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EX-10.2 - MASTER CONFIDENTIALITY AND JOINT DEVELOPMENT AGREEMENT - Momentive Performance Materials Inc.dex102.htm
EX-10.1 - AMENDED AND RESTATED SHARED SERVICES AGREEMENT - Momentive Performance Materials Inc.dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 17, 2011

 

 

MOMENTIVE PERFORMANCE MATERIALS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-146093   20-5748297

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

22 Corporate Woods Blvd.

Albany, NY 12211

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (518) 533-4600

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

As previously set forth in a Current Report on Form 8-K dated October 1, 2010, Momentive Performance Materials Inc. (the “Company” or “MPM”) entered into a Shared Services Agreement (the “Shared Services Agreement”) dated as of October 1, 2010 with Momentive Specialty Chemicals Inc. (“MSC”), pursuant to which the Company provides to MSC, and MSC provides to the Company, certain services, including but not limited to, executive and senior management, administrative support, human resources, information technology support, accounting, finance, legal and procurement services.

On March 17, 2011, the Company entered into an Amended and Restated Shared Services Agreement (the “Amended Shared Services Agreement”) with MSC to reflect the terms of the Master Confidentiality and Joint Development Agreement (the “JDA”) by and between the Company and MSC entered into on the same date.

The Amended Shared Services Agreement incorporates by reference the terms of the JDA and provides that in the event of a conflict between such agreements, the terms of the JDA shall control. The JDA, which is effective as of October 1, 2010, sets forth the terms and conditions for (i) the disclosure, receipt and use of each party’s confidential information, (ii) any research and development (“R&D”) collaborations agreed to be pursued by MSC and MPM; (iii) the ownership of products, technology and intellectual property (“IP”) resulting from such collaborations; (iv) licenses under each party’s respective IP; and (v) strategies for commercialization of products and/or technology developed under the agreement.

Pursuant to the JDA, each party has sole ownership rights for any R&D work product and related IP developed under the agreement (“Technology”) for their respective product categories and/or technology fields (as defined in the JDA). For Technology that relates to both MPM and MSC product categories and/or technology fields (“Hybrid Technology”), a steering committee made up of three representatives of each party shall determine which party shall be granted ownership rights, subject to certain exceptions. In the event that the steering committee is unable to reach a decision, the Hybrid Technology shall be jointly owned by the parties. In addition, under the terms of the JDA, each party grants to the other party a non-exclusive royalty-bearing (subject to certain exceptions) license for the Technology or the Hybrid Technology. The royalty shall be determined by the respective representatives of the parties through the steering committee in arm’s-length good faith negotiations. The parties also grant royalty-free licenses to each other with respect to their IP for R&D, including for initiatives outside the scope of the JDA. The JDA has a term of 20 years, subject to early termination pursuant to its terms for cause or for a change of control.

The foregoing description is only a summary and is qualified in its entirety by reference to the Amended Shared Services Agreement and the JDA, attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

2


Exhibit

  

Description

10.1    Amended and Restated Shared Services Agreement dated March 17, 2011 by and among Momentive Performance Materials Inc., its subsidiaries and Momentive Specialty Chemicals Inc.
10.2    Master Confidentiality and Joint Development Agreement entered into on March 17, 2011 by and between Momentive Performance Materials Inc. and Momentive Specialty Chemicals Inc.

 

3


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MOMENTIVE PERFORMANCE MATERIALS INC.
By:   /s/    WILLIAM H. CARTER        
Name:   William H. Carter
Title:   Executive Vice President and Chief Financial Officer

Date: March 17, 2011


EXHIBIT INDEX

 

Exhibit No.

  

Document Description

10.1    Amended and Restated Shared Services Agreement dated March 17, 2011 by and among Momentive Performance Materials Inc., its subsidiaries and Momentive Specialty Chemicals Inc.
10.2    Master Confidentiality and Joint Development Agreement entered into on March 17, 2011 by and between Momentive Performance Materials Inc. and Momentive Specialty Chemicals Inc.