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EXHIBIT 10.14
AGREEMENT ON DEVELOPMENT, SUPPLY, AND MARKETING
between
SIEMENS MEDICAL SOLUTIONS,
RONTGENWERK RUDOLSTADT
and
BRUKER AXS GMBH
OSTLICHE RHEINBRUCKENSTR. 50
76187 KARLSRUHE
GERMANY
REGARDING EXCLUSIVE COOPERATION
IN THE FIELD OF
X-RAY TUBES AND EMITTERS FOR
X-RAY DIFFRACTOMETRY AND
X-RAY SPECTROMETRY
1. Preamble
Siemens Rontgenwerk Rudolstadt ("SRW") is one of the leading
manufacturers of x-ray tubes for material testing in the field of x-ray
diffractometry and spectrometry. Bruker AXS GmbH ("BAXS") is a globally
active market leader in the development, production, marketing, sales,
and support of high-quality x-ray analysis devices for use in structural
research, materials research, and quality and process control in the
manufacturing sector. BAXS and SRW have successfully collaborated in the
past on the development and marketing of high-quality x-ray tubes and
emitters ("tubes"). This Cooperation Agreement is intended to intensify
their strategic cooperation and ensure a long-term technical and
commercial commitment by both partners.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [**] AND FILED
SEPARATELY WITH THE COMMISSION.
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2. DEFINITIONS
"Products" refers to all products currently manufactured by SRW (i.e.; KF
tubes, AG66, and AG22), as well as all new tubes jointly developed in the
future for diffractometry and spectrometry.
3. SUBJECT MATTER OF THE AGREEMENT
The subject matter of the Agreement is exclusive cooperation in the field
of developing and marketing the products for diffractometry and
spectrometry.
SRW shall supply BAXS exclusively with the existing products, as well as
all products arising from the joint new development efforts, and BAXS
shall purchase these products exclusively from SRW for its systems,
unless SRW is unable to supply an equivalent product (e.g., special
precision-focus tubes, special anode materials, etc.), or is unable to
meet Bruker AXS' projected requirements (e.g., technical or
quality-related supply problems).
BAXS shall market the products exclusively in its system and aftermarket
business worldwide.
4. EXCLUSIVITY
Exclusivity shall be linked to the purchase of a total annual volume
(Appendix 1) of all products supplied by SRW. Should BAXS fail to achieve
the defined minimum annual volume, then SRW may terminate the Agreement.
The threshold values for maintaining exclusivity shall be adjusted
accordingly for new developments. The basis for all
decisions/considerations shall be the calendar year in each case.
Exclusivity shall extend to all products in the worldwide business for
diffractometry and spectrometry. If the technologies of these products
can be used in their current form or a modified form in other
technological applications, then SRW shall have the right to market the
products freely in these areas.
Copies of other tubes currently on the market shall also be excluded from
this arrangement. SRW may market such tubes in the field of
diffractometry and spectrometry. Nevertheless, SRW shall inform BAXS of
its intention to build such copies, as well as any intention to market
them. In addition, SRW may undertake the production of diffractometry
tubes for other tube manufacturers. These tubes shall bear the label of
the tube manufacturer (example: Thales).
In the event of new product developments, SRW shall always receive "first
call" and "last call."
5. PRICES AND CHANGES IN PRICING
Prices and changes in pricing are presented in Appendix 1. In the event
of significant changes in material prices (increase or decrease), SRW and
BAXS shall adjust the prices. If necessary, this should occur at the end
of a fiscal year. If additional action is required due to extreme changes
in material prices during a particular year, then the number of these
negotiations shall be limited to two per year.
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6. SPECIAL CASE FOR DIFFRACTOMETRY TUBES
For KF tubes, prices as of December 31, 2004 have been established with
an increase of 3% per year on the currently existing base price. New
negotiations will take place after this date.
SRW shall have the option of building up a direct business relationship
for diffractometry tubes with the Bruker AXS sales and support
organizations worldwide. This shall include all commercial and logistical
handling, including the handling of returns and [warranties]; i.e., the
Bruker AXS production and development companies shall not be involved in
the business in any way. The prices for this direct business shall be 14%
above the agreed standard conditions in each case.
The BAXS production and development sites (Karlsruhe, Madison, Congleton,
and Delft) shall purchase the products at the standard conditions.
In the event that SRW cannot or does not wish to handle LC transactions,
the transaction shall be completed via BAXS at the standard conditions.
Other conditions such as warranty, etc., shall be identical for both
channels of distribution.
7. SUPPLY FORECAST - BONUS ARRANGEMENT FOR DEVIATIONS
In October of each year, BAXS and SRW shall agree upon a forecast for
each product line (currently KF, AG22, AG66) for the following year, and
shall establish this as the basis for the following year. The total of
the forecast volume must attain the value of the total annual sales
volume stipulated in Appendix 1.
The following bonus arrangement shall apply for sales in each product
group:
o No bonus payments shall be made for total volumes between 90% and
110%.
o If the volume of a product group sinks below 90%, BAXS shall pay to
SRW a bonus equal to 50% of the difference in sales between the
achieved figure and the threshold value (here: 90%).
o If the volume sinks below 60% of the forecast sales volume, then a
separate meeting shall take place between BAXS and SRW.
o If the volume of a product group exceeds the 110% threshold, then
BAXS shall receive a bonus equal to 25% of the difference in value
between the achieved figure and the threshold value (here: 110%).
o If the volume exceeds the 125% threshold, then BAXS shall receive a
bonus equal to 35% of the sales volume exceeding 125%.
o In the event that the sales volume of a product group exceeds 140%,
then the bonus amount shall be negotiated in a separate meeting.
TERMS OF DELIVERY
The Logistics and Warranty Agreement between Bruker AXS and SRW shall
apply for the delivery of products.
8. CONFIDENTIALITY
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This Agreement and all related technical and commercial details must be
handled in strictest confidence by both partners, and may be disclosed to
third parties only with the previous written consent of the other party
in each case.
The termination of this Agreement shall not release either partner from
this obligation for a period of three years.
9. RECIPROCAL AGREEMENT
SRW agrees to keep up-to-date with technological progress in the field of
diffractometry and spectrometry tubes, and to offer products to BAXS at
market conditions.
BAXS agrees to keep SRW informed regarding the latest developments in the
diffractometry and spectrometry market, and to market SRW's products with
its "best effort" and using typical marketing methods.
10. TERM OF AGREEMENT
This Agreement shall come into effect upon signing, and for the present
shall be limited to the period ending December 31, 2006. Upon signing of
this Agreement, the OEM Supply Agreement between Siemens Rohrenwerk and
Siemens AG dated February 28, 1991 shall become invalid.
11. SALES REPORTING
SRW shall supply BAXS with quarterly sales summaries categorized by
product group no later than the 15th day of the following quarter.
12. TERMINATION
This Agreement may be terminated in writing with a six-month period of
notice no earlier than December 31, 2006. If this does not occur, then
this Agreement shall be automatically extended for one year. SRW agrees
to supply BAXS with the products even after termination of this
Agreement, if required by BAXS in order to fulfill contracts that BAXS
has entered into either prior to the end of the Agreement or based upon
binding offers issued during the period of the Agreement.
13. FINAL PROVISIONS AND SEVERABILITY CLAUSE
13.1 Changes to Agreement
Changes or additions to this Agreement must be made in writing.
Neither of the parties to the Agreement shall have the right to transfer
or assign the Agreement, or rights or obligations under the Agreement, to
third parties without consent. Consent may not be unfairly denied.
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13.2 Severability Clause
Should a provision of this Agreement be or become invalid, then the
validity of the remaining portions of this Agreement shall not be
affected thereby. The parties to the contract shall be obligated to act
in good faith within the bounds of reason to replace the invalid
provision with a permissible arrangement that approximates to the extent
possible the intent of the original, so long as this causes no material
modification of the content of the Agreement.
13.3 Unless otherwise specified, this Agreement and the individual purchase
orders shall be subject to the provisions of the German Civil Code. The
contractual relations between the supplier and the purchaser shall be
subject to German law, excluding the United Nations Convention on
Contracts for the International Sale of Goods signed on April 11, 1980.
13.4 The venue is Karlsruhe.
13.5 The place of performance is Rudolstadt.
Rudolstadt, August 2, 2001 Karlsruhe, August 2, 2001
Siemens Medical Solutions Bruker AXS GmbH
Rontgenwerk Rudolstadt
- ----------------------------- -------------------------------
Dr. F. Neumann Dr. Martin Haase
- -----------------------------
W. Gumbrecht Appendix: BAXS-SRW Business Model 2002 - 2006
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Exhibit 1
2002 - 2006 SCHEDULE WITH EXCLUSIVITY THRESHOLD AMOUNTS
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CUMULATIVE
YEAR 2000 2001 2002 2003 2004 2005 2006 2002 - 2006
FINE STRUCTURE CERAMIC(S) AT PRODUCTION CENTERS
Number of items [**] [**] [**] [**] [**] [**] [**] [**] [**]
Price (EUR) [**] [**] [**] [**] [**] [**] [**] [**] [**]
Total [**] [**] [**] [**] [**] [**] [**] [**] [**]
FINE STRUCTURE CERAMIC(S) - BAXS SELLING AND SUPPORT ORGANIZATIONS
Number of items [**] [**] [**] [**] [**] [**] [**] [**] [**]
Price (EUR) [**] [**] [**] [**] [**] [**] [**] [**] [**]
Total [**] [**] [**] [**] [**] [**] [**] [**] [**]
FINE STRUCTURE CERAMIC(S) - TOTAL
Number of items [**] [**] [**] [**] [**] [**] [**] [**] [**]
Price (EUR) [**] [**] [**] [**] [**] [**] [**] [**] [**]
Total [**] [**] [**] [**] [**] [**] [**] [**] [**]
AG 22
Number of items [**] [**] [**] [**] [**] [**] [**] [**] [**]
Price (EUR) [**] [**] [**] [**] [**] [**] [**] [**] [**]
Total [**] [**] [**] [**] [**] [**] [**] [**] [**]
AG 66
Number of items [**] [**] [**] [**] [**] [**] [**] [**] [**]
Price (EUR) [**] [**] [**] [**] [**] [**] [**] [**] [**]
Total [**] [**] [**] [**] [**] [**] [**] [**] [**]
TOTAL [**] [**] [**] [**] [**] [**] [**] [**] [**]
EXCLUSIVITY THRESHOLD
[**] [**] [**] [**] [**]
[**] [**] [**] [**] [**]
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ACCEPTANCE:
1. AG 66 price on the assumption of 50/50 mix for 125/75 mu - tube
[**] Indicates that information has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
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ACKNOWLEDGMENT OF TRANSLATION
14-Aug-01
The undersigned officer of the Registrant hereby acknowledges on behalf of the
Registrant that the foregoing translation of the Development Agreement between
Bruker AXS GmbH and Siemens Medical Solutions is a fair and accurate English
translation from German of the original executed agreement.
BRUKER AXS INC.
By: /s/ Martin Haase
Martin Haase, President and Chief Executive Officer