EXHIBIT 4.58
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
LICENSE AND DESIGN AGREEMENT 92-2C/2002
This Design Agreement (this "Agreement") is made and entered into as of 10
January 2003 (the "Effective Date") by and between Tower Semiconductor Limited,
an Israeli Company ("Tower"), and Chipidea Microelectronics S.A., a Portuguese
corporation ("Chipidea").
This License Agreement concerns the design and licensing of various IP Blocks of
Chipidea to Tower and Tower Customers.
RECITALS
WHEREAS, Tower is a silicon wafer foundry providing integrated circuits
manufacturing services for its customers;
WHEREAS, Chipidea is in the business of designing, developing and selling
various types of mixed-signal blocks for integrated circuits as those designed
by Tower Customers; and
WHEREAS, in order for Tower Customer products incorporating the Chipidea IP
Blocks to be manufactured by Tower, the Chipidea IP Blocks must be customized
for use with Tower's manufacturing processes, and Tower wishes to have Chipidea
undertake such customization, working at its facilities in Lisbon, Portugal; and
WHEREAS, in consideration of the customization work of the IP Blocks performed
by Chipidea hereunder to enable use of such IP Blocks by Tower Customers, Tower
agrees to pay the service fees set forth herein.
AGREEMENT
IN CONSIDERATION THEREOF AND THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. DEFINITIONS
a. DELIVERABLES means with respect to each IP Block the items listed in
Exhibit A
b. INTELLECTUAL PROPERTY RIGHTS means any patents, patent rights, trade
marks, service marks, registered designs, topography or semiconductor
maskwork rights, applications for any of the foregoing, copyright,
know-how, unregistered design right, trade secrets and know-how, and
any other similar protected rights in any country.
c. IP BLOCK means any block designed/modified/ported by Chipidea per
Tower requirement
d. SPECIFICATION means the specification of each IP Block as described in
Exhibit B and as may be further agreed, added or amended in writing by
the parties.
e. TEST CHIP means a design structure database containing the IP Block
that can be manufactured at Tower fabrication facility and enable
characterization and validation of the IP Block.
f. TOWER CUSTOMER means a customer or potential customer of Tower that
desires to use an IP Block designed by Chipidea.
g. TOWER DESIGN KIT means the items listed in Exhibit G as delivered by
Tower and further revised by Tower.
h. TOWER PROCESS(ES) means the Tower [***] and [***], [***], [***] to
[***] metal layers [***] process technology [***]and [***]
o.13-micron, [***] layer, [***] to [***] metal layers [***] process
technology and any additional process the parties agree on in writing.
2. STATEMENT OF WORK, SCHEDULE, AND DELIVERABLES
For each IP Block developed by Chipidea:
a. Chipidea shall use its best efforts to perform the tasks required to
generate and deliver to Tower the items listed in Exhibit A with
respect to such IP Block incorporated by reference and attached hereto
("Deliverables") and including the responsibilities specified in
section 12(c) below.
b. Chipidea shall use its best efforts to ensure that the IP Block and
its Deliverables will meet its Specification and complete the tasks
and provide the Deliverables according to the schedule of milestones
listed on Exhibit C incorporated by reference and attached hereto.
c. Chipidea shall use its best efforts to design, package, test and
characterize the Test Chip to ensure the IP Block performance. Test
and characterization shall be performed across all the conditions
specified in the Specifications.
d. Exhibits B, C and D shall be separately prepared and agreed to by the
parties and shall be incorporated and be made part of this Agreement.
e. For each IP block Chipidea and Tower will hold the following reviews:
a. Kickoff Review to discuss and agree on the Initial Specifications
b. Concept Review to discuss and agree on the Specifications
signoff, including:
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o Design Concept Review
o Architecture Review
o Verification Strategy - [***]
o Test Strategy and Test-Chip Architecture
o Others
c. Design Review 1 including:
o Design Entry review - [***]
o [***] Simulation Results review
o Test Modes
d. Design Review 2 including:
o Final design entry and layout review
o Physical Verification review
o [***] Simulation Results review
o Test Chip final Specifications
o Others
e. Test Chip Design Review
f. Post [***] Review
g. IP Block Package Qualification Review
3. DESCRIPTION AND OWNERSHIP OF THE DELIVERABLES
Tower shall own all Intellectual Property Rights in the Tower Design Kit as
described in Exhibit F.
Chipidea shall own all Intellectual Property Rights in the IP Blocks and
respective Deliverables, [***] provided by Chipidea as part of the
Deliverables, as described in Exhibits A.
Chipidea's Deliverables for each IP Block shall consist of the following
analog cells and associated digital functions and their relevant technical
documentation:
a. The [***] blocks supplied by Chipidea for embedded use in the
mixed-signal semiconductor products of Tower's customers, as described
by the Specification.
b. The [***] blocks supplied by Chipidea that contain a digital part and
an analog part.
c. [***]
d. Chipidea considers [***] to constitute Chipidea's Intellectual
Property, whether provided separately or not.
e. The analog part is a data base for integration containing the
following 3 main levels of hierarchy:
i. Macro Block - corresponds to a multi-function architecture
defined to take into account the required performance, area,
power dissipation and target technology for integration.
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ii. Functional Block - corresponds to the architecture of a specific
function (e.g. [***]) that is required for the implementation of
said macro block.
iii. Component Cell - corresponds to the architecture of a specific
component (e.g. [***]) that is required for the implementation of
said functional blocks.
f. For each IP Block, the Deliverables will be implemented in the Tower
Process(es) as described in the respective Exhibits A, B and C.
4. LICENSE
a. Subject to the payment of the fees specified in section 9 below with
respect to each IP Block, Chipidea hereby grants to Tower a
non-exclusive, perpetual, irrevocable, world-wide, multiple use
license to use the Deliverables of each IP Block and their relevant
documentation and all related Intellectual Property Rights of
Chipidea, to manufacture sell and otherwise distribute integrated
circuits of Tower Customers containing IP Blocks to Tower Customers
and to design, develop, manufacture, have manufactured, use, modify,
sell and otherwise distribute products, provided that Chipidea retain
all Intellectual Property Rights in such IP Blocks and their relevant
documentation, including the modifications thereto, except for the
derived portion thereof developed by Tower or Tower Customer
hereunder, which shall be owned by Tower or Tower Customer, as the
case may be. As of the Effective Date of this Agreement, Tower does
not intend to use Chipidea's IP Blocks to design its proprietary
integrated circuits and the IP Blocks are only planned to be used by
Tower Customers for the design of integrated circuits.
b. Subject to the payment of fees by a Tower Customer, as specified in
section 14 below with respect to each IP Block, Chipidea shall grant
such Tower Customer a non-exclusive, perpetual, irrevocable,
world-wide, multiple use license (subject to fees being paid) to use
the Deliverables of such IP Block and their relevant documentation and
all related Intellectual Property Rights of Chipidea, to design,
develop, manufacture at Tower only, use, modify, sell and otherwise
distribute products, provided that Chipidea retain all Intellectual
Property Rights in such IP Blocks and their relevant documentation,
including the modifications thereto, except for the derived portion
thereof developed by the Tower Customer hereunder, which shall be
owned by the relevant Tower Customer.
5. CONDITIONS OF USE
a. All Functional and Component Block Cells, as defined in Section 3,
transferred by Chipidea to Tower or Tower Customer for the license
granted hereunder are the Property of Chipidea and can not be used by
Tower or Tower Customer except in the context of the Macro Block where
they are embedded.
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b. For technical reasons related to production requirements, Tower or
Tower Customer may carry out small changes to IP Blocks and their
relevant technical documentation, giving due notice of such changes to
Chipidea. Upon Tower or Tower Customer request for minor design
changes to the IP Blocks, Chipidea will support and perform such
changes under reasonable commercial terms. If Chipidea created a
modified version of an IP Block for Tower of a Tower Customer,
Chipidea will offer such modified IP Blocks to [***] customers of
Tower under the terms specified in section 14 for such IP Block.
c. Major changes to IP Blocks and their relevant technical documentation
that might be required by Tower or Tower Customer should be carried
out with prior consultation and collaboration with Chipidea.
d. In the event that either party believes that the characterization
results of the Test Chip shows that the IP Block manufactured on Tower
manufacturing process failed to meet the Specification for such IP
Block, Chipidea shall debug and/or perform a failure analysis of the
silicon and present it conclusions to Tower [***]. Unless the parties
agree that the reason for the failure is due to [***] or [***]
(including [***]), Chipidea shall re-design, re tape-out a Test Chip,
re-test and re-provide a silicon validation report for such IP Block
[***].
e. Subject to the provisions of section 13 below, additional design
services that might be provided by Chipidea to carry out the
modification to a previously agreed Specification of a given data base
will be quoted by Chipidea and Tower can decide if it wishes to
proceed on this basis.
f. Chipidea will not be held responsible for the possible changes of
performance and conditions of operation of databases whose contents
have been changed by Tower or a Tower Customer to meet specific
requirements in the event Tower or a Tower Customer makes such changes
without being compliant with the obligations set forth in Sections
5.b. and 5.c. above.
g. In the event Chipidea demonstrates a pattern of failure to honor the
Agreement, maintain the IP Blocks or support either Tower or a Tower
Customer with respect to IP Blocks, Tower shall have a right to use,
modify, maintain, support, distribute directly to Tower Customers all
IP Blocks developed by Chipidea for Tower and use subcontractors for
all the above activities, [***].
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6. PROTECTION AND SECURITY OF DESIGN
a. "Confidential Information" shall mean that information of either party
which is disclosed to the other party ("Receiving Party") by reason of
the parties' relationship hereunder, either directly or indirectly in
any written or recorded form, orally, or by drawings or inspection of
parts or equipment, and, either in writing and marked as confidential
or proprietary, or if oral, reduced to writing similarly marked within
thirty (30) days of disclosure.
b. Receiving Party covenants and agrees that it will receive and use the
Confidential Information only as expressly permitted in this
Agreement, and will not otherwise employ such Confidential
Information, and shall not disclose such Confidential Information to
any person or persons who do not need to have knowledge of such
Confidential Information in the course of their employment.
c. It is expressly understood that Receiving Party shall not be liable
for disclosure of any Confidential Information if the same:
i. is or becomes part of the public domain without violation of this
Agreement;
ii. is known and on record at the Receiving Party prior to disclosure
by the Disclosing Party;
iii. is lawfully obtained by the Receiving Party from a third party;
iv. is furnished to others by the Disclosing Party without similar
restrictions to those herein contained as to use or disclosure
thereof;
v. is developed by the Receiving Party completely independently of
any such disclosure by the Disclosing Party;
vi. is ascertainable from a commercially available product;
vii. is disclosed pursuant to the order or requirement of a government
body, court or administration agency or by applicable law or
regulation; or
viii. is disclosed after five (5) years from the receipt of the
respective Confidential Information.
7. INTELLECTUAL PROPERTY INDEMNITY
a. Chipidea warrants that to the best of its belief and knowledge none of
its designs, IP Blocks, Deliverables or Intellectual Property
components supplied to Tower under this agreement infringes on any
third party Intellectual Property Right.
b. Chipidea warrants that there are no pending claims or actions
commenced against Chipidea by any third party. Chipidea will alert
immediately Tower if any legal actions, threats or claims are
commenced or decided against Chipidea by a third party.
c. In the event that a third party claims that Tower is in breach of its
Intellectual Property rights due to the use of IP Blocks, Deliverables
or Chipidea designs, Chipidea shall indemnify Tower for any damages
awarded against Tower and pay all expenses (including attorney fees)
incurred by Tower in connection with such a claim or lawsuit. The
total amount to be paid out by Chipidea for said indemnification and
expenses shall not exceed [***]. Notwithstanding the foregoing, the
indemnification provided in this Section 7.c shall not apply to the
claim to (i) any portion of the IP Blocks and their relevant technical
information that is proprietary to Tower or Tower Customer, where said
infringement would occur if such portion proprietary to Tower or Tower
Customer were stand-alone (ii) solely related to the products
manufactured by Tower which implements and/or incorporates said IP
Blocks and their relevant technical information and that the claim is
not related to the IP Blocks and their relevant technical information.
d. At the end of the design project, and before fabrication starts,
Chipidea and Tower will carry out a joint review meeting for risk
assessment of third party patent rights. In the event that such a
possibility is identified during the review meeting, both parties
agree to fully investigate the source of third-party ownership of
techniques employed in the design.
Chipidea will carry out all the modifications that will be deemed
necessary to make its designs non-infringing.
e. In addition to Section 7.d above, if the IP Blocks and their relevant
technical information and/or documentation become or in the opinion of
Chipidea is likely to become the subject of a claim of infringement of
a patent, trademark, copyright or other Intellectual Property Rights,
Chipidea may, at its option (1) procure for Tower the right to use
such materials [***]; or (2) replace or modify or re-perform the same
to make them non-infringing, provided that substantially the same
function is performed by the replacement or modified version of such
IP Blocks. In the event the right to continue use cannot be reasonably
procured for Tower or the IP Blocks cannot be replaced or modified to
make it non-infringing with the same degree of performance and
functionality, Chipidea [***].
8. CONSEQUENTIAL DAMAGE WAIVER
Except for liability under section 7 above, in no event shall either party
be liable for any special, incidental, consequential or indirect damages
resulting from its performance or failure to perform under this agreement,
whether based upon contract, negligence, strict liability in tort, warranty
or any other basis whatsoever (including, without limitation, damages for
loss of business profits), even if such party has been notified of the
possibility of such damages.
9. PAYMENT
a. With respect to each IP Block, Tower shall pay Chipidea the fees
specified in Exhibit D incorporated by reference and attached hereto.
Each payment is due within [***] days after receipt of an invoice upon
completion of the respective milestone.
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b. All the payments to be made to Company shall be direct transfer to the
following bank account:
Bank Name: [***]
Address: [***]
A/C Name: [***]
For USD Payments:
International Bank Account Number: (IBAN): [***]
For EURO Payments:
International Bank Account Number: (IBAN): [***]
c. Payments shall be made without bank charges.
d. If any applicable law requires Tower to deduct or withhold amounts
from any payments to Chipidea under this Agreement, Tower shall effect
such deduction or withholding, remit such amounts to the appropriate
taxing authorities and promptly furnish Chipidea with tax receipts
evidencing the payments of such amounts. Chipidea shall provide all
such assistance as Tower may reasonably require in obtaining such
withholding tax certificates. Notwithstanding the foregoing, in no
event shall Tower pay to Chipidea less than_[***] of any payment
specified hereunder (such payment measured prior to any withholding of
tax), regardless of any amount required by law to be withheld.
Accordingly, if Tower has the legal obligation to withhold taxes equal
to more than [***] of an amount to be paid hereunder, Tower shall
withhold such excess amount, but shall add to the payment such amount
that Chipidea receives _[***] of the payment.
e. Any amount not received when due and payable shall bear an interest at
an annual rate of [***] points above the discount rate of the European
Central Bank. Chipidea reserves the right to claim additional damages,
if any, caused by Customer's delay in payment.
f. Tower may not offset against its payment obligations any claims
against Chipidea except those claims that are undisputed or judicially
awarded.
g. Any conflicting purchasing terms and conditions of Tower will not
affect the obligations of Chipidea, unless otherwise agreed to by
Chipidea in writing. This agreement shall be implemented and come into
effect upon signing a purchase order by Tower.
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10. TERM AND TERMINATION
a. Term. This License shall be effective on the Effective Date and shall
continue until terminated in accordance with this Section 10.
b. Termination for Cause. Either party will have the right to immediately
terminate this License if the other party is in breach of any material
obligation hereof and such breach is not cured within [***] after
receipt or written notice of such breach from the non-breaching party,
or within such additional cure period as the non-breaching party may
authorize.
c. Termination for Insolvency. Either part shall have the right to
immediately terminate this License upon written notice in the event
that the other party (i) voluntarily or involuntarily becomes the
subject of a petition in bankruptcy or of any proceeding relating to
insolvency, receivership, liquidation or composition for the benefit
of creditors, or (ii) admits in writing its inability to pay its debts
as they become due.
d. Consequences of Termination. Upon termination of this License, the
licenses, rights and obligations granted hereunder shall terminate
except as expressly set forth in this License. Except as necessary to
exercise the rights set forth in Section 10(e), each party shall
return or destroy, at the disclosing party's discretion, the
Confidential Information received from the other party pursuant to
EXHIBITS A AND B.
e. Survival. Sections 3, 4, 5, 6, 7, 8 shall survive termination of this
License. In addition to the foregoing, the license rights specified in
Section 4 with respect to any Tower or Tower Customers products that
are in existence, substantially designed or for which Tower or a Tower
Customer has received binding contractual commitments as of the
effective date of termination of this License, shall survive such
termination provided all fees described in Appendix C or D have been
paid to Chipidea.
11. GENERAL
a. Neither party may assign its rights or obligations under this
Agreement without the prior written consent of the other, and any
purposed assignment without such consent shall have no force or
effect. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of the respective parties hereto and their successors
and assigns.
b. Chipidea acknowledges and agrees that this Agreement may be pledged
for the benefit of Bank Hapoalim B.M and Bank Le umi Le-Israel B.M. to
secure debt financing made available to Tower from Bank Hapoalim B.M
and Bank Leumi Le-Israel B.M in connection with the construction of
Tower's new fabrication facility (Fab-2).
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c. No failure or delay by either party to enforce or take advantage of
any provision or right under this Agreement shall constitute a
subsequent waiver of that provision or right, nor shall it be deemed
to be a waiver of any of the other terms and conditions of this
Agreement.
d. No technical information obtained hereunder, nor any direct product
thereof is intended to, or shall be exported or re-exported, directly
or indirectly to any destination restricted or prohibited by export
control laws or regulations of the United States, including the U.S.
Export Control Administration Act, without authorization from the
appropriate governmental authorities. In addition, the parties agree
that no technology furnished to the other will be used for any purpose
to develop and/or manufacture nuclear, chemical, biological weapons
and/or missiles (hereinafter "Weapons of Mass Destruction"). The
parties further agrees that it will not sell semiconductor products
using technology received from the other party hereunder, to any party
if it knows that the end-user of such products will use them for the
development and/or manufacture of Weapons of Mass Destruction.
e. The validity, performance and construction of this Agreement shall be
governed by the laws of England without regard to the conflict of laws
provisions thereof.
f. The parties shall attempt in good faith to resolve any dispute arising
out of or in connection with this Agreement informally.
g. The prevailing party in any legal action arising out of, or related to
this Agreement shall be entitled, in addition to any other rights and
remedies it may have, to reimbursement for its expenses incurred in
such action, including court costs and reasonable attorney's fees.
h. All notices or communications to be given under this Agreement shall
be in writing and shall be deemed delivered upon mail and/or hand
delivery, and upon acknowledged telex or facsimile communication. The
addresses are as follows (or to such other address as the party to
receive the notice or request so designated by written notice to the
other).
If to Chipidea:
[***]
Chipidea Microelectronics, S.A.
Tagus Park, Parque de Ciencia e Tecnologia
Edificio Inovacao IV, Sala 733
2780-920 Porto Salvo
Portugal
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VAT Number: [***]
Tel: [***], Fax: [***]
If to Tower:
[***]
Tower Semiconductor Limited
Ramat Gavriel Industrial Park,
PO Box 619
Midgal Haemek 00000
Xxxxxx
Tel: [***], Fax: [***]
VAT Number:
h. The terms and conditions of this Agreement may not be superseded,
modified, or amended except in writing which states that it is such a
modification, and is signed by an authorized representative of each
party hereto.
i. This Agreement, including exhibits, constitutes the entire Agreement
between the parties as to the subject matter hereof, and supersedes
and replaces all prior or contemporaneous agreements, written or oral,
regarding such subject matter, and shall take precedence over any
additional or conflicting terms which may be contained in either
party's purchase orders or order acknowledgment forms.
j. Force Majeure. Neither party shall be considered in default in the
performance of any obligation hereunder to the extent that the
performance of such obligation is prevented or delayed by a "FORCE
MAJEURE EVENT", which is defined to include a fire, flood, explosion,
strike, war, insurrection, embargo, government requirement, act of
civil or military authority, act of God, or any similar event,
occurrence or condition which is not caused, in whole or in part, by
that party, and which is beyond the reasonable control of that party.
k. Independent Contractors. The parties to this License are independent
contractors. Neither party is an agent, representative or partner of
the other party. Neither party shall have any right, power or
authority to enter into any agreement for or on behalf of, or to incur
any obligation or liability for, or to otherwise bind, the other
party. Neither party shall make any representations and warranties to
third parties regarding the other party's Property, products and/or
services. This Agreement shall not be interpreted or construed to
create an association, joint venture or partnership between the
parties or to impose any partnership obligation or liability upon
either party.
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l. Severability. If any provision of this License is found invalid or
unenforceable by a court of law or an arbitration panel, the remainder
of this License shall continue in full force and effect and the
applicable provision shall remain in effect to the maximum extent
permissible by law.
12. FABRICATION AND EVALUATION OF THE IP
With respect to each IP Block:
a. If Tower does not report on any deviations from Specification, within
[***] from receipt by Tower of Chipidea's silicon validation report
for such IP Block, then such IP Block will be deemed to be accepted by
Tower.
b. If Tower does not start fabrication of a Test Chip for such IP Block
within [***] from receipt of the Test Chip [***], then such IP Block
will be deemed to be accepted by Tower.
c. Chipidea is responsible for: (i) the design work needed to meet the
agreed Specification; (ii) Provision of a Test Chip in [***] format to
Tower; (iii) Defining the Package required for each Test Chip dice
fabricated by Tower (including bonding diagram) and packaging each
Test Chip; (iv) Characterizing the Test Chip at a the Process, Voltage
and Temperature ranges as agreed in the Specification; Writing a
silicon validation report comparing fabricated Test Chip results with
the Specification. Tower is responsible for all silicon wafer
fabrication activities and for each Test Chip shall deliver to
Chipidea [***] for packaging and testing by Chipidea.
d. Chipidea is responsible to provide comprehensive support for each
Tower Customer which license an IP Block from Chipidea. [***]
13. ENGINEERING CHANGE NOTES
With respect to each IP Block developed by Chipidea:
a. If Tower or Chipidea desires to make a modification to the
specifications, Chipidea will initiate an Engineering Change Order (ECO),
detailing the requested changes and their impact on timescales and costs. Before
any work begins on the requested modification, the Managements of Tower and
Chipidea have to agree to the contents of the ECO.
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b. Notwithstanding section 13(a) above, in the event that following the
delivery of the Deliverables of an IP Block by Chipidea, Tower introduces [***]
that necessitate(s) a [***] change in the deliverables, Chipidea will redo the
IP Block [***] , to the extent that the scope of such work does not exceed
[***]. In the event the scope of the [***] work exceeds [***], Chipidea will
estimate the scope of work required to redo the IP Block and will notify Tower
through an ECO. Chipidea commits to perform [***] IP Block provided that Tower
commits to pay for the amount of work exceeding [***] at a rate of [***] per
[***].
c. Notwithstanding section 13(a) above, in the event that following the
delivery of the Deliverables of an IP Block by Chipidea, Tower introduces a
[***], Chipidea will re-characterize the IP Block to the updated [***] ([***])
and present the effects of the change to Tower in a report [***]. If following
the report Tower believes that the IP Block needs to be re-validated on silicon,
Tower will agree with Chip idea on a price for redoing a Test Chip for such IP
Block and reporting the new silicon results to Tower, provided that the price
for such activities shall not exceed [***] of the overall price paid by Tower
for such IP Block.
A sample ECO can be seen in Exhibit F
14. INSTANTIATION
a. [***]
b. For each IP Block used by a Tower Customer, the Tower Customer shall pay
Chipidea a manufacturing license fee in accordance with the terms and conditions
set forth in Exhibit E hereunder..
15. JOINT MARKETING
a. Chipidea shall include Tower's name in its customer list and list all IP
Blocks offered to Tower Customers on Chipidea's website in a similar fashion to
the way other IP components are offered by Chipidea to customers of [***]. Each
party may also use the other party's name, logo, trademarks and service
capabilities in its promotional literature, collaterals, marketing website,
presentations and correspondence to customers, provided that such party obtains
the other party's prior approval, such approval not to be unreasonably withheld
or delayed. Upon request, each party will provide its non-confidential sales
collaterals, such as datasheets, brochures and manuals, to the other party, for
purposes of introducing its services to potential customers.
b. Chipidea and Tower shall jointly announce the existence of their
relationship and of this Agreement through a joint press release within [***]
after the Effective Date of this Agreement. The text of the joint press release
shall be mutually agreed upon by Chipidea and Tower.
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In witness whereof, the parties hereto have caused this Agreement to be signed
below by their authorized representatives.
CHIPIDEA MICROELECTRONICS S.A. TOWER SEMICONDUCTOR LTD.
By: ______________________________ By:______________________________
Name: Xxxx Xxxxxxxx xx Xxxxxx Name: Yoav Nissan Xxxxx
Title President and CEO Title: Co-CEO
Date: ____________________________ Date: Jannuary 13, 2003