TECHNOLOGY DEVELOPMENT, LICENSE AND MANUFACTURING AGREEMENTTechnology Development, License and Manufacturing Agreement • September 27th, 2011 • Ezchip Semiconductor LTD • Computer communications equipment • California
This TECHNOLOGY DEVELOPMENT, LICENSE AND MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of April 12, 2006 (the “Effective Date”) and is by and between MARVELL INTERNATIONAL LTD., a Bermuda corporation, with offices at Argyle House, 41a Cedar Avenue, Hamilton, HM 12, MARVELL SEMICONDUCTOR ISRAEL LTD., an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692 (Marvell International Ltd. And Marvell Semiconductor Israel Ltd. are collectively referred to as “Marvell”) and EZCHIP TECHNOLOGIES LTD., an Israeli corporation with offices at 1 Hatamar Street, PO Box 527, Yokneam 20692, Israel (“EZchip”). Marvell and EZchip are each a “party” and collectively are the “parties” herein.
AGREEMENT AND PLAN OF MERGER among EZCHIP SEMICONDUCTOR LTD., EROS ACQUISITION SUB, INC., TILERA CORPORATION and the SECURITYHOLDER REPRESENTATIVE Dated as of June 30, 2014Agreement and Plan of Merger • July 1st, 2014 • Ezchip Semiconductor LTD • Computer communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2014 (this “Agreement”), is made by and among EZCHIP SEMICONDUCTOR LTD., a company organized under the laws of the State of Israel (“Acquiror”), EROS ACQUISITION SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Acquiror (“Sub”), TILERA CORPORATION, a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity, as representative of the securityholders of the Company (the “Securityholder Representative”). Capitalized terms used in this Agreement but not defined elsewhere herein have the meanings assigned to them in Section 1.1 hereof.
EXHIBIT 4.4 EXCHANGE RIGHT AGREEMENT This EXCHANGE RIGHT AGREEMENT (this "Agreement") is dated as of May 8, 2003, by and between LanOptics Ltd., an Israeli company (the "Company"), E.Z.Chip Technologies Ltd., an Israeli company ("EZchip"), and the...Exchange Right Agreement • December 28th, 2006 • Lanoptics LTD • Computer communications equipment
First Amended and Restated ASIC Attachment No. 2 To Custom Sales Agreement No. 000590Custom Sales Agreement • September 27th, 2011 • Ezchip Semiconductor LTD • Computer communications equipment
This Attachment is incorporated by reference into Custom Sales Agreement No. 000590 as First Amended and Restated ASIC Attachment No. 2. The term of this Attachment commences on the date identified below by the second party to sign this Attachment; however, if Customer fails to identify a date of signing, the term commences on the date of signing identified by IBM (the “Effective Date”). This First Amended and Restated Attachment No. 2 replaces ASIC Attachment No. 2 (effective July 21, 2006) in its entirety as of the Effective Date. Attachments are governed by the terms and conditions of the Base Agreement.
AMENDMENT #2 To The Technology Development, License and Manufacturing AgreementEzchip Semiconductor LTD • March 31st, 2011 • Computer communications equipment • California
AMENDMENT 4 TO CUSTOM SALES AGREEMENT NO. 000590Custom Sales Agreement • March 31st, 2011 • Ezchip Semiconductor LTD • Computer communications equipment
This Amendment to Custom Sales Agreement No. 000590 (“Amendment 4”) is made and entered into between EZchip Technologies Ltd. (“Customer”) and International Business Machines Corporation (“IBM”). This Amendment 4 will be effective on the date identified below by the second party to sign this Amendment; however, if Customer fails to identify a date of signing, this Amendment will be effective on the date of signing identified by IBM.
AGREEMENTAgreement • December 28th, 2006 • Lanoptics LTD • Computer communications equipment
ContractEzchip Semiconductor LTD • March 21st, 2013 • Computer communications equipment • California
CISCO, MARVELL AND EZCHIP BUSINESS TERM AGREEMENTBusiness Term Agreement • March 31st, 2011 • Ezchip Semiconductor LTD • Computer communications equipment
The purpose of this Business Term Agreement (“Agreement”) is to agree on key business terms between Cisco Systems, Inc. a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (“Cisco”), Marvell International Ltd., a Bermuda corporation, with offices at Argyle House, 41a Cedar Avenue, Hamilton, HM 12, Marvell Israel Ltd. (formerly know as Marvell Semiconductor Israel Ltd), an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692, (Marvell International Ltd. and Marvell Israel Ltd. are collectively referred to as “Marvell”), EZchip Technologies Ltd., an Israel corporation, having principal offices at 1 Hatamar Street, Yokneam 20692, Israel, and EZchip Inc., a Delaware corporation, having principal offices at 900 E. Hamilton Avenue, Suite 100, Campbell, California 95008, (EZchip Technologies Ltd. and EZchip Inc. are collectively referred to as “EZchip”) to meet Cisco’s technical an
EXHIBIT 4.3 ORDINARY SHARE PURCHASE AGREEMENT THIS ORDINARY SHARE PURCHASE AGREEMENT (THIS "AGREEMENT") IS DATED AS OF THE 22 DAY OF JUNE 2005 (THE "AGREEMENT DATE"), BY AND BETWEEN LANOPTICS LTD., AN ISRAELI COMPANY (THE "COMPANY"), AND THE INVESTORS...Ordinary Share Purchase Agreement • July 6th, 2005 • Lanoptics LTD • Computer communications equipment
December 31, 2007Lanoptics LTD • February 5th, 2008 • Computer communications equipment
We refer to the Exchange Right Agreement dated as of May 8, 2003 by and among LanOptics Ltd. (the “Company”), EZchip Technologies Ltd. (“EZchip”) and you (the “Agreement”). Each capitalized term used but not defined in this letter agreement shall have the meaning ascribed to it in the Agreement.
CUSTOM SALES AGREEMENT BASE AGREEMENTCustom Sales Agreement • March 31st, 2011 • Ezchip Semiconductor LTD • Computer communications equipment • New York
This Custom Sales Agreement between E.Z. Chip Technologies Ltd. (“E.Z. Chip”) and International Business Machines Corporation (“IBM”), which consists of this Base Agreement and Statement of Work Attachments, shall be referred to as the “Agreement”. The term of this Agreement commences on the last date of signature below and expires five (5) years thereafter.
AMENDMENT NO. 1 TO AGREEMENT OF MERGER BY AND AMONG MELLANOX TECHNOLOGIES, LTD. MONDIAL EUROPE SUB LTD. AND EZCHIP SEMICONDUCTOR LTD. DATED AS OF NOVEMBER 17, 2015Agreement of Merger • November 17th, 2015 • Ezchip Semiconductor LTD • Computer communications equipment
AMENDMENT NO. 1 TO AGREEMENT OF MERGER, dated as of November 17, 2015 (this “Amendment No. 1”), by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of the parties to this Amendment No. 1 is individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT #2 To The Technology Development, License and Manufacturing AgreementEzchip Semiconductor LTD • September 27th, 2011 • Computer communications equipment • California
Cisco/Marvell/EZchip Business Term AgreementEzchip Business Term Agreement • March 31st, 2011 • Ezchip Semiconductor LTD • Computer communications equipment • California
The purpose of this Business Agreement (“Agreement”) is to agree on key business terms between Cisco Systems, Inc., a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (“Cisco”), Marvell International Ltd., a Bermuda corporation, with offices at Argyle House, 41a Cedar Avenue, Hamilton, HM 12, Marvell Semiconductor Israel Ltd., an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692 (Marvell International Ltd. And Marvell Semiconductor Israel Ltd. are collectively referred to as “Marvell”) and EZchip Technologies Ltd., an Israeli corporation, having principal offices at 1 Hatamar Street, Yokneam 20692, Israel (“EZchip”) to meet Cisco’s technical and business requirements for the metro Ethernet solutions for MEMRBU and other application programs across Cisco.
December 31, 2007 JK&B Shalom II LLC JK&B Capital III, Civil Law Partnership Ladies and Gentlemen:Lanoptics LTD • February 5th, 2008 • Computer communications equipment
We refer to the Exchange Right Agreement dated as of May 8, 2003 by and among LanOptics Ltd. (the “Company”), EZchip Technologies Ltd. (“EZchip”) and you (the “Agreement”). Each capitalized term used but not defined in this letter agreement shall have the meaning ascribed to it in the Agreement.
Master ASIC Services Agreement For EZChip Technologies Ltd. April 29, 2004Master Asic Services Agreement • September 18th, 2008 • Ezchip Semiconductor LTD • Computer communications equipment • California
This Master ASIC Services Agreement (“Agreement”), dated _________________, (the “Effective Date”), is entered into by and between eSilicon Corporation, a Delaware corporation with offices at 501 Macara Avenue, Sunnyvale, California 94085-2808 (“eSilicon”), and EZchip Technologies Ltd., an Israeli company with offices at 1 Hatamar Street, Yokneam, Israel (“Customer”). eSilicon and Customer are referred to herein individually as a “Party” and collectively as the “Parties.”
CISCO, MARVELL AND EZCHIP BUSINESS TERM AGREEMENTBusiness Term Agreement • March 21st, 2013 • Ezchip Semiconductor LTD • Computer communications equipment
The purpose of this Business Term Agreement (“Agreement”) is to agree on key business terms between Cisco Systems, Inc. a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (“Cisco”), Marvell International Ltd., a Bermuda corporation, with offices at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda, Marvell Israel Ltd. (formerly known as Marvell Semiconductor Israel Ltd), an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692, (Marvell International Ltd. and Marvell Israel Ltd. are collectively referred to as “Marvell”), EZchip Technologies Ltd., an Israel corporation, having principal offices at 1 Hatamar Street, Yokneam 20692, Israel, and EZchip Inc., a Delaware corporation, having principal offices at 900 E. Hamilton Avenue, Suite 100, Campbell, California 95008, (EZchip Technologies Ltd. and EZchip Inc. are collectively referred to as “EZchip” or “EZChip”) to
AMENDMENT TO TECHNOLOGY DEVELOPMENT, LICENSE AND MANUFACTURING AGREEMENTManufacturing Agreement • September 27th, 2011 • Ezchip Semiconductor LTD • Computer communications equipment
This Amendment (this “Amendment”) amends the Technology Development, License and Manufacturing Agreement dated April 12, 2006 as amended to date (the “Master Agreement”) by and between MARVELL INTERNATIONAL LTD., a Bermuda corporation, with offices at Argyle House, 41a Cedar Avenue, Hamilton, HM 12, Bermuda, MARVELL SEMICONDUCTOR ISRAEL LTD., an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692 (Marvell International Ltd. And Marvell Semiconductor Israel Ltd. are collectively referred to as “Marvell”) and EZCHIP TECHNOLOGIES LTD., an Israeli corporation with offices at 1 Hatamar Street, PO Box 527, Yokneam 20692, Israel (“EZchip”). This Amendment to the Master Agreement is by and between Marvell and EZchip and is effective as of September __, 2006 (the “Amendment Effective Date”).
AMENDMENT TO TECHNOLOGY DEVELOPMENT, LICENSE AND MANUFACTURING AGREEMENTLicense And • March 31st, 2011 • Ezchip Semiconductor LTD • Computer communications equipment
This Amendment (this “Amendment”) amends the Technology Development, License and Manufacturing Agreement dated April 12, 2006 as amended to date (the “Master Agreement”) by and between MARVELL INTERNATIONAL LTD., a Bermuda corporation, with offices at Argyle House, 41a Cedar Avenue, Hamilton, HM 12, Bermuda, MARVELL SEMICONDUCTOR ISRAEL LTD., an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692 (Marvell International Ltd. And Marvell Semiconductor Israel Ltd. are collectively referred to as “Marvell”) and EZCHIP TECHNOLOGIES LTD., an Israeli corporation with offices at 1 Hatamar Street, PO Box 527, Yokneam 20692, Israel (“EZchip”). This Amendment to the Master Agreement is by and between Marvell and EZchip and is effective as of September __, 2006 (the “Amendment Effective Date”).
Agreement for Purchase and Sale of GoodsEzchip Semiconductor LTD • September 18th, 2008 • Computer communications equipment • California
This Agreement for Purchase and Sale of Goods, consisting of this Signature Page, the attached Terms and Conditions and all exhibits attached hereto (collectively, the “Agreement”) is entered into between Juniper Networks, Inc., a Delaware corporation, of 1194 N. Mathilda Ave, Sunnyvale, CA 94089 (“JNI”) and the supplier identified below (“SUPPLIER”) and will be effective as of January 1, 2007 (the “Effective Date”). (SUPPLIER and JNI are herein occasionally referred to individually as a “Party” and collectively as the “Parties.”).
AMENDMENT 5 TO CUSTOM SALES AGREEMENT NO. 000590Custom Sales Agreement • October 15th, 2014 • Ezchip Semiconductor LTD • Computer communications equipment
This Amendment to Custom Sales Agreement No. 000590 (“Amendment 5”) is made and entered into between EZchip Technologies Ltd. (“Customer”) and International Business Machines Corporation (“IBM”). This Amendment 5 will be effective on the date identified below by the second party to sign this Amendment; however, if Customer fails to identify a date of signing, this Amendment will be effective on the date of signing identified by IBM.
ADDENDUM TO THE CISCO, MARVELL AND EZCHIP BUSINESS TERM AGREEMENTBusiness Term Agreement • March 21st, 2013 • Ezchip Semiconductor LTD • Computer communications equipment
This Addendum to the Business Term Agreement (“Addendum”) is by and between Cisco Systems, Inc. a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (“Cisco”), on the one hand, and EZchip Technologies Ltd., an Israel corporation, having principal offices at 1 Hatamar Street, Yokneam 20692, Israel, and EZchip Inc., a Delaware corporation, having principal offices at 900 E. Hamilton Avenue, Suite 100, Campbell, California 95008, on the other (EZchip Technologies Ltd. and EZchip Inc. are collectively referred to as “EZchip”). This Addendum shall be effective as of the date last signed by the parties below (the “Effective Date”) between and among the parties and their affiliates identified below.
AGREEMENT OF MERGER among: Mellanox Technologies, Ltd., an Israeli public company; Mondial Europe Sub Ltd., an Israeli private company; and EZchip Semiconductor Ltd., an Israeli public company Dated as of September 30, 2015Agreement of Merger • September 30th, 2015 • Ezchip Semiconductor LTD • Computer communications equipment
This Agreement of Merger (this “Agreement”) is entered into as of September 30, 2015, by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
AMENDMENT #3Ezchip Semiconductor LTD • March 21st, 2013 • Computer communications equipment • California
This Amendment #3 to the Technology Development, License and Manufacturing Agreement (this "Amendment #3") is entered into effective as of the date last signed by the parties below (the "Amendment Effective Date"), between: (i) Marvell International Ltd., a Bermuda corporation, with offices at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda, on behalf of itself and its Affiliates, and Marvell Israel (M.I.S.L.) Ltd. (formerly known as Marvell Semiconductor Israel Ltd.), an Israeli corporation, with offices at 6 Hamada Street, Mordot HaCarmel Industrial Park, Yokneam, Israel 20692, on behalf of itself and its Affiliates (collectively “Marvell”), and (ii) EZchip Technologies Ltd., an Israeli corporation with offices at 1 Hatamar Street, PO Box 527, Yokneam 20692, Israel (“EZchip”). Marvell and EZchip are each a "party" hereto; and collectively, they are the parties" hereto.
