exv10w35




Exhibit
10.35


ADDENDUM




to the




QUAD TECHNOLOGY LICENSE AGREEMENT




dated October 6, 2008




By and Between




EVERGREEN SOLAR, INC.




and




EVERQ GMBH




As of October 6, 2008




 









 







Evergreen Solar, Inc. (“E”) and EverQ GmbH (“EQ”) have entered into the Quad Technology License
Agreement (the “Agreement”) dated October 6, 2008. In addition to the Agreement E, EQ and Deutsche
Bank AG Filiale Deutschlandgeschäft (“Bank”) agree as follows:





	1.	 	E and EQ hereby assign all of EQ’s rights and obligations arising from the Agreement with the
approval of Q-Cells AG and Renewable Energy Corporation ASA as a whole to any person named by
the Bank continuing EQ’s business by means of acquisition of the shares in EQ or substantially
all of its assets (the assignee hereafter referred to as the “Purchaser”).
	 
	 	 	The aforementioned assignment is effective only under the occurrence of the following
condition precedent (“Condition Precedent”): that any and all conditions for the
utilization of securities included in the loan agreement on a consortional loan of EUR
192,500,000.00 dated September 1, 2008 by and between EQ, the Bank and other parties and in
any of its securities related subcontracts have been met.
	 
	2.	 	Purchaser shall not have the right under this Agreement to make in total more than 180 MW of
Licensed Products per year (including the right to make not more than 90 MW of Licensed
Products per year according to No. 3 of the Addendum to the Amended and Restated License and
Technology Transfer Agreement dated April 30, 2007). EQ’s rights and obligations resulting
from the Amended and Restated License and Technology Transfer Agreement dated September 29,
2006, shall apply for the portion of Licensed Products produced on the basis of the Gemini
Technology. EQ’s rights and obligations resulting from the Quad Technology License Agreement
dated October 6, 2008 shall apply for the portion of Licensed Products produced on the basis
of the Quad Technology.
	 
	3.	 	Notwithstanding anything contained herein or in the Agreement to the contrary, Intellectual
Property Rights and Technology licensed to each Purchaser and E under the Agreement shall not
include any Intellectual Property Rights or Technology developed after effectiveness of the
Condition Precedent. Additionally, Article 3 (Technology Transfer) of the Agreement shall
terminate upon effectiveness of the Condition Precedent, and Purchaser shall have no rights
and no obligations under such Article.




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	4.	 	Following assignment under the provisions of this Addendum, E may terminate this Addendum and
the Agreement at any time by notice in the event that Purchaser fails to comply with any
material provision of this Addendum or the Agreement and, in the case of a breach which is
capable of remedy, fails to remedy such breach within forty-five (45) days of notification of
such breach. Any rights of extraordinary termination remain unaffected.





Evergreeen Solar, Inc.




	 	 	 	 	 
	 
	 

Place, Date

	 	 

          Signature(s)
	 	 
	 
	 	 	 	 
	EverQ GmbH
	 	 	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Place, Date

	 	          Signature(s)	 	 
	 
	 	 	 	 
	Deutsche Bank AG
	 	 	 	 
	Filiale Deutschlandgeschäft
	 	 	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Place, Date

	 	          Signature(s)	 	 





We hereby declare approval of the Addendum above:




	 	 	 	 	 
	Q-Cells AG
	 	 	 	 
	 
	 
	 	 	 	 
	 

Place, Date

	 	 

          Signature(s)
	 	 
	 
	 	 	 	 
	Renewable Energy Corporation ASA	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Place, Date

	 	          Signature(s)	 	 







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