Exhibit 10.39
Amendment to
FSI Exclusive Distributorship Agreement
Dated August 14, 1991
between
FSI INTERNATIONAL, INC.
and
m•FSI LTD.
This Amendment
(the “Amendment”) to the FSI Exclusive Distributorship
Agreement dated 14th of August, 1991, as amended by that certain
amendment made as of July 31, 1999, and further amendment to
Article 7. Warranty of Exclusive Distribution Agreement
effective April 16, 1999 (such agreement, as amended, is
hereinafter referred to as the “Distributorship
Agreement”) is made as of November 14, 2003 between FSI
International, Inc. (“FSI”) and m•FSI Ltd.
(“m•;FSI”).
WHEREAS, FSI and
m•FSI are parties to the Distributorship Agreement, in which
FSI provides m•FSI with the exclusive rights to distribute the
Products (“Products”) in specified territories
(“Territory”), both of which are defined in the
Distributorship Agreement.
WHEREAS, the
Products defined in the Distributorship Agreement include
photolithographic processing systems (“MLD Systems”)
which had been manufactured or sold by the Microlithography
Division of FSI (“MLD”).
WHEREAS, FSI
announced its intention to discontinue microlithography business
(“ML Business”) on March 17, 2003.
WHEREAS, FSI
intends to continue providing after-sale support of the installed
base of the MLD Systems through FSI’s POLARIS Systems and
Services (“PSS Business”).
WHEREAS, the
parties hereto desire to amend the Distributorship Agreement and to
otherwise set forth certain rights and obligations with respect to
one another to reflect FSI’s diminishing the ML
Business.
NOW
THEREFORE, pursuant to the above, the covenants and promises which
follow, and other valuable consideration, the parties agree as
follows:
1. Amendment to the Definition of
the Products
The
definition of “Products” in the Distributorship
Agreement shall be revised to delete any reference to
photolithographic processing systems or products previously
manufactured or sold by MLD, or that are currently being or in the
future are designed or developed by the PSS Business, including
spare parts and consumables relating thereto (collectively, the
“MLD Products”).
2. Amendment to
Appendix
The
existing Appendix (FSI Product List) dated 4/22/91 to the
Distributorship Agreement is hereby deleted in its
entirety
