Agilent/NVE OEM Purchase Agreement
Amendment No. 1
October 18, 2002
AMENDMENT TO
OEM PURCHASE AGREEMENT
THIS AMENDMENT ("AMENDMENT") TO OEM PURCHASE AGREEMENT BY AND BETWEEN AGILENT
TECHNOLOGIES, INC. AND NVE CORPORATION ("AGREEMENT") IS EXECUTED BY AND BETWEEN
AGILENT TECHNOLOGIES, INC. AND NVE CORPORATION AND IS MADE EFFECTIVE AS OF
OCTOBER 18, 2002.
WHEREAS, the parties desire to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the background set forth above and for the
mutual promises and covenants contained in this Amendment and for other good
and valuable consideration, the parties agree as follows:
1. Section 4.1.a. of the Agreement is hereby amended to read as follows:
"No later than seven (7) days after the execution of this Agreement, Agilent
shall pay to Supplier an initial $500,000 NRE. By November 15, 2002 Agilent
shall pay NVE additional NRE of $250,000, and by February 15, 2003, Agilent
shall pay NVE NRE of an additional $250,000."
2. The conditions of Section 4.1.b. are considered to be met as of the date of
this amendment for the purposes of the Agreement.
3. Exhibit B is hereby amended so that the column headers in the table
listing OEM Product prices and the timeline for price reductions for each such
product will read S+18 (18 months after the signing of the Agreement) rather
than S+12 (12 months after the signing).
4. Section 1.3 of the Agreement is hereby amended so that the Term of the
Agreement will continue for five (5) years and nine (9) months from the
Commencement Date.
5. Except as expressly amended above, all other terms, covenants and
conditions of the Agreement will continue in full force and effect without
change or modification. All capitalized terms used in this Amendment, but not
otherwise defined in this Amendment, will have the meaning assigned to them in
the Agreement.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties to
this Amendment have caused this instrument to be executed by their respective
duly authorized representatives as of the day and year set forth above.
AGILENT TECHNOLOGIES, INC. NVE CORPORATION
BY: /s/ Tan Bian Ee BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Printed Name: Tan Bian Ee Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President, Agilent Singapore & Malasia Title: President & CEO