Exhibit 10.28
ARTICLES OF COLLABORATION
FOR
LOW COST FLIP CHIP CONSORTIUM
This Agreement is entered into by and among the following parties:
National Semiconductor Corporation
Aptos Corporation
Delco Electronics Corporation
▇▇▇▇▇▇ Missile Systems Company
Jabil Circuit, Inc.
Litronic Industries
▇▇▇▇▇▇▇▇, Inc.
SunDisk Corporation
WHEREAS the Parties have complementary research interests and wish to form a
cooperative research consortium (hereinafter Consortium) to engage in
cooperative research in the area of low cost solder-bumped flip chip assemblies
in order to develop and emplace a domestic manufacturing capability for design,
solder-bumping and board assembly of integrated circuit (IC) wafers and die;
(hereinafter scope of research); and WHEREAS the Parties anticipate receiving
funding from a government agency; and WHEREAS the Parties wish to be bound
together in the Consortium by these Articles of Collaboration (Articles
hereinafter) in the form of a Joint Research and Development Venture as such
term is defined in the National Cooperative Research Act of 1984 through a
Cooperative Agreement as such term is defined in 31 U.S.C. 6305; and WHEREAS
terms not otherwise defined in this Agreement shall have the meaning set forth
in the ARPA Agreement between the Consortium and the Advanced Research Projects
Agency (ARPA).
Hereinafter the following definitions apply:
Each of National Semiconductor Corporation, Aptos Corporation, Delco
Electronics Corporation, ▇▇▇▇▇▇ Missile Systems Company, Jabil Circuit,
Inc., Litronic Industries, ▇▇▇▇▇▇▇▇, Inc. and SunDisk Corporation once
having executed these Articles is a Consortium Member.
Each Consortium Member is a Party. All Consortium Members are collectively
identified as Parties.
SEMATECH is an Advisor to the Consortium. Due to legal constraints placed
upon these entities, they are unable to sign these Articles of
Collaboration, but agree to support the Consortium's goals and objectives.
As an Advisor to the program, these entities shall not have any voting
authority within the Consortium.
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Each U.S. governmental department or agency thereof providing funding to
the Consortium as a whole is in an Agency during the period such funding is
available or being used.
NOW THEREFORE, the Parties agree as follows:
1. (a) The Parties hereby establish a joint research and development
venture to engage in a collaborative research effort of limited duration to gain
further knowledge and understanding of such technologies for the purposes and
within the Scope of Research set forth herein.
(b) Subject to the availability of Agency funding, the Parties
individually agree to expend best reasonable efforts to achieve the goals
assigned to them as defined in the Program Plan (including milestone payment
plan), attached hereto and incorporated herein. By execution of this Agreement
each Party authorizes the Consortium Management Committee (CMC) or its designee
to enter into with an Agency a single Other Transaction (hereinafter Funding
Agreement) as defined in 10 U.S.C. 2371 and consistent with the Project
Statement to fund the Consortium. In the course of the Consortium, the
Consortium Administrator shall disburse to each Party the funds associated with
the completion of each milestone established in the Detailed Milestone Payment
Plan upon receipt of appropriate documentation from the Party. Milestone
payments to each Party will be made within 15 working days after receipt of a
certification of milestone completion, assuming such funds are available from
the Agency and unless the CMC shall direct the Consortium Administrator to the
contrary in accordance with Article 4.
(c) This Agreement shall not preclude any Party from developing at
its own expense technology based upon Consortium technology but apart from the
Project Statement, provided that the proprietary information and other rights of
other Parties hereunder are not violated. The developing Party under this
subparagraph reserves all intellectual property rights in its so developed
technology.
(d) The Parties agree to empower the Consortium Administrator to
officially execute the ARPA-Consortium Agreement No. MDA972-95-3-0031 on behalf
of all of the individual Consortium Member companies. This authority is granted
only after each individual company has had adequate time to review the Agreement
and have provided written authorization to the Consortium Administrator to
execute the document on behalf of their respective company.
2. (a) Subject to the terms and conditions stated herein, the Consortium
will be managed and governed by the Consortium Management Committee. The CMC is
empowered to determine all policy, business, financial, legal, and technical
issues of the Consortium. The CMC is authorized to represent the Consortium in
reporting progress, in negotiating, and in transacting business with respect to
the
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scope of the Agreement with ARPA or other persons. Specifically and without
limitation, except as otherwise provided in this Agreement, the CMC is empowered
to redirect the research, redefine the tasks and goals of the Parties, and to
proportionally change to all Parties the amount of funding provided by an Agency
concerning the program.
(b) Each Consortium Member will appoint one voting representative to
comprise the CMC, who shall have the power to designate an alternate voting
representative from time to time. The CMC will meet in regular committee
meetings, approximately every three months, at locations chosen on a rotating
basis by the CMC or as is mutually acceptable among the Consortium Members.
Each representative may be accompanied by other employees of the Party or
Agency, including without limitation financial, business, and legal personnel.
Each Party and Agency will limit its attendees to three, with the exception of
National Semiconductor employees providing overall support to the Consortium.
Other parties may attend the committee meetings at the invitation of the CMC,
but only after agreeing in writing to appropriate disclosure limitations. The
CMC may exclude from a portion of the non-technical committee meetings the
representatives of the Agencies or other third persons.
(c) The National Semiconductor representative to the CMC will act as
chairperson of the committee meetings, keep the other members of the CMC
informed of developments, and deliver notification regarding meetings of the
CMC. Any Consortium Member may call a special meeting of the CMC.
(d) Subject to CMC approval National Semiconductor will appoint a
Consortium Administrator to the Consortium who will attend all CMC meetings and
who will provide a single point of contact to the Contracting Officers of
Parties and the Agencies or their designees.
(e) National Semiconductor will ensure that minutes of the meetings of
the CMC are recorded and distributed to the Consortium Members and, as
requested, to ARPA.
(f) Each Consortium Member will be responsible for hosting both CMC
meetings and Technical Management Committee (TMC) meetings on a rotating basis.
The schedule for hosting meetings will be published by the Consortium
Administrator within 30 days after execution of these Articles.
3. a. A simple majority of CMC members will constitute a quorum at a
CMC meeting. The CMC will attempt to reach a consensus decision of all
representatives present at each committee meeting. However, if demanded by one
Consortium Member, a decision may be determined by a vote of the CMC after the
concerns of affected Parties and Agencies present at the meeting are heard.
Except
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as provided in sections 4, 5 and 7, a majority vote of the voting
representatives present rules.
b. Any Consortium Member company may request the convening of the
CMC. Requests must be made directly to the Chairman of the CMC. A request to
convene an unscheduled meeting of the CMC must allow at least 15 working days to
convene the meeting.
c. CMC meetings will be held quarterly. Locations for the meetings
will be rotated among the Consortium Members. Each Consortium Member is
responsible for providing the necessary facilities to host a CMC meeting. The
Consortium Administrator will notify all member companies of the date and
location of the regularly scheduled CMC meetings at least 30 days in advance.
If an unscheduled CMC meeting is called by any of the member companies, the
Consortium Administrator will endeavor to provide as much notice as practical.
4. A supermajority vote, as required, is a vote of all but one of the
Consortium Members. For purposes of a supermajority vote, the vote of a
representative of a Consortium Member either not attending the CMC meeting or
not participating will be counted as an opposing vote. With a supermajority
vote, the CMC is empowered to:
(a) Revise the Articles of Collaboration;
(b) Revise or terminate any funding agreements with an Agency;
(c) Delegate authority of CMC to the Consortium Administrator or
Consortium Chairman;
(d) Substantially change or eliminate any Agency funding allocated to
any Party as technically and/or financially justified by the CMC.
A Party experiencing any reduction in Agency funding may pro rata
reduce its internally funded participation in the Consortium;
(e) Act on any issue declared reasonably, in writing by a Consortium
Member, to be of critical importance;
(f) Appoint and remove the Consortium Administrator or any other
officer; and
(g) Approve Annual Program Plan for Funds and adjusting funding to
all parties subject to section 6.
5. (a) The CMC by unanimous vote may admit a new member to the
Consortium. The membership of a new member shall become effective and such new
member shall become a Party upon its execution of this Agreement. The CMC will
consider new members on a non-discriminatory basis, but only if the new Members
technical contributions can be justified and only on relatively comparable
financial terms as the existing Parties, recognizing the risk of their original
investment. The consideration will include without limitation whether the new
member would bring to
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the Consortium technology otherwise unavailable on the time scale of the program
or would allow the technology to be developed by members of the Consortium to be
applied to new markets. Other conditions of its admission are that the entry of
the new member would not substantially adversely affect the intellectual
property rights of the original Consortium Members, that the added effort would
not substantially change the ongoing Consortium program, and that the new Member
could participate without diminishing Agency funding provided to existing
Members. Notwithstanding the above, the representatives of the CMC may consider
any reasonable factor in addition to those above, and their decision on
admitting new Members is discretionary and final.
(b) If a member is unable to attend a CMC or TMC meeting, the member
may vote via written proxy. The proxy vote must be received by the Chairman of
the CMC at least one (1) working day prior to the CMC or TMC meeting. The proxy
vote must be in writing from the CMC voting representative of the Party or his
designee. A FAX or EMAIL proxy is acceptable.
(c) If a member is absent from a CMC or TMC meeting, that Party's
vote will be counted as a negative vote on all issues brought forth to a vote.
6. A Party may reject an expansion of its scope of responsibility within
the Consortium, a modification of its rights in Intellectual Property, or a
reduction of its Agency funding not accompanied by a reduction in the scope of
its responsibilities.
7. (a) Any Party may resign at will from the Consortium after it has
provided written notice to the CMC 30 days in advance of the effective date of
the resignation. During the 30 day period, the resigning Party shall wind down
its effort in an orderly fashion. The CMC shall reasonably determine whether to
provide any further Agency funding to the resigning member after its notice of
resignation.
(b) The resigning Party shall make a reasonable best effort to
transfer its portion of Consortium work to other members of the Consortium, this
reasonable best effort extending beyond the 30 day period if reasonably required
and at the resigning Party's own cost (which shall not exceed the payment due to
the resigning party at the next payable milestone payment date following the
date notice of resignation is given). The resigning Party must provide a
reasonable, royalty-bearing, non-exclusive, perpetual, sub-licensable license in
its Consortium Intellectual Property as defined in Paragraph 8 (b), restricted
to the field of use defined in the SOW to the Party or Parties designated by the
CMC to replace the resigning Party in performing its assigned tasks.
(c) The CMC may, by unanimous vote, except for the resigning Party,
force a Party to resign if that Party is not adequately performing the tasks
assigned to it or is not reasonably cooperating with the Consortium and its
Parties. For purposes
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of the unanimous vote, the representative of a Consortium Member not attending
the CMC meeting or not voting will defeat the unanimity, except for the
resigning party. The CMC will provide at least 30 days notice to the offending
Party to resolve nonperformance issues prior to the issue coming to a vote
before the CMC. All appropriate efforts and communications will be made prior
to forcing a Party to resign. All of the requirements and responsibilities of a
resigning party described in 7(a) and 7(b) apply to a party forced to resign.
8. (a) As to intellectual property made in the Consortium, each Party
retains title to inventions, technical data rights, and other intellectual
property made solely by its employees in performance of the Consortium work.
Inventions or technical data jointly developed by employees of more than one
Party are jointly owned by the respective employing Parties.
(b) Consortium Intellectual Property is that intellectual property
developed by and in the course of identified tasks assigned to and performed by
the member Party, whether performed under Agency funding or funding provided by
the Party as agreed to in the Funding Agreement and/or in this Agreement for
cost sharing. The identified tasks shall be those tasks i) agreed to by the
Party in a separate agreement between the Consortium and ARPA, ii) agreed to by
the Party with other Parties of the Consortium, and (iii) assigned to the Party
by the CMC subject to the restrictions of section 6. However, Consortium
Intellectual Property does not include (1) background: (2) concurrently
developed intellectual property that is independently funded apart from
Consortium: or (3) continuation (improvement or subsequent) intellectual
property (including so-defined processes) of the respective Party(ies). All
Parties agree to perform the tasks assigned to them in the attached Statement of
Work, to which the CMC is empowered to redirect these efforts.
(c) All Parties neither receive from nor are required to grant to the
other Consortium Members any royalty-free licenses in its Consortium
intellectual property, but all Parties agree to grant to any other Consortium
Member a reasonable, royalty-bearing license for the sole purpose of continuing
the Consortium. The cost of this license will not be counted towards the
overall cost of the Low Cost Flip Chip Consortium program. Further, all Parties
will license its Consortium intellectual property to other Parties only under
commercially reasonable terms.
(d) In the event of a dispute concerning the reasonableness of a
proposed royalty resulting from Consortium Intellectual Property, all Parties
agree to submit to binding arbitration to determine the reasonableness of the
proposed royalty agreement between Parties. All Parties agree that the
arbitrator's decision will be binding.
(e) One Party may exercise march-in rights against the Consortium
Intellectual Property of another Party to the extent specified in this
paragraph. March--
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in rights become available if the Party originally holding title to the
Consortium Intellectual Property has failed to adequately commercialize within a
reasonable time, the technology of the Consortium related to that Consortium
Intellectual Property. The reasonable time shall be no less than 3 years from
the date these Articles are terminated. Any Consortium Member may exercise
march-in rights upon any Member either on the Member's behalf or on the behalf
of its licensees irrespective of whether an Agency has exercised similar march-
in rights. The title holder shall be entitled to commercially reasonable
licensing fees and a reasonable license agreement from the Member exercising
march-in rights.
(f) Each Party is subject to the licensing and march-in rights of
subparagraph (e), but the Consortium may not bind any Party without its approval
for the conveyance of its intellectual property to any Agency.
(g) The Consortium favors, subject to Agency requirements, an
open-publication policy to promote commercial acceptance of the technologies
developed for flip chip packaging of integrated circuits, but simultaneously
desires to protect the proprietary information of the Parties developed both
within and without the Consortium. However, successful commercialization of
aspects of the technology by some of the Parties may depend on the proprietary
nature of the information. Each Party will individually decide whether to
publish its own technical data or maintain it as proprietary. However, in the
performance of the Consortium, proprietary information, software or hardware of
one Party may necessarily be disclosed to or used by another Party. A non-
disclosure agreement separately executed by all the Members, attached as Exhibit
1, is incorporated herein by reference, and the Members will assure that their
employees participating in the Consortium conform to its terms.
(h) Notwithstanding the separately executed non-disclosure agreement
attached hereto, when one Party's Consortium related work depends on the
proprietary information of another Party, the technical data may be published to
the extent that such data: (i) is required for a description of the Member's
work, (ii) does not disclose proprietary materials, hardware, formulations or
software, and (iii) relates primarily to system or material performance and
characteristics. However, publication of proprietary technical data may be
delayed by its owner for a time period of not more than six (6) months enabling
the filing of patent applications. In the event that a Party's work depends on
proprietary materials, hardware, software or processes developed by another
Party in tasks outside the Consortium, the system performance and
characteristics may be published, but only after the delay period for patent
filings. In no event shall such disclosure in any way reveal the proprietary
information of the implementation necessary to achieve the system performance.
(i) Each Party will select its inventions for which it applies for
patents. The Party is further responsible for prosecuting those applications
and maintaining the resulting patents, both in the U.S. and in foreign
countries. A Party jointly owning an
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invention may file a patent application for it and the co-owning Parties will
cooperate in the filing and prosecution.
(j) Any patent application filed claiming a Consortium invention
covered by an agreement with an Agency shall include a Government interest
paragraph. The Party will report a patent application claiming any Consortium
Intellectual Property to the CMC within one month and provide to the CMC a copy
of the application, without claims. The CMC will report the invention in a
timely manner including a short abstract to all Parties and to any Agency
funding the invention, as required by the Agency. Any Member or the funding
Agency may obtain copies of the application from the CMC. However, any such
patent information shall be covered by the non-disclosure agreement and shall
not be disclosed by the Agency to non-governmental personnel until the
respective patents have been issued. All Parties agree to retain and maintain
in good condition until five (5) years after completion or termination of these
Articles, all data necessary to achieve practical application of all Consortium
and/or Government funded inventions.
(k) The funding agreement for the Project Statement may provide for
the government to obtain certain rights in the Consortium Intellectual Property.
Each Party agrees to such government rights in its Consortium Intellectual
Property subject to the Agreement between the Consortium and ARPA. The
intellectual property rights provided to the Consortium by Agreement shall be
provided in turn to the Parties according to the terms of this Agreement. The
Parties will cooperate with the CMC in performing any reporting, election, and
rights predetermination to the Agency regarding intellectual property as
required by the funding agreement and to provide the required information to the
CMC before such information is required by the Funding Agreement.
(l) All Parties agree to respect the Intellectual Property rights of
all other Parties. During the term of the Agreement, no Party may attempt to
reverse engineer, analyze, recreate, or duplicate the specific technology
developed by another Party as a result of this Collaboration Agreement. Such
efforts may result in termination of membership in the Consortium, forfeiture of
all funds assigned to the milestones to be performed by the offending Party, and
any legal action deemed appropriate.
(m) Notwithstanding the above limitations in this paragraph 8, a
basic intent for the formation of this consortium is to share information freely
or by license to the maximum extent possible without disclosing or otherwise
compromising another Parties proprietary data. This is necessary to assure the
formation of a viable market for the advanced low cost flip chip technology.
9. (a) National Semiconductor Corporation will receive funds from the
funding Agency and disperse such funds available to the Consortium as specified
in
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the attached Consortium Funding Agreement or as directed by the CMC. Milestone
payments will be distributed within fifteen (15) working days after receipt of a
document certifying completion of the milestone, providing funds have been made
available by ARPA.
(b) The funding agreement for the Project Statement may provide for
certain rights of the Government to audit the financial records of the
Consortium. Each Party agrees that it will reasonably cooperate with a
Government audit of the Consortium and a Government audit of their individual
financial records related directly to the costs incurred during the performance
of the ARPA Agreement in accordance with Generally Accepted Accounting
Principles (GAAP) only. No Federal Acquisition Regulations or Cost Accounting
Standards apply to the accounting and financial records and systems of the
members.
10. (a) The Consortium Administrator will set up a document repository
(Consortium Data Repository), wherein all pertinent documents and data generated
by the Consortium and its Members will be archived. All Parties agree to
provide to the Consortium Administrator copies of pertinent documentation,
drawings, photographs and data. Data will be maintained for a period of up to
five (5) years after completion or termination of these Articles. Such data
shall not include proprietary information previously developed at prior expense
by any Party prior to entering into this Agreement.
(b) A copy of all patent abstracts resulting from Consortium
Intellectual Property will be provided to the Consortium Administrator within 30
days after filing.
(c) All press releases, publicity, technical papers and other such
data shall be provided to the Consortium Administrator for archiving in the
Consortium Data Repository within 30 days of submittal for publication.
11. a. THE PARTIES DISCLAIM ANY WARRANTY INCLUDING WITHOUT LIMITATION AN
IMPLIED WARRANTY FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO
EACH OTHER, TO ANY AGENCY, AND TO THIRD PARTIES FOR ACTIONS, OMISSIONS,
PRODUCTS, NON-CONFORMITIES, DEFECTS, LIABILITIES, OR INFRINGEMENT ARISING OUT OF
THE CONSORTIUM. THE PARTIES DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INDIRECT,
OR SPECIAL DAMAGES. IN NO EVENT SHALL A PARTY'S LIABILITY UNDER THIS AGREEMENT
EXCEED THE FUNDING IT HAS RECEIVED UP TO THE TIME OF INCURRING SUCH LIABILITY.
b. The Parties are bound to each other and to the Agency entering
into this agreement with the Consortium by a duty of only good faith and best
reasonable research effort in achieving the goals of the Consortium. Joint and
several
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liability will not attach to the Parties of the Consortium so that no Party is
responsible for the actions of another Party, but is responsible only for those
tasks specified to it and to which it agrees to perform in the separately
executed ARPA funding agreement. Any Party may waive any right, breach or
default which such Party has the right to waive, provided that such waiver shall
not be effective against the waiving Party unless it is in writing, is signed by
such Party, and specifically refers to this Agreement. No waiver of any breach
of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision
herein contained.
12. No Party has the obligation to, nor will it disclose to, another Party
proprietary information not required for the research purposes in the Program,
and specifically will not exchange with another Party in connection with this
Agreement any market data or plans for other services or market products or any
information relating to flip chip IC packaging of microcircuits, except as such
information is made publicly available.
13. (a) These Articles are not intended to form, nor shall they be
construed to form, by implication or otherwise, a partnership or other formal
business organization, nor should they be construed as a contract or a grant as
defined for purposes of federal procurement law. No Party can be bound by
another Party acting as its agent except as specifically stated in this
Agreement.
(b) No Party shall be obligated to provide any capital contribution,
loan, guarantee, or other financing commitment for the benefit of the
Consortium, unless required for such Party's portion of the Project Statement or
such Party agrees in writing herein or otherwise.
14. Except and to the extent as specifically set forth herein, nothing in
these Articles shall be construed by implication, estoppel or otherwise to grant
any license or right under any patent, copyright, trade secret, trademark or
proprietary right of any Party.
15. This Agreement does not bar the Parties from singly or jointly
planning, designing, or entering manufacturing, subject to the rights of all
Parties, outside the Consortium.
16. No Party shall identify any other Party and its association with this
Consortium in advertising, publicity, or otherwise, except with the formal
written approval of such other Party. However, the Parties agree that
notification of the establishment of this Joint Research and Development Venture
shall be filed by National Semiconductor Corporation on behalf of the Parties
with the Attorney General and the Federal Trade Commission in accordance with
the provisions of the National Cooperative Research Act of 1984 within 90 days
of execution of this Agreement and
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after adequate review by the legal departments of all Parties.
17. (a) These Articles and the Consortium shall continue after execution
of this agreement for 24 months thereafter or earlier under any provision of
sub-section (b) hereof. It may be renewed at any time prior to the expiration
of the term of this Agreement by letter agreement signed by the authorized
representatives of all the Parties who are Parties at that time.
(b) This Agreement shall terminate upon the earliest occurrence of:
(i) disapproval by the Attorney General or the Federal Trade Commission of the
notification of Section (15); (ii) termination of the funding of the first
Project Statement by an Agency unless each Party has agreed to extend the
Consortium for subsequent funding; or (iii) no funding is provided by an Agency
by March 31, 1995.
(c) The obligations of confidentiality set forth in Article 8 hereof
shall survive termination of these Articles for a period of 36 months.
18. The Funding Agreement from an Agency may impose certain requirements
upon the Consortium or its Participants regarding reporting accounting, civil
rights, intellectual property, and technology transfer information or
transferring of intellectual property generated with funds provided by the
Agency. A Participant by acceptance of such funds agrees to conform to such
requirements and to reasonably cooperate with the Consortium in conforming to
such requirements.
19. Any notices or other communications required or permitted hereunder
shall be sufficiently given if sent by telecopier or by registered or certified
mail, postage prepaid, addressed as follows:
Primary Alternate
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
National Semiconductor Corporation National Semiconductor Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ 19-100 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇-▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
▇▇ ▇▇▇▇▇▇▇
Aptos Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Delco Electronics Corporation Delco Electronics Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Missile Systems Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Jabil Circuit, Inc. Jabil Circuit, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Litronic Industries, Inc. Litronic Industries, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇▇, Inc.
▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
SunDisk Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
or such other addresses or telecopier numbers as shall be furnished by like
notice by such party. Any such notice or communication given by mail shall be
deemed to have been given three (3) business days after the date so mailed, and
any such notice or communication given by telecopier shall be deemed to have
been given when sent by telecopier and the appropriate answer back received.
Page 12 of 21
20. Neither this Agreement nor any rights hereunder, in whole or in
part, shall be assignable or otherwise transferable without the prior written
consent of all other Parties, except the Party's wholly owned subsidiaries, its
ultimate parent company, and to any company wholly owned by its parent company.
The above is subject to ARPA approval.
21. (a) These Articles shall first become effective on the date all
Consortium Members have signed these Articles and such Articles will be
effective only as to such Parties who have signed these Articles by such date.
These Articles shall be effective as to any other Party on the date such other
Party executes these Articles.
(b) This Agreement may be executed in counterparts each of which
shall be deemed an original, but taken together shall constitute one and the
same instrument.
22. The Parties Shall further execute, sign or do or procure to be
executed, signed and done all such further deeds and documents and acts as may
be reasonably required to enable the Parties freely and fully to pursue their
agreed objective provided hereunder.
23. These Articles shall be governed by the laws of the United States
and the State of California except principles of conflict of laws.
24. This Agreement constitutes the entire agreement of the Parties
and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions among the Parties, whether oral or written, with
respect to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties has caused these Articles to be executed
by its duly authorized representatives, on the respective dates entered below.
Page 13 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME NATIONAL SEMICONDUCTOR CORPORATION
--------------------------------------
ADDRESS: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ 10-225
------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
------------------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
--------------------------
(PRINT NAME)
V.P., GENERAL MANAGER - MILITARY/AEROSPACE DIVISION
------------------------------------------------------
(TITLE)
6-28-95
-------
(DATE OF EXECUTION)
Page 14 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME APTOS CORPORATION
---------------------
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------
By /s/ ▇▇▇▇ ▇▇▇
----------------
(AUTHORIZED SIGNATURE)
▇▇▇▇ ▇▇▇
------------
(PRINT NAME)
PRESIDENT
-------------
(TITLE)
JULY 7, 1995
------------
(DATE OF EXECUTION)
Page 15 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME DELCO ELECTRONICS CORPORATION
----------------------------------
ADDRESS: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
--------------------------
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
(PRINT NAME)
CONTRACTS MANAGER
--------------------
(TITLE)
7-10-95
-------
(DATE OF EXECUTION)
Page 16 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME ▇▇▇▇▇▇ MISSILE SYSTEMS COMPANY
----------------------------------
ADDRESS: ▇.▇. ▇▇▇ ▇▇▇▇▇
------------------
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
--------------------------
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
(PRINT NAME)
CONTRACTS MANAGER, ADVANCED PROGRAMS
---------------------------------------
(TITLE)
6-28-95
-------
(DATE OF EXECUTION)
Page 17 of 21
LOW COST FLIP CHIP CONSORTIUM
CONFIDENTIAL DISCLOSURE STATEMENT
CONSORTIUM MEMBER
COMPANY NAME JABIL CIRCUIT, INC.
------------------------
ADDRESS: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
------------------
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-----------------------
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
(PRINT NAME)
V.P. ADV. ENG
-----------------
(TITLE)
6/27/95
-------
(DATE OF EXECUTION)
Page 18 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME LITRONIC INDUSTRIES
------------------------
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
---------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
(PRINT NAME)
DIRECTOR, ADVANCED PACKAGING
-------------------------------
(TITLE)
27 JUNE 1995
------------
(DATE OF EXECUTION)
Page 19 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME SHELDAHL, INC.
-------------------
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
----------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
------------------------------
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇▇ ▇▇▇▇▇▇
---------------
(PRINT NAME)
VICE PRESIDENT, RESEARCH & DEVELOPMENT
-----------------------------------------
(TITLE)
JULY 7, 1995
------------
(DATE OF EXECUTION)
Page 20 of 21
LOW COST FLIP CHIP CONSORTIUM
ARTICLES OF COLLABORATION
CONSORTIUM MEMBER
COMPANY NAME SUNDISK CORPORATION
-----------------------
ADDRESS: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
(AUTHORIZED SIGNATURE)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
(PRINT NAME)
VICE PRESIDENT MANUFACTURING
-------------------------------
(TITLE)
27 JUNE 1995
------------
(DATE OF EXECUTION)
Page 21 of 21