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Full Doc
 | 2003 |
Tax Allocation Agreement
Tax Allocation Agreement (85K)
Doc #115008: Click preview link for longer preview.
--------------------------------------------------------------------------------
FORM OF
TAX ALLOCATION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
----------------------------
[ ], 2003
----------------------------
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I DEFINITIONS............................................... 1
Section 1.01 General................................................... 1
Section 1.02 Schedules, etc............................................ 8
ARTICLE II FILING OF TAX RETURNS; PAYMENT OF TAXES; REFUNDS.......... 8
Section 2.01 Preparation of Tax Returns................................ 8
Section 2.02 Payment of Taxes.......................................... 10
Section 2.03 Tax Refunds and Carrybacks................................ 13
Section 2.04 Allocation of Straddle Period Taxes....................... 14
ARTICLE III TAX INDEMNIFICATION; TAX CONTESTS......................... 15
Section 3.01 Indemnification........................................... 15
Section 3.02 Mindspeed Tax Acts........................................ 17
Section 3.03 Notice of Indemnity....................................... 18
Section 3.04 Payments.................................................. 18
Section 3.05 Tax Contests.............................................. 20
ARTICLE IV OPTIONS; COMPENSATION PAYMENTS; INTEREST CHARGE FOR LATE
PAYMENTS; CURRENCY CALCULATIONS; EFFECTIVE TIME OF
TRANSACTIONS.............................................. 21
Section 4.01 Stock Options; Restricted Shares.......................... 21
Section 4.02 Compensation Payments..................................... 23
Section 4.03 Change in Law............................................. 24
Section 4.04 Interest Charge for Late Payments......................... 24
Section 4.05 Currency Calculations..................................... 24
Section 4.06 Effective Time of Transaction............................. 24
ARTICLE V COOPERATION AND EXCHANGE OF INFORMATION................... 25
Section 5.01 Inconsistent Actions...................................... 25
Section 5.02 [Intentionally Omitted]................................... 25
Section 5.03 [Intentionally Omitted]................................... 25
Section 5.04 Cooperation and Exchange of Information................... 25
Section 5.05 Tax Records............................................... 26
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
ARTICLE VI MISCELLANEOUS............................................. 27
Section 6.01 Entire Agreement; Construction............................ 27
Section 6.02 Effectiveness............................................. 27
Section 6.03 Survival of Agreements.................................... 27
Section 6.04 Governing Law............................................. 27
Section 6.05 Notices................................................... 27
Section 6.06 Amendments................................................ 28
Section 6.07 Successors and Assigns.................................... 28
Section 6.08 Captions; Currency........................................ 28
Section 6.09 Severability.............................................. 28
Section 6.10 Parties in Interest....................................... 28
Section 6.11 Schedules................................................. 29
Section 6.12 Termination............................................... 29
Section 6.13 Waivers; Remedies......................................... 29
Section 6.14 Counterparts.............................................. 29
Section 6.15 Performance............................................... 29
Section 6.16 Interpretation............................................ 29
Section 6.17 Dispute Resolution........................................ 30
{/TABLE}
ii
{PAGE}
TAX ALLOCATION AGREEMENT
TAX ALLOCATION AGREEMENT (this "AGREEMENT") dated as of [ ], 2003 by
and between CONEXANT SYSTEMS, INC., a Delaware corporation ("CONEXANT"), and
MINDSPEED TECHNOLOGIES, INC., a Delaware corporation and, as of the date hereof,
a wholly-owned subsidiary of Conexant ("MINDSPEED").
WHEREAS, the Conexant Board (as defined herein) has determined that
it is appropriate and desirable, subject to the terms and conditions contained
in the Distribution Agreement by and between Conexant and Mindspeed dated as of
the date hereof ("DISTRIBUTION AGREEMENT") for Conexant to distribute on a pro
rata basis to holders of shares of Conexant Common Stock (as defined herein) the
outstanding shares of Mindspeed Common Stock owned by Conexant; and
WHEREAS, Conexant and Mindspeed wish to provide for and agree upon
the allocation between the Conexant Tax Group (as defined herein) and the
Mindspeed Tax Group (as defined herein) of all responsibilities, liabilities and
benefits relating to or affecting Taxes (as defined herein) paid or payable by
either of them for all taxable periods, whether beginning before, on or after
the Distribution Date (as defined herein).
NOW, THEREFORE, in consideration of the premises and of the
respective agreements contained in this Agreement, the parties hereto hereby
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 GENERAL. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined). Any capitalized term
not otherwise defined in this Agreement shall have the meaning ascribed to it in
the Distribution Agreement.
"ACTUALLY REALIZED" shall mean, for purposes of determining the
timing of any Taxes (or related Tax cost or benefit) relating to any payment,
transaction, occurrence or event, the time at which the amount of Taxes
(including estimated Taxes) payable by any person is increased above or reduced
below, as the
{PAGE}
case may be, the amount of Taxes that such person would be required to pay but
for the payment, transaction, occurrence or event.
"BOEING" shall mean The Boeing Company, a Delaware corporation.
"BOEING TAX GROUP" shall mean Boeing and its affiliates.
"CODE" shall mean the Internal Revenue Code of 1986, as amended, or
any successor legislation.
"COMPENSATION PAYMENTS" shall mean all non-qualified employee
benefit plan and welfare benefit plan payments made under the Employee Matters
Agreement dated the date hereof by and between Conexant and Mindspeed.
"CONEXANT" shall have the meaning ascribed thereto in the preamble.
"CONEXANT BOARD" shall mean the Board of Directors of Conexant or a
duly authorized committee thereof.
"CONEXANT COMMON STOCK" shall mean the Common Stock, par value of $1
per share, of Conexant and the associated preferred share purchase rights.
"CONEXANT COMMON STOCK OPTIONS" shall mean options to acquire
Conexant Common Stock.
"CONEXANT GROUP EMPLOYEES AND FORMER EMPLOYEES" shall mean
individuals (i) who are employees of any member of the Conexant Tax Group on the
date of the event giving rise to a deduction in respect of any Compensation
Payments made to such individuals or Stock Options or Restricted Stock held by
such individuals, or (ii) whose most recent employment with any member of the
Conexant Tax Group or the Mindspeed Tax Group prior to such date was more
closely associated with the Broadband Business or some other business rather
than the Mindspeed Business.
"CONEXANT/MINDSPEED TAX GROUP" shall mean any corporation or other
legal entity which is a member of the Conexant Tax Group or the Mindspeed Tax
Group but only with respect to taxable periods (or portions thereof) ending on
or before or including the Distribution Date.
"CONEXANT RESTRICTED STOCK" shall mean shares of Conexant Common
Stock subject to restrictions on transferability and subject to a substantial
risk of forfeiture.
115008
|
Conexant
As referenced in this Tax Allocation Agreement:
CONEXANT SYSTEMS, INC. –
EX-10.7
12
Exhibit 10.7
[5/13/03]
--------------------------------------------------------------------------------
FORM OF
TAX ALLOCATION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
----------------------------
[ ], 2003
----------------------------
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS............................................... 1
Section 1.01 General................................................... 1
Section 1.02 Schedules, etc............................................
_____________
CONEXANT SYSTEMS, INC. – 29
Section 6.16 Interpretation............................................ 29
Section 6.17 Dispute Resolution........................................ 30
ii
TAX ALLOCATION AGREEMENT
TAX ALLOCATION AGREEMENT (this "AGREEMENT") dated as of [ ], 2003 by
and between CONEXANT SYSTEMS, INC. , a Delaware corporation ("CONEXANT"), and
MINDSPEED TECHNOLOGIES, INC., a Delaware corporation and, as of the date hereof,
a wholly-owned subsidiary of Conexant ("MINDSPEED").
WHEREAS, the Conexant Board (as
_____________
CONEXANT SYSTEMS, INC. – Distribution Agreement.
30
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties as of the date first
hereinabove written.
CONEXANT SYSTEMS, INC.
By:
-----------------------------
Name:
Title:
MINDSPEED TECHNOLOGIES, INC.
By:
-----------------------------
Name:
Title:
31
_____________
dt 1852285
;
Conexant
As referenced in this Tax Allocation Agreement:
CONEXANT SYSTEMS, INC. –
EX-10.7
12
Exhibit 10.7
[5/13/03]
--------------------------------------------------------------------------------
FORM OF
TAX ALLOCATION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
----------------------------
[ ], 2003
----------------------------
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS............................................... 1
Section 1.01 General................................................... 1
Section 1.02 Schedules, etc............................................
_____________
CONEXANT SYSTEMS, INC. – 29
Section 6.16 Interpretation............................................ 29
Section 6.17 Dispute Resolution........................................ 30
ii
TAX ALLOCATION AGREEMENT
TAX ALLOCATION AGREEMENT (this "AGREEMENT") dated as of [ ], 2003 by
and between CONEXANT SYSTEMS, INC. , a Delaware corporation ("CONEXANT"), and
MINDSPEED TECHNOLOGIES, INC., a Delaware corporation and, as of the date hereof,
a wholly-owned subsidiary of Conexant ("MINDSPEED").
WHEREAS, the Conexant Board (as
_____________
CONEXANT SYSTEMS, INC. – Distribution Agreement.
30
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties as of the date first
hereinabove written.
CONEXANT SYSTEMS, INC.
By:
-----------------------------
Name:
Title:
MINDSPEED TECHNOLOGIES, INC.
By:
-----------------------------
Name:
Title:
31
_____________
dt 1852293
;
|
Mindspeed
As referenced in this Tax Allocation Agreement:
MINDSPEED TECHNOLOGIES INC –
MINDSPEED TECHNOLOGIES INC
_____________
MINDSPEED TECHNOLOGIES, INC. –
EX-10.7
12
Exhibit 10.7
[5/13/03]
--------------------------------------------------------------------------------
FORM OF
TAX ALLOCATION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
----------------------------
[ ], 2003
----------------------------
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS............................................... 1
Section 1.01 General................................................... 1
Section 1.02 Schedules, etc............................................ 8
ARTICLE II FILING
_____________
MINDSPEED TECHNOLOGIES, INC. – 17 Dispute Resolution........................................ 30
ii
TAX ALLOCATION AGREEMENT
TAX ALLOCATION AGREEMENT (this "AGREEMENT") dated as of [ ], 2003 by
and between CONEXANT SYSTEMS, INC., a Delaware corporation ("CONEXANT"), and
MINDSPEED TECHNOLOGIES, INC. , a Delaware corporation and, as of the date hereof,
a wholly-owned subsidiary of Conexant ("MINDSPEED").
WHEREAS, the Conexant Board (as defined herein) has determined that
it is appropriate
_____________
MINDSPEED TECHNOLOGIES, INC. – WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties as of the date first
hereinabove written.
CONEXANT SYSTEMS, INC.
By:
-----------------------------
Name:
Title:
MINDSPEED TECHNOLOGIES, INC.
By:
-----------------------------
Name:
Title:
31
_____________
dt 1852360
;
Mindspeed
As referenced in this Tax Allocation Agreement:
MINDSPEED TECHNOLOGIES, INC. – MsoNormal>
{DOCUMENT}
{TYPE}EX-10.7
{SEQUENCE}12
{PAGE}
Exhibit 10.7
[5/13/03]
--------------------------------------------------------------------------------
FORM OF
TAX ALLOCATION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
----------------------------
[ ], 2003
----------------------------
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I DEFINITIONS............................................... 1
Section 1.01 General................................................... 1
Section 1.02 Schedules, etc............................................ 8
ARTICLE II FILING
_____________
MINDSPEED TECHNOLOGIES, INC. – 17 Dispute Resolution........................................ 30
{/TABLE}
ii
{PAGE}
TAX ALLOCATION AGREEMENT
TAX ALLOCATION AGREEMENT (this "AGREEMENT") dated as of [ ], 2003 by
and between CONEXANT SYSTEMS, INC., a Delaware corporation ("CONEXANT"), and
MINDSPEED TECHNOLOGIES, INC. , a Delaware corporation and, as of the date hereof,
a wholly-owned subsidiary of Conexant ("MINDSPEED").
WHEREAS, the Conexant Board (as defined herein) has determined that
it is appropriate
_____________
MINDSPEED TECHNOLOGIES, INC. – WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties as of the date first
hereinabove written.
CONEXANT SYSTEMS, INC.
By:
-----------------------------
Name:
Title:
MINDSPEED TECHNOLOGIES, INC.
By:
-----------------------------
Name:
Title:
31
_____________
dt 1460252
;
More... |
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| 2002 |
Agreement to Amend Noncompetition and Proprietary Information Agreement
Agreement to Amend Noncompetition and Proprietary Information Agreement (6K)
Doc #124629: Click preview link for longer preview.
AGREEMENT
TO AMEND
NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
AGREEMENT TO AMEND NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
("Agreement") entered into as of this ___ day of April 2002, by and among Brooks
Automation, Inc., a Delaware corporation ("BAI"), Daifuku Co., Ltd., a Japanese
company ("Daifuku Japan"), and Daifuku America Corporation, an Illinois
corporation and wholly-owned subsidiary of Daifuku Japan ("DAC").
WITNESSETH:
WHEREAS, BAI acquired Auto-Soft Corporation and AutoSimulations, Inc.,
two Utah corporations, from DAC pursuant to a certain Agreement and Plan of
Merger dated as of January 6, 2000 ("Merger Agreement") among BAI, DAC and
Daifuku Japan.
WHEREAS, in connection with the Merger Agreement, BAI, Daifuku Japan
and DAC entered into a Noncompetition and Proprietary Information Agreement as
of January 6, 2000 ("Noncompetition Agreement") to set forth certain
noncompetition and proprietary arrangements effective after the closing of the
Merger Agreement;
WHEREAS, contemporaneously with this Agreement, BAI and Daifuku Japan
will enter into a certain License Agreement, dated as of the date hereof, which
grants certain licenses from BAI to Daifuku Japan ("License Agreement") with
respect to a certain material control system software product, including for use
in semiconductor wafer fabrication facilities, known as CLASS MCS ("CLASS MCS").
WHEREAS, in order to enhance competition in the MCS and related markets
after the proposed merger of BAI and PRI Automation, Inc., BAI, Daifuku Japan
and DAC desire to modify the Noncompetition Agreement to delete all
noncompetition and non-solicitation arrangements;
NOW THEREFORE, in consideration of the agreements, terms and conditions
herein and referenced above, and the consideration received under the License
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
it is hereby agreed by and among the parties as follows:
124629
|
Brooks
As referenced in this Agreement to Amend Noncompetition and Proprietary Information Agreement:
Brooks
Automation, Inc. – AGREEMENT
TO AMEND
NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
AGREEMENT TO AMEND NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
("Agreement") entered into as of this ___ day of April 2002, by and among Brooks
Automation, Inc. , a Delaware corporation ("BAI"), Daifuku Co., Ltd., a Japanese
company ("Daifuku Japan"), and Daifuku America Corporation, an Illinois
corporation and wholly-owned subsidiary of Daifuku Japan ("DAC").
WITNESSETH:
WHEREAS,
_____________
BROOKS AUTOMATION, INC. – follows]
2
{PAGE}
IN WITNESS WHEREOF, the parties hereto, or their duly authorized
representatives, have signed and delivered this Agreement effective as of the
day and year first above written.
BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
-----------------------------------------
Name: Ellen B. Richstone
Title: Senior Vice President, Finance &
Administration Chief Financial
Officer
DAIFUKU CO., LTD.
By: /s/ Masaki Shimono
-----------------------------------------
Name: Masaki Shimono
Title:
_____________
dt 1472965
;
Brooks
As referenced in this Agreement to Amend Noncompetition and Proprietary Information Agreement:
Brooks
Automation, Inc. – AGREEMENT
TO AMEND
NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
AGREEMENT TO AMEND NONCOMPETITION AND PROPRIETARY INFORMATION AGREEMENT
("Agreement") entered into as of this ___ day of April 2002, by and among Brooks
Automation, Inc. , a Delaware corporation ("BAI"), Daifuku Co., Ltd., a Japanese
company ("Daifuku Japan"), and Daifuku America Corporation, an Illinois
corporation and wholly-owned subsidiary of Daifuku Japan ("DAC").
WITNESSETH:
WHEREAS,
_____________
BROOKS AUTOMATION, INC. – follows]
2
{PAGE}
IN WITNESS WHEREOF, the parties hereto, or their duly authorized
representatives, have signed and delivered this Agreement effective as of the
day and year first above written.
BROOKS AUTOMATION, INC.
By: /s/ Ellen B. Richstone
-----------------------------------------
Name: Ellen B. Richstone
Title: Senior Vice President, Finance &
Administration Chief Financial
Officer
DAIFUKU CO., LTD.
By: /s/ Masaki Shimono
-----------------------------------------
Name: Masaki Shimono
Title:
_____________
dt 1472984
;
| Daifuku Co., Ltd.;
Daifuku America Corporation
|
| Preview
Full Doc
| 2002 |
Production and Development Materials and Services Purchase Agreement
Production and Development Materials and Services Purchase Agreement (86K)
Doc #125518: Click preview link for longer preview.
FORMFACTOR, INC.
PRODUCTION AND DEVELOPMENT
MATERIALS AND SERVICES
PURCHASE AGREEMENT
BUYER: SELLER:
FormFactor, Inc. NTK Technologies, Inc.
2140 Research Drive 3255-2 Scott Blvd. Suite 101
Livermore, CA 94550 Santa Clara, CA 95054
Contact: Mark Zeni Contact: Adam Kuhara
---------------------- ------------------------------
Phone: 925-456-7302 Phone: (602) 470-9898
------------------------ --------------------------------
Fax: 925-294-8145 Fax: (602) 470-9797
-------------------------- ----------------------------------
Product(s): Items and Services as identified on Schedule A, and
consistent with the specifications of Schedule B.
Pricing: As identified on Schedule C.
Lead Time As specified in Schedule D.
Purchase Orders: Buyer may purchase and Seller shall accept
all Purchase Orders for Items, Custom Items and
Services in accordance with the prices and the terms
and conditions contained in this Agreement.
Terms and Conditions: Any and all Purchase Orders, as may
be issued by the Buyer, shall reference this
Agreement and be governed solely by the terms and
conditions of this Agreement notwithstanding any
terms and conditions on Seller's acknowledgment or
Buyer's Purchase Order. Any additional or different
terms as may be contained in Seller's documents are
hereby deemed to be material alterations, and Buyer
hereby gives notice of objection to and rejection of
such material alterations.
Alterations: As specified in Schedule F.
Term: * * * from the Effective Date
CNDA No.: NTK 9902
---------------------------------
In consideration of the mutual promises and obligations contained within this
Production and Development Materials and Services Purchase Agreement (this
"Agreement"), FormFactor, Inc. (hereinafter "Buyer" or "FormFactor") and NTK
Technologies, Inc. (hereinafter "Seller" or "NTK") (Buyer and Seller are also
referred to individually as a "Party" and collectively as the "Parties"), agree
as set forth above, in the accompanying General Terms and Conditions of Purchase
Agreement, and in the appended Schedules, and hereby have caused this Agreement
to be duly and validly executed and in full force and effect as of the date of
full execution ("Effective Date").
FormFactor, Inc. NTK Technologies, Inc.
By: /s/ Mark Zeni By: /s/ Kay K. Yamasaki
------------------------------ ----------------------------------
Name: Mark Zeni Name: Kay K. Yamasaki
------------------------------ ----------------------------------
Title: VP Supply Chain Title: COO
------------------------------ ----------------------------------
Dated: May 15, 2002 Dated: June 25, 2002
------------------------------ ----------------------------------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
125518
|
FormFactor
As referenced in this Production and Development Materials and Services Purchase Agreement:
FORMFACTOR, INC. –
{DOCUMENT}
{TYPE}EX-10.28
{SEQUENCE}4
{FILENAME}f80848a4exv10w28.txt
{DESCRIPTION}EXHIBIT 10.28
{TEXT}
{PAGE}
EXHIBIT 10.28
CONFIDENTIAL TREATMENT REQUESTED
FORMFACTOR, INC.
PRODUCTION AND DEVELOPMENT
MATERIALS AND SERVICES
PURCHASE AGREEMENT
BUYER: SELLER:
FormFactor, Inc. NTK Technologies, Inc.
2140 Research Drive 3255-2 Scott Blvd. Suite 101
Livermore, CA 94550 Santa Clara,
_____________
FormFactor, Inc. – 28
{SEQUENCE}4
{FILENAME}f80848a4exv10w28.txt
{DESCRIPTION}EXHIBIT 10.28
{TEXT}
{PAGE}
EXHIBIT 10.28
CONFIDENTIAL TREATMENT REQUESTED
FORMFACTOR, INC.
PRODUCTION AND DEVELOPMENT
MATERIALS AND SERVICES
PURCHASE AGREEMENT
BUYER: SELLER:
FormFactor, Inc. NTK Technologies, Inc.
2140 Research Drive 3255-2 Scott Blvd. Suite 101
Livermore, CA 94550 Santa Clara, CA 95054
Contact: Mark Zeni Contact: Adam Kuhara
---------------------- ------------------------------
Phone: 925-456-7302
_____________
FormFactor, Inc. – Term: * * * from the Effective Date
CNDA No.: NTK 9902
---------------------------------
In consideration of the mutual promises and obligations contained within this
Production and Development Materials and Services Purchase Agreement (this
"Agreement"), FormFactor, Inc. (hereinafter "Buyer" or "FormFactor") and NTK
Technologies, Inc. (hereinafter "Seller" or "NTK") (Buyer and Seller are also
referred to individually as a "Party" and collectively as the "Parties"), agree
_____________
FormFactor, Inc. – the appended Schedules, and hereby have caused this Agreement
to be duly and validly executed and in full force and effect as of the date of
full execution ("Effective Date").
FormFactor, Inc. NTK Technologies, Inc.
By: /s/ Mark Zeni By: /s/ Kay K. Yamasaki
------------------------------ ----------------------------------
Name: Mark Zeni Name: Kay K. Yamasaki
------------------------------ ----------------------------------
Title: VP Supply Chain Title: COO
------------------------------ ----------------------------------
Dated: May 15, 2002
_____________
dt 1473185
;
|
FormFactor
As referenced in this Production and Development Materials and Services Purchase Agreement:
FORMFACTOR, INC. –
{DOCUMENT}
{TYPE}EX-10.28
{SEQUENCE}4
{FILENAME}f80848a4exv10w28.txt
{DESCRIPTION}EXHIBIT 10.28
{TEXT}
{PAGE}
EXHIBIT 10.28
CONFIDENTIAL TREATMENT REQUESTED
FORMFACTOR, INC.
PRODUCTION AND DEVELOPMENT
MATERIALS AND SERVICES
PURCHASE AGREEMENT
BUYER: SELLER:
FormFactor, Inc. NTK Technologies, Inc.
2140 Research Drive 3255-2 Scott Blvd. Suite 101
Livermore, CA 94550 Santa Clara,
_____________
FormFactor, Inc. – 28
{SEQUENCE}4
{FILENAME}f80848a4exv10w28.txt
{DESCRIPTION}EXHIBIT 10.28
{TEXT}
{PAGE}
EXHIBIT 10.28
CONFIDENTIAL TREATMENT REQUESTED
FORMFACTOR, INC.
PRODUCTION AND DEVELOPMENT
MATERIALS AND SERVICES
PURCHASE AGREEMENT
BUYER: SELLER:
FormFactor, Inc. NTK Technologies, Inc.
2140 Research Drive 3255-2 Scott Blvd. Suite 101
Livermore, CA 94550 Santa Clara, CA 95054
Contact: Mark Zeni Contact: Adam Kuhara
---------------------- ------------------------------
Phone: 925-456-7302
_____________
FormFactor, Inc. – Term: * * * from the Effective Date
CNDA No.: NTK 9902
---------------------------------
In consideration of the mutual promises and obligations contained within this
Production and Development Materials and Services Purchase Agreement (this
"Agreement"), FormFactor, Inc. (hereinafter "Buyer" or "FormFactor") and NTK
Technologies, Inc. (hereinafter "Seller" or "NTK") (Buyer and Seller are also
referred to individually as a "Party" and collectively as the "Parties"), agree
_____________
FormFactor, Inc. – the appended Schedules, and hereby have caused this Agreement
to be duly and validly executed and in full force and effect as of the date of
full execution ("Effective Date").
FormFactor, Inc. NTK Technologies, Inc.
By: /s/ Mark Zeni By: /s/ Kay K. Yamasaki
------------------------------ ----------------------------------
Name: Mark Zeni Name: Kay K. Yamasaki
------------------------------ ----------------------------------
Title: VP Supply Chain Title: COO
------------------------------ ----------------------------------
Dated: May 15, 2002
_____________
dt 1459354
|
| Preview
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| 2003 |
Agreement for the Purchase and Sale of Assets
Agreement for the Purchase and Sale of Assets (119K)
Doc #131015: Click preview link for longer preview.
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (Agreement) is made as of June 17, 2003 by and between Tvia, Inc., a Delaware corporation, having its principal office at 4001 Burton Drive, Santa Clara, CA 95054 (Tvia Inc.) and ?????(??)????, a foreign wholly owned enterprise established in accordance with the relevant laws of the Peoples Republic of China, having a principal office at Hefei New and High Technology Industry Development Zone, 669 ChangJiang Road West, Hefei, Anhui, P.R. China 230088 (Tvia China) (as used in this Agreement, Tvia may refer to Tvia Inc. and Tvia China collectively or to either such entity as the context may require), on the one hand, and MediaTek, Inc., a corporation organized and existing under the laws of the Republic of China, having a principal office at 5F, No. 1-2 Innovation Road 1, Science-Based Industrial Park, Hsin-Chu, Taiwan 300 (MediaTek Inc.), MediaTek Limited, a corporation organized and existing under the laws of Western Samoa, having a principal office at Room 4005, United Square, Bin He North Road, Fu Tian Area, ShenZhen, P.R. China 518026 and a wholly owned subsidiary of MediaTek Inc. (MediaTek China), and CrystalMedia Technology, Inc., a California corporation having a principal office at 46732 Fremont Boulevard, Fremont, California 94538 and a wholly owned subsidiary of MediaTek Inc. (MediaTek USA) (as used in this Agreement, MediaTek may refer to MediaTek Inc., MediaTek China and MediaTek USA collectively or to any of the entities as the context may require).
WITNESSETH:
A. Tvia is a leading provider of multimedia display processors for the advanced television and emerging display markets, possessing expertise in the design of integrated circuits (IC) for television-related consumer product applications.
B. MediaTek is a leader in the IC optical storage industry and offers comprehensive IC solutions for optical storage drives, including CD-ROM, DVD-ROM, CD-R/RW, DVD-Rewritable drives, and DVD players, as well as related chipsets.
C. Tvia owns certain assets and desires to sell, transfer, convey and assign to MediaTek such specified assets related to, necessary for, or material to the development and manufacture of the Business Products (as defined below), for the purchase price and upon the terms and subject to the conditions contained in this Agreement.
D. MediaTek desires to purchase such assets from Tvia for the purchase price and upon the terms and subject to the conditions contained in this Agreement.
E. The parties acknowledge that the transfer of such assets from Tvia to MediaTek and the employment of certain of the Business Employees and Selected Employees (as such terms are defined herein) by MediaTek require an extended period of joint efforts and cooperation, which the parties wish to undertake.
NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Definitions
1.1 Defined Terms. For the purposes of this Agreement, the following words and phrases shall have the following meanings:
Administrative Services Agreement means the Administrative Services Agreement entered into by and among Tvia Inc. and Tvia China, on the one hand, and MediaTek Inc., MediaTek China and MediaTek USA, on the other hand, as of the date hereof, a copy of which is attached hereto as Exhibit A.
Affiliate of a Person means any other Person controlling, controlled by, or under common control with, such Person. For purposes of this definition, control means the power to direct the management and policies of a Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that for all purposes of this Agreement a Person shall be considered to be an Affiliate of another Person only during the time period during which such control relationship actually exists between such Persons.
Asset Acquisition Statement has the meaning assigned by Section 5.5(c).
Assignment and Bill of Sale means the Assignment and Bill of Sale with respect to the Purchased Assets executed by Tvia as of the Closing Date, a copy of which is attached hereto as Exhibit B.
Basket Amount has the meaning assigned by Section 9.3(a)(i).
Business Day means a day that is not a Saturday, a Sunday or a statutory or civic holiday in California or Taiwan or any other day on which the principal offices of either Tvia or MediaTek Inc. are closed, whether in accordance with established company policy or as a result of unanticipated events.
Business Employees means the persons identified on Schedule 3.8(a).
Business Products means the following assets and technologies: (1) Home IT, a software product that enables integration of electronic programming guide (EPG), DVD/VCD/SVCD/MP3/MPEG-4 multimedia player, Internet surfing, email, electronic album, karaoke and television games; (2) Advanced Digital Video Broadcast (DVB), a client software package consisting of an operating system-independent middleware layer, a system layer and an elaborate reference navigator (application) layer, which comes with an embedded Linux version and a Microsoft Windows emulation version; (3) TVM4 software Player that runs under Windows or Linux OS, a client software product based on the MPEG-4 standard, which receives and displays MPEG-4 content; and (4) BIOS software, SDK software, eSDK software, and software drivers or Tvias multimedia display processors.
Business Records has the meaning assigned by Section 2.1(d).
Cap has the meaning assigned by Section 9.3(a)(ii).
Closing has the meaning assigned by Section 2.4.
Closing Date means the date of the Closing as determined pursuant to Section 2.4.
131015
|
Pillsbury
As referenced in this Agreement for the Purchase and Sale of Assets:
Pillsbury Winthrop – such party is a corporation or company, as necessary or appropriate.
Counsel for Tvia means Pillsbury Winthrop LLP.
Delaware Counsel for Tvia means Richards, Layton & Finger, P.A.
Derivative Work
Pillsbury Winthrop – Attn: Eli Porat, Chief Executive Officer
Email: eporat@tvia.com
-30-
With a copy to:
Pillsbury Winthrop LLP
2550 Hanover Street
Palo Alto, CA 94304-1115
Phone: (650) 233-4500
Fax: (
dt 33110
;
TVIA
As referenced in this Agreement for the Purchase and Sale of Assets:
TVIA, Inc. –
TVIA, Inc. , Exhibit 2.1
EX-2.1 3 f91533exv2w1.htm EXHIBIT 2.1
Exhibit 2.1
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
by and between
MEDIATEK, INC.,
MEDIATEK
_____________
TVIA, INC
– f91533exv2w1.htm EXHIBIT 2.1
Exhibit 2.1
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
by and between
MEDIATEK, INC.,
MEDIATEK LIMITED
CRYSTALMEDIA TECHNOLOGY, INC.
(collectively, as MediaTek)
and
TVIA, INC
and ?????(??)????
(collectively, as Tvia)
dated as of June 17, 2003
TABLE OF CONTENTS
Page
1.
DEFINITIONS
2
1.1
Defined Terms
2
1.2
Other Definitional and Interpretive Matters
_____________
Tvia, Inc. – 33
-ii-
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (Agreement) is made as of June 17, 2003 by and between Tvia, Inc. , a Delaware corporation, having its principal office at 4001 Burton Drive, Santa Clara, CA 95054 (Tvia Inc.) and ?????(??)????, a foreign wholly owned enterprise established in accordance with the relevant
_____________
(Tvia Inc. – OF ASSETS (Agreement) is made as of June 17, 2003 by and between Tvia, Inc., a Delaware corporation, having its principal office at 4001 Burton Drive, Santa Clara, CA 95054 (Tvia Inc. ) and ?????(??)????, a foreign wholly owned enterprise established in accordance with the relevant laws of the Peoples Republic of China, having a principal office at Hefei New and High Technology
_____________
Tvia Inc. – at Hefei New and High Technology Industry Development Zone, 669 ChangJiang Road West, Hefei, Anhui, P.R. China 230088 (Tvia China) (as used in this Agreement, Tvia may refer to Tvia Inc. and Tvia China collectively or to either such entity as the context may require), on the one hand, and MediaTek, Inc., a corporation organized and existing under the laws
_____________
dt 1459918
;
|
TVIA
As referenced in this Agreement for the Purchase and Sale of Assets:
TVIA, Inc. –
TVIA, Inc. , Exhibit 2.1
EX-2.1 3 f91533exv2w1.htm EXHIBIT 2.1
Exhibit 2.1
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
by and between
MEDIATEK, INC.,
MEDIATEK
_____________
TVIA, INC
– f91533exv2w1.htm EXHIBIT 2.1
Exhibit 2.1
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
by and between
MEDIATEK, INC.,
MEDIATEK LIMITED
CRYSTALMEDIA TECHNOLOGY, INC.
(collectively, as MediaTek)
and
TVIA, INC
and ?????(??)????
(collectively, as Tvia)
dated as of June 17, 2003
TABLE OF CONTENTS
Page
1.
DEFINITIONS
2
1.1
Defined Terms
2
1.2
Other Definitional and Interpretive Matters
_____________
Tvia, Inc. – 33
-ii-
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (Agreement) is made as of June 17, 2003 by and between Tvia, Inc. , a Delaware corporation, having its principal office at 4001 Burton Drive, Santa Clara, CA 95054 (Tvia Inc.) and ?????(??)????, a foreign wholly owned enterprise established in accordance with the relevant
_____________
Tvia, Inc. – entered into prior to the execution of this Agreement.
2.4 Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Tvia, Inc. , as soon as practicable following satisfaction or waiver of all of the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with Article
_____________
Tvia, Inc. – Selected Employees
Exhibits
Exhibit A
Administrative Services Agreement
Exhibit B
Assignment and Bill of Sale
Exhibit C
Patent License Agreement
Exhibit D
Escrow Agreement
Exhibit E
Opinion of Counsel for Tvia, Inc.
Exhibit F
Opinion of Delaware Counsel for Tvia, Inc.
Exhibit G
Opinion of Counsel for Tvia China
confidentiality and, to Tvias Knowledge, no such rights have been lost through
_____________
dt 1459923
;
 Bingham
As referenced in this Agreement for the Purchase and Sale of Assets:
Bingham McCutchen – 5787610
Attn: Calvin Tsai, In-House Legal Counsel
Email: Calvin_Tsai@mtk.com.tw
and to:
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, California 94303-2223
Fax: (650) 849-4800
dt 29560
;
More... |
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| 2002 |
Side Letter to the Backend Foundry Agreement
Side Letter to the Backend Foundry Agreement (2K)
Doc #143917: Click preview link for longer preview.
Side letter to the Backend Foundry Agreement
between TriQuint Semiconductor, Inc., 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and Infineon Technologies Aktiengesellschaft, Mnchen, Federal Republic of Germany
Infineon transfers a frame contract dated 23.01.2001 between [***] and Infineon Technologies AG. The transfer is planned to be effective with the Effective Date of the Sale and Transfer Agreement.
In this frame contract, the general terms and conditions are regulated for the supply of [***] devices, which are sold exclusively to [***].
TriQuint plans to continue the supply of [***] devices to [***] but will replace Infineon Chips by TriQuint chips.
143917
|
TriQuint
As referenced in this Side Letter to the Backend Foundry Agreement:
TriQuint Semiconductor, Inc. – THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Side letter to the Backend Foundry Agreement
between TriQuint Semiconductor, Inc. , 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and Infineon Technologies Aktiengesellschaft, Mnchen, Federal Republic of Germany
Infineon transfers a frame contract dated 23.01.2001 between [***] and Infineon Technologies
_____________
TriQuint Semiconductor, Inc. – Capacity:
[***]
Cycle time:
[***]
Yield:
[***]
[***]
[***]
Minimum Lot Size: [***]
In case the actual cost to Infineon for the required leadframes changes more than + - 5% the respective assembly prices will be adjusted accordingly.
TriQuint Semiconductor, Inc.
Infineon Technologies AG
/s/ Ronald Ruebusch
/s/ Nicole Lau
/s/ Karl Platzoeder
[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
_____________
dt 1459876
;
TriQuint
As referenced in this Side Letter to the Backend Foundry Agreement:
TriQuint Semiconductor, Inc. – THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Side letter to the Backend Foundry Agreement
between TriQuint Semiconductor, Inc. , 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and Infineon Technologies Aktiengesellschaft, Mnchen, Federal Republic of Germany
Infineon transfers a frame contract dated 23.01.2001 between [***] and Infineon Technologies
_____________
TriQuint Semiconductor, Inc. – Capacity:
[***]
Cycle time:
[***]
Yield:
[***]
[***]
[***]
Minimum Lot Size: [***]
In case the actual cost to Infineon for the required leadframes changes more than + - 5% the respective assembly prices will be adjusted accordingly.
TriQuint Semiconductor, Inc.
Infineon Technologies AG
/s/ Ronald Ruebusch
/s/ Nicole Lau
/s/ Karl Platzoeder
[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
_____________
dt 1459900
;
| Infineon Technologies AG
|
| Preview
Full Doc
| 2003 |
Program for Accounts Receivable Transfer Agreement
Program for Accounts Receivable Transfer Agreement (87K)
Doc #154611: Click preview link for longer preview.
PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT
THIS PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT is made this 9th day of
April, 2003 between BANK OF AMERICA, N.A. (together with any successor, "BofA")
and APPLIED MATERIALS, INC., a Delaware corporation ("Client").
Recitals
Client from time to time will own accounts receivable resulting from Client's,
or Client's wholly-owned subsidiaries', sale of products or services. Client
wishes to sell certain accounts receivable to BofA in accordance with the terms
hereof. For purposes hereof, terms defined in Annex I hereto shall have the
respective meanings assigned therein.
Therefore, for good and valuable consideration, the parties agree as follows:
1. Purchase of Receivables.
(a) In connection with the execution and delivery of this
Agreement, Client shall sell to BofA Receivables owned by Client, and
BofA shall purchase such Receivables from Client, on the terms set
forth herein and on the initial Schedule A hereto (such Schedule A and
each other Schedule A hereto being incorporated herein by reference).
After the date hereof, Client may from time to time (x) seek the right
to sell to BofA other Receivables owned by Client and (y) submit a
proposed related Schedule A, in form and substance satisfactory to
BofA, executed by Client. Within 5 days after the initial tender of
Receivables in connection with any proposed Schedule A, BofA shall
notify Client if BofA wishes to accept the proposed Schedule A and
purchase any or all of such Receivables. The purchase of any such
Receivables by BofA shall be made pursuant to the terms hereof.
All Purchased Receivables shall be evidenced by invoices (in
electronic or paper form), which invoices shall comport with the
following as specified on the relevant Schedule A: (i) the tenors of
the Minimum Invoice Tenor Period and Maximum Invoice Tenor Period, (ii)
the Minimum Invoice Amount, and (iii) no grace period related thereto
shall exceed the Past Due Grace Period. Without limiting the other
terms of this Agreement, BofA's purchase of Receivables of an Approved
Account Debtor shall be subject to the following conditions: (A) Client
shall submit an executed Schedule A relating to such Receivables, which
shall contain the relevant terms and conditions with respect thereto,
(B) BofA shall sign such Schedule A and return it to Client, (C) the
aggregate amount of such Receivables being purchased shall be equal to
the relevant Required Amount, (D) the relevant Schedule A shall contain
the Effective Date. All Receivables purchased by BofA shall be
purchased on a non-recourse basis (other than with respect to the
limited repurchase obligations provided herein). It is the express
intention of the parties to this Agreement that the purchase of
Receivables hereunder shall be, and shall be construed as, a true sale
of such Receivables by Client to BofA. Client acknowledges that the
representations and warranties made herein (including without
limitation in Section 4) are a material inducement of BofA's purchase
of the Receivables to be purchased hereunder.
On or prior to the date hereof, Client shall have furnished to
BofA such authorizing corporate resolutions, corporate organizational
documents and legal opinions (covering, at a minimum, (x) due
authorization, execution and delivery, (y) enforceability and
perfection and (z) true sale) as BofA may request.
154611
|
Applied
As referenced in this Program for Accounts Receivable Transfer Agreement:
APPLIED MATERIALS, INC. – RECEIVABLE TRANSFER AGREEMENT
THIS PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT is made this 9th day of
April, 2003 between BANK OF AMERICA, N.A. (together with any successor, "BofA")
and APPLIED MATERIALS, INC. , a Delaware corporation ("Client").
Recitals
Client from time to time will own accounts receivable resulting from Client's,
or Client's wholly-owned subsidiaries', sale of products or services.
_____________
Applied Materials, Inc. – Price for the Receivables to be purchased on such
date, which shall be wired to the following account:
Bank: Mellon Bank N.A.; ABA: 043000261; Acct. No.:
020-8830; For: Applied Materials, Inc. .
(ii) With respect to all Remittances of
cash required to be paid over to BofA pursuant to
Section 1(b)(4), Client shall make such payment in
the form
_____________
Applied Materials, Inc. – America, N.A.
9 W. 57th Street
NY1-301-06-04
New York, NY 10019
Attn: Gabriella Morizio
Telephone: 212-933-2730
Telecopy: 212-933-2625
If to Client, at: Applied Materials, Inc.
2881 Scott Boulevard
M/S 2036
Santa Clara, CA 95050
Attn: Treasury Department
Telephone: 408-235-6765
Telecopy: 408-986-7825
With a copy to: Applied Materials, Inc.
2881
_____________
Applied Materials, Inc. – Client, at: Applied Materials, Inc.
2881 Scott Boulevard
M/S 2036
Santa Clara, CA 95050
Attn: Treasury Department
Telephone: 408-235-6765
Telecopy: 408-986-7825
With a copy to: Applied Materials, Inc.
2881 Scott Boulevard
M/S 2062
Santa Clara, CA 95050
Attn: Legal Department
Telephone: 408.563.4763
12
{PAGE}
Telecopy: 408.986.2836 (fax)
16. Account Statements. Absent manifest
_____________
Applied Materials, Inc. – PARTIES ENTERING INTO THE SUBJECT TRANSACTION.
14
{PAGE}
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first above written.
Bank of America, N.A.. Applied Materials, Inc.
By:/s/ WILLIAM D. HOBBS By: /s/ JOSEPH R. BROSON
--------------------------- -----------------------------------
Printed Name: William D. Hobbs Printed Name: Joseph R. Bronson
Title: Senior Vice President Title: Executive Vice President,
Global
_____________
dt 1470687
;
Applied
As referenced in this Program for Accounts Receivable Transfer Agreement:
APPLIED MATERIALS, INC. – RECEIVABLE TRANSFER AGREEMENT
THIS PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT is made this 9th day of
April, 2003 between BANK OF AMERICA, N.A. (together with any successor, "BofA")
and APPLIED MATERIALS, INC. , a Delaware corporation ("Client").
Recitals
Client from time to time will own accounts receivable resulting from Client's,
or Client's wholly-owned subsidiaries', sale of products or services.
_____________
Applied Materials, Inc. – Price for the Receivables to be purchased on such
date, which shall be wired to the following account:
Bank: Mellon Bank N.A.; ABA: 043000261; Acct. No.:
020-8830; For: Applied Materials, Inc. .
(ii) With respect to all Remittances of
cash required to be paid over to BofA pursuant to
Section 1(b)(4), Client shall make such payment in
the form
_____________
Applied Materials, Inc. – America, N.A.
9 W. 57th Street
NY1-301-06-04
New York, NY 10019
Attn: Gabriella Morizio
Telephone: 212-933-2730
Telecopy: 212-933-2625
If to Client, at: Applied Materials, Inc.
2881 Scott Boulevard
M/S 2036
Santa Clara, CA 95050
Attn: Treasury Department
Telephone: 408-235-6765
Telecopy: 408-986-7825
With a copy to: Applied Materials, Inc.
2881
_____________
Applied Materials, Inc. – Client, at: Applied Materials, Inc.
2881 Scott Boulevard
M/S 2036
Santa Clara, CA 95050
Attn: Treasury Department
Telephone: 408-235-6765
Telecopy: 408-986-7825
With a copy to: Applied Materials, Inc.
2881 Scott Boulevard
M/S 2062
Santa Clara, CA 95050
Attn: Legal Department
Telephone: 408.563.4763
12
{PAGE}
Telecopy: 408.986.2836 (fax)
16. Account Statements. Absent manifest
_____________
Applied Materials, Inc. – PARTIES ENTERING INTO THE SUBJECT TRANSACTION.
14
{PAGE}
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first above written.
Bank of America, N.A.. Applied Materials, Inc.
By:/s/ WILLIAM D. HOBBS By: /s/ JOSEPH R. BROSON
--------------------------- -----------------------------------
Printed Name: William D. Hobbs Printed Name: Joseph R. Bronson
Title: Senior Vice President Title: Executive Vice President,
Global
_____________
dt 1321712
;
|
McGraw-Hill Companies
As referenced in this Program for Accounts Receivable Transfer Agreement:
McGraw-Hill Companies, Inc – and Collections Department, or
any equivalent officer with credit and
collection responsibilities.
S&P: Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc .,
or any successor.
3
{PAGE}
Schedule A: Any applicable Schedule A (which may be
denoted Schedule A-1, etc.), in substantially
the
_____________
dt 310905
;
 BofA
As referenced in this Program for Accounts Receivable Transfer Agreement:
BANK OF AMERICA, – PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT is made this 9th day of
April, 2003 between BANK OF AMERICA, N.A. (together with any successor, "BofA")
and APPLIED MATERIALS, INC., a Delaware corporation ("
Bank of America, – make such payment in
the form of a wire transfer to the following account:
Bank: Bank of America, N.A., New York, NY; ABA: 026
009 593; Account No.: 6550-219386; For:
Bank of America, – if by mail, as of the date of first attempted
delivery:
If to BofA, at: Bank of America, N.A.
100 North Tryon Street
NC1-007-06-07
Charlotte, NC 28255
Attn:
Bank of America, – William D. Hobbs
Telephone: 704-388-5914
Telecopy: 704-388-3336
With a copy to: Bank of America, N.A.
9 W. 57th Street
NY1-301-06-04
New York, NY 10019
Bank of America, – WHEREOF, the undersigned have duly executed this Agreement
as of the date first above written.
Bank of America, N.A.. Applied Materials, Inc.
By:/s/ WILLIAM D. HOBBS By: /s/ JOSEPH R.
dt 40183
|
| Preview
Full Doc
| 2003 |
Technology Transfer Agreement
Technology Transfer Agreement (61K)
Doc #154668: Click preview link for longer preview.
CEVA, INC. TECHNOLOGY TRANSFER AGREEMENT
This Technology Transfer Agreement (this "Agreement"), effective as of
November 1, 2002 (the "Effective Date"), is entered into by and between DSP
Group Inc. ("DSPGI"), a Delaware corporation, and Ceva, Inc. ("Ceva"), a
Delaware corporation and a wholly owned subsidiary of DSPGI.
RECITALS
A. DSPGI is engaged in the business of designing, manufacturing and
marketing high performance digital signal processing integrated circuit devices
for cordless telephone, computer telephony, voice-over-broadband and other
products.
B. Ceva is engaged in the business of developing and licensing to third
parties digital signal processing cores for the manufacture of integrated
circuit devices.
C. DSPGI owns or otherwise holds certain intellectual property rights and
other assets relating to the digital signal processing cores described on
Exhibit A to this Agreement, which intellectual property rights and other
assets it desires to assign to Ceva, and Ceva desires to receive such
assignment of intellectual property rights and other assets from DSPGI, in
accordance with the terms and conditions set forth herein.
AGREEMENTS
Now, therefore, in consideration of the mutual covenants and the other terms
and conditions contained herein, the Parties (as defined below) hereby agree as
follows:
ARTICLE I
DEFINITIONS
In addition to the capitalized terms defined elsewhere in this Agreement,
the following terms shall have the following meanings:
SECTION 1.1. "Additional Necessary Licensed IP" shall mean all technology,
information and materials of any kind, such as designs, development kits,
emulators, tools, libraries, test suites, documentation, parts lists, board
layouts, design materials, databases, know-how, methods, processes, and work in
progress, each to the extent that they are necessary to continue operating the
Licensing Business as currently conducted by the licensing division of DSPGI,
but are not included in the Licensing Business Assets. The parties acknowledge
and agree that the Additional Necessary Licensed IP does not include the
Licensed IP Modules or Process Information.
SECTION 1.2. Affiliate. "Affiliate" of any Person shall mean a Person that
controls, is controlled by, or is under common control with such Person. As
used herein, "control" of a Person means the possession, directly or
indirectly, of the power to direct or cause the direction
{PAGE}
of the management and policies of such Person, whether through ownership of
voting securities or other interests, by contract or otherwise. A Person shall
be deemed an Affiliate only for so long as such control exists. Notwithstanding
the foregoing, DSPGI and Ceva shall not be considered Affiliates of each other,
and DSPGI shall not be deemed to control Ceva.
SECTION 1.3. Combination Agreement. "Combination Agreement" shall have the
meaning set forth in the Separation Agreement.
SECTION 1.4. Confidential Information. "Confidential Information" shall
mean the Ceva Confidential Information or DSPGI Confidential Information, as
applicable.
SECTION 1.5. Ceva Confidential Information. "Ceva Confidential Information"
shall mean any and all (a) Existing Cores, Other Transferable Licensing IP,
patent applications and provisional patent applications included in the
Transferable Patents, Other Transferable Assets, Third Party Licenses, Other
Contracts and Employee Proprietary Information Agreements, including all
technology, information and materials included in such items, and (b) other
technology, information and materials related to research, products, services,
hardware or software, inventions, processes, designs, drawings, engineering or
other technology which is supplied or licensed by Ceva (in this capacity, the
"Disclosing Party") to DSPGI (in this capacity, the "Receiving Party") after
the Effective Date and which is designated in writing as proprietary or
confidential (or with a similar designation) or, if disclosed orally or by
demonstration, is designated as confidential or proprietary at the time of
disclosure and summarized in a writing so designated within thirty (30) days of
the initial disclosure. Ceva Confidential Information shall not include,
however, information or material which (i) is or becomes available to the
relevant public other than as a result of a wrongful act or omission by the
Receiving Party, (ii) except with respect to the items described in subsection
(a) above, was available to the Receiving Party (without a duty of
confidentiality owed to the Disclosing Party with respect to such information
or material) prior to its receipt from the Disclosing Party, (iii) becomes
available to the Receiving Party from a Person not otherwise bound by a
confidentiality agreement with the Disclosing Party with respect to such
information or material, or (iv) except with respect to the items described in
subsection (a) above, was independently developed by the Receiving Party.
SECTION 1.6. Ceva Employees. "Ceva Employees" shall have the meaning set
forth in the Separation Agreement.
SECTION 1.7. Ceva Licensed Products. "Ceva Licensed Products" shall mean
digital signal processing cores designed and developed by or for Ceva, its
successors or assigns, and its or their Affiliates, that consist principally of
an Existing Core and that also incorporate one or more of the Licensed Chip
Modules, where such Licensed Chip Modules are bundled with, and are used with,
such Existing Core.
SECTION 1.8. Corage Ltd. Technology Transfer Agreement. "Corage Ltd.
Technology Transfer Agreement" shall mean the Corage, Ltd. Technology Transfer
Agreement of even date herewith by and between Corage, Ltd. and DSP Group Ltd.
154668
|
Ceva
As referenced in this Technology Transfer Agreement:
}CEVA,INC. –
{DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}5
{FILENAME}dex103.txt
{DESCRIPTION}CEVA,INC. TECHNOLOGY TRANSFER AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.3
CEVA, INC. TECHNOLOGY TRANSFER AGREEMENT
This Technology Transfer Agreement (this "Agreement"), effective as of
November 1, 2002 (the "Effective Date"), is
_____________
CEVA, INC. –
{DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}5
{FILENAME}dex103.txt
{DESCRIPTION}CEVA,INC. TECHNOLOGY TRANSFER AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.3
CEVA, INC. TECHNOLOGY TRANSFER AGREEMENT
This Technology Transfer Agreement (this "Agreement"), effective as of
November 1, 2002 (the "Effective Date"), is entered into by and between DSP
Group Inc. ("DSPGI"), a
_____________
Ceva, Inc. – AGREEMENT
This Technology Transfer Agreement (this "Agreement"), effective as of
November 1, 2002 (the "Effective Date"), is entered into by and between DSP
Group Inc. ("DSPGI"), a Delaware corporation, and Ceva, Inc. ("Ceva"), a
Delaware corporation and a wholly owned subsidiary of DSPGI.
RECITALS
A. DSPGI is engaged in the business of designing, manufacturing and
marketing high performance digital signal processing
_____________
Ceva, Inc. – employees, representatives, or agents
of such Person.
SECTION 1.30. Separation Agreement. "Separation Agreement" shall mean the
Separation Agreement of even date herewith by and among DSPGI, DSP Group Ltd.,
Ceva, Inc. , DSP Ceva, Inc. and Corage, Ltd.
SECTION 1.31. Third Party or Third Parties. "Third Party" or "Third
Parties" shall mean any entity other than a Party or an
_____________
Ceva, Inc. – agents
of such Person.
SECTION 1.30. Separation Agreement. "Separation Agreement" shall mean the
Separation Agreement of even date herewith by and among DSPGI, DSP Group Ltd.,
Ceva, Inc., DSP Ceva, Inc. and Corage, Ltd.
SECTION 1.31. Third Party or Third Parties. "Third Party" or "Third
Parties" shall mean any entity other than a Party or an Affiliate of a
_____________
dt 1458733
;
|