WAFER MANUFACTURING AGREEMENT
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THIS WAFER MANUFACTURING AGREEMENT (this Wafer Agreement) is entered into
as of November 7, 1996, by and between PARADIGM TECHNOLOGY, INC., a corporation
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organized under the laws of Delaware, with offices at 00 Xxxxx Xxxxxxx, Xxx
Xxxx, Xxxxxxxxxx 00000 ("Paradigm"), and ORBIT SEMICONDUCTOR, INC., a
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corporation organized under the laws of Delaware, with offices at 000 Xxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Orbit"). This Agreement will become
effective on the Effective Date.
RECITALS:
Paradigm and Orbit have entered into an Asset Purchase Agreement, dated as
of the same date as this Agreement (the "Asset Agreement "), pursuant
to which Paradigm has agreed to sell and Orbit has agreed to purchase
from Paradigm certain assets associated with Paradigm's Wafer Fab
Operation, as defined in the Asset Agreement.
Paradigm is willing to purchase from Orbit and Orbit is willing to sell to
Paradigm, the minimum quantities of Wafers set forth in this Wafer
Agreement, on the terms and conditions of this Wafer Agreement. This
Agreement does not grant Orbit any right or license to manufacture
such Wafers for or distribute such Wafers to any customer other than
Paradigm.
NOW THEREFORE, the parties agree as follows:
Definitions.
"Effective Date" shall mean the Closing Date as defined in the Asset
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Agreement.
"Intellectual Property Rights" shall mean any and all technologies,
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procedures, process, designs, inventions, discoveries, know-how,
show-how and works of authorship, including without limitation,
documentation, and all patents, copyrights and other proprietary
rights relating thereto.
"Wafer Fab Operation" shall have the meaning set forth in the Asset
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Agreement.
Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 1
"Orbit Affiliate" shall mean an entity that is wholly owned by Orbit's
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Parent, if any.
"Orbit's Parent" shall mean an entity of which Orbit is a wholly owned
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subsidiary.
"Orbit Subsidiary" shall mean an entity that is wholly owned by Orbit.
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"Proprietary Information" shall have the meaning set forth in the Asset
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Agreement.
"Promissory Note" shall mean have the meaning set forth in the Asset
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Agreement.
"SRAM Process Technology" shall mean Paradigm proprietary expertise,
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inventions, ideas, know-how and other information, and all
Intellectual Property Rights therein relating to CMOS 125 AND CMOS 130
semiconductor device product process technology, including the Subset
Process Technology.
"SRAM Process Technology Documentation" shall mean the documentation that
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is listed in Exhibit A to this Agreement.
"Subset Process Technology" shall mean the subset of SRAM Process
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Technology that consists of a single poly, double metal logic process
and that Orbit may create or derive from the SRAM Process Technology,
if Orbit elects to exercise its option to do so under this Wafer
Agreement.
"Wafer" shall mean a 6 inch semiconductor wafer for Paradigm-designed SRAM
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products manufactured with SRAM Process Technology.
2. Minimum Purchase and Sale Commitments. Orbit will sell and Paradigm will
purchase from Orbit 9,750 Wafers during the twenty six week period after the
Effective Date, as follows:
Orbit will sell and Paradigm will purchase and pay for no fewer than 300
Wafers each week over such twenty six (26) week period; provided, that
at any time during such twenty six (26) week period Orbit may
accelerate the production and sale of Wafers to Paradigm, and Paradigm
will purchase all such Wafers up to the maximum 9,750 Wafer quantity.
As of the date of this Agreement, Orbit commits to use commercially
reasonable best efforts to sell, and Paradigm commits to purchase, the
quantities and types of Wafers set forth in the Schedule that is
attached to this Agreement as Exhibit B. If Paradigm desires to modify
the quantity or types of Wafers specified in Exhibit B, then, as to
Wafers not yet in process, Paradigm will send written notice to Orbit,
at least 12 weeks in advance of the requested shipment date of any
changes in Wafer quantities(subject to the minimum 300 Wafers per week
commitment) or
Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 2
Wafer types, requested for any week during the term of this Agreement.
The minimum lot size for Wafer purchases shall be 24 Wafers.
After Paradigm has purchased 9,750 Wafers from Orbit, Paradigm may
continue to purchase Wafers and Orbit may continue to sell Wafers to
Paradigm, if both parties agree in writing to do so, and agree to the terms
and conditions that apply to such sale.
Price and Payment Terms.
Price. The purchase price for each Wafer sold to Paradigm under this
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Agreement is Five Hundred Dollars ($500.00).
Payment Terms. Unless otherwise agreed upon by the parties, payment terms
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shall be as follows: (a) On the date of delivery of Wafers to Paradigm
FOB Orbit's Wafer Fab Operation, Orbit shall be entitled to credit all
amounts owed by Paradigm for such Wafers under this Agreement against
the outstanding balance of the Promissory Note. Paradigm shall not be
obligated to make any cash payments for Wafers unless and until the
outstanding balance of the Promissory Note is Zero Dollars. At such
time, Paradigm shall pay cash for any additional Wafers that it is
obligated to purchase pursuant to Section 2 above, with payment terms
to be negotiated and agreed by the parties at such time. Any cash
payment made under this Agreement shall be in U.S. dollars. Any late
payments under this Agreement shall be subject to interest at the Bank
of America Prime Rate in effect on the date that the payment is due,
plus one and one-half percent (1.5%), or if such rate exceeds the
maximum interest rate allowed by law, then such maximum rate shall
apply.
License to SRAM Process Technology, Delivery and Option.
License. Subject to the terms and conditions of this Agreement, Paradigm
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hereby grants to Orbit a nonexclusive, world wide, nonsublicensable,
nontransferable (except to Orbit's Parent, Orbit Subsidiaries and/or
Orbit Affiliates), royalty-free license under Paradigm Intellectual
Property Rights to use SRAM Process Technology and SRAM Process
Technology Documentation solely for the purpose of manufacturing
Wafers for Paradigm subject to the terms and conditions of and
pursuant to this Wafer Agreement. Orbit has no right or license to
modify the SRAM Process Technology unless Orbit receives Paradigm's
prior written consent to such modifications. The license granted under
this Section 4.1 shall expire upon expiration of this Agreement or
termination of this Agreement for any reason.
Delivery of SRAM Process Technology Documentation. Paradigm shall deliver
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Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 3
to Orbit the SRAM Process Technology Documentation immediately on the
Effective Date. Immediately upon termination or expiration of this
Wafer Agreement, Orbit shall return to Paradigm all such Documentation
and shall destroy all documents that Orbit created that contain all or
part of such Documentation or that otherwise embody all or part of the
SRAM Process Technology or Subset Process Technology; provided,
however, that if Orbit has received a license to use Subset Process
Technology pursuant to Section 4.3 below, then Orbit may retain
documentation that embodies only the Subset Process Technology.
Option to License Subset Process Technology. During the term of this Wafer
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Agreement, Orbit may elect to receive from Paradigm a nonexclusive,
world wide, nonsublicensable, nontransferable (except to Orbit's
Parent, Orbit Subsidiaries and/or Orbit Affiliates), perpetual,
royalty-free license under Paradigm Intellectual Property Rights to
use Subset Process Technology at any semiconductor wafer-fabrication
plant owned wholly by Orbit, Orbit's Parent, Orbit Subsidiaries and/or
Orbit Affiliates. Upon Paradigm's receipt of a written request from
Orbit notifying Paradigm of Orbit's election under this Section 4.3,
Paradigm and Orbit will negotiate in good faith to agree in writing on
the terms and conditions of a license of the Subset Process Technology
from Paradigm to Orbit.
Ownership of SRAM Process Technology. All Intellectual Property Rights that each
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party owns as of the Effective Date of this Wafer Agreement and
Intellectual Property that is developed or acquired by each party after the
Effective Date, shall remain the property of such party, and no licenses
are granted or implied, other than as expressly granted in this Wafer
Agreement. In particular, Paradigm retains ownership of all Intellectual
Property Rights in the SRAM Process Technology, SRAM Process Technology
Documentation and Subset Process Technology, including, but not limited to,
any and all derivatives of and modifications to SRAM Process Technology,
SRAM Process Technology Documentation and Subset Process Technology made by
Paradigm. Any masks generated from Paradigm's database tapes and reticles
for Paradigm SRAM products shall also be the property of Paradigm, and will
be returned to Paradigm upon request. If Orbit makes any modifications to
the SRAM Process Technology (as permitted in Section 4.1 above), then Orbit
shall own such modifications and shall promptly disclose such modifications
to Paradigm. Upon Paradigm's written notice to Orbit that Paradigm desires
to receive a license to such modifications, Orbit shall be deemed to grant
to Paradigm, its successors and assigns, a nonexclusive, irrevocable,
world-wide, royalty-free license in and to all of Orbit's Intellectual
Property Rights in such modifications, including the right to use such
modifications for any and all purposes, without limitation.
Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 4
Cooperation. The parties will work together to maximize Wafer yields at the
Wafer Fab Operation. With prior notice and consent (which consent shall not
unreasonably be withheld) Paradigm may send its representatives to inspect
Orbit's Wafer Fab Operation. Upon Paradigm's request, Orbit will provide
Paradigm with process control information, including but not limited to:
process and electrical test yield PCM results, current process
specifications, calibration schedules and logs for equipment, environmental
monitor information for air, gases and DI water, documentation of operator
qualification and training, documentation of traceability through Orbit's
operation, Orbit's process verification information, and Orbit's trouble
reports. Orbit engineers will work with Paradigm engineers to increase
Wafer yields.
Delivery. Unless otherwise agreed to between the parties, Orbit shall deliver
the Wafers to Paradigm or Paradigm's carrier FOB Orbit Wafer Fab Operation.
Title and risk of loss shall pass to Paradigm upon delivery. Orbit shall
package the Wafer products for secure shipment according to standard
industrial manufacturing practices in consideration of the method of
shipment chosen. The date of the xxxx of lading or other receipt issued by
the carrier shall be conclusive proof of the date and fact of shipment of
the Wafer products.
Acceptance, Testing and Inspection. Orbit will use commercially reasonable
efforts to produce high quality and high yielding Wafers. Paradigm shall
accept all Wafers delivered under this Agreement that meet the same quality
and reliability criteria used by Paradigm prior to the Effective Date, and
also to be mutually agreed by both Orbit and Paradigm. Orbit shall be
notified in writing, within ten (10) days following the delivery of any
Wafers, as to the reason for Paradigm's rejection of such Wafers. If no
notification indicating rejection is received by Orbit within the above
time period, then such Wafers shall be deemed accepted.
Proprietary Information. All Proprietary Information exchanged by Orbit and
Paradigm shall be subject to the terms and conditions of the Nondisclosure
Agreement by and between Orbit and Paradigm, that is dated September 12,
1996 (the "NDA"), together with the following terms and conditions. To the
extent that the terms and conditions set forth in this Section 9 conflict
with the terms and conditions of the NDA, the terms and conditions of this
Agreement shall govern.
Definition of Proprietary Information. For purposes of this Agreement
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"Proprietary Information" shall mean any design, technological,
scientific, marketing, customer or business information or data which
when communicated by one party to the other is stamped or marked
confidential, or if provided orally is identified as confidential at
the time of disclosure and summarized and identified in writing to the
receiving party within 30 days of the disclosure as confidential and
proprietary information; provided, however, that Proprietary
Information
Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 5
shall not include information:
already known to the receiving party free of any restriction on
disclosure or use;
publicly known or which becomes publicly known through no
negligent or intentional act of the receiving party;
rightfully received by the receiving party from a third party
without restrictions and without breach of this Agreement;
furnished to a third party by the disclosing party without
restrictions similar to those contained in this Agreement;
or
disclosed to third persons pursuant to the requirements of a
governmental agency or by the operation of law free of any
restriction on disclosure or use.
Agreement to Maintain Confidentiality. Paradigm and Orbit contemplate the
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exchange of Proprietary Information and agree that this Wafer
Agreement, the terms and conditions contained in this Agreement, the
SRAM Process Technology, SRAM Process Technology Documentation and
Subset Process Technology are deemed to be designated Proprietary
Information. Paradigm and Orbit acknowledge that all rights to
Proprietary Information disclosed to each other during the course of
this Agreement are reserved by the disclosing party. The party
receiving Proprietary Information shall take all reasonable steps to
ensure that it and its agents maintain the confidentiality of the
Proprietary Information.
Agreement Not to Use or Disclose. Except as provided in this Agreement, the
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receiving party shall not disclose to any other person or entity the
Proprietary Information of the disclosing party or use such
Proprietary Information for any purpose other than the purposes
expressly authorized under this Agreement.
10. Limited Warranties.
Wafers. Orbit warrants that it will use reasonable engineering methods and
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standards to manufacture the Wafers, and Wafers delivered under this
Agreement shall meet the quality and reliability criteria agreed on by
the parties as set forth in Section 8 above. If the Wafers do not
conform to this limited warranty, then Orbit shall, at its option,
either repair, replace, or
Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 6
credit Paradigm for such defective Wafers. The foregoing warranty
constitutes Orbit's exclusive liability, and Paradigm's exclusive
remedy for any non-conformity of the Wafers with the quality and
reliability criteria established in accordance with Section 8 above,
or for any defects in material, workmanship or performance of the
Wafers. THE FOREGOING WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ANY
AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT
NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
SRAM Process Technology and SRAM Process Technology Documentation. Paradigm
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warrants that during the term of the license granted under this
Agreement, the Wafer Fab Operation, SRAM Process Technology and
reticles for Paradigm SRAM products, if used by Orbit in accordance
with the SRAM Process Technology Documentation, will enable Orbit to
manufacture Wafers. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF
ANY AND ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
Limitation of Liability. Except for a party's liability arising out of a breach
of such party's obligations under Sections 4 (License) and 9 (Proprietary
Information) above, in no event shall either party be liable for any
indirect, special, incidental or consequential damages (including loss of
profits and loss of use) resulting from, arising out of or in connection
with the party's performance or failure to perform under this Agreement, or
resulting, from, arising out of or in connection with the party's
producing, supplying, and/or sale of the Wafers, whether due to a breach of
contract, breach of warranty, tort, or negligence of such party, or
otherwise.
Indemnity.
Paradigm's Indemnity. Paradigm shall, at its expense and at Orbit's
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request, defend any claim, action, proceeding or suit ("Claim")
brought against Orbit, to the extent that it is based on a claim that
the SRAM Process Technology used by Orbit, any SRAM product designs
supplied by Paradigm, or Paradigm products manufactured by Orbit
pursuant to this Agreement infringe any patent, copyright, trade
secret or other proprietary rights of a third party, under the laws of
the United States, and Paradigm shall indemnify and hold Orbit
harmless from and against any costs, damages and fees reasonably
incurred by Orbit, including but not limited to attorney's fees, that
are attributable to such Claim.
Paradigm/Orbit Wafer Agreement
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Orbit's Indemnity. The Wafers will be manufactured using SRAM Process
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Technology, and neither party contemplates that this Section will be
relevant to this Wafer Agreement, but if, Orbit uses a process
technology other than, or in addition to, the SRAM Process Technology
to manufacture Wafers, then Orbit shall, at its expense and at
Paradigm's request, defend any Claim brought against Paradigm, to the
extent that it is based on a claim that a process or technology, other
than the SRAM Process Technology, used by Orbit to manufacture Wafers
for Paradigm, infringes any patent, copyright, trade secret or other
proprietary rights of a third party, under the laws of the United
States, and Orbit shall indemnify and hold Paradigm harmless from and
against any costs, damages and fees reasonably incurred by Paradigm,
including but not limited to attorney's fees, that are attributable to
such Claim.
Conditions for Indemnification. Each party's indemnification obligations
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under this Section 12 are contingent upon: (i) the indemnified party
giving prompt written notice to the indemnifying party of any Claim;
(ii) the indemnified party allowing the indemnifying party to control
the defense and any related settlement, although indemnified party may
participate at its expense through counsel of its choice, and (iii)
the indemnified party fully assisting in the defense so long as the
indemnifying party pays the indemnified party's out-of-pocket
expenses. If, in the judgment of the indemnified party, its interests
diverge from the interests of the indemnifying party, the indemnified
party shall be entitled to assume and conduct such defense at its own
expense and to pay all judgments rendered against the indemnified
party. Either party shall, before settling any such action, obtain the
other party's written consent thereto, which consent shall not
unreasonably be withheld.
13. Term and Termination.
The term of this Agreement shall be commence on the Effective Date and,
unless both parties other wise agree in writing, shall terminate on
the date that is 27 weeks after the Effective Date.
Either party may terminate this Agreement for material breach if the other
party (a) breaches any material provision of this Agreement and does
not cure or remedy such breach within sixty (60) days of notice of
breach; (b) becomes the subject of a voluntary or involuntary petition
in bankruptcy or any proceeding relating to insolvency, receivership,
liquidation, or composition for the benefit of creditors if such
petition or proceeding is not dismissed with prejudice within sixty
(60) days after filing. If Paradigm is the breaching party under this
provision, then Orbit shall be entitled to stop the production of the
Wafers upon giving notice to Paradigm, and Paradigm shall be obligated
to pay for all finished Wafers and
Paradigm/Orbit Wafer Agreement
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work-in-process (partially finished Wafers) which are identifiable to
this Agreement, at the purchase prices set forth in Section 2 without
prejudice to damages that may be claimed by Orbit due to the breach of
Paradigm.
Sections 3, 4.2, 5, 9, 10, 11, 12, 13 and 14 through 20 shall survive the
termination or expiration of this Agreement.
Force Majeure. Neither party shall be responsible for any delay or failure to
perform under this Agreement if such delay or failure is caused by
unforeseen circumstances or to causes beyond its control, including but not
limited to acts of God, war, riot, embargoes, labor stoppages, acts of
civil and military authorities, fire, floods, earthquakes or accidents.
Non-Publicity. No publicity or information regarding the existence or contents
of this Agreement shall be given or released by either party without the
prior written consent of the other party, except to the extent required
under applicable securities laws.
Assignment. Neither party shall delegate any obligations under this Agreement or
assign this Agreement or any interest or rights hereunder without the prior
written consent of the other, except that Paradigm may assign this
Agreement to a successor to all or substantially all of its assets or to a
majority of its voting stock, and Orbit may assign this Agreement to an
Orbit Parent, Orbit Affiliate or Orbit Subsidiary (each as defined in the
License Agreement).
Governing Law and Dispute Resolution. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. The
parties consent to the exclusive jurisdiction and venue of the state courts
located in and serving Santa Xxxxx County, California. All disputes shall
be resolved in the manner, if any, that is set forth in the Asset
Agreement.
Attorneys' Fees. If any action at law or in equity, including an action for
declaratory relief or injunctive relief, is brought to enforce or interpret
the provisions of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which the
party may be entitled.
Paradigm/Orbit Wafer Agreement
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Notice. All notices required or permitted to be sent by either party to the
other party under this Agreement shall be sent by registered mail postage
prepaid, or by personal delivery, or by fax. Any notice given by fax shall
be followed by a confirmation copy within ten (10) days. Notices shall be
deemed given upon receipt by the intended recipient. Unless changes by
written notice given by either party to the other, the addresses and fax
numbers of the respective parties shall be as follows:
To Orbit: 000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
To Paradigm: 00 Xxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Tel: 000 000 0000
Fax: 000 000 0000
Entire Agreement. This Wafer Agreement, the NDA and the Asset Agreement,
constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede and replace all prior or
contemporaneous understandings, agreements, dealings, and negotiations,
oral or written, regarding the subject matter. Any terms and conditions
listed in the Purchase Orders placed by Paradigm under this Agreement shall
not constitute part of this Agreement, nor affect or revise the terms and
conditions of this Agreement, even in cases such Purchase Orders are signed
and returned by Orbit, unless both parties expressly agree in writing to
include any such terms or conditions in the Agreement. No modification,
alteration or amendment of this Agreement shall be effective unless in
writing and signed by both parties. No
Paradigm/Orbit Wafer Agreement
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waiver of any breach or failure by either party to enforce any provision of this
Agreement shall be deemed a waiver of any other or subsequent breach or a waiver
of future enforcement of that or any other provision.
IN WITNESS WHEREOF the parties hereto have caused this Wafer Agreement to
be duly executed in duplicate on their behalf by their duly authorized officers
and representatives on the date given above.
PARADIGM TECHNOLOGY, INC. ORBIT SEMICONDUCTOR, INC.
By /s/ Xxxxxxx Xxxxxx By /s/ Xxxx X. Xxxxxxx
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Name Xxxxxxx Xxxxxx Name Xxxx X. Xxxxxxx
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Title President, CEO Title President
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Paradigm/Orbit Wafer Agreement
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EXHIBIT A
SRAM PROCESS TECHNOLOGY DOCUMENTATION
SRAM PROCESS TECHNOLOGY DOCUMENTATION:
For each of the CMOS 125 and CMOS 130 SRAM Process Technologies licensed under
this Agreement, Paradigm will provide the following documentation as such
documentation exists at Paradigm as of the Effective Date:
Process specifications with detailed instructions on how to perform the
process.
Wafer process run cards that include documentation for each wafer lot.
Paradigm/Orbit Wafer Agreement
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EXHIBIT B
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SCHEDULE
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NUMBER OF WAFERS AND WAFER PRODUCT TYPES TO BE DELIVERED
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BY ORBIT TO PARADIGM
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PRODUCT TYPE PRODUCT TYPE ODUCT TYPE
WEEK 256K 1M 64K X 16 TOTAL
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1 400 350 750
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2 400 400 70 870
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3 300 500 800
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4 300 175 28 503
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5 350 350 700
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6 350 125 475
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7 400 400 800
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8 437 100 537
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9 300 100 65 465
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10 400 400
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11 300 100 50 450
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12 300 100 400
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13 400 400
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14 400 100 500
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15 500 500
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16 400 100 500
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17 400 400
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18 300 300
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19 0
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20 0
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21 0
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22 0
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23 0
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24 0
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25 0
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26 0
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Total 6,637 2,900 213 9,750
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Paradigm/Orbit Wafer Agreement
Execution Copy 11/07/96 CONFIDENTIAL Page 13
