EXHIBIT 10.44
MANUFACTURING AGREEMENT
This Manufacturing Agreement ("Agreement") is made and entered into as of
January 29, 1999, by and between Mylex Corporation ("Mylex"), having its place
of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and
Dovatron International, Inc. ("Dovatron"), having its place of business at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
RECITAL
Mylex and Dovatron wish to enter into an agreement pursuant to which
Dovatron will provide worldwide manufacturing services for Mylex products and
testing and delivery of such products to the customers of Mylex.
AGREEMENT
SECTION 1.0 AGREEMENT TO MANUFACTURE
1.1 SCOPE OF WORK. During the term of and subject to this Agreement,
Dovatron shall manufacture, configure and test and deliver to Mylex's
customers, and Mylex shall purchase from Dovatron, and Dovatron shall
sell to Mylex, such quantities of units of the products described on
Exhibit A to this Agreement (the "Products") as Mylex may order from
time-to-time, at the quoted prices set forth on Exhibit A. Dovatron's
obligations to manufacture, configure and test Products pursuant to
this Agreement shall not commence until March 1, 1999. Each Product
shall be manufactured, configured and tested according to Mylex's
specifications for such Product, which are or will be (prior to or at
the time of order) agreed to, in writing, by Mylex and Dovatron (the
"Specifications"), and, as necessary, debugged pursuant to Section
6.0B below in an effort to ensure that such Product meets the
Specifications. Mylex shall, upon the effective date of this
Agreement and weekly thereafter during the term of this Agreement,
give Dovatron a written forecast of the generic Products, by type,
quantity and expected delivery date, (the "Forecast") for which it
expects to receive delivery during the immediately succeeding ninety
(90) day period. A Forecast will be deemed to constitute a binding
purchase order with respect to generic Products, subject to the
provisions of this Agreement. In addition, Mylex shall, from
time-to-time, issue to Dovatron a purchase order, in the form attached
to this Agreement as Exhibit B, for configured Products, by type,
quantity and delivery date, as and when it desires to order configured
Products pursuant to this Agreement.
1.2 CONSIGNED COMPONENTS.
A. Upon request from Dovatron, Mylex may, at its election, consign
components of Products to Dovatron. All consigned components will
be delivered to Dovatron in a mutually agreed package type, and in
sufficient time and in sufficient quantities to allow Dovatron to
meet scheduled delivery dates for the applicable Products. All
consigned components shall be in good condition. Mylex assumes
complete liability for the quality of all consigned components and
Dovatron shall not be responsible for any defects therein or
failures thereof. Dovatron shall be responsible for inventory
shrinkage of consigned components after its receipt of such
components and for ensuring that appropriate physical controls of
such components are in place and properly administered.
B. Notwithstanding any implication to the contrary in subparagraph A
above, Dovatron shall be obligated to account for all of the
components, specifically identified by the parties at or prior to
any consignment, that are consigned to Dovatron. Accordingly, if
any such component is damaged, lost or destroyed in the
manufacturing, configuration or testing process, Dovatron shall be
responsible, at Mylex's election, for replacing such component at
its own expense or paying Mylex an amount for such component to be
agreed upon by Mylex and Dovatron; provided, however, Dovatron
shall have no responsibility for any such yield losses for any
class of component up to the amounts agreed upon by the parties.
No consigned component shall be deemed to be defective or to have
failed unless Dovatron has reasonable proof that it was defective
or failed.
1.3 USE OF EXISTING INVENTORY. As soon as practicable after the
effectiveness of this Agreement, Mylex will provide to Dovatron on-line
access to its inventory of components available for use in Products, all
of which will be stored at a Mylex facility. To the extent any such
components are available for use in Products ordered by Mylex, Dovatron
will use Mylex's inventory of such components in such Products rather
than purchase such components. Dovatron shall pay to Mylex Dovatron's
then quoted purchase price, as set forth on Exhibit A hereto or any
amendment thereto, for any such components Dovatron uses within thirty
(30) days of its receipt of such components; provided, however, Mylex may
credit against any portion of its purchase price for Products any unpaid
amounts Dovatron is obligated to pay Mylex for its components.
SECTION 2.0 PURCHASING AND OTHER MATTERS
2.1 PURCHASE ORDERS. Purchase orders for configured Products (and Forecasts
for generic Products) may be delivered to Dovatron by any reasonable
means, including but not limited to postal delivery, courier delivery,
facsimile transmission, and electronic mail. Receipt of each purchase
order will be promptly confirmed by Dovatron. Dovatron shall not be
bound by any term or condition on a purchase order that is inconsistent
with this Agreement or any of its exhibits except to the extent mutually
agreed by the parties. If Dovatron believes it will be unable to meet
the delivery dates set forth in any purchase order and notifies Mylex of
that concern and suggested alternative delivery dates within two business
days of its receipt of such purchase order, Dovatron and Mylex will
negotiate in good faith to agree upon an acceptable delivery date.
Dovatron shall, within two business days of its receipt of a purchase
order, accept or reject such purchase order; provided, however, except as
provided above, Dovatron shall be obligated to accept all purchase orders
for Products with respect to which a price has been mutually agreed by
the parties. The parties shall hold weekly meetings (in person at
Mylex's facility or by conference phone call) for the purpose of
discussing Mylex's existing and contemplated Forecasts and order
requirements; provided, however, only written Forecasts and purchase
orders, or written modifications thereto, shall bind Mylex pursuant to
the terms of this Agreement or otherwise. The parties, as business
requirements dictate, may mutually agree upon the use of blanket purchase
orders for specific sub-assemblies or components, subject to the terms of
this Agreement.
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2.2 PURCHASE ORDER RELEASES. Dovatron may make purchase commitments to
suppliers based upon the Forecasts and purchase orders received from
Mylex; provided, however, notwithstanding any such commitments, Mylex
shall only have such obligation to purchase units of Products or
components or sub-assemblies thereof as is specifically set forth in
this Agreement. Mylex shall only be obligated to Dovatron for
components and sub-assemblies ordered by Dovatron, as specifically
provided in this Agreement, including, without limitation,
non-cancelable or non-returnable components or sub-assemblies, in
quantities essential to meet a then projected delivery date for the
related Product in the then most recent Forecast ("Permitted
Components"). Dovatron will give Mylex written notice, from time to
time, of the necessary advance order period for any component or
sub-assembly that must be ordered more than ninety (90) days prior to
receipt thereof by Dovatron and any material change in such advance
order period.
2.3 PURCHASE ORDER CONTENTS. Each purchase order shall contain the following
information:
A. Quantity and type of units of Product to be shipped.
B. Product unit price.
C. Product unit revision level.
D. Delivery schedule, by date, Product unit and quantity.
E. Packaging process and method.
F. Destination, carrier and other specific instructions.
2.4 RESCHEDULING OF RELEASED ORDERS. Mylex may reschedule delivery of units
of Products by sending Dovatron a written change order. Deliveries may
be rescheduled in accordance with the schedule shown below. Expediting
of delivery of a Product beyond the limitations specified in the schedule
below may only be made with the approval of each of the parties. Any
fees for such expediting, including resulting premium costs associated
with materials, labor or handling, must also be mutually agreed upon, in
writing, by the parties. Mylex may reschedule the delivery of any
Product unit only one time without Dovatron's agreement.
Number of Business Generic % Number of Business Configuration %
Days Advance Notice Reschedule Days Advance Notice Reschedule
------------------- ----------- ------------------- --------------
▇ - ▇▇ ▇▇▇▇ ▇ - ▇ ▇▇▇▇
▇▇ - 30 20% or less 6 - 10 20% or less
31 - 45 40% or less 11 - 20 40% or less
46 - 60 75% or less 21 - 25 75% or less
61 and up 100% or less 26 and up 100% or less
The rescheduling rights for configured Product provided above assumes
that Mylex has entered into a SIMM supply contract that is reasonably
acceptable to Dovatron.
2.5 IMPACT OF RESCHEDULING. With respect to any Products, and related
components, the rescheduling of which is beyond the limits specified in
Section 2.4, Mylex shall be responsible for (a) Dovatron's fully burdened
cost, as defined below and as quoted by Dovatron in Exhibit A hereto or
any amendments thereto, (b) work-in-progress in an amount to be
negotiated by the parties (not
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to exceed the quoted price of the finished Product), and (c) finished
Products at the quoted price in Exhibit A hereto or any amendments
thereto. Mylex's responsibility for Dovatron's inventory of
non-cancelable or non-returnable components for Products shall be as
provided in Section 2.8 below. After forty-five (45) days from
Dovatron's receipt of a generic Product at its Fremont, California
facility, but not earlier than the date by which a Product must be
completed to meet the delivery requirements of the applicable Forecast
(the "Required Completion Date"), inventory not ordered by Mylex will
be moved to an internal secured consigned inventory location and
billed to Mylex at prices or a formula to be agreed to by each of the
parties, each as set forth in Exhibit A hereto or any amendments
thereto, with payment terms as provided in 3.1. Dovatron shall give
Mylex prompt written notice of its receipt of a generic Product.
Inventory not consumed after forty-five (45) days in the consigned
inventory location will be the responsibility of Mylex and, five (5)
days after the end of such 45-day period, will be shipped from the
Dovatron location to the non-Dovatron location designated by Mylex, at
the expense of Mylex. Mylex will be billed the fully burdened cost,
as defined below and as quoted by Dovatron in Exhibit A hereto or any
amendment thereto, minus the amount billed (and paid) with respect to
the initial transfer of such inventory to the consigned inventory
location, with payment terms as provided in 3.1. Notwithstanding the
foregoing, Mylex, at its election, may choose, by written notice to
Dovatron, to have Dovatron hold any such inventory for up to an
additional forty-five (45) days upon the parties reaching a mutually
acceptable agreement with respect to an additional fee for Dovatron
providing such service. Dovatron's fully burdened cost for any
component or sub-assembly shall be its out-of-pocket cost to acquire
such item, plus XXX%, and its labor cost for the related Product as
quoted by Dovatron. Dovatron's fully burdened cost for any completed
or partially completed Products shall be its fully burdened cost for
the components and/or sub-assemblies actually used in such Product
plus Dovatron's labor costs directly attributable to the manufacture
of such Product. Such labor costs shall be calculated by Dovatron,
utilizing normal manufacturing industry practice for such
calculations. Dovatron shall provide Mylex with its written
calculation, in reasonable detail, of its fully burdened cost, in each
instance, and such calculation must be reasonably acceptable to Mylex.
2.6 ENGINEERING DESIGN CHANGES. If Mylex should request any engineering
change order for any Product, Dovatron will give Mylex written notice,
within three business days of receiving written notice at such request,
of the date by which, and at what cost, such engineering change order
could be implemented. Mylex shall be responsible for any increase in
such costs (net of any savings of costs), due to an engineering change
order, to which it agrees in writing.
2.7 QUALITY PROGRAM. Each of the parties shall comply with the quality
program requirements described in Exhibit C hereto.
2.8 CANCELLATIONS. In the event that Mylex wishes to cancel some quantity of
units of Products ordered pursuant to this Agreement, Dovatron, upon
receipt of such written notice of such cancellation, shall stop work on
such units of Products to the extent specified therein. Mylex's
termination liability for a cancellation shall be limited to the
following.
A. Payment for all units of Products delivered to Mylex, or in the
process of being delivered at the time, plus finished units of
Products in inventory prior to, and including, the
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effective date of cancellation, at then applicable unit prices
for such Products;
B. Payment for all work-in-process on units of Products based upon
percentage of completion, as reasonably determined by Dovatron and
written notice, in reasonable detail, of which is given to Mylex
within two business days of the effective date of cancellation,
multiplied by the then applicable unit price of such Products,
including units of Products which were in process prior to receipt
of notice of cancellation and that could not be completed by the
cancellation date. Mylex has the right to require Dovatron to
complete any such units on a reasonable schedule acceptable to
both of the parties.
C. Payment, at Dovatron's fully burdened cost (as defined above), for
components in-house and on order which cannot be canceled or
returned, provided that such components are Permitted Components.
D. Payment of any restocking charges, "▇▇▇▇-backs" and cancellations
charges received by Dovatron from suppliers for Permitted
Components and approved by Mylex.
Dovatron shall use its best efforts to minimize cancellations charges by
returning components for credit (with Mylex's approval), canceling
components on order and applying components to other Dovatron projects
(when possible, at the sole discretion of Dovatron) and minimizing all
work-in-process and finished goods in support of the final production
schedule. Upon payment of the cancellation charges for any completed
Products, work-in-process, or Permitted Components in-house or on order,
such items shall become the property of Mylex, F.O.B. Dovatron (at the
applicable Dovatron facility), and, at Mylex's election and expense,
shall be delivered to a location identified to Dovatron by Mylex or, at
Mylex's direction, disposed of by Dovatron.
2.9 NEW PRODUCTS/COST PERFORMANCE.
A. Quotations by Dovatron for new products will be developed by use
of the mutually agreed upon pricing model set forth on Exhibit A
hereto. Each such quotation requested by Mylex shall be provided
to Mylex on an expeditious basis. Each of the parties shall
jointly develop a mutually agreeable quality program for each new
product.
B. During each calendar quarter, beginning with the second quarter of
1999, the parties will jointly review overall cost and volume
performance of Dovatron and Mylex, respectively, and other
performance parameters to be mutually agreed upon by the parties.
The pricing model referenced in subparagraph A above shall be
jointly reviewed by the parties at an agreed upon frequency and
may be modified with the mutual agreement of the parties.
2.10 APPROVAL OF LOCATION. Mylex shall have the right to approve each
location at which Dovatron is providing any of its services hereunder.
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SECTION 3.0 PAYMENT AND SHIPPING TERMS
3.1 INVOICES AND PAYMENT.
A. Dovatron shall invoice Mylex upon shipment of configured Product.
Payment for such Product is due net thirty (30) days from date of
shipment and may be made by check or wire transfer. Should Mylex
fail to make payment within thirty (30) days after date of
invoice, Dovatron may, at its option, if it gives Mylex written
notice, in reasonable detail, of such failure and Mylex does not
cure such failure within five (5) business days of its receipt of
such notice, (i) cease shipments to Mylex and/or (ii) make some or
all future shipments C.O.D. Daily interest at the rate of 1.5%
per month shall accrue and be charged, until paid, on all payments
not received by Dovatron within such thirty (30) day period.
B. Each of the parties will meet weekly to resolve any outstanding
shipment or payment disputes in order to ensure timely resolution
of such disputes. Any party disputing a shipment or payment shall
promptly describe such dispute in writing, in reasonable detail,
and provide such description to the other party.
C. Products that have been in inventory in excess of forty-five (45)
days after the Required Completion Date shall be paid for as
provided in this paragraph. Dovatron will provide Mylex with a
written listing, in reasonable detail, of all such Products,
including its applicable purchase price. Mylex shall pay Dovatron
for such Products within ten (10) days of its receipt of the
listing for such Products; provided, however, Mylex may, to the
extent applicable, set off any such payment against amounts owed
to Mylex by Dovatron pursuant to this Agreement.
3.2 PACKAGING AND SHIPPING. Dovatron shall package each unit of Product to
Mylex's specifications, or, if not specified by Mylex, to good commercial
standards. All shipments made by Dovatron to Mylex or a customer of
Mylex shall be F.O.B. Dovatron shipping point. Title and risk of loss or
damage to a Product shall pass from Dovatron to Mylex upon delivery of
such Product to the F.O.B. shipping point. Shipments to Mylex or its
customer will be made in accordance with Mylex's specific routing
instructions, including method of carrier to be used.
3.3 SECURITY INTEREST. Dovatron reserves a purchase money security interest
in each unit of the Products produced pursuant to this Agreement in the
amount of the purchase price therefor. This interest will be satisfied
by payment in full for such units of the Products. Mylex agrees to
execute, and to allow Dovatron to file, any and all documents, including,
without limitation UCC documents, as may be reasonably necessary to
perfect such purchase money security interest.
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SECTION 4.0 WARRANTY
4.1 WARRANTY. Dovatron warrants to Mylex that each of the Products
manufactured, configured or tested by Dovatron will have been
manufactured, configured and tested in conformance with the
Specifications therefor and be free from defects in workmanship under
normal use and service for a period of one-hundred eighty (180) days
after shipment by Dovatron. Dovatron shall be responsible for
procurement of components, incoming inspection, and safe handling of
the components while in-house at Dovatron. Mylex shall be responsible
for the selection of all components, as well as ensuring the quality
of the vendors and the compatibility of the components. Mylex is also
responsible for designing a product which does not unduly stress the
components being used. Dovatron's obligation under this warranty is
limited to replacing, repairing, or issuing credit for any Products
that do not meet such Specifications or are defective in workmanship.
Dovatron shall repair or replace any such Product, and deliver the
repaired or replacement unit to Mylex, within twenty (20) days of
Dovatron's receipt of such Product. No units of Products for which
action may be required under this warranty shall be returned to
Dovatron's manufacturing facility, F.O.B. Mylex, without an
accompanying Dovatron supplied Returned Materials Authorization
number, which Dovatron shall grant on request and Mylex showing a
reasonable basis for such return. In the event a returned unit of a
Product is found not to meet such Specifications or to be defective in
workmanship, Dovatron shall be responsible for the cost of shipping
such unit of Product to Dovatron and back to Mylex or its customer.
If a returned unit of Product is not so found, Mylex shall be
responsible for such costs of shipping. Mylex will cooperate with
Dovatron in its efforts to determine whether a defect in a unit of
Product exists and to repair any defective unit of Product. Dovatron
shall assign to Mylex any warranties for components or sub-assemblies
it purchases under this Agreement and cooperate with Mylex in its
efforts to exercise its rights under such warranties.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR PARTICULAR PURPOSE AND FOR ALL OTHER OBLIGATIONS OR
LIABILITIES ON DOVATRON'S PART.
DOVATRON NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR
DOVATRON ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF PRODUCTS TO
MYLEX OR ITS CUSTOMERS. THIS WARRANTY SHALL NOT APPLY TO ANY UNITS OF
PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED OTHER THAN BY DOVATRON
OR WHICH SHALL HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE, OR ACCIDENT.
DOVATRON IS NOT LIABLE FOR PERSONAL INJURY RESULTING DIRECTLY OR
INDIRECTLY FROM THE DESIGN, MATERIAL, OPERATION OR INSTALLATION OF ANY
UNITS OF PRODUCTS, OTHER THAN FOR PERSONAL INJURY RESULTING SOLELY FROM
WORKMANSHIP.
NEITHER PARTY IS LIABLE FOR ANY INCIDENTIAL, CONSEQUENTIAL OR SPECIAL
DAMAGE OF ANY KIND WHATSOEVER IT MAY CAUSE, EVEN IF IT IS MADE AWARE OF
THE POSSIBLE OCCURRENCE OF ANY SUCH DAMAGE.
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SECTION 5.0 RESPONSIBILITY FOR ADDITIONAL COSTS AND EXCESS INVENTORY
5.1 EXCESS INVENTORY. In the event that Dovatron purchases or orders
non-cancelable or non-returnable components in order to meet Mylex's
requirements as set forth in any Forecast or purchase order, Mylex
shall be required to purchase the unused portion of such components
from Dovatron upon demand if (i) Mylex fails to purchase units of
Products, including such components, in accordance with such Forecast
or purchase order, and (ii) Dovatron cannot otherwise use such
components at no cost to it, other than the purchase price therefor.
Mylex will pay for such inventory in the amounts and at the times
contemplated by Section 2.5.
5.2 COST ADJUSTMENTS. Product pricing shall remain firm for units of
Products on Mylex purchase orders received by Dovatron, except as
follows:
A. The quoted cost of all components and sub-assemblies in each
Product subject to this Agreement is or will be set forth on
Exhibit A or an amendment thereto. In the event there is an
increase or decrease in the cost of a component or
sub-assembly, or the labor content (as normally defined in the
manufacturing industry), of a Product (which has not been
ordered as of such increase or decrease) which affects the
purchase price of such Product, Dovatron shall document such
increase or decrease in costs and provide such information to
Mylex in writing, in reasonable detail, within five (5)
business days of Dovatron becoming aware of such increase or
decrease. In the case of an increase, both parties may
mutually pursue alternative pricing in order to retain the
original cost. If such an alternative cannot be attained
within a reasonable period of time, the purchase prices in
Exhibit A for units of the affected Product shall be adjusted
to reflect the actual amount of such increase. No increase or
decrease in such costs for a Product shall be passed on to
Mylex unless and until the aggregate changed costs for such
Product, after taking into account all increases and decreases
in such costs not previously made, exceeds one percent of the
then purchase price of such Product. As appropriate in the
circumstances, as determined by Mylex in its sole discretion,
Mylex will commit such engineering resources as may be
necessary to qualify an alternative source component if its
preliminary review of the engineering specifications for such
alternative source component shows that it provides enhanced
management of supply or cost improvements or adequately
addresses any end-of-life issues for a then utilized component.
B. Mylex will be responsible for costs and expenses of Dovatron
specified below not included in the purchase price for a Product,
and shall pay for such costs and expenses within thirty (30) days
of receiving an invoice therefor, where the cause is due to any of
the following actions by Mylex:
1. Overtime charges and other actual out-of-pocket expenses
approved by Mylex and incurred as a result of material
delays in the normal production or material interruption in
the work flow process where such delays or interruptions
are caused by: (a) Mylex changes in specifications or
product test which impact a build in progress; or (b)
Mylex's failure to provide sufficient quantities or a
reasonable quality level of consigned components where
necessary to sustain the
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required production schedule.
2. Any Permitted Component that is rendered obsolete as a
result of a Mylex engineering, field, manufacturing,
design, test, or other change. Such obsolete inventory
shall be invoiced to Mylex at its fully burdened cost, as
defined above. Each such component shall be packaged and
delivered to Mylex by Dovatron, F.O.B. Dovatron shipping
point, within thirty (30) days of the change effective date
and invoiced as of the shipment date thereafter.
3. Out-of-pocket expenses incurred due to extraordinary
packaging requirements imposed by Mylex.
4. Any expedite fees referenced in Section 2.4 above.
SECTION 6.0 FUNCTIONAL TEST
A. Mylex will provide to Dovatron, for its use and at Mylex's
expense, appropriate functional test equipment, as may be mutually
agreed upon by Mylex and Dovatron from time to time, reasonably
necessary to allow Dovatron to meet all product and production
commitments of Dovatron under this Agreement. Mylex will also
provide, at its expense, the technical support and maintenance to
ensure all such functional test equipment is kept in proper
working order. Dovatron will ensure that adequate physical asset
controls for such equipment are continually maintained and the
equipment is used for the purposes contemplated by this Agreement
and in compliance with the manufacturer's specifications for such
usage. If Dovatron is negligent in the use or care of any of such
equipment, or breaches any of its obligations with respect to such
equipment, it will be responsible for the cost of repair or
replacement of such equipment.
B. Mylex will be responsible to pay the fully burdened cost, as
defined above, of each generic Product that does not pass
functional or configuration testing but passes in-circuit testing
and complies with all Mylex and IPC 610 class 2 specific
requirements. Dovatron will engage in best efforts to debug any
failed Product and will run the failed Product through its process
(i.e., rework/test) three times in a thirty (30) day period.
Mylex will be promptly notified of the results of each such
rework/test. Each Product(s) that fails to pass such testing,
after such three rework/tests, will be delivered to Mylex and
billed to Mylex pursuant to the terms of this Agreement. If
subsequent analysis by Mylex shows that the failure of a Product
was a result of Dovatron's manufacturing, including without
limitation, configuration process, Dovatron will release an RMA
for such Product(s) and promptly refund to Mylex its payment for
such Product upon its receipt of such Product(s) from Mylex.
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SECTION 7.0 TERM AND TERMINATION
7.1 TERM AND TERMINATION. The initial term of this Agreement shall commence
on the effective date hereof and extend for five (5) years thereafter,
with automatic one year renewals unless terminated according to one or
more of the following provisions:
A. At any time upon the mutual written agreement of both parties;
B. At the end of the first one-year term hereof, or any subsequent
one-year term, by either party upon written notice of termination
to the other party received not less than sixty (60) days prior to
the expiration of any such term;
C. By either party, following a material breach of this Agreement by
the other party and the breaching party's failure to cure such
breach within thirty (30) days of it receiving written notice of
such breach; and
D. By either party upon the other party seeking an order for relief
under the bankruptcy laws of the United States or similar laws of
any other jurisdiction, a composition with or assignment for the
benefit of creditors, or dissolution or liquidation.
Notwithstanding any possible implication to the contrary herein or as a
result of the course of conduct or past relationship of the parties,
either party may terminate this Agreement pursuant to subparagraph B
above with or without cause and neither party presently has a right to
have this Agreement continue in effect for any period other than as
specified in subparagraph B above, subject to subparagraphs C and D
above.
7.2 EFFECT OF TERMINATION. Upon any such termination by Dovatron or any such
termination by Mylex pursuant to subsection A or B above, Mylex shall be
liable for any cancellation according to Section 2.8 above. Furthermore,
in the event Mylex terminates this Agreement pursuant to subsection C
above as a result of a material breach by Dovatron of any of its
obligations hereunder with respect to Products subject to a Purchase
Order, Mylex shall be liable for any cancellation according to Section
2.8 above other than with respect to such Purchase Order, any units of
any of the Products covered by such Purchase Order (whether or not
subject to such Purchase Order), and any work-in-process with respect to
any of such Products that meets acceptable quality standards.
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SECTION 8.0 INDEMNIFICATION
8.1 PRODUCT INDEMNIFICATION. Mylex agrees that it will indemnify Dovatron
against any and all claims, liabilities, damages or causes of action
(collectively, a "Claim") hereafter brought or asserted by any person or
entity arising out of the design, installation or use of any units of
Product(s) manufactured by Dovatron under this Agreement, except to the
extent such Claim results from such units of Product(s) not meeting their
specifications or being defective in workmanship. Such indemnification
obligation is conditioned upon Dovatron promptly notifying Mylex of any
such claim. Such indemnification shall include reasonable attorneys'
fees and other costs incurred by Dovatron in the defense of any Claim;
provided, however, Mylex shall have the right to defend any Claim with
its own counsel, which is reasonably acceptable to Dovatron.
8.2 PATENTS, COPYRIGHT, TRADE SECRET AND OTHER PROPRIETARY RIGHTS. Mylex
agrees to defend at its expense any suit brought against Dovatron based
upon a claim that finished Product(s) manufactured by Dovatron pursuant
to the terms and conditions of this Agreement infringes a patent,
copyright, trade secret or other proprietary right, foreign or domestic,
and to pay the amount of any settlement, or the costs and damages finally
awarded, with respect to such Claim, provided that Dovatron promptly
notifies Mylex of, and provides Mylex with reasonable assistance in the
defense of, any such Claim.
8.3 EMPLOYEE AND CONTRACTOR INDEMNIFICATION. Each of the parties agrees that
it will indemnify the other party against any and all Claims hereafter
brought or asserted by any person against the other party (a) relating to
any alleged or actual action or omission to act by the indemnifying party
arising from, or in connection with, such person's status as an employee
or independent contractor of the indemnifying person or the termination
of such status, (b) relating to any physical or other bodily injury
arising from, or in connection with, any alleged or actual act or
omission to act of the indemnifying party or any of its employees or
independent contractors, or (c) relating to any workers' compensation
claim made by an employee or independent contractor of the indemnifying
party resulting from any injury sustained by such person while employed
or retained by the indemnifying party.
SECTION 9.0 STAFFING, FACILITIES AND ASSETS
9.1 STAFFING. Certain Mylex employees, listed on Exhibit D hereto, will be
offered the opportunity to resign from Mylex and, upon such resignation,
will be hired by Dovatron in connection with this Agreement. Dovatron
expressly does not assume any existing employment contracts or
obligations with Mylex personnel. Mylex warrants that it has, or will,
satisfy all obligations to Mylex personnel terminated in connection with
this Agreement, at or prior to such termination. Except as provided
above in this section, each of the parties agrees not to solicit any
employees of the other party that are directly involved in the activities
of the other party in connection with this Agreement during the period
such employees are employed by the other party and for a period of one
hundred and eighty (180) days after the date of such employee's
termination of employment from the other party.
9.2 FACILITY. Contemporaneous with the effectiveness of this Agreement, the
parties have entered into
11
a Sublease of a portion of the premises presently leased by Mylex in
Fremont, California, from Mylex to Dovatron (the "Sublease"), a copy
of each of which is attached hereto as Exhibit E.
9.3 ASSETS. Dovatron may purchase from Mylex, on or before sixty (60) days
after the effective date of this Agreement, certain assets of Mylex (the
"Assets") pursuant to the terms of a Sale Agreement between the parties,
in form and content acceptable to the parties (the "Sale Agreement"). A
list of the Assets is set forth on Exhibit F hereto. Prior to any such
sale, Dovatron, which shall have the right to use the Assets through such
date, shall be responsible for the loss of, or any damage to (reasonable
wear and tear excepted), the Assets. If such sale is not consummated by
such date, Mylex shall have the right to immediately recover the
possession of, and sell, the Assets. Upon the expiration or termination
of this Agreement, Mylex shall have the right, but not the obligation, to
purchase from Dovatron all of the Assets then being used by Dovatron in
the performance of its obligations under this Agreement. The repurchase
price for such Assets, and the repurchase terms and conditions, will be
specified in the Sale Agreement.
SECTION 10.0 MISCELLANEOUS
10.1 ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
between the parties with respect to the transactions contemplated hereby
and supersedes all prior agreements and understandings between the
parties relating to such transactions. The exhibits attached hereto are
considered to be a part of this Agreement; provided, however, to the
extent there is a conflict between any term of this Agreement and any
term on the face of a purchase order or any other document utilized by
Mylex to order Products hereunder, such term of this Agreement shall
govern.
10.2 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns. Neither party hereto shall in any way sell, transfer, assign,
or otherwise dispose of any of the rights, privileges, duties and
obligations granted or imposed upon it under this Agreement; provided,
however, that Dovatron shall have the right to assign its rights, duties
and responsibilities under this Agreement to an affiliate of Dovatron;
provided further, however, Dovatron shall remain obligated under this
Agreement and Mylex shall have the right to approve any change of the
manufacturing facility for any Product. An affiliate of Dovatron means
any corporation, partnership or other business entity which controls, is
controlled by, or is under common control with Dovatron.
10.3 SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, except in those instances where removal or
elimination of such invalid, illegal, or unenforceable provision or
provisions would result in a failure of consideration under this
Agreement, such invalidity, illegality or unenforceability shall not
affect any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never been
contained herein.
10.4 FORCE MAJEURE. Neither party shall be liable to the other for any delay
in performance or failure to perform, in whole or in part, due to labor
dispute, strike, war or act of war (whether an actual declaration is made
or not), insurrection, riot, civil commotion, act of public enemy,
accident, fire,
12
flood, or other act of God, act of any governmental authority,
judicial action or similar causes beyond the reasonable control of
such party. If any event of force majeure occurs, the party affected
by such event shall promptly notify the other party of such event and
take all reasonable actions to avoid the effect of such event.
10.5 INDEPENDENT CONTRACTOR. Dovatron and Mylex are and shall be independent
contractors to one another, and nothing herein shall be deemed to cause
this Agreement to create an agency, partnership, or joint venture between
the parties.
10.6 DISPUTES. All disputes and controversies of every kind and nature
between the parties arising out of or in connection with the
existence, construction, validity, interpretation, or meaning,
performance, non-performance, enforcement, operation, breach,
continuance, or termination of this Agreement shall be submitted to
binding arbitration, pursuant to the Rules of the American Arbitration
Association, before a single arbitrator in Alameda County, California.
In the event the parties cannot agree on the arbitrator, then an
administrator of the American Arbitration Association shall select an
appropriate arbitrator from among arbitrators of the Association with
experience in manufacturing disputes for technology products.
10.7 JURISPRUDENCE. This Agreement will be governed by and construed in
accordance with the laws of California.
10.8 EXHIBITS. Each exhibit hereto is incorporated herein by this reference.
The parties may amend any exhibit from time-to-time by entering into a
separate written agreement, referencing such exhibit and specifying the
amendment thereto, signed by an authorized employee of each of the
parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
Dovatron International, Inc. Mylex Corporation
By: /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------- ------------------------------
Name (type or print) Name (type or print)
President Dovatron Intl. Vice President Finance & CEO
--------------------------------- ------------------------------
Title Title
Date: February 9, 1999 Date: February 5, 1999
--------------------------------- ------------------------------
13
Exhibit A
DOVATRON MANUFACTURING COLORADO
MYLEX QUOTE SUMMARY
27-JAN-99
Exhibit A
-----------------------------------------------------------------------------------------------------
ORIGINAL
QUOTED QUOTED RAW MATERIAL MATERIAL MATERIAL
PART NUMBER DESCRIPTION VOLUME VOLUMES COST ▇▇▇▇-UP ▇▇▇▇-UP%
-----------------------------------------------------------------------------------------------------
▇▇-▇▇▇▇▇▇-▇▇ PG 1 chnl XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ PG 2 chnl XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ PG 3 chnl XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ PR XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Jaguar XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Apple BBU XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Apple BBU XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Apple BBU XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Apple BBU XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Little Apple 1 XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Little Apple 2 XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Little Apple 3 XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Jaguar plus XXX XXX $XXX $XXX XXX
▇▇-▇▇▇▇▇▇-▇▇ Tomcat XXX XXX $XXX $XXX XXX
D040395 PDU 1 chnl XXX XXX $XXX $XXX XXX
D040396 PDU 2 chnl XXX XXX $XXX $XXX XXX
D040397 PDU 3 chnl XXX XXX $XXX $XXX XXX
D040413 PJ-1 XXX XXX $XXX $XXX XXX
D040414 PJ-2 XXX XXX $XXX $XXX XXX
D040415 PJ-3 XXX XXX $XXX $XXX XXX
D040420 PG-1 XXX XXX $XXX $XXX XXX
D040421 PG-2 XXX XXX $XXX $XXX XXX
$XXX $XXX XXX
-------------------------------------------------------------------------------------------
TOTAL BOM
PART NUMBER COST ASSEMBLY COST ICT COST SELLING PRICE
-------------------------------------------------------------------------------------------
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
▇▇-▇▇▇▇▇▇-▇▇ $XXX $XXX $XXX $XXX
D040395 $XXX $XXX $XXX $XXX
D040396 $XXX $XXX $XXX $XXX
D040397 $XXX $XXX $XXX $XXX
D040413 $XXX $XXX $XXX $XXX
D040414 $XXX $XXX $XXX $XXX
D040415 $XXX $XXX $XXX $XXX
D040420 $XXX $XXX $XXX $XXX
D040421 $XXX $XXX $XXX $XXX
$XXX $XXX $XXX $XXX
PRICING WITH 30 DAY PAYMENT TERMS.
EXCLUDES FREMONT CONFIGURATION COSTS
PRICING BASED ON INDICATED VOLUMES AND SUBJECT TO CHANGE WITH CHANGES IN VOLUME
VOLUMES BASED ON CURRENT FORECASTED VOLUMES FROM MYLEX
PRICING TO BE EFFECTIVE NO EARLIER THAN Q-2
DOVATRON INTERNATIONAL
Mylex Configuration Quote Matrix
27-Jan-99
Assumptions:
Pricing based on 30 day payment terms.
Pricing based on Mylex supplied volumes and subject to change with volume
changes. Cycle times supplied by Mylex.
SIMM pricing provided by Mylex.
Overhead reflects facility related costs provided by Mylex.
Labor rates reflect actual wages, as supplied by Mylex, for employees
transferring to Dovatron. ▇▇▇▇-ups include XXX% on payroll related and XXX% on
other, excluding lease costs, which have no ▇▇▇▇-up.
Assumption of Mylex capital assets not to exceed $300,000.
--------------------------------------------------------------------------------------------------------------------
GENERIC CONFIG TOTAL
FAMILY NAME VOLUME BOARD TEST SOLDER LABEL PKG TIME INSPECTION LABOR OVERHEAD
--------------------------------------------------------------------------------------------------------------------
LITTLE APPLE XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
PT,PR,PTL,TC XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ALL BBU XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
PG & PJ XXX XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
PU XXX XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
S XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------- ---------
PKG CONFIGURATION
FAMILY NAME SIMM PRICE BURDEN OPTION PRICE
--------------------------------------------- ---------
LITTLE APPLE N/A XXX $XXX XXX $XXX
--------------------------------------------- ---------
PT,PR,PTL,TC 100045-60 4M XXX $XXX XXX $XXX
--------------------------------------------- ---------
10046-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100051-60 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100052-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100085-60 4M XXX $XXX XXX $XXX
--------------------------------------------- ---------
ALL BBU N/A $XXX XXX $XXX
--------------------------------------------- ---------
--------------------------------------------- ---------
PG & PJ 100045-60 4M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100046-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100051-60 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100052-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100067-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100068-60 128M XXX $XXX XXX $XXX
--------------------------------------------- ---------
PU 100024-60 4M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100026-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100030 4M EDRAM XXX $XXX XXX $XXX
--------------------------------------------- ---------
100031 8M EDRAM XXX $XXX XXX $XXX
--------------------------------------------- ---------
S 100024-60 4M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100026-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
--------------------------------------------------------------------------------------------------------------------
SUI XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
SX XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
SXI XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
SF XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
SFI XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
FL XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
SS XXX XXX XXX XXX XXX XXX XXX
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------- ---------
SUI 100024-60 4M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100026-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
SX 100047-60 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100048-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100049-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100050-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100063-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
SXI 100047-60 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100048-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100049-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100050-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100063-60 8M XXX $XXX XXX $XXX
--------------------------------------------- ---------
SF 100080-60 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100081-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100082-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100083-60 128M XXX $XXX XXX $XXX
--------------------------------------------- ---------
SFI 100072-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
▇▇ ▇▇▇▇▇▇-▇▇ 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100081-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100082-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100083-60 128M XXX $XXX XXX $XXX
--------------------------------------------- ---------
SS 100080-60 16M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100081-60 32M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100082-60 64M XXX $XXX XXX $XXX
--------------------------------------------- ---------
100083-80 128M XXX $XXX XXX $XXX
--------------------------------------------- ---------
EXHIBIT F
MYLEX - MOVING DATA -> SMARTER
LISTS OF ASSETS AS OF 12/02/98
-----------------------------------------------------------------------------------------------------------------------
QTY DESCRIPTION LOCATION TAG # FMV/EACH TOTAL
-----------------------------------------------------------------------------------------------------------------------
14 CUBICLES CUBICLE NONE 1,200.00 16,800.00
1 PC SYSTEMS (100 MHZ) SUDHA CUBICLE 2588, 2588A 500.00 500.00
1 PC SYSTEMS (100 MHZ) TIEN / ▇▇▇▇▇ CUBICLE 1246, 1246A 500.00 500.00
1 PC SYSTEMS (100 MHZ) ▇▇▇▇▇ CUBICLE 2593, 2593A 500.00 500.00
1 PC SYSTEMS (100 MHZ) ▇▇▇▇▇▇▇ CUBICLE 2594, 2594A 500.00 500.00
1 PC SYSTEMS (100 MHZ) ▇▇▇▇▇ CUBICLE 2595, 2595A 500.00 500.00
1 PC SYSTEMS (100 MHZ) ▇▇▇▇▇▇▇ CUBICLE 1231, 1231A 500.00 500.00
1 OSCILLOSCOPES (TAKTRONIX 2236) DEBUG 1521 400.00 400.00
1 OSCILLOSCOPES (TAKTRONIX 2236) DEBUG 1521A 400.00 400.00
1 OSCILLOSCOPES (TAKTRONIX 2236) DEBUG 1521B 400.00 400.00
1 OSCILLOSCOPES (TAS 465) DEBUG 1521D 300.00 300.00
1 466 STORAGE OSCILLOSCOPE DEBUG 959 600.00 600.00
1 MICROSCOPES (LEICA) RAID / SCSI 2596 800.00 800.00
1 MICROSCOPES (LEICA) RAID / SCSI 1506D 800.00 800.00
1 MICROSCOPES (LEICA) RAID / SCSI 2597 800.00 800.00
1 MICROSCOPES (LEICA) RAID / SCSI 2598 800.00 800.00
1 MICROSCOPES (LEICA) RAID / SCSI 1506C 800.00 800.00
1 MICROSCOPES (LEICA) RAID / SCSI 2600 800.00 800.00
1 MICROSCOPE (BAUSH & LOMB) RAID / SCSI 2599 800.00 800.00
1 MICROSCOPE (BAUSH & LOMB) DEBUG 1506B 800.00 800.00
1 MICROSCOPE (LEICA) FGI 800.00 800.00
1 WASH MACHINE (ELECTROVERT H500) WASH AREA 2774 8,000.00 8,000.00
82 METAL CARTS W/SHELVES ALL MFG 75.00 6,150.00
8 2' X 5' ESD SHELVES DEBUG 60.00 480.00
32 4' X 2' NONE ESD SHELVES FGI 40.00 1,280.00
360 2' X 3' ESD PADDED SHELVES FGI 60.00 21,600.00
12 2' X 3' NONE ESD SHELVES FGI 40.00 480.00
5 2' X 5' ESD PADDED SHELVES FGI 60.00 300.00
347 4' X 2' ESD PADDED SHELVES FGI 60.00 20,820.00
Page 1
EXHIBIT F
MYLEX - MOVING DATA -> SMARTER
LISTS OF ASSETS AS OF 12/02/98
-----------------------------------------------------------------------------------------------------------------------
QTY DESCRIPTION LOCATION TAG # FMV/EACH TOTAL
-----------------------------------------------------------------------------------------------------------------------
70 3' X 2' NONE ESD SHELVES MEM ROOM 40.00 2,800.00
28 4' X 2' NON ESD SHELVES MEM ROOM 40.00 1,120.00
28 4' X 2' NONE ESD SHELVES MEM ROOM 40.00 1,120.00
17 4' X 2' ESD SHELVES MEM ROOM 60.00 1,020.00
30 NONE ESD SHELVES MRB 40.00 1,200.00
40 ESD SHELVES MRB 60.00 2,400.00
325 4' X 2' SHELVES STCK 40.00 13,000.00
443 3' X 2' ESD SHELVES (KEEP 50) STCK 60.00 26,580.00
12 WOOD 8.5'*2 SHELVES STCK 40.00 480.00
16 4' X 2' SHELVES W/H & REC. 40.00 640.00
5 2' X 3' NONE ESD SHELVES WASH AREA 40.00 200.00
4 2' X 6' BENCH DEBUG 150.00 600.00
1 5' BENCH FGI 70.00 70.00
2 2' X 5' BENCH FT/HBA 150.00 300.00
16 2' X 8' BENCH FT/HBA 150.00 2,400.00
25 2' X 5' BENCH RAID / SCSI 150.00 3,750.00
26 2' X 6' BENCH RAID / SCSI 150.00 3,900.00
8 2' X 8' BENCH RAID / SCSI 150.00 1,200.00
4 5' X 32" BENCHES NONE ESD PAD SHPG 70.00 280.00
14 5' X 32" BENCHES W/ ESD PAD SHPG 70.00 980.00
6 8' BENCH W/ ESD PAD STCK 70.00 420.00
6 8' X 3' WORK BENCHES W/ESD PADDED W/H & REC. 70.00 420.00
▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇/▇▇▇ ▇▇▇▇ 400.00 400.00
▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇/▇▇▇ ▇▇▇▇ 400.00 400.00
5 2' X 5' TABLE FT/HBA 150.00 750.00
18 2' X 5' TABLE RAID / SCSI 150.00 2,700.00
4 2' X 8' TABLE RAID / SCSI 150.00 600.00
47 CHAIRS ALL MFG 20.00 940.00
6 CHAIRS FGI 20.00 120.00
1 ARMED CHAIR MEM ROOM 40.00 40.00
2 CHAIR MRB 20.00 40.00
19 CHAIRS STCK 20.00 380.00
Page 2
EXHIBIT F
MYLEX - MOVING DATA -> SMARTER
LISTS OF ASSETS AS OF 12/02/98
-----------------------------------------------------------------------------------------------------------------------
QTY DESCRIPTION LOCATION TAG # FMV/EACH TOTAL
-----------------------------------------------------------------------------------------------------------------------
6 2 DOORS METAL CABINETS CUBICLE 30.00 180.00
2 2 DOORS METAL CABINETS DEBUG 30.00 60.00
1 4 DRAWER CABINET DEBUG 30.00 30.00
2 2 DRAWER CABINETS DEBUG 30.00 60.00
2 1 DRAWER CABINETS DEBUG 30.00 60.00
1 11/2' X 3' 2 DRAWER CABINET DEBUG 30.00 30.00
1 5 DRAWER FILE CABINET MRB 30.00 30.00
2 METAL CABINET MRB 30.00 60.00
2 FILE CABINET ( LETTER SIZE ) MRB 30.00 60.00
2 4 DRAWER CABINETS RAID / SCSI 30.00 60.00
▇ ▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) RAID / SCSI 30.00 30.00
11 2 DRAWER CABINETS RAID / SCSI 30.00 330.00
2 1 DRAWER CABINETS RAID / SCSI 30.00 60.00
1 METAL CABINET SHPG 30.00 30.00
3 METAL CABINETS W/H & REC. 30.00 90.00
6 FILE CABINETS W/H & REC. 30.00 180.00
1 CHEMICAL CABINET WASH AREA 150.00 150.00
1 7' X 3' METAL RACKS FGI 60.00 60.00
1 7' X 4' METAL RACK FGI 60.00 60.00
1 7' X 5' METAL RACKS FGI 60.00 60.00
38 7'10" X 3' METAL RACKS FGI 60.00 2,280.00
31 8' X 4' METAL RACKS FGI 60.00 1,860.00
12 3' X 8' METAL RACKS MEM ROOM 60.00 720.00
2 4' x 6' METAL RACKS MEM ROOM 60.00 120.00
7 4' x 7' METAL RACKS MEM ROOM 60.00 420.00
12 7' 10" x 3' METAL RACKS MEM ROOM 60.00 720.00
13 4' X 7' METAL RACKING MRB 60.00 780.00
15 7' X 4' METAL RACKING SHPG 60.00 900.00
3 7' X 5' METAL RACKING SHPG 60.00 180.00
4 12' X 8.5' RACKS STCK 60.00 240.00
4 7' X 3' METAL RACKS STCK 60.00 240.00
24 7' X 4' METAL RACKS STCK 60.00 1,440.00
68 7'10" X 3' METAL RACKS (KEEP 10) STCK 60.00 4,080.00
4 7' X 4' METAL RACKING W/H & REC. 60.00 240.00
EXHIBIT F
MYLEX - MOVING DATA -> SMARTER
LISTS OF ASSETS AS OF 12/02/98
-----------------------------------------------------------------------------------------------------------------------
QTY DESCRIPTION LOCATION TAG # FMV/EACH TOTAL
-----------------------------------------------------------------------------------------------------------------------
2 PRINTERS (HP LASERJET 5L) ▇▇▇▇▇ / ▇▇▇▇▇ CUBICLE 150.00 300.00
1 PRINTERS (HP LASERJET 6L) ▇▇▇▇▇ T CUBICLE 150.00 150.00
1 PRINTERS (HP LASERJET IIP PLUS) ▇▇▇▇▇ P CUBICLE 75.00 75.00
1 OKIDATA PRINTER (MODEL# OL410E) MRB 75.00 75.00
1 PRINTER ( HP 2563C ) - 1148 SHPG 300.00 300.00
1 PRODIGY PLUS LABEL PRINTERS W/MONITORS SHPG 500.00 500.00
1 PRODIGY PLUS LABEL PRINTERS W/MONITORS SHPG 500.00 500.00
1 EPSON LQ570 PRINTER SHPG 150.00 150.00
1 HP LASERJET 5L PRINTER W/H & REC. 924 150.00 150.00
3 WOODEN BOOK CASES CUBICLE 30.00 90.00
1 3 STEP LADDER FGI 30.00 30.00
2 DESKS FGI 70.00 140.00
1 486 SYSTEM W/ "JOUCH" MONITOR MRB 300.00 300.00
1 BOOK CASE (METAL) FGI 30.00 30.00
1 MAGNIFYING LIGHT FGI 20.00 20.00
1 DATAMAX THERNAL LABEL PRINTER SHPG 1,500.00 1,500.00
1 EPROM LEAD FORMING (HEPCO) FT/HBA 75.00 75.00
1 EPROM LEAD FORMING FT/HBA 75.00 75.00
1 STRAP MACHINES SHPG 200.00 200.00
1 STEP LADDER (3 STEPS) MRB 30.00 30.00
1 486 SYSTEM W/ "JOUCH" MONITOR MRB 300.00 300.00
11 MAGNIFYING LAMPS RAID / SCSI 20.00 220.00
1 LABEL MACHINE WITH PC SYS - 1268 RAID / SCSI 2,000.00 2,000.00
1 486 COMPUTERLAND SYSTEM SHPG 300.00 300.00
1 BETTER PACK ▇▇▇ ▇ - ▇▇▇ SHPG 956 200.00 200.00
1 ESD TESTER SHPG 983 100.00 100.00
1 HP FAX - MODEL 750 SHPG 300.00 300.00
1 SHRINK WRAP MACHINE SHPG 1,500.00 1,500.00
1 FORKLIFT CHARGER SHPG - -
3 PALLET RACKINS SETIONS SHPG 200.00 600.00
2 BETTER PACK 333 SHPG 2480&2490 150.00 300.00
3 PALLET RACKINS SETIONS SHPG 2498 200.00 600.00
1 SYS GATEWAY 2000 SHPG 2494/2494A 500.00 500.00
2 HAND PALLET JACE SHPG 200.00 400.00
Page 4
EXHIBIT F
MYLEX - MOVING DATA -> SMARTER
LISTS OF ASSETS AS OF 12/02/98
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QTY DESCRIPTION LOCATION TAG # FMV/EACH TOTAL
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1 ELECTRIC PALLET ▇▇▇▇ SHPG 1,500.00 1,500.00
2 MAGNIFYINGS LIGHT STCK 20.00 40.00
1 PC UNIDENTFIED TYOE W VIEWSONIC MONITOR STCK 2500 300.00 300.00
1 SCALE STCK 500.00 500.00
1 SMD REEL COUNTER V- TEK STCK 1520 300.00 300.00
17 METAL CARTS (KEEP 5) STCK 75.00 1,275.00
1 VACCUME SEALER (2100R) STCK 3,500.00 3,500.00
1 ▇▇▇▇▇ - FORKLIFT ( 9459PR ) W/H & REC. 20,000.00 20,000.00
1 EMPAC SYSTEM W/ MONITOR W/H & REC. 2486 500.00 500.00
1 EMPAC SYSTEM W/ MONITOR (VIEW SONIC) W/H & REC. 2488 500.00 500.00
1 HP VECTRA SYSTEM W/ MONITOR W/H & REC. 2485 500.00 500.00
2 LADDERS W/H & REC. 300.00 600.00
28 SECTIONS OF PALLET RACKING W/H & REC. 50.00 1,400.00
4000 BOARD RACKS (BLACK) WASH AREA 8.00 32,000.00
TOTAL 250,285.00
20,648.51
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GRAND TOTAL 270,933.51
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