IM. Commencing with the Addendum Effective Date, and continuing until [*], IM agrees not to ship (a) more than [*] of each Element of a Wets Workflow to a Competitor and/or (b) a [*] system(s) to a Strategic Account for use in the Strategic Fields without a written agreement that provides (i) ATMI, (ii) ATMI and IM or (iii) IM, subject to Section 2.5 of the Alliance Agreement between the parties dated November 17, 2006 (the “Alliance Agreement”), the right to source materials developed through the use of the [*] system(s) to that Strategic Account (absent mutual written consent of the parties to ship said system(s) without such sourcing rights). For the purposes of the preceding sentence, Section 2.5 of the Alliance Agreement shall be amended so that (x) references to “CDP Fields” shall include the Strategic Fields, and (y) references to “Materials” shall mean materials developed through the use of the [*] system(s) by the applicable Strategic Account. Nothing in this Addendum shall preclude IM from (a) shipping a Wets Workflow in whole or in part to a company that is not a Competitor or Strategic Account, (b) shipping two or more Elements of a Wets Workflow in whole or in part to a Competitor on or after [*], or (c) shipping a [*] system(s) to a Strategic Account for use in the Strategic Fields without rights to source the materials discovered through the use of the [*] systems on or after [*]. The foregoing shall in no way reduce IM’s obligations pursuant to Section 4.13 of the Agreement.