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EXHIBIT 10.3
LICENSE
AGREEMENT
THIS AGREEMENT made and entered into
this 21st day of December, 2006, by and between
On one side, [**********]
CONFIDENTIAL TREATMENT REQUESTED having address at
FUNDACION FATRONIK, with a registered office in Paseo
Mikeletegi, 7 Parque TecnolOgico MiramOn, E-20009, Donostia-San
Sebastian, (Spain).
On the other, [**********]
CONFIDENTIAL TREATMENT REQUESTED , having address at Adept
Technology GmbH, Otto-Hahn-Str. 23, D – 44227 Dortmund,
Germany.
The first, in the name and on behalf of
FUNDACION FATRONIK, with a registered office in Paseo
Mikeletegi, 7 Parque TecnolOgico MiramOn, E20009, Donostia-San
Sebastian, (Spain) (hereinafter, “LICENSOR”)
And the second, in the name and on
behalf of ADEPT TECHNOLOGY INC, a corporation organized and
existing under laws of California, with a registered office in 3011
Triad Drive, Livermore, California, USA, (hereinafter
LICENSEE).
Both parties mutually acknowledge their
capacity for the present license agreement
[ ********** ] CONFIDENTIAL
INFORMATION MARKED BY BRACKETS HAS BEEN OMITTED AND AN UNREDACTED
VERSION FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
1
WHEREAS
| I. |
Both parties develop, license and sell products and technology
in the robot and packaging industry. |
| II. |
Licensor has developed a Parallel Robot (PAR 4 concept),
hereinafter QUICKPLACER ROBOT. |
| III. |
LICENSOR has filed a PCT application to patent the QUICKPLACER
ROBOT, hereinafter the APPLICATION, enclosed in SCHEDULE I
hereto. |
| IV. |
LICENSEE is interested in obtaining a license of the
aforementioned patent application and the related technology, in
order to manufacture a standard product to be sold in the Territory
specified in the present agreement. |
NOW THEREFORE, LICENSOR and
LICENSEE agree as follows:
FIRST,-OBJECT OF THE
AGREEMENT
| 1.1 |
LICENSOR agrees to grant and does hereby grant to LICENSEE a
[**********] LICENSE in respect of the patent application to
manufacture, market, sell and service the QUICKPLACER
ROBOT[**********] CONFIDENTIAL TREATMENT REQUESTED
. |
[ ********** ] CONFIDENTIAL
INFORMATION MARKED BY BRACKETS HAS BEEN OMITTED AND AN UNREDACTED
VERSION FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
2
| 1.2 |
The rights and obligations herein will also be applicable to
the patents obtained as a result of the patent application which
shall be listed in SI-LEDULE II hereto. Any such patents shall be
subject to all of the terms and conditions of this
agreement. |
| 1.3 |
Furthermore, the license shall include all Know How and
technical information that LICENSOR presently owns or has
available, or that he will own or have available in the future,
regarding the development, production and operation of the
QUICKPLACER ROBOT. |
| 1.4 |
LICENSEE shall be free to waive his right to exclusivity with
respect to one or more countries at any time. |
SECOND.- TERRITORY
[**********] CONFIDENTIAL TREATMENT REQUESTED
THIRD.- EFFECTIVE DATE AND
DURATION
| 3.1 |
The present Agreement shall enter into force at the date of its
execution by the parties. |
| 3.2 |
The present Agreement shall have an initial term of SIX YEARS
which shall be automatically renewed for further one-year periods
unless either party serves express notice of termination by
writing, six months before the end of the initial term or any of
the extensions thereof. |
[ ********** ] CONFIDENTIAL
INFORMATION MARKED BY BRACKETS HAS BEEN OMITTED AND AN UNREDACTED
VERSION FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
3
FOURTH.-
EXCLUSIVITY
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4.1
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In return for the exclusivity
granted, LICENSEE undertakes to sell a minimum quantity of the
QUICKPLACER ROBOT [**********] CONFIDENTIAL TREATMENT
REQUESTED . Introduction of the QUICKPLACER ROBOT in the market
in every country shall take place no later than July 1
St
2007.
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4.2-4.5 [**********] CONFIDENTIAL
TREATMENT REQUESTED
| 4.6 |
…unless LICENSEE pays — with respect to countries
of his choice — the difference in license fees so that
LICENSOR has received license fees as if the minimum sales numbers
had been achieved. |
| 4.7 |
…unless LICENSEE pays — with respect to countries
of his choice — the difference in license fees so that
LICENSOR has received license fees as if the minimum sales numbers
had been achieved. |
| 4.8 |
…unless LICENSEE pays — with respect to countries
of his choice — the difference in license fees so that
LICENSOR has received license fees as if the minimum sales numbers
had been achieved. |
[ ********** ] CONFIDENTIAL
INFORMATION MARKED BY BRACKETS HAS BEEN OMITTED AND AN UNREDACTED
VERSION FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
4
FIFTH.-
CONSIDERATION
| 5.1 |
In consideration for the present Agreement LICENSEE shall pay
to LICENSOR an initial amount of 150,000 USD in cash. The payment
will be due according the following schedule: |
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• |
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Date of
execution of the contract: 50,000 US$
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•
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1 ST February 2007: 50,000 US$
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•
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Manufacturing release and
delivery of 1st revenue production unit (1 st July 2007): 50,000 US$
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| 5.2 |
In addition, LICENSEE shall pay to LICENSOR |
5.2.1-3 [**********]
CONFIDENTIAL TREATMENT REQUESTED
| 5.4 |
Payment of ongoing royalties will be on a quarterly basis by
transfer to the bank account of the LICENSOR. |
| 5.5 |
LICENSEE shall provide LICENSOR with a written report on a
quarterly basis specifying: |
the number of units of
QUICKPLACER ROBOTS sold in the previous quarter in every
country,
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• |
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the net sales
during such period, and
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• |
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a calculation
of the royalties due based thereon no later than four weeks after a
given quarter is over.
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[ ********** ] CONFIDENTIAL
INFORMATION MARKED BY BRACKETS HAS BEEN OMITTED AND AN UNREDACTED
VERSION FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
5
| 5.6 |
LICENSOR shall invoice the royalties to LICENSEE in sixty days
payment terms. |
| 5.7 |
Failure to comply with timely payment will result in the
obligation of LICENSEE to pay interests at the legal rate per annum
tom the date such royalty was due until the date of such
remittance. |
| 5.8 |
Once a year and upon fifteen days’ notice to LICENSEE,
LICENSOR shall have the right to audit the books and records of the
LICENSEE by a qualified accountant selected by LICENSOR, to the
extent necessary to verify LICENSEE’s effected sales and
payments of royalties. Such records shall be made available to
LICENSOR’s accountant at LICENSEE’s designated office.
LICENSEE will cooperate with and assist the accountant for the
purpose of facilitating such audit. All copies and extracts shall
remain confidential and shall not be disclosed to any third party.
Access to such books and records shall be granted at the request of
LICENSOR until one year after the expiry of the
Agreement. |
| 5.9 |
If as a result of such audit, LICENSOR’s accountant
determines that the amount of royalties due was greater than the
amount reported by LICENSEE in the quarterly statement provided
pursuant to this agreement, LICENSOR shall promptly furnish to
LICENSEE a copy of the report of its accountant setting forth the
amount of deficiency showing and the basis upon which such
deficiency was determined. LICENSEE shall promptly remit to
LICENSOR a sum equal to the deficiency claimed, from the date such
royalty was due until the date of such remittance. If the audit
reveals the underpayment of more than 10% of the royalties due in
any quarterly period, LICENSEE shall bear the costs of the
audit. |
6
| 5.10 |
The rights to all products and Know How regarding the
QUICKPLACER ROBOT including new developments and Improvements,
shall automatically be assigned and transferred to LICENSEE in case
LICENSOR becomes subject to insolvency or liquidation proceedings.
Should LICENSOR assign or otherwise transfer any of the patents or
rights to the Know How to a third party, then LICENSEE’ s
right hereunder shall continue to exist in full. |
| 5.11 |
LICENSEE may market and sell the QUICKPLACER ROBOT under its
own brand name and with LICENCEE’s logo and
trademark/s. |
SIXTH.- COSTS
| 6.1 |
The costs derived from the application, proceedings and keeping
the patent in force in every new designated country shall be
divided equally between the parties. |
| 6.2 |
The costs derived from the application, proceedings and keeping
the patent in force in Europe, USA and Canada will be carried by
LICENSOR |
| 6.3 |
The costs derived from the application, proceedings and keeping
the patent in force in [**********] CONFIDENTIAL TREATMENT
REQUESTED will be divided equally between parties. |
| 6.4 |
The costs derived from the application, proceedings and keeping
the patent in force in [**********] CONFIDENTIAL TREATMENT
REQUESTED will be divided equally between parties. |
| 6.5 |
[**********] CONFIDENTIAL TREATMENT
REQUESTED |
[ ********** ] CONFIDENTIAL
INFORMATION MARKED BY BRACKETS HAS BEEN OMITTED AND AN UNREDACTED
VERSION FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
7
SEVENTH.- ENGINEERING
SUPPORT
| 7.1 |
During the production period, which is assumed to take six
months since the execution of the present agreement, LICENSOR shall
provide LICENSSE with the following engineering support and
assistance at LICENSOR’s expense: |
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Two engineers
will provide support on frame design and general design.
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• |
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One engineer
to review designs, perform dynamic and structural
analysis.
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| 7.2 |
LICENSEE shall provide LICENSOR with a project plan that may be
changed at LICENSEE’S discretion to better meet
schedules. |
| 7.3 |
The above mentioned personnel shall be dedicated to the
production of the QUICKPLACER ROBOT and shall work according to the
above-mentioned plans and schedules and following LICENSEE’s
directions. |
| 7.4 |
LICENSEE shall pay for the travel exp |
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