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EXHIBIT 10.10
THE REGISTRANT HAS REQUESTED THAT CERTAIN PORTIONS OF THIS EXHIBIT BE
GIVEN CONFIDENTIAL TREATMENT. SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE COMMISSION.
SUPPLY AGREEMENT
SUPPLY AGREEMENT dated as of June 6, 1996, between RF Micro Devices,
Inc. ("RFMD"), a corporation organized in the State of North Carolina, U.S.A,
with offices at ▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter
"Buyer") and TRW Inc., a corporation organized in the State of Ohio, U.S.A.,
acting through its Space and Electronics Group, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (hereinafter "TRW").
WHEREAS, Buyer desires to purchase, and TRW desires to provide, the
Products (as defined below) specified in Exhibit 1A to this Agreement, and the
parties desire to define the terms and conditions under which the same will be
furnished;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS AND PRIORITY
1.1 DEFINITIONS: The following words and phrases shall have the meanings
set forth below:
AGREEMENT: This Supply Agreement between TRW and Buyer including the
following Exhibits, attached hereto and made a part hereof:
EXHIBIT 1A: List of Products
EXHIBIT 1B: Price, Minimum Annual Quantities and Site
EXHIBIT 4: Order Form
CONTRACT PRICE: Defined in Section 4.1.
DELIVERY DATE(S): Defined in Section 6.1.
PRODUCTS: The products described in Exhibit 1A to be supplied by TRW.
SITE: Buyer's facility or other location identified in Exhibit 1B as
the destination to which transportation is to be arranged for deliverable
items.
TRW PLANT: Each of the factories or establishments of TRW and its
suppliers located in the United States.
1.2 PRIORITY: In case of any inconsistencies between this
Agreement and any of the Exhibits, the text of this Agreement shall prevail.
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ARTICLE 2
SUBJECT MATTER OF SUPPLY; REQUIREMENTS
2.1 SUPPLY: TRW hereby agrees to sell to Buyer and Buyer hereby
agrees to buy from TRW, on and subject to the terms and conditions contained in
this Agreement, the Products listed in Exhibit 1A.
2.2 REQUIREMENTS: Buyer shall buy from TRW no less than the
annual minimum quantities of Products set forth in Exhibit 1B, and TRW agrees
to sell Buyer the annual quantities of Products set forth in such Exhibit.
ARTICLE 3
EFFECTIVE DATE AND TERM
This Agreement shall be effective and binding on the parties as of the
first date noted above when signed by Buyer and TRW (the "Effective Date") and
shall remain in force and effect until December 31, 2000.
ARTICLE 4
CONTRACT PRICE, TAXES
TRANSPORTATION, EXPENSES AND CHARGES, ORDERS
4.1 PRICE: Buyer shall pay TRW, for the performance of TRW's
obligations hereunder, the prices for Products stated in Exhibit 1B in
accordance with the provisions of Article 5. The aforementioned price is
hereinafter referred to as the "Contract Price.''
4.2 TAXES: All taxes (excluding income, personal property,
inventory and similar taxes, but including stamp, withholding, value added and
turnover taxes), duties, fees, charges, or assessments of any nature levied by
any governmental authority in connection with this transaction, whether levied
against Buyer or TRW, or employees of TRW as a result of Products provided by
TRW under this Agreement, shall be for Buyer's account and shall be paid
directly by Buyer to the governmental authority concerned. If TRW is required
by law or otherwise to pay any such levy and/or fines, penalties, or
assessments in the first instance, or as a result of Buyer's failure to comply
with any applicable laws or regulations governing the payment of such levies by
Buyer, the amount of any payments so made by TRW shall be reimbursed by Buyer
to TRW upon submission of TRW's invoices and written documentation justifying
TRW's invoices.
4.3 TRANSPORTATION EXPENSES: TRW shall pay for all expenses of
handling, freight, in-transit insurance, and other transportation expenses
including, without limiting the foregoing, all packing and special handling
charges for air shipment incurred in connection with the delivery of Products
from the TRW Plant to the Site.
4.4 ORDERS: For its convenience, Buyer shall use preprinted forms
to order Products or to specify subsequent changes to Products in the form
attached hereto as Exhibit 4, which forms reference this Agreement and specify
the desired delivery date or dates for Products ("Orders").
4.5 ACCEPTANCE OF ORDERS: TRW shall use its best efforts to
accept and supply all Orders for Products which Buyer submits hereunder, and
unless otherwise agreed, TRW shall deliver Products so ordered on or before the
delivery dates or during the performance periods specified in each Order. All
preprinted terms and conditions contained in any Order are superseded by the
terms and conditions of this Agreement. Notwithstanding the foregoing, TRW
shall have no obligation to accept and shall not be deemed to have accepted,
unless signed by TRW,
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REDACTED - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND
IS DENOTED HEREIN BY *****
any Order (i) for any Products not listed in Exhibit 1A hereto or revisions
thereof; or (ii) which specifies a delivery date which is less than ***** from
the date of such Order; provided, however, subsequent to qualification of TRW's
MBE process, the parties will meet and mutually determine in good faith whether
shorter Order lead times are appropriate for Orders for MBE.
4.6 ORDER PROCEDURE: TRW shall give Buyer notice of its
acceptance or rejection of any Order which specifies a delivery date or dates
less than ten (10) weeks from the date of submission of the Order within five
(5) working days after receipt of such Order. If TRW rejects any such Order,
it shall specify in such notice the reasons for rejection.
4.7 ADDITIONAL PRODUCTS: The parties may, from time to time,
amend Exhibit 1A to add thereto any additional Products which TRW, during the
term of this Agreement, generally offers for sale and Buyer may purchase same
under this Agreement.
4.8 DELETION OF PRODUCTS: Subject to TRW's obligations under
Article 2 hereof, should TRW discontinue offering for sale any Products listed
in Exhibit 1A, TRW may delete such Products from Exhibit 1A, effective one
hundred eighty (180) calendar days after giving Buyer notice of such deletion.
Other provisions hereof notwithstanding, the deletion of any Products pursuant
to this Section 4.8 shall not relieve TRW from its obligation to deliver
Products for which an Order has been accepted by TRW pursuant to Section 4.5.
4.9 PRICE AND PRODUCT CATEGORY CHANGES: If, during the term
hereof, and at the request of Buyer, TRW develops a modified smaller chip
design for any Products listed in Exhibit 1A, which allows a larger number of
chips per wafer, then, effective upon TRW's notification to Buyer of the price
change, Exhibit 1A shall be deemed amended to incorporate the price change
based upon the following formula:
New price = *****
where N(0) is the initial number of chip sites per wafer using the unmodified
chip, and N1 is the number of chip sites per wafer achievable with the modified
chip design.
4.10 SALES FORECASTS: Buyer shall submit to TRW on the Effective
Date and thereafter at thirty (30) days before the start of each calendar
quarter during the term hereof a written forecast of its best estimate of its
requirements for Products during the next four (4) calendar quarters. Such
forecast shall list separately for each quarter during the period covered by
the forecast the amount of Products which Buyer expects to require during such
quarter.
ARTICLE 5
PAYMENT
Unless otherwise agreed by the parties, payment for Products shall be
net thirty (30) days after receipt of TRW's invoice; provided, however, Buyer
may pay TRW's invoices up to forty-five (45) days after receipt without being
in default under this Agreement if, and only if, such payment includes a late
payment charge equal to one percent (1%) of the amount of the invoice. Payment
of other charges, if any, provided for in this Agreement shall be due and
payable within thirty (30) days after receipt of TRW's invoice therefor. TRW's
electronic funds transfer account is as follows:
Bank of America
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Telex - MCI #67652
ABA ________
TRW Account ________
ARTICLE 6
SHIPMENT, TITLE, AND RISK OF LOSS
6.1 DELIVERY OF PRODUCTS: TRW shall place Products in the
possession of the carrier on or before the date or dates specified in each
Order therefor for delivery to Buyer, F.O.B. the Site specified in Exhibit 1B.
TRW shall arrange for shipment of Products by common carrier to the Site.
6.2 PROTECTION AND PACKING OF THE PRODUCTS: TRW shall arrange to
have all Products suitably packaged in accordance with good commercial
practices. Unless otherwise provided, all packing containers used by TRW shall
be non-returnable.
6.3 RISK OF LOSS AND TITLE: Title and risk of loss for Products
shall pass to Buyer on delivery to Buyer at the Site, notwithstanding the form
of shipping documents, or the breach or default by TRW at the time of loss.
Title and risk of loss of Products sent to TRW for adjustment shall remain with
Buyer until such are received by TRW.
6.4 SHIPPING DOCUMENTS: After Products have been shipped, TRW
shall deliver to Buyer one (1) copy of the signed ▇▇▇▇ of Lading.
6.5 ACCESS BY BUYER: Subject to United States law and security
regulations, Buyer's representatives shall have the right, during reasonable
business hours, to enter the TRW Plant in order to inspect visually the
manufacturing progress.
ARTICLE 7
FACTORY TESTING
Prior to delivery, TRW or its suppliers shall perform standard quality
control inspections and tests applicable to their respective deliverable items.
Records of such tests shall be retained by TRW and remain available for review
by Buyer for at least one (1) year after the date(s) of delivery; a copy of
such inspection and test records shall be delivered by TRW to Buyer with
deliveries of the Products to which such records correspond. TRW shall make
available to Buyer from time to time upon Buyer's request, process control
monitor ("PCM") and specification limit testing protocols implemented by TRW
with respect to Products.
ARTICLE 8
WARRANTY
8.1 WARRANTY: TRW warrants that immediately upon delivery but not
thereafter, each Product shall comply in all material respects with the PCM
test protocol, as it relates thereto. Promptly after receipt of written notice
from Buyer that any Products are non-conforming, TRW shall replace such
non-conforming Products. Any non-conforming Products must be returned for
inspection to the TRW Plant. Buyer shall prepay all freight charges to return
any such Products to TRW. TRW shall deliver replaced Products freight prepaid
to the Site.
8.2 EXCLUSION: THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
WHETHER STATUTORY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ALL OF WHICH
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ARE EXPRESSLY EXCLUDED. TRW'S WARRANTY OBLIGATIONS AND BUYER'S REMEDIES ARE
SOLELY AND EXCLUSIVELY AS STATED IN THIS ARTICLE 8.
ARTICLE 9
DELAYS
9.1 FORCE MAJEURE: No failure or omission on the part of either
party to carry out or observe any of the terms or provisions of this Agreement
or any Order hereunder (except the payment of money) shall be deemed a breach
of this Agreement or such Order if same shall arise or result from force
majeure or from any cause reasonably beyond the control of Buyer or TRW, as the
case may be, including but without limitation, acts of God, acts (including
delay or failure to act) of any governmental authority (de jure or de facto),
war (declared or undeclared) riot, revolution, fires, labor disputes, sabotage
or epidemics. Should such delay occur, the date or dates of performance by the
affected party shall be extended for a period equal to the number of days
during which performance is so delayed. The affected party shall give the
other party written notice of such delay within five (5) working days after
identification of the delay. If a delay in the performance of any Order in the
aggregate shall continue for more than one hundred eighty (180) days and the
parties have not agreed upon a revised basis for performing the Order at the
end of such delays, then either party, upon thirty (30) days written notice,
may terminate such Order without liability.
9.2 TRW DELAYS: If at any time TRW discovers that it is unable
(whether for reasons set out in Section 9.1 or otherwise) to deliver any
Products to Buyer on the scheduled delivery date, TRW shall give Buyer written
notice within two (2) days of such discovery, which notice shall specify the
delivery date on which TRW shall be able to deliver such Products to Buyer. If
the delivery date proposed by TRW is more than forty-five (45) days after the
scheduled delivery date, Buyer shall have the right, without liability, to
cancel (in whole or in part) its Order for such Products, by giving TRW notice
of cancellation within ten (10) days of receipt of TRW's notification of delay.
9.3 TERMINATION: If the delays resulting from any of the causes
stated in Section 9.2 extend in the aggregate for more than one hundred eighty
(180) days on any Order and the parties have not agreed upon a revised basis
for continuing work on such Order at the end of such delays, including
adjustment of the price, then either party, upon thirty (30) days written
notice, may terminate this Agreement with respect to the unexecuted portion of
the work, whereupon Buyer shall pay TRW its termination charges as provided in
Section 9.4 below.
9.4 TERMINATION CHARGES: In the event of termination of an Order
under this Agreement for any reason, TRW shall promptly submit to Buyer a
detailed written statement and supporting documentation (such as TRW incurred
cost report and vendor invoices) of TRW's total costs incurred in the
performance of work under such Order and total cost resulting from such
termination as determined in accordance with TRW's standard accounting
practices and, if requested by Buyer, verified to Buyer by TRW's independent
auditors at Buyer's expense (hereinafter referred to as the "Total Verified
Termination Cost").
The Total Verified Termination Cost shall include the following:
(1) One hundred percent (100%) of the total termination
costs incurred by TRW, including but not limited to
any committed and/or termination costs incurred by
TRW's suppliers and vendors, less the amounts
previously paid by Buyer pursuant to such Order;
(2) The price of any completed Products pursuant to
Exhibit 1B; and
(3) TRW's costs incurred in performing uncompleted work,
plus profit in the amount of fifteen percent (15%) of
such costs.
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The Total Verified Termination Cost shall be paid by Buyer within thirty (30)
days after receipt of TRW's invoice therefor.
ARTICLE 10
TRANSFERS AND ASSIGNMENTS
Buyer may assign all or part of its rights and delegate all or part of
its duties described in this Agreement by giving written notice thereof to TRW.
Since this Agreement requires the performance of personal services by TRW, TRW
may not assign any right or delegate any duty described in this Agreement
without Buyer's prior written approval, which approval shall not be
unreasonably withheld, provided that this shall not affect TRW's right to
assign without Buyer's consent, either absolutely or by way of charge, any
moneys due or to become due to it or which may become payable to it under this
Agreement.
ARTICLE 11
DEFAULT
11.1 EVENT OF DEFAULT: An Event of Default on the part of either
party shall exist under this Agreement if:
(a) Such party fails to pay the other party any amount
required to be paid hereunder when due and payable hereunder; or
(b) Such party fails to perform its minimum purchase or
supply obligations (as the case may be hereunder) specified in Section
2.2 hereof during any calendar year during the term hereof, or
otherwise fails to perform any other material obligation required to
be performed by it under any provision of this Agreement (except the
payment of money) within thirty (30) days after the time specified or
within thirty (30) days after notice from the other party that such
performance has become due; provided, however, a party shall have no
right to terminate this Agreement for the other party's default so
long as corrective action is being diligently pursued by the
defaulting party in a manner that demonstrates that such party's
obligations hereunder shall be completed in sufficient time to allow
the non-defaulting party not to be prejudiced thereby.
11.2 REMEDIES AVAILABLE FOR DEFAULT: Subject to other provisions
hereof which expressly limit the remedies available hereunder, if an Event of
Default as defined in Section 11.1 exists on the part of either party, then the
other party may terminate this Agreement upon giving written notice of
termination and pursue any other remedies available at law or in equity.
ARTICLE 12
LIMITATION OF LIABILITY
12.1 INFRINGEMENT: Nothing contained in this Agreement shall be
construed as a warranty or representation by TRW that the manufacture, sale,
lease, use or other disposition of Products shall be free from infringement of
patents, utility models, design patents, maskwork rights, copyrights, trade
secrets and/or other legal rights of third parties.
12.2 LIMITATION OF LIABILITY: With the exception of Buyer's
obligation to pay invoices for deliveries of Products hereunder, the total
aggregate liability of a party under this Agreement and all Orders placed
hereunder on any claim, whether in contract, tort (including sole or concurrent
negligence), or otherwise, arising out of, connected with, or resulting from
the manufacture, supply, delivery, resale, repair, replacement, or use of
Products
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shall not exceed one hundred thousand dollars ($100,000).
12.3 DAMAGES: In no event shall either party be liable for any
special, indirect, incidental or consequential damages, however caused, whether
by such party's sole or concurrent negligence or otherwise, including but not
limited to costs and expenses incurred in connection with labor, overhead,
transportation, installation, or removal of Products or substitute facilities
or supply sources.
ARTICLE 13
NOTICES
All notices, requests, consents, and other communications required or
permitted to be given under this Agreement must be in writing and mailed by
registered or certified mail to the other party at its respective business
address as follows:
If to TRW: TRW Inc., Space and Electronics Group
Electronic Systems & Technology Division
One Space Park
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Mail Station D1/1302
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
If to Buyer: RF Micro Devices, Inc.
▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE 14
CONTRACT CHANGE PROCEDURE
14.1 CHANGES: Any changes to this Agreement after the Effective
Date which relate to: (i) the deletion of Products; (ii) adding additional
Products; (iii) changing or modifying Products; or (iv) making other changes
which do not materially alter the scope of this Agreement shall be made in
accordance with the procedures set forth in this Article 14.
14.2 CONTRACT CHANGES REQUESTS: Either party hereto may, from time
to time, and at any time during the term hereof, request a change, as defined
in Section 14.1, in this Agreement. (The party requesting the change is
hereinafter referred to as the "Requesting Party.") Requests for changes shall
be in writing and shall be addressed and delivered to the other party (the
"Notified Party"). Such writing shall be identified as a "Contract Change
Request" (or "CCR"), shall carry a sequential number for ease of tracking,
shall set forth in detail the nature of the change requested, and shall
identify the Products to be changed.
14.3 PROCEDURE: As soon as practical after receipt by the Notified
Party of copies of the CCR, the parties shall as necessary meet to discuss the
change and to ascertain its cost and schedule impacts, if any.
14.4 CONTRACT CHANGE NOTICE: If the parties decide to implement a
change request, a standard form Contract Change Notice ("CCN") shall be
prepared, which CCN shall describe the change, delineate the cost,
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schedule, and other impacts of the change and the payment terms for any price
increase or decrease. Execution of a CCN by both parties shall constitute a
modification hereof and shall be binding on both parties hereto.
14.5 EXCEPTION: Substitutions relative to Products which are
purchased items not manufactured by TRW may be made by TRW with the consent of
Buyer, which consent may not be unreasonably withheld.
ARTICLE 15
INTELLECTUAL PROPERTY
15.1 PROPRIETARY INFORMATION. For the purpose of this Agreement:
(a) "Proprietary Information" shall mean all drawings,
documents, ideas, know-how and other information supplied by one party
to another (whether disclosed orally, or in documentary form, by
demonstration or otherwise) for the purpose of achieving the
objectives of this Agreement.
(b) "Proper Use" shall mean use of the Proprietary
Information solely by the recipient for the objectives of this
Agreement.
15.2 NONDISCLOSURE. All Proprietary Information furnished shall
remain the property of the disclosing party and shall be treated by the
recipient in strict confidence, shall not be used except for Proper Use, shall
be disclosed by the recipient only to persons within the recipient's company
(including companies directly or indirectly more than fifty percent (50%) owned
or controlled by the recipient) who are directly concerned in the Proper Use,
and shall not be disclosed to consultants or by the recipient to any other
party without the disclosing party's prior written consent, except for
Proprietary Information which the recipient can show was:
(a) In the public domain at the time it was disclosed; or
(b) Known to the recipient without restriction at the
time of receipt; or
(c) Published or becomes available to others without
restriction through no act or failure to act on the part of the
recipient; or
(d) Disclosed inadvertently despite the exercise of the
same degree of care as the recipient takes to preserve and safeguard
its own proprietary information; or
(e) Known to the recipient from a source other than the
disclosing party without breach of this Agreement by the recipient; or
(f) Subsequently designated by the disclosing party in
writing as no longer proprietary; or
(g) Independently developed by the recipient; or
(h) Disclosed after five (5) years from the date of
delivery by the disclosing party to the recipient, which five (5) year
period shall survive the termination of this Agreement.
If any portion of Proprietary Information falls within any one of these
exceptions, the remainder shall continue to be subject to the foregoing
prohibitions and restrictions. The recipient of Proprietary Information shall
inform its employees of the confidential nature of the Proprietary Information
and shall prohibit them from making copies of any of it except where such
copies are necessary for the purposes of Proper Use, unless agreed upon by the
disclosing party.
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15.3 MARKING. Proprietary Information made available in written
form by one party to the other party shall be marked with the legend:
"RFMD PROPRIETARY INFORMATION"
or - "TRW PROPRIETARY INFORMATION"
as the case may be, or an equivalent conspicuous legend. No sheet or page of
any written material shall be so labeled which is not, in good faith, believed
by the disclosing party to contain Proprietary Information. A recipient of
Proprietary Information hereunder shall have no obligation with respect to any
portion of any written material which is not so labeled or any information
received orally unless it is identified as proprietary and a written summary of
such oral communication, specifically identifying the items of Proprietary
Information, is furnished to the recipient within thirty (30) days of such
disclosure.
The individuals identified below are the only persons
authorized to receive Proprietary Information on behalf of the parties:
For Buyer: ▇▇. ▇▇▇▇▇▇ Seymour
For TRW: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
By written notice to the other parties, these representatives may be replaced
by another person from the same party.
15.4 COMPENSATION. The parties shall not be obligated to
compensate each other for the transfer of any Proprietary Information under
this Agreement and agree that no warranties of any kind are given with respect
to such Proprietary Information or any use thereof. No license is hereby
granted under any patent, trademark or copyrights with respect to any
Proprietary Information.
15.5 SURVIVAL. The obligations of the parties concerning
confidentiality set forth in this Article 15 shall survive termination or
completion of this Agreement.
15.6 INVENTIONS AND PATENTS. Inventions conceived solely by
employees of a party under this Agreement shall belong exclusively to such
party. Inventions conceived jointly by the parties in the course of work
called for in this Agreement shall be subject to the further agreement of the
parties. Except as expressly set forth in this Agreement, nothing contained in
this Agreement shall be deemed, by implication, estoppel or otherwise, to grant
any party any right or license in respect of any patents, inventions,
Proprietary Information or other technical data at any time owned by the party
hereto. Irrespective of in whose name(s) patent applications are filed, any
party which is a co-inventor of an invention shall be entitled to a
non-exclusive, royalty-free, transferable license in any patent(s) issued with
respect thereto. The understandings set forth in this Section 15.6 are subject
to modification as may be required by applicable government regulations.
Notwithstanding the above, each party shall have a non-exclusive, royalty-free,
non- transferable, worldwide right and license under any inventions, patents,
Proprietary Information and technical data owned by the other party and used in
Products made under this Agreement, but only to the extent such licenses are
required for the limited purpose of enabling a party to perform its obligations
under this Agreement or to enable Buyer to sell products incorporating Products
made by TRW under this Agreement.
15.7 OWNERSHIP OF MASKSETS. Buyer shall retain sole ownership of
all glass plates ("Masksets") utilized for photolithographic semiconductor
processing of MMIC (as defined in Section 15.8 below) designs, and TRW shall
retain sole possession of any and all Masksets developed or procured by TRW
under this Agreement. TRW shall store Buyer's Masksets at TRW for a maximum
period of two (2) years after delivery of all Products manufactured from such
Masksets to Buyer and after expiration of such two (2) year storage period may
destroy or dispose of such Masksets upon giving Buyer ten (10) days prior
written notice thereof.
15.8 OWNERSHIP OF MMIC DESIGNS. Buyer shall retain sole ownership
rights to its designs for
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monolithic microwave integrated circuit ("MIMIC") designs. TRW shall retain
sole ownership rights to TRW MMIC designs , all individual circuit elements,
design libraries, design rule manuals, circuit elements and MMIC fabrication
processes for all MMIC designs.
ARTICLE 16
MISCELLANEOUS
16.1 HEADINGS: The headings and titles to the articles, sections,
and paragraphs of this Agreement are inserted for convenience only and shall
not be deemed a part hereof or affect the construction or interpretation of any
provision hereof.
16.2 REMEDIES: Unless otherwise expressly provided herein, the
rights and remedies hereunder are in addition to, and not in limitation of,
other rights and remedies under the Agreement, at law or in equity, and
exercise of one right or remedy shall not be deemed a waiver of any other right
or remedy.
16.3 MODIFICATION AND WAIVER: No cancellation, modification,
amendment, deletion, addition, or other change in the Agreement or any
provision hereof, or waiver of any right or remedy herein provided, shall be
effective for any purpose unless specifically set forth in a writing signed by
the party to be bound thereby. No waiver of any right or remedy in respect of
any occurrence or event on one occasion shall be deemed a waiver of such right
or remedy in respect of such occurrence or event on any other occasion.
16.4 ENTIRE AGREEMENT: This Agreement contains the entire
agreement of the parties and supersedes all other agreements, oral or written,
heretofore made with respect to the subject hereof, specifically including the
following agreements between the parties:
SN 63004, dated 3 January 1994; modified 24 March 1995
SN 64439, dated 3 January 1995
SN 64713, dated 13 January 1995
SN 63778, dated 14 September 1994; modified 17 October 1995 and 10
January 1996
SN 64770, dated 3 January 1995.
and the transactions contemplated thereby.
16.5 SEVERABILITY: Any provision hereof prohibited by or unlawful
or unenforceable under any applicable law of any jurisdiction shall as to such
jurisdiction be ineffective without affecting any other provision of the
Agreement. To the full extent, however, that the provisions of such applicable
law may be waived, they are hereby waived, to the end that the Agreement be
deemed to be a valid and binding agreement enforceable in accordance with its
terms.
16.6 CONTROLLING LAW: All questions concerning the validity and
operation of this Agreement and the performance of the obligations imposed upon
the parties hereunder shall be governed by the laws of the State of California
applicable to contracts entered into and wholly to be performed in such
jurisdiction.
16.7 SUCCESSORS AND ASSIGNS: The provisions of this Agreement
shall be binding upon and for the benefit of TRW and Buyer and their respective
successors and assigns. This provision shall not be deemed to expand or
otherwise affect the limitation on assignment and transfers set forth in
Article 10 and no party is intended to or shall have any right or interest
under this Agreement, except, as provided in Article 10.
16.8 COUNTERPARTS: This Agreement has been executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts together shall constitute but one and the same instrument.
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16.9 LANGUAGE: If a translation of this Agreement is required or
otherwise made, the English version shall be the official version and shall
control in the event of differences. All communications relating to this
Agreement shall be in English.
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IN WITNESS WHEREOF, the parties have executed this Agreement in
English as of the date and year first set forth above.
RF Micro Devices, Inc.
By:
--------------------------------------
President and Chief Executive Officer
TRW INC.
Space and Electronics Group
Electronic Systems & Technology Division
By:
--------------------------------------
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EXHIBIT 1A
LIST OF PRODUCTS
1. 3" GaAs HBT processed wafers (RFMD designs using
Masksets which have been developed prior to the receipt of Order)
2. 3" GaAs HBT processed wafers (TRW designs using
Masksets which have been developed prior to the receipt of Order)
3. 4" GaAs epitaxial wafers (MBE)
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REDACTED - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND
IS DENOTED HEREIN BY *****
EXHIBIT 1B
PRICE, MINIMUM ANNUAL QUANTITIES AND SITE
A. PRICE
All prices are for annual cumulative wafers ordered and are subject to
adjustment as provided in Section 4.9.
STANDARD PROCESS REDUCED PROCESS MBE EPITAXIAL
PRODUCT PROCESS
1. 3" GaAs HBT processed $***** $***** N/A
wafers (RFMD designs)
2. 3" GaAs HBT processed
wafers (TRW designs)
0-19 wafers $***** N/A N/A
20-39 wafers *****
40-79 wafers *****
80+ wafers *****
3. 4" GaAs epitaxial wafers N/A N/A *****
(MBE)
B. MINIMUM ANNUAL QUANTITIES
Number of Wafers per Year
PRODUCT 1996 1997 1998 1999 2000
1. 3" GaAs HBT processed ***** ***** ***** ***** ***** Forecast
wafers (RFMD and TRW ***** ***** ***** ***** ***** Minimum
designs)
2. 4" GaAs epitaxial ***** ***** ***** ***** ***** Forecast
wafers (MBE)* ***** ***** ***** ***** ***** Minimum
C. SITE: RF Micro Devices, Inc., ▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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*Buyer's obligation to purchase, and TRW's obligation to supply, 4" GaAs
epitaxial wafers (MBE) is conditional upon Buyer's having obtained by March 1,
1997 (or such other date as the parties agree pursuant to the License and
Technical Assistance Agreement ("License Agreement") between the parties of
even date herewith) the Financing, or entered into a definitive sublicense
agreement with a third party for the manufacture of Licensed Products, as such
terms are defined in Article 8.2 of the License Agreement.
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