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Agreement for Manufacture & Sales of 'Sun Press'

 

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Title:

Agreement for Manufacture & Sales of 'Sun Press'

Entities:

Presstek, Inc.

Date:

2002

Size:

Preview shows 9KB of 126KB total

Price:

$47

ID:

#402429

 

 

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Ryobi Limited of 762 Mesaki-cho, Fuchu-shi, Hiroshima-ken, 726-8628, Japan

(hereinafter referred to as "Ryobi") and Presstek, Inc. of 55 Executive Drive,
Hudson, New Hampshire 03051-3907, U.S.A. (hereinafter referred to as "Presstek")
mutually agree to execute the following agreements with regard to the
manufacture and sales of "Sun Press" (hereinafter referred to as the
"Agreement").

WITNESSETH THAT:

WHEREAS, Presstek and Ryobi have developed the Digital Offset Printing Press
(hereinafter referred to as "Sun Press") according to the "Agreement for Joint
Development, Manufacture & Sales of the "Sun-press" (Ref. No. 981222-01)" signed
by both parties on December 22, 1998 and amended on January 6, 2000 [Ref. No.
991221-01]. Both parties intend to pursue manufacture and sales thereof.

WHEREAS, Presstek shall manufacture the imaging device (Laser Imaging Heads) to
be assembled into Sun Press and supply DI Kits to Ryobi;

WHEREAS, Ryobi shall manufacture the other mechanical portion of Sun Press, and
Ryobi shall be the exclusive assembler of Sun Press;

WHEREAS, Ryobi is entitled to sell such presses with Ryobi brand (hereinafter
referred to as "Ryobi 3404DI Press"), throughout the world;

WHEREAS, Presstek desires to sell such presses worldwide under other brand(s)
through other channel(s) (hereinafter referred to as "OEM Sun Press"), with a
condition that such Presstek's distribution shall be made through no more than
[CONFIDENTIAL TREATMENT REQUESTED] /*/ and with no more than [CONFIDENTIAL
TREATMENT REQUESTED] /*/ and [CONFIDENTIAL TREATMENT REQUESTED] /*/ name in any
country.

NOW, THEREFORE, Both parties agree upon the terms and conditions as stipulated
below.

DEFINITIONS
"Consumables" shall mean printing plates in roll form using Presstek's PEARLdry
technology as identified in EXHIBIT 2 and as modified, updated and/or replaced
during the term of this Agreement which constitute consumable products for use
in the Sun Press.

"DI Kits" shall mean the hardware components, subassemblies, software and
firmware that are supplied by Presstek for the installation of the Presstek DI
Technology in the Ryobi 3404DI Press and OEM Sun Press.

"DI Products" shall mean the DI Kits, consumables for DI Kits and the spare
parts for DI Kits.





/*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.







1
{PAGE}



"Presstek DI Technology" shall mean Presstek's current laser imaging
technologies, together with related products, and the components utilized in
converting a conventional printing press into a direct imaging press including,
without limitation, laser diode arrays, computers, electronics, internal plate
cylinder design and roll based plates.

"Presstek Proprietary Rights" shall mean any all patents, patent applications,
copyrights and trademarks, including the trademarks described in Exhibit 3 as
well as all trade secrets, confidential information, software and firmware,
know-how and all other industrial property rights of any type owned or
controlled by Presstek relating to the Presstek proprietary technology described
in Article 3-1(3) and (4) and 3-2.

"Ryobi Proprietary Rights" shall mean any all patents, patent applications,
copyrights and trademarks as well as all trade secrets, confidential information
software and firmware, know-how and all other industrial property rights of any
type owned or controlled by Ryobi relating to the Ryobi proprietary technology
described in Article 3-1(1)and (2) and 3-2.

"Specifications" shall mean the specifications for the Sun Press attached hereto
as Exhibit 1. These Specifications are subject to modification by Presstek (or
Ryobi) from time to time during the ongoing testing and evaluation of these
units in the exercise of its reasonable engineering judgment, with timely
notification to Ryobi (or Presstek) in accordance with the terms of this
Agreement.


"Sun Press" shall mean a four-color, sheet-fed printing press of the A3 format
size manufactured by Ryobi incorporating multi-print cylinder technology and on
press direct imaging of plates. The definition "Sun Press" shall include the
Ryobi 3404DI Press and the OEM Sun Press.

CHAPTER 1. DEVELOPMENT & MANUFACTURE

ARTICLE 1. MANUFACTURE OF SUN PRESS

As for the manufacture of Sun Press, Presstek shall manufacture DI Kits whereas
Ryobi shall manufacture the other mechanical portions. Ryobi shall be the
exclusive assembler of Sun Press and Ryobi shall test its proper performance as
a total machine before shipment.

ARTICLE 2. TOOLING

As long as both parties intend to sell Sun Press, each party shall bear the
tooling expenses for its own production of products.

ARTICLE 3. PATENT & INTELLECTUAL PROPERTY

1. (1) Ryobi retains the sole ownership and all rights to Ryobi's offset
press technology and any other technology developed by Ryobi.



2
{PAGE}

(2) Except as provided in ARTICLE 3-2, ownership and all rights to any
technology developed primarily by Ryobi pursuant to the development of
Sun Press to which only a nominal or non-significant contribution is
made by Presstek shall be wholly owned by Ryobi.

(3) Presstek retains the ownership and all rights to Presstek's technology
contained in DI Kits, auto plate cylinder, press concept (Heath
Patent), anilox inking system and any other technology developed
solely by Presstek.

(4) Except as provided in ARTICLE 3-2, ownership and all rights to any
technology developed primarily by Presstek pursuant to the development
of Sun Press to which only a nominal or non-significant contribution
is made by Ryobi shall be wholly owned by Presstek.

[5] Except as provided in ARTICLE 3-2, any new technology jointly
developed by Ryobi and Presstek (the "Joint Technology") will be
equally and jointly owned by the parties to this Agreement. Ryobi and
Presstek may use or license to third parties the Joint Technology
freely without obtaining any approval from the other party PROVIDED,
HOWEVER, THAT THE JOINT TECHNOLOGY SHALL BE CONSIDERED BOTH PRESSTEK
CONFIDENTIAL INFORMATION AND RYOBI CONFIDENTIAL INFORMATION AND SHALL
BE GOVERNED BY THE TERMS AND CONDITIONS OF THE CONFIDENTIALITY
AGREEMENT. Neither party is required to account to the other for, or
to pay the other for any portion of, the revenue it earns from
licensing the Joint Technology. Either party may initiate a patent
application process (or similar process), and both parties agree to
share equally in all reasonable costs associated with such patent
application. In case either party refuses to apply for patent, the
other party is entitled to apply for patent at the sole cost borne by
themselves.

2. Modifications to Existing Technology.

(1) Ownership and all rights to any technology, including the DI Products,
which is a modification or improvement of existing Presstek technology
or which relates to laser imaging, auto plate feeding, auto inking or
directly imageable printing plates made by either or both parties in
the process of the development of Sun Press shall be wholly owned by
Presstek and shall be considered Presstek Confidential Information and
shall be governed by the terms and conditions of the Confidentiality
Agreement. However, such technology shall be licensed to Ryobi under
the terms of this agreement. The cost for patent application on such
technology shall be paid by Presstek.

(2) The ownership and all rights to any technology which is a modification
or improvement of existing Ryobi technology (i.e., all technology
related to Sun Press except existing Presstek technology) made by
either or both parties in the process of the development of Sun Press

 

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