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ST > SEC Filings for ST > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for SENSATA TECHNOLOGIES HOLDING N.V. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement.

On March 14, 2013, Sensata Technologies Inc. ("Sensata"), an indirect, wholly-owned subsidiary of Sensata Technologies Holding N.V. (the "Company"), entered into an Intellectual Property License Agreement (the "License Agreement") and a 2013 Supply Agreement (the "2013 Agreement") with Measurement Specialties, Inc. ("MEAS"). The License Agreement and the 2013 Agreement replace the existing Amendment and Restatement of the 1998 Joint Development and Exclusive Supply Agreement, originally entered into by and between MEAS and Texas Instruments Incorporated, as predecessor-in-interest of Sensata, on May 10, 2002 (the "2002 Agreement").

Sensata and its affiliates currently purchase sense element assemblies from MEAS and its affiliates and also manufacture them internally as a second source under a license provided for under the 2002 Agreement. This license was on a year-to-year basis, and limited Sensata's internal production to forty percent of its needs. The sensing element is a component used in both Sensata's monosilicon strain gage pressure sensors and occupancy weight sensing force sensors, which accounted for $369.9 million in net revenue for the year ended December 31, 2012.

The License Agreement provides for an indefinite duration license, subject to royalties through 2019 and thereafter is royalty-free. The forty percent limitation, under the 2002 Agreement, on internal production has been eliminated and the Company is authorized to produce its entire need for these sensing elements within the passenger vehicle and heavy duty truck fields of use. Pursuant to the License Agreement, MEAS is guaranteed royalty payments for use of the license from 2013 through 2019, which are not considered material.

The terms and conditions of the 2013 Agreement are not considered material.

The License Agreement is attached hereto as Exhibit 10.1 to this current report and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.

In connection with entering into the agreements described in Item 1.01, the 2002 Agreement was terminated in its entirety without penalty on March 14, 2013. The 2002 Agreement was previously filed as Exhibit 10.54 to Amendment No. 4 to the Registration Statement on Form S-1 filed on February 26, 2010. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1 Intellectual Property License Agreement, dated March 14, 2013, between Sensata Technologies, Inc. and Measurement Specialties, Inc.

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