Amendment to Transfer Agreement dated June 27, 2003 Between voxeljet technology GmbH Am Mittleren Moos 15
Exhibit 10.7
Amendment to Transfer Agreement dated June 27, 2003
Between
voxeljet technology GmbH
Am Xxxxxxxxx Xxxx 00
X 00000 Xxxxxxxx
(Formerly known as Generis GmbH)
And
Prometal RCT GmbH
Am Mittleren Xxxx 41
D 86167 Augsburg
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Preamble
Voxeljet GmbH and Extrude Hone GmbH are parties to a Patent and Know How Transfer Agreement dated June 27, 2003 whereby Extrude Hone Germany obtained the rights in certain patents and other intellectual properties of Generis (collectively the “Generis Sand IP”) which were subsequently transferred to Prometal RCT GmbH.
According to §4.2 of this agreement voxeljet requires the prior written consent of Prometal RCT to sell machines containing Generis Sand Technology.
On April 3rd 2007 a verbal understanding was reached containing the following basic points:
License for Voxeljet
Voxeljet will be granted a license on Prometal’s share in Generis Sand IP to build 3D printing machines for plastic forms and parts.
The license fee is based on §5.4 of the Patent and Know How Transfer agreement. The start point is the business year 2005.
The license fee will be calculated from the net sales price of the voxeljet plastic printing machines:
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Business year |
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2005 |
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2006 |
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2007 |
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2008 |
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2009 |
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2010 |
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[***] |
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[***] |
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[***] |
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[***] |
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[***] |
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[***] |
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Sales of Voxeljet plastic printing equipment
Voxeljet agrees to use the EX ONE LLC Company (parent company to Prometal RCT) and its affiliates as a preferred partner to sell and market the plastic printing machines in international Markets especially in North America and Japan.
License fee on job shop machine
The calculation base for the license fee on internally used job shop machines is [***] of the List price of the respective machine. This calculation method applies to all machines used within voxeljet and the EX ONE group and coveres RCT sand printing machines as well as voxeljet plastic printing machines.
License Fee for consecutive years
Starting with deliveries of licensed goods in 2009 the license fee from Prometal to voxeljet will be calculated from the net sales price of the sand printing machines at a rate of [***].
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Starting with deliveries of licensed goods in 2010 the license fee from voxeljet to Prometal will be calculated from the net sales price of the plastic printing machines at a rate of [***].
The obligation to pay license fees in both directions ends with expiration of the last issued patent falling under the Generis Sand IP.
Reports and payment
The license fee shall be calculated on an annual basis not later than 28th of February of the consecutive year.
The corresponding report shall list at least the type of machine, its serial number, the customer, date of delivery and sales price.
License fees are due 30 days after filing the report.
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Augsburg, July 14, 2009 |
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14.07.2009 |
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/s/ Rainer Höchsmann |
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/s/ Xxxx Xxxxxx |
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Xxxxxx Höchsmann |
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Xx. Xxxx Xxxxxx |
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Prometal RCT GmbH |
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Voxeljet technology GmbH |
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
