Manufacturing License and Technical Services Agreement



 Exhibit 10.2 
  
 The Marked portions of this document have been redacted and filed separately with 
 the Commission pursuant to Rule 406 of the Securities Act of 1933, as amended 
  
 MANUFACTURING LICENCE AND TECHNICAL SERVICES AGREEMENT 
  
 by and between 
  

	•	 	LABORATOIRES D’ELECTRONIQUE PHILIPS, a company incorporated under the laws of France, with head office at 3 avenue Descartes, Limeil-Brevannes (France), hereinafter referred to
as LEP 

  
 and 
  

	•	 	AIXTRON G.m.b.H., a company incorporated under the law$ of the Federal Republic of Germany, with head office at JUlicherstrasse 336-338, D-5100 Aachen (Federal Republic of Germany),
hereinafter referred to as AIXTRON 

  
 Whereas, LEP has realized a
prototype of a new large scale MOVPE reactor hereinafter referred to as “Planetary Reactor Prototype”, 
  
 Whereas, AIXTRON which has a great experience in development, manufacturing and sales of MOVPE reactors wishes to obtain the right to manufacture and sell MOVPE reactors
using LEP’s technical information regarding the Planetary Reactor Prototype; 
  
 Whereas, LEP is willing to grant such licence, to provide technical information and to render technical support on terms and conditions more specifically set forth hereunder. 
  
 Now therefore, the parties have agreed as follows : 
  
 ARTICLE 1- Definitions 
  

	1.1.	Planetary Reactor Prototype shall mean the prototype described in Attachment A, a part of which is a graphite substrate holder with gas foil rotation. 

  

	1.2.	Technical Information shall mean: 

  

	 	i)	the technical drawings of the deposition chamber and glove-box of the Planetary Reactor Prototype as listed in Attachment B; 

  

	 	ii)	the know-how regarding the use of the drawings mentioned under article 1.2. i); 

  

	 	iii)	information required for the operation of the Planetary Reactor Prototype as indicated in Attachment C. 

  

	1.3.	Planetary Reactor(s) shall mean any planetary reactor identical to or derivated from the Planetary Reactor Prototype and using all or part of the Technical Information.


  

	1.4.	Substrate Holder(s) shall mean any substrate holder with gas foil rotation identical to or derivated from the substrate holder with gas foil rotation which is part of the
“Planetary Reactor Prototype and using all or part of the Technical Information. 









	1.5.	Planetary Reactor Patent Right ‘shall mean the French patents or patent applications listed in Attachment, as well as the foreign counterparts of such patents applications
which have been or which will be filed by LEP or by the NV Philips’ Gloeilampenfabrieken (Eindhoven, the Netherlands). 

  

	1.6.	NV Philips’ Gloeilampenfabrieken’s affiliates shall mean any corporation or other legal entity in which NV Philips’ Gloeilampenfabrieken now or hereafter controls,
directly or indirectly, more than 50 (fifty) per cent of the shares entitled to vote for the election of directors or persons performing similar functions. 

  

	1.7.	Territory: worldwide. 

  
 ARTICLE 2- Grant of licence 
  
 LEP hereby
grants to AIXTRON and AIXTRON accepts a non transferable and exclusive licence to use the Technical Information to develop, manufacture, use, sell or otherwise market Planetary Reactors and/or Substrate Holders in the Territory. 
  
 It is expressly provided that such a licence does not entail that LEP grants a patent licence
to AIXTRON with respect to the planetary Reactor Patents Rights, but that LEP undertakes, acting on behalf and upon NW Philips’ Gloeilampenfabrieken’s authorization as far as patents or patent applications of the latest are concerned not
to assert the Planetary Reactor Patents Rights as far as the development, manufacturing, use, sale or other disposal of planetary Reactors and/or Substrate Holders by AIXTRON or its customers pursuant to this contract are concerned. 
  
 It is also expressly provided that NV Philips’ Gloeilampenfabrieken’s affiliates
remain free to use the Technical Information. 
  
 ARTICLE 3- Supply of
Technical Information 
  
 Immediately after this agreement becomes effective,
LEP shall supply the Technical Information to AIXTRON as follows : 
  

	3.1.	Exhibition of the Planetary Reactor Prototype at LEP’s premises: 

  

	3.1.1.	For a total maximum period of 5 days a team of maximum 4 AIXTRON engineers will have access to the Planetary Reactor Prototype, with the consultancy of LEP technical
representative(s) familiar with the Technical Information for inspection of details of construction. 

  

	3.1.2.	For a total maximum period of 5 days a team of Maximum 2 AIXTRON process engineers will have access to the Planetary Reactor Prototype with the consultancy of LEP technical
representative(s) familiar with the Technical Information for demonstration of specifications. 

  

	3.2.	Consultancy for the assembling of the first Planetary Reactor manufactured by AIXTRON : consultancy by LEP technical representative(s) familiar with Technical Information at AIXTRON
premises for a maximum total period of 8 man/days. 

  

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	3.3.	Consultancy to start operation of the first Planetary Reactor : consultancy by LEP technical representative(s) familiar with the Technical Information at AIXTRON’s
customer’s premises (which should not be a Philips’ competitor) for a maximum total period of 2 man/days. 

  

	3.4.	LEP will use its best efforts to allow Dr Frijlink to participate in the supply of Technical Information, provided however that LEP may refuse such participation in the_ -.-c Dr
Frijlink’s unavailability due to prior commitments or circumstances out of LEP’s control. 

  

	3.5.	In addition to the consultancy man/days provided in p paragraphs 3.1, 3.2 and 3.3 of this article, LEP agrees upon AIXTRON’s written request, to supply AIXTRON with additional
consultancy man/days by LEP technical representative(s) familiar with the Technical Information within the limit of 5 aggregated man/days. 

  

	3.6.	Expenses incurred by the parties for the supply of Technical Information shall be borne as follows: 

  

	3.6.1.	AIXTRON shall bear all its own expenses; 

  

	3.6.2.	LEP’s consultancy services under paragraphs 3.1, 3.2 and 3.3 of this article are free of charge. LEP’s consultancy services under paragraph 3.5 of this article shall be
charged at 6000 (six thousand) French Francs (plus value added tax) as daily allowance per man working day. This charge shall be for a normal eight hours working day including travel time. 

  

	3.6.3.	AIXTRON shall reimburse LEP for all travel and living expenses of LEP’s personnel supplying Technical Information for work performed outside LEP’s facilities.


  

	3.7.	LEP shall not be obliged to deliver to AIXTRON any technical Information not expressly defined in this contract. 

  
 ARTICLE 4 - Responsibility - Liability 
  
 In providing Technical Information LEP shall act in an advisory capacity only. Neither LEP
nor its employees shall have any responsibility nor liability for the manufacture of Planetary Reactors by AIXTRON nor for the installation, operation, production or performance of Planetary Reactors. 
  
 ARTICLE 5 - Ownership - Use and Protection of Technical Information 
  

	5.1.	AIXTRON agrees that the use of the Technical Information granted herein shall not be sublicensed or transferred by AIXTRON to third parties. 

  
 However AIXTRON may disclose part of the Technical Information to such of
its employees, suppliers and customers to whom such disclosure shall be necessary for the manufacturing and/or the operation and/or maintenance of Planetary Reactors provided that AIXTRON shall use its best efforts not to disclose to a supplier or a
customer sufficient Technical Information which would enable the supplier or customer to 
  
  

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 manufacture complete or substantiary complete Planetary Reactors. AIXTRON shall use its best efforts not
to disclose Technical information by any of its employees, suppliers and customers to unauthorized persons. 
  

	5.2.	The Technical Information transferred hereunder shall be used only for the development, manufacturing, use, sale (or other ways of marketing) operation and maintenance of Planetary
Reactors or parts thereof; use for any other purpose is excluded. 

  
 ARTICLE 6 - Fees 
  

	6.1.	In consideration of the license granted hereunder, AIXTRON shall pay LEP : 

  

	6.1.1.	A lump sum amount of [redacted] 

  
  
  
  
  

	6.1.2.	An AIXTRON MOVPE Reactor, as described in Attachment D, of a total value of approximately 


	 	[redacted]	

  
 It is provided that LEP may, at his sole option, elect the payment in cash by AIXTRON of an amount of          [redacted] at the same date instead of the payment in kind with an
AIXTRON MOVPE Reactor. 
  
 Moreover AIXTRON grants to LEP, in
case LEP wishes to add an option(s) to the MOVPE reactor as described in attachment E,                 [redacted]
                                        
                                        
                                        
                                        

  

	6.1.3.	A royalty of         [redacted]
                                         per
Planetary Reactor sold, leased or otherwise dispose of by AIXTRON and using all or part of the Technical Information. 

  

	6.1.4.	A royalty of         [redacted]
                                         per
Substrate Holder sold, leased or otherwise disposed of by AIXTRON separately from a Planetary Reactor and using all or part of the Technical Information. 

  

	6.2.	AIXTRON agrees to make written reports to LEP quarterly, before 30 days after the end of each calendar quarter during the term of this Agreement, stating in each such report the
quantity of Planetary Reactors or Substrate Holders sold, leased or otherwise disposed of by AIXTRON during the preceding calendar quarter. AIXTRON shall pay to LEP the royalties due with respect to article 6.1.3. and 6.1.4. concurrently with the
submission of above mentioned quarterly reports. 

  

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	6.3.	All taxes, duties and charges incurred in connection with the execution of this Agreement shall be borne by AIXTRON in so far as they are payable outside France.


  

	6.4.	All payments due under this Agreement shall be made to a bank as specified by LEP. 

  
 ARTICLE 7 - Patents 
  

	7.1.	LEP warrants that it is not aware of any conflict with the asserted rights of third parties and that it has received no notice-of infringement or other complaint that the
manufacture, use or sale of the Planetary Reactor Prototype infringes the rights of third parties. LEP shall promptly advise AIXTRON of any notice received by LEP of any claims of infringement. 

  

	7.2.	In the event a claim or action is brought against AIXTRON before the early termination or the expiration of this agree agreement for manufacturing, use and/or sale of Planetary
Reactors, based on infringement of any patent right of third parties as direct result of the use of Technical Information, LEP agree within the limit provided in paragraph 7.3 of this article: 

  

	 	i)	to assist AIXTRON, upon AIXTRON’s written request, in its defense of such claim or action, provided however that AIXTRON shall reimburse LEP for 50% of any out of the pocket
expenses incurred by LEP under the terms of this paragraph. 

  

	 	ii)	to pay 50% of the out of the pocket expenses defrayed by AIXTRON for the defense (including the attorneys’ and courts’ fees) and of the damages finally awarded to the
third party, provided however that AIXTRON gives LEP prior written notice of the commencement or threat of suit, proceeding or claim of infringement by a third party, full authority at the option of LEP, either to settle or to defend the claim, suit
or proceeding and full cooperation and assistance in case LEP decides to defend such claim or proceeding. 

  

	7.3.	LEP’s liability towards AIXTRON pursuant to paragraph 7.2. of this article shall not exceed one million French Francs in the aggregate. 

  

	7.4.	In case of any claim, action of infringement against the patents of attachment D and the unsuccessful trials of defense, so that all said patents are legally invalidated, AIXTRON
may immediately terminate the payments under article 6.1.3. and 6.1.4. LEP will not have to reimburse all payments received before the invalidation of said patents. 

  
 ARTICLE 8 - Term of Agreement, default and termination 
  

	8.1.	This Agreement becomes effective at the date of its signature by both parties. It is concluded for the- period AIXTRON uses the Technical Information. However article 5 of this
Agreement shall survive the termination of the contract without limit of time. 

  

	8.2.	If either party defaults in the performance of any of the terms and provisions of this Agreement to be performed by it and such default is not cured within 90 days after


  

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 written notice of such default is given by the nondefaultive party to the defaultive party, then at any
time after the 90 days the nondefaulting party may give written notice to the defaulting party of its election to terminate this Agreement. 
  
 Thereupon this Agreement shall terminate on the date specified in such notice which shall not be less than thirty days following the giving of such
notice. 
  
 Such rights of termination shall not be exclusive of
any other remedies or means of redress to which the nondefaulting party may lawfully be entitled. 
  
 ARTICLE 9 - Relationship of the Parties 
  
 Nothing set forth herein between LEP and AIXTRON shall be construed as constituting either party as the authorized representative or agent of the other in any sense of the word whatsoever, or deemed to constitute, create, give effect or
otherwise recognize a joint venture, partnership, corporation or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth herein. At all times, LEP and AIXTRON shall remain as
independent contractors, each responsible for, its own employees and agents. 
  
 ARTICLE 10 - Force majeure 
  
 Notwithstanding any other
provisions contained herein to the contrary, neither party hereto shall be liable to the other party for loss, injury, delay or damages or other casualty suffered or incurred by such other party due to governmental regulations or directions,
outbreak or a state of emergency, Act of God, war, warlike hostilities, civil commotions, riots, epidemics, storms, earthquakes, fires, strikes, lockouts and other similar or dissimilar cause or causes beyond the reasonable control of the party
whose performance is affected by such cause or causes. 
  
 ARTICLE 11 - Entire
Agreement 
  
 This agreement constitutes and embodies the entire
understanding between the parties and means the prior discussions between the parties. 
  
 Amendments or changes to this agreement have to be made in writing. 
  
 ARTICLE 12 - Applicable law 
  
 This Agreement shall be governed
by the laws of France and the courts of Paris will have sole competence. 
  
 In
witness whereof, this Agreement has been signed by both parties in duplicate in a manner duly binding upon them. 
  

					
	 L E P
	  	AIXTRON	  	 
			
	 represented by
	  	represented by	  	Dr. H. Jürgensen
	 Mr. Jacques Bonnerot
	  	 	  	Technical Director—President
	 Président—Directeur Général
	  	 	  	 
			
	 date 10 August 1989
	  	date	  	H. Schumann
	 	  	 	  	Director Financing—President
	 signature   /s/    Jacques Bonnerot
	  	signature	  	/s/    H. Jürgensen
	 	  	 	  	/s/    H. Schumann

  

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 ATTACHMENT A 
  

	1.	    [redacted] 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

	2.	    [redacted] 

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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	3.	    [redacted] 


	

  

					
	 	 	 	 	 
	 	 	 	 	 
			
	 	 	 	 	 
			
	 	 	 	 	 
			
	 	 	 	 	 
			
	 	 	 	 	 
			
	 	 	 	 	 
	 	 	 	 	 
			
	 	 	 	 	 
			
	 	 	 	 	 
			
	 	 	 	 	 
	 	 	 	 	 

  
  
  
  
  
  
  
  
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 ATTACHMENT B 
  
 Technical drawings of deposition chamber and of glove box with two load lock. 
  

									
	 Drawing
 Number

	  	 Component
 Title

	  	 Drawing
 Format

	  	 Component
 Material

	  	Quantity


	01’2001	  	PLAQUE DE FERMETURE	  	A0	  	A U 4G	  	1
	012002	  	PLAQUE DE REPRISE	  	A1	  	A U 4G	  	1
	012003	  	PLAQUE INTERMDIARE	  	A0	  	A U 4G	  	1
	012004	  	ARRIVEE D’EAU	  	A3	  	A U 4G	  	4
	012005	  	BLOC PORTE-LAMPES	  	A0	  	A U 4G	  	1
	012006	  	EMBOUT DIN 10	  	A3	  	Z 2 C N 18-10	  	2
	012007	  	REFLECTEUR	  	A0	  	A U 4G	  	1
	01.2008	  	COURONNE	  	A0	  	Z 2 C N 18-10	  	1
	012009	  	PASSAGE 220V	  	A4	  	 	  	22
	312010	  	CONTACT CENTRAL 220V	  	A4	  	Cuivre O F H C	  	22
	012011	  	EAGLE INF. PASSAGE 220V	  	A4	  	Dilver P	  	22
	012012	  	ALUMINE	  	A4	  	Alumine	  	22
	012013	  	EAGLE SUP. PASSAGE 220V	  	A4	  	Dilver P	  	22
	012014	  	BRIDE PASSAGE 220V	  	A4	  	Z 2 C N 18-10	  	22
	012015	  	TRAVERSEE ELECTRIQUE	  	A4	  	 	  	10
	012016	  	CONTACT CENTRAL	  	A4	  	Dilver P	  	10
	012017	  	JUFE	  	A4	  	Dilver P	  	10
	012018	  	BRIDE	  	A4	  	Z 2 C N 18-10	  	10
	012019	  	PASSAGE ETANCHE QUARTZ	  	A4	  	 	  	1
	012020	  	BAGUE DE POUSSEE	  	A4	  	Z 2 C N 18-10	  	1
	012021	  	BAGUE DE POUSSEE	  	A4	  	Z 2 C N 18-10	  	1
	012022	  	RONDELLE	  	A4	  	TEFLON	  	1
	012023	  	RONDELLE	  	A4	  	TEFLON	  	1
	012024	  	BAGUE	  	A4	  	Z 2 C N 18-10	  	1
	012025	  	FOURREAU	  	A3	  	Z 2 C N 18-10	  	1
	012026	  	BRIDE	  	A4	  	Z 2 C N 18-10	  	10
	012027	  	TUBE	  	A4	  	Z 2 C N 18-10	  	5
	012028	  	PLAQUETTE	  	A4	  	Z 2 C N 18-10	  	5
	012029	  	PLAQUETTE	  	A4	  	Z 2 C N 18-10	  	5
	012030	  	CORPS DE SAS	  	A1	  	Z 2 C N 18-10	  	1
	012031	  	BRIDE SUP, SAS	  	A2	  	A U CG	  	1
	012032	  	BRIDE INF, SAS	  	A1	  	A U 4G	  	1
	012033	  	PLAQUE DE REFROID. SAS	  	A2	  	A U 4G	  	2
	012034	  	PLAQUE DE EASE	  	A0	  	A U 4G	  	1
	012035	  	ECHANGEUR	  	A2	  	Z 2 C N 13-13	  	1
	011026	  	FIASQUE D’ECHANGEUR	  	A2	  	Z 2 C N 12-10	  	2
	01,2037	  	CHICANE D’ECHANGEUR	  	A3	  	Z 2 C N 18-10	  	17
	012033	  	ENSEVELE REACTEUR	  	A0	  	 	  	1
	012039	  	OBTURATEUR	  	A2	  	A U 4G	  	2
	012043	  	OBTURATEUR	  	A4	  	A U 4G	  	4
	012041	  	EHECUT DE PEFROIDIS	  	A4	  	Z 2 C N 18-10	  	2
	012042	  	EHECUT DE PEFROIDIS	  	A4	  	Z 2 C N 15-13	  	6
	012043	  	EHECUT DE PEFROIDIS	  	A4	  	Z 2 C N 18-10	  	4
	012044	  	TRAVERSEE EE GAZ	  	A4	  	Z 2 C N 18-10	  	25
	012045	  	SCRTIE DE BOITE A GANTS	  	A4	  	Z 2 C N 18-10	  	1
	012046	  	SCRTIE DE REACTEUR	  	A4	  	Z 2 C N 18-10	  	2
	012047	  	SCUFAFE DE SECURITE	  	A3	  	 	  	1









									
	012048	  	CORPS DE SOUPAPE	  	A3	  	Z 2 C N 18-10	  	1
	012049	  	EMBOUT SUR CORPS SOUP	  	A4	  	Z 2 C N 18-10	  	1
	012040	  	CLAPET DE SOUPAPE	  	A4	  	Z 2 C N 18-10	  	1
	012051	  	COUVERCLE DE SOUPAPE	  	A3	  	Z 2 C N 18-10	  	1
	012052	  	EMBOUT SUR CONV. SOUP	  	A4	  	Z 2 C N 18-10	  	 
	012053	  	RACCORD DE SOUPAPE	  	A4	  	Z 2 C N 18-10	  	 
	012054	  	EMBOUT SUR OBTURATEUR	  	A3	  	Z 2 C N 18-10	  	 
	012055	  	TETE D’ENTREE GAZ	  	A3	  	 	  	 
	012056	  	TETE GAZ	  	A3	  	Z 2 C N 18-10	  	 
	012057	  	EMBOUT TETE GAZ	  	A4	  	Z 2 C N 18-10	  	 
	012058	  	EMPASE TETE GAZ	  	A4	  	Z 2 C N 18-10	  	 
	012059	  	BAGUE TETE GAZ	  	A4	  	Z 2 C N 18-10	  	 
	012060	  	ENSEMBLE SAS	  	A1	  	 	  	1
	012061	  	ENSEMBLE SUSCEPTEUR	  	A3	  	GRAPHITE	  	1
	012062	  	SATELLITE SUSCEPTEUR	  	A4	  	GRAPHITE	  	7
	012063	  	PLATEAU SUSCEPTEUR	  	A2	  	GRAPHITE	  	1
	012064	  	EMBASE SUSCEPTEUR	  	A2	  	GRAPHITE	  	 
	012055	  	BOITE A GANTS	  	A0	  	PLEXIGLAS	  	 
	012066	  	PLAQUE DE LEVAGE	  	A4	  	Z 2 C N 18-10	  	4
	012067	  	CONTRE PLAQUE DE LEVAGE	  	A4	  	Z 2 C N 18-10	  	4
	012068	  	COLONNETTE	  	A3	  	Z 2 C N 18-10	  	4

  
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 ATTACHMENT C 
  
 Information required for the o eratio of the Planetary Reactor Prototype to fulfill specifications as per Attachment A 
  
 This information includes the cleaning or maintenance procedures for the graphite,
molybdenum, stainless steel and quartz pieces, as well as the general cleaning procedure of the reactor. It also includes the necessary flow settings and temperatures (power duty cycle for each heating lamp). The information does not comprise any
computer software, except, if required, the program of regulation loop for the heating. 
  
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 ATTACHMENT D 
  
 French Patents and Patent Application refered to in paragraph 1.3 
  
 Dispositif comprenant un suscepteur plan tournant parallèlement à un plan de
rbfbrence autour d’un axe perpendiculaire à ce plan. 
  
 n° 86
04078 dated 21.03.1986 (PHF 86/524) 
  
 Rbacteur d’bpitaxie à
planbtaire 
  
 n° 88 03688 dated 22.03.1988 (PHF 88/514) 
  
 Rbacteur d’bpitaxie à paroi protégée contre les
dépòts 
  
 n° 88 03689 dated 22.03.1988 (PHF 88/515)

  
 Rbacteur d èpitaxie à collecteur de gaz amélioré

  
 n° 88 13565 dated 14.10.1988 (PHF 88/610) 
  
 Dispositif de commande de puissance et appareil de chauffage équipé de ce
dispositif 
  
 n° 88 17493 dated 30.12.1988 (PHF 88/645) 
  
 Dispositif de protection contre les surpressions 
  
 n° 89 08520 dated 27.06.1989 (PHF 89/556) 
  
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 ATTACHMENT E 
  
 AIXTEON KOVPE REACTOR 
 referred to in paragraph 6.1.2. 
  
 Changes and modification of the reactor to be delivered to LE? can be made on the basis of
this AIXTRON price list. For example, in case LEP prefers an RF heating, the RF generator can be supplied by LEP and implemented by AIXTRON in the reactor. 
  

									
	ITEM

	  	QTY

	  	 DESCRIPTION

	  	 PRICE/EA
 DM

	  	 PRICE/TOTAL
 DM


	01	  	01	  	MO-EO Manual Control Unit	  	53,240.—	  	53,240.—
	52	  	GI	  	MO-GO Main Gas Blending Unit	  	45,585.—	  	45,585.—
	03	  	D2	  	MO-G1 Metalorganic Source	  	41,251.—	  	82,522.—
	04	  	02	  	MO-G2 Source for Reactive Gas or Carrier Gas	  	31,215.—	  	52,435.—
	05	  	01	  	MO-G4 Source for Metalorganic Dopant	  	43,923.—	  	43,923.—
	05	  	01	  	MO-R Reaction Unit	  	77,440.—	  	77,440.—
	07	  	01	  	MO-6N Glovebox	  	55,220.—	  	55,220.—
	03	  	01	  	MO-IR Heating Unit	  	34,485.—	  	34,485.—
	1.3	  	GI	  	MO-R3 Vacuum System	  	74,800.—	  	74,800.—
	10	  	01	  	MP-68020 Microprocessor Control Unit	  	85,616.—	  	85,515.—
	 	  	 	  	 	  	 	  	

	TOTAL PRICE	  	 	  	DM 617,158.—
	 	  	 	  	 	  	 	  	


  
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