EXHIBIT 10.50
Bump Chip Carrier (called "BCC" in this Agreement) LICENSE AGREEMENT
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THIS BCC LICENSE AGREEMENT (hereinafter called "Agreement") made and entered
into as of the 27th day of August, 2001 by and between: FUJITSU LIMITED, a
Japanese corporation, having its principal place of business at 00, Xxxxxxxxx
Xxxxxxx, Xxxxx 000-0000, Xxxxx and (hereinafter called "FUJITSU"), and ChipPAC,
Inc, a corporation, having its principal place of business at 00000 Xxxx Xxxx,
Xxxxxxx, XX 00000, XXX. ("LICENSEE").
WITNESSETH THAT:
WHEREAS, LICENSEE desires to assemble and sell certain semiconductor devices
under certain patents and technical information of FUJITSU; and
WHEREAS, FUJITSU is willing to grant LICENSEE a license to assemble and sell
such semiconductor devices under certain patents and technical information of
FUJITSU, subject to the terms and conditions as hereinafter set forth;
NOW THEREFORE, in consideration of the above premises and mutual covenants
contained herein, both parties hereto agree as follows:
Article 1. Definitions
1.1 "BCC TECHNOLOGY" means the technology for assembling a semiconductor device
as specified in Exhibit A attached hereto.
1.2 "PIN COUNT" means the number of pins or similar external electrical
connecting means which are extended from the body of a semiconductor
device.
1.3 "LICENSED PRODUCT(S)" means a semiconductor device which uses BCC
TECHNOLOGY and PIN COUNT of which is less than one hundred (100).
1.4 "SUBSIDIARY(IES)" means any corporation, company or other entity more than
fifty percent (50%) of whose voting stock or other similar interests are
owned or controlled by either party hereto, directly or indirectly, now or
hereafter, but such corporation, company or other entity shall be deemed to
be a SUBSIDIARY only so long as such ownership or control exists.
1.5 "EFFECTIVE DATE" means the date when FUJITSU and LICENSEE mutually execute
this Agreement or the date when all the governmental authorizations if
required for the execution and performance hereof are obtained, whichever
date comes later.
1.6 "FUJITSU DELIVERABLES" means the documents written in English as set forth
in Exhibit B attached hereto.
1.7 "TRAINING" means a technical training of BCC TECHNOLOGY specified in
Exhibit C attached hereto.
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1.8 "FUJITSU KNOW-HOW" means any technique, know-how or other information
relating to BCC TECHNOLOGY, whether tangible or not, furnished or
disclosed by FUJITSU to LICENSEE hereunder.
1.9 "FUJITSU PATENTS" means all patents, utility models and applications
therefor directly and specifically covering to BCC TECHNOLOGY in all
countries of the world, which are issued, published or filed prior to the
EFFECTIVE DATE, in respect of which, as of EFFECTIVE DATE or thereafter
during the term of this Agreement, FUJITSU'S SEMICONDUCTOR GROUP owns or
controls, and has the right to grant licenses of the scope granted herein
without such grant resulting in the payment of royalties or other
consideration to third parties.
For the purpose of this Agreement, "FUJITSU'S SEMICONDUCTOR GROUP" means
the FUJITSU division within the Electronic Devices Sector that assembles
and/or develops products falling within the definition of LICENSED
PRODUCTS. This definition of FUJITSU'S SEMICONDUCTOR GROUP shall include
any FUJITSU future business unit derived therefrom, by separation or
merger, irrespective of appellation.
1.10 "FUJITSU TECHNOLOGY" means FUJITSU DELIVERABLES, FUJITSU KNOW-HOW and
FUJITSU PATENTS.
Article 2. Grant of License
2.1 Subject to the payment of the compensation under Article 4 below, FUJITSU
hereby grants to LICENSEE during the term of this Agreement a
non-transferable, non-exclusive and world-wide license, with the right to
grant sub-licenses only to LICENSEE's SUBSIDIARIES, under FUJITSU
TECHNOLOGY to assemble (but not to have assembled) LICENSED PRODUCTS ,
and to use, sell, lease or otherwise dispose of such LICENSED PRODUCTS
2.2 The license granted to LICENSEE under Article 2.1 above includes the
right of LICENSEE to use, improve or modify FUJITSU TECHNOLOGY for the
improvement or modification in LICENSED PRODUCTS relating to BCC
TECHNOLOGY.
2.3 LICENSEE and its SUBSIDIARIES sublicensed hereunder hereby grant to
FUJITSU a non-transferable, non-exclusive, world-wide and royalty-free
license to assemble LICENSED PRODUCTS, and to use, sell, lease or
otherwise dispose of such LICENSED PRODUCTS, under all patents, utility
models and applications therefor directly and specifically covering BCC
TECHNOLOGY in all countries of the world, which are issued, published or
filed prior to the date of termination or cancellation of this Agreement,
in respect of which, as of EFFECTIVE DATE or thereafter during the term
of this Agreement, LICENSEE may own or control such license, provided
they clearly do not include any FUJITSU TECHNOLOGY, shall continue for
the lives of said separate patents and utility models.
LICENSEE and its SUBSIDIARIES sublicensed hereunder hereby also grant to
FUJITSU the right to grant sub-license to FUJITSU's SUBSIDIARIES and the
third parties under the licenses granted to FUJITSU under this Article
2.3.
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2.4 It is confirmed by the parties hereto that no licenses or rights are
granted under this Agreement with regard to lead frames even though they
are used or to be used in assembling LICENSED PRODUCTS.
Article 3. Disclosure and Assistance
3.1 FUJITSU shall , without undue delay after the receipt of compensation by
LICENSEE pursuant to Article 4.1 a) (1) below, (i) furnish FUJITSU
DELIVERABLES to LICENSEE and (ii) discuss with LICENSEE and determine the
details of TRAINING.
3.2 LICENSEE may dispatch three (3) qualified engineers enough skilled and
experienced in assembling semiconductor devices for TRAINING pursuant to
the time schedule determined in Article 3.1 above.
3.3 FUJITSU shall provide for training staff and equipment(s) to the extent
FUJITSU considers it necessary for TRAINING.
3.4 LICENSEE acknowledges that TRAINING is given without any warranty by
FUJITSU.
3.5 LICENSEE shall bear all of traveling and living expenses and any other
expenses which may be incurred by LICENSEE's trainees.
3.6 In case that TRAINING does not proceed because of LICENSEE's negligence,
default, in-action or failure to act, FUJITSU shall disclaim all
responsibility for further providing TRAINING to LICENSEE under this
Agreement.
3.7 If LICENSEE wishes additional technical training of BCC TECHNOLOGY,
LICENSEE and FUJITSU shall discuss separately the terms and conditions of
such training.
3.8 FUJITSU shall grant LICENSEE a royalty-free and non-exclusive right to
reproduce, translate and/or revise, any documents containing FUJITSU
TECHNOLOGY in whole or in part subject to prior written consent of
FUJITSU; provided that LICENSEE acknowledges that the copyright and any
other proprietary right in or to such reproductions, translations and/or
revisions shall remain with FUJITSU and further that FUJITSU shall not be
responsible in any manner for whatever errors or omissions which may be
contained in such reproductions, translations and/or revisions. LICENSEE
shall affix the same copyright and other proprietary notices as contained
in the original FUJITSU TECHNOLOGY delivered to LICENSEE hereunder to all
reproductions, translations and/or revisions made by LICENSEE.
Article 4. Compensation
4.1 As the result of giving full regard to the facts that LICENSEE might
assemble LICENSED PRODUCTS for FUJITSU'S licensees of FUJITSU PATENTS
which are granted by FUJITSU the right to have LICENSED PRODUCTS
assembled under FUJITSU PATENTS, and that LICENSEE might assemble
LICENSED PRODUCTS for FUJITSU and for Licensee's customers, and in
consideration of the rights and licenses granted under Article 2 of this
Agreement, LICENSEE shall make the following non-refundable payments to
FUJITSU:
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a) Fixed Fee: [redacted*]
Licensee shall pay to FUJITSU the above fee of total [redacted*]
subject to the following three installments:
1) Initial payment: [redacted*] payable within thirty (30) days after
the EFFECTIVE DATE.
2) Second payment: [redacted*] payable at the end of the month
following the month when the cumulative number of PIN COUNT of
LICENSED PRODUCTS assembled by LICENSEE or its SUBSIDIARIES
sublicensed hereunder exceeds [redacted*].
3) Third payment: [redacted*]
payable at the end of the month following the month when the
cumulative number of PIN COUNT of LICENSED PRODUCTS assembled by
LICENSEE or its SUBSIDIARIES sublicensed hereunder exceeds
[redacted*]
b) Running Royalty:
Licensee shall pay to FUJITSU the running royalty of [redacted*]
multiplied by PIN COUNT of LICENSED
PRODUCTS assembled by LICENSEE or by its SUBSIDIARIES sublicensed
hereunder.
Notwithstanding the above herewith, the following reduced rate of the
running royalty may be applicable during the term of this Agreement
if and to the extent that the cumulative number of PIN COUNT of
LICENSED PRODUCTS assembled by LICENSEE or its SUBSIDIARIES
sublicensed hereunder, which cumulative number is calculated from the
EFFECTIVE DATE of this Agreement, achieves the following:
Cumulative number of PIN COUNT Reduced rate
------------------------------ ----------------------
Exceeding [redacted*] U.S. [redacted*]
Exceeding [redacted*] U.S. [redacted*]
After ten (10) years have passed from the Effective Date, LICENSEE
may assemble LICENSED PRODUCTS [redacted*] of the foregoing
running royalty so far as this Agreement is effective.
Notwithstanding the above, no royalty or other payment will be made
in the case of LICENSED PRODUCTS assembled for FUJITSU or its
SUBSIDIARIES.
4.2 The running royalty shall be computed semi-annually as of the last day of
June and December of each year and shall be paid to FUJITSU within thirty
(30) days after the respective dates.
4.3 LICENSEE shall, at the time of each payment of the running royalty,
submit to FUJITSU a royalty report, which shall describe the quantity of
LICENSED PRODUCTS assembled by LICENSEE or its SUBSIDIARIES sublicensed
hereunder and categorized by each package configuration, total
______________________
* Confidential treatment requested.
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numbers of PIN COUNT of such LICENSED PRODUCTS by each such
configuration, royalty amount, and tax withheld, for each six month
period and the cumulative number of PIN COUNT from the EFFECTIVE DATE.
Such royalty report shall be sent by LICENSEE to FUJITSU's address set
forth in Article 17 below. Licensee shall submit such royalty report even
in the event that no assembly of LICENSED PRODUCTS by and its
SUBSIDIARIES sublicensed hereunder takes place in a certain semi-annual
period
Article 5. Payment
5.1 Payments hereunder shall be made without deductions of taxes,
assessments, or other charges of any kind of which may be imposed on
FUJITSU by the Government of the United States of America or any
political subdivision thereof with respect to any amounts due to FUJITSU
pursuant to this Agreement, and such taxes, assessments or other charges
shall be paid by LICENSEE.
However, income taxes or taxes of similar nature imposed on FUJITSU on
account of the payment hereunder by the Government of the United States
of America or any political subdivision thereof and paid by LICENSEE for
the account of FUJITSU shall be deductible from the royalty payment due
to FUJITSU to the extent that such taxes are allowable as a credit
against taxes imposed on FUJITSU by the Government of Japan.
To assist FUJITSU in obtaining tax credit, LICENSEE shall furnish FUJITSU
with such evidence as may be required by taxing authorities of the
Government of Japan to establish that any such taxes have been paid and
are allowable as the said credit.
5.2 In the event that any payment under Article 4 above is not received by
the due date for payment, interest calculated from the due date of such
payment until full payment shall be charged on the overdue amount at the
rate equal to the prime rate of the CITIBANK N.A. in the United States on
the due date of such payment plus two percent (2%) per annum. The
foregoing payment of interest shall not affect FUJITSU's right to cancel
this Agreement in accordance with Article 11 below.
5.3 Any payment from LICENSEE to FUJITSU hereunder shall be made by means of
telegraphic transfer remittance in U.S. Dollars to:
Bank: The Dai-ichi Kangyo Bank Ltd., Head Office
0-0, Xxxxxxxxxx-xxx 0-xxxxx
Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx
Account Name: FUJITSU LIMITED
Account Number: 0000000
Article 6. Accounting and Audit
LICENSEE shall keep records of account for LICENSEE containing true and
accurate information details required for verification of the report
described in Article 4.3 for each and every semi-annual period set forth
in Article 4.3 for a period of three (3) years after the last day of such
semi-annual period. Upon request by FUJITSU or its nominee, LICENSEE
shall immediately disclose said records for inspection and answer any
questions from FUJITSU or such nominee. The cost of such inspection shall
be borne by FUJITSU unless such inspection reveals that LICENSEE has
underpaid
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the royalties due under this Agreement by three percent (3%) or more for
any semiannual period. In case of such underpayment, LICENSEE shall pay the
cost of such inspection and the deficiency plus the interest calculated in
accordance with Article 5.2 above.
Article 7. Warranty
Nothing contained in this Agreement shall be construed as:
a) a warranty or representation by FUJITSU as to the validity or scope of
any FUJITSU PATENTS;
b) conferring upon LICENSEE or its SUBSIDIARIES sublicensed hereunder any
license, right or privilege under any patents, utility models,
know-how or technical information except the licenses, rights and
privileges expressly granted hereunder;
c) a warranty or representation by FUJITSU that any acts licensed
hereunder will be free from infringement of patents, utility models,
or other intellectual property rights other than those under which
licenses, rights and privileges have been expressly granted hereunder;
d) an agreement to bring or institute actions or suits against third
parties for infringement or conferring any right to bring or institute
actions or suits against third parties for infringement;
e) conferring upon LICENSEE or its SUBSIDIARIES sublicensed hereunder any
right to use in advertising, publicity, or otherwise any trademark,
trade name or names, or any contraction, abbreviation or simulation
thereof, of FUJITSU; or
f) an obligation of FUJITSU to furnish any technical information or
know-how except the obligation expressly provided in this Agreement.
FURTHERMORE, FUJITSU PROVIDES LICENSEE THE FUJITSU DELIVERABLES, FUJITSU
KNOW-HOW AND TRAINING "AS IS" AND DOES NOT MAKE ANY WARRANTIES, WHETHER
EXPRESS, IMPLIED OR OTHERWISE, CONCERNING FUJITSU TECHNOLOGY INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR WARRANTIES OF FREEDOM FROM ERRORS OR DEFECTS.
Article 8 Confidential Information
8.1 LICENSEE shall use any technique, assembling know-how, and other
information, including FUJITSU TECHNOLOGY, furnished or disclosed to LICENSEE by
FUJITSU hereunder (hereinafter collectively called "FUJITSU CONFIDENTIAL
INFORMATION") only for the purpose of assembling LICENSED PRODUCTS. No
information shall be protected or treated as Fujitsu Confidential Information
hereunder, unless disclosed in accordance with the following procedures:
(a) if disclosed information is written, recorded, graphical or otherwise in a
tangible form it shall be labeled as "Proprietary," "Confidential," or with
a similar legend denoting confidentiality; and
(b) if information is orally and/or visually disclosed it shall be identified
as confidential at the time of its disclosure and a written memorandum
identifying such information in summary form and stating the same to be
confidential shall be delivered to recipient within thirty (30) days of the
oral or visual disclosure.
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Until the fifth (5th) anniversary date of the termination or cancellation
of this Agreement, LICENSEE shall keep and cause to be kept FUJITSU
CONFIDENTIAL INFORMATION in strict confidence from any third party.
LICENSEE shall not file any application for or obtain, any intellectual
property rights using or including FUJITSU CONFIDENTIAL INFORMATION,
without FUJITSU's prior written consent.
8.2 LICENSEE may disclose in whole or in part FUJITSU CONFIDENTIAL INFORMATION
to only its limited officers and employees who have a need-to-know. All
obligations on the part of LICENSEE stipulated in Article 8.1 hereof shall
extend to the officers and employees of LICENSEE who have access to FUJITSU
CONFIDENTIAL INFORMATION, and for the purpose LICENSEE shall take all
reasonable precautions in order to ensure the compliance of its obligation
under this Agreement.
8.3 Notwithstanding Article 8.1 above, LICENSEE may disclose FUJITSU
CONFIDENTIAL INFORMATION to LICENSEE's SUBSIDIARIES sublicensed hereunder,
only to the extent necessary for such SUBSIDIARIES to assemble LICENSED
PRODUCTS.
8.4 Each party hereto shall keep the existence and terms of this Agreement in
strict confidence, and shall not, directly or indirectly, disclose any of
the existence and terms of this Agreement to any third party except:
a) with the prior written consent of the other party;
b) to any governmental body having jurisdiction to request and to review
the same;
c) as otherwise may be required by law; or
d) to legal counsel representing the parties hereto.
8.5 In case FUJITSU or LICENSEE should sustain any damage due to causes
attributable TO OTHER PARTY under this AGREEMENT , THE OFFENDING PARTY
shall compensate THE OTHER PARTY for all losses, damages, costs, charges,
expenses and attorney fees, BUT SAID COMPENSATION NOT TO EXCEED [redacted*]
However, in no event will EITHER PARTIES be liable for any lost revenues,
lost profits, incidental, indirect, consequential, special or punitive
damages.
8.6 Notwithstanding the foregoing provisions of this Article 8, the following
information shall not be deemed FUJITSU CONFIDENTIAL INFORMATION:
a) Information that is in the public domain at the time of FUJITSU's
disclosure thereof to LICENSEE;
b) Information that falls into the public domain through no act or failure
to act on the part of LICENSEE subsequent to the time of FUJITSU's
disclosure thereof to LICENSEE;
c) Information that is already in the possession of LICENSEE at the time of
FUJITSU's initial disclosure thereof to LICENSEE;
d) Information that is independently developed by LICENSEE on or after
FUJITSU's disclosure thereof to LICENSEE; or
e) Information that is rightfully received by LICENSEE from any third party
and not under obligation of confidentiality on or after FUJITSU'S
disclosure thereof to LICENSEE.
Article 9. Most Favored Terms
____________________
*Confidential treatment requested.
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Each time FUJITSU or it's SUBSIDIARIES requests LICENSEE to assemble LICENSED
PRODUCTS for FUJITSU or such SUBSIDIARIES, LICENSEE shall give FUJITSU or such
SUBSIDIAIRIES a priority allocation for such LICENSED PRODUCTS under the most
favored price.
Article 10. Term and Termination
10.1 This Agreement shall come into force and effect on the EFFECTIVE DATE.
10.2 The term of this Agreement shall be five (5) years from the EFFECTIVEDATE.
10.3 Subsequent to the five (5) years set forth in Article 10.2 above, the term
of this Agreement shall be extended on annual basis, subject to the
governmental authorizations required for the extension, unless either
party hereto gives to the other party a notice to terminate this Agreement
in writing at least six (6) months prior to the end of the then current
five-years or one-year term of this Agreement.
10.4 Both parties hereto may terminate this Agreement at any time upon mutual
agreement for the purpose of mutual benefit of the parties.
Article 11. Cancellation of Agreement
11.1 Notwithstanding Articles 10.3 and 10.4 above, each party hereto may cancel
this Agreement forthwith by giving a written notice to the other party in
the event of one or more of the following:
a) the filing by such other party of a petition in bankruptcy or
insolvency;
b) the filing by any third party of a petition in bankruptcy or insolvency
against such other party, unless such filing is set aside, dismissed or
withdrawn or ceased to be in effect within thirty (30) days from the
date of such filing;
c) the filing by such other party of any legal action or document seeking
reorganization, readjustment or arrangement of such other party's
business under any law relating to bankruptcy or insolvency;
d) the appointment of a receiver or bankruptcy trustee for all or
substantially all of the property of such other party;
e) the making by such other party of any assignment for the benefit of
creditors;
f) the institution of any proceedings for the liquidation or winding up of
such other party's business or for the termination of its corporate
charter;
g) any important change affecting substantially the ownership or control
of such other party, including a change of major stock holder; or
h) failure to correct or cure any breach by such other party of any
covenant or obligation under this Agreement within thirty (30) days
after receipt by such other party of a written notice from the
first-mentioned party specifying such breach.
11.2 In addition to Article 11.1 above, in the event that:
a) LICENSEE comes under direct or indirect control by a third party;
b) LICENSEE consolidates with or merges with or into another corporation,
partnership, or other entity, whether or not LICENSEE is the surviving
entity of such transaction; or
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c) LICENSEE sells, assigns or otherwise transfers all or substantially all
of LICENSEE's assets or semiconductor assembly business to a third
party; and such event(s) is judged by FUJITSU after careful
consideration to be detrimental to FUJITSU, FUJITSU may cancel this
Agreement upon thirty (30) days' advance written notice to LICENSEE.
Article 12. Effect of Termination or Cancellation
12.1 All license and rights granted to LICENSEE under Article 2 hereof shall
cease on the date of termination or cancellation of this Agreement. (The
ceasing, under this Article 12.1, of the license and rights granted to
LICENSEE under Article 2 hereof is hereinafter called "LICENSE CEASING".)
12.2 In case of LICENSE CEASING, LICENSEE shall, in accordance with the
instruction of FUJITSU, promptly return to FUJITSU all tangible FUJITSU
TECHNOLOGY received from FUJITSU under this Agreement including all copies
thereof.
12.3 Upon termination or cancellation of this Agreement, any of LICENSED
PRODUCTS in the process of assembly hereunder shall be deemed as assembled
on the day of such termination or cancellation. Promptly, but not later
than thirty (30) days, after termination or cancellation of this
Agreement, LICENSEE shall pay the running royalty and send the final
royalty report to FUJITSU.
12.4 Notwithstanding the provision of Article 12.1 above, and subject to the
provisions of Article 12.3 above, LICENSEE may, after LICENSE CEASING,
assemble LICENSED PRODUCTS which are in the process of assembly, and use,
sell, lease or otherwise dispose of them subject to the after payment of
royalty described in Article 12.3.
12.5 No termination or cancellation of this Agreement shall release either
party from any liability which at the time of termination or cancellation
has already accrued, or shall in any way affect the survival of any right,
duty or obligation of either party which is contemplated to be performed
as of the date of or after such termination or cancellation.
Article 13. Export/Import License
LICENSEE shall ensure that the distribution, export and import of FUJITSU
TECHNOLOGY or LICENSED PRODUCTS are in compliance with all laws, regulations,
orders or other restrictions of the government(s) of Japan, the United States of
America and/or other countries from which FUJITSU TECHNOLOGY or LICENSED
PRODUCTS are exported by LICENSEE . LICENSEE agrees that LICENSEE shall not
export or re-export any FUJITSU TECHNOLOGY or LICENSED PRODUCTS to any country
for which such government(s) or any of its agencies requires an export license
or other governmental approval without first obtaining such license or approval.
Article 14. Assignment
Neither party hereto shall, voluntarily or by operation of law, in whole or in
part, assign or otherwise transfer this Agreement or any of rights or
obligations created thereunder without the prior written consent of the other
party.
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Article 15. Governing Law
The validity, construction, performance and enforceability of this Agreement
shall be governed in all respects by the laws of Japan.
Article 16. Arbitration
The parties hereto shall use their best efforts to resolve by mutual agreement
any disputes, controversies or differences which may arise from, under, out of
or in connection with this Agreement. If any such disputes, controversies or
differences cannot be settled between the parties hereto, they shall be finally
settled by arbitration in Tokyo, Japan under the Rules of The Japan Commercial
Arbitration Association and by three (3) arbitrators appointed in accordance
with the Rules. The award rendered by the arbitrators shall be final and binding
upon the parties hereto and may be entered in any court of competent
jurisdiction in any country. The arbitration shall be conducted in Japanese,
with English translation used at the request of either party.
Article 17. Notice
All notices, requests demands and other communications which shall or may be
given under this Agreement shall be made in writing by airmail or by facsimile
to the address specified below or to such changed address as may have been
previously specified in writing by the addressed party:
To: FUJITSU LIMITED
00, Xxxxxxxxx Xxxxxxx 000-0000, Xxxxx
Attn: Tsuyoshi, Aoki, Director
Business Promotion Department
LSI Packaging Division
Electronic Devices Group
Facsimile: (Japan) 00-000-0000
To: ChipPAC, Inc.
00000 Xxxx Xxxx, Xxxxxxx, XX 00000, XXX
Attn: Xxxxx Xxxxxxxx
Director of Marketing and Business Development
Facsimile: (USA) 000-000-0000
Unless otherwise proven, each such notice given by either party hereto shall be
deemed to have been received by the other party on the tenth (5th) business day
following the mailing date or on the second (2nd) business day following the
facsimile date.
Article 18. Severability
If any term, clause or provision of this Agreement is judged to be ineffective,
unenforceable or illegal by a court or executive body with judicial powers
having jurisdiction over this Agreement or either party hereto, such
ineffective, unenforceable or illegal term, clause or provision shall be deemed
deleted from this Agreement, and the validity of any other term, clause or
provision of this Agreement shall not be affected; provided that both parties
shall negotiate in good faith and agree to a mutually satisfactory term, clause
or provision which shall replace the ineffective, unenforceable or illegal term,
clause or provision.
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Article 19. Waiver
Any failure of either party to enforce, at any time or for any period of time,
any of the provisions of this Agreement shall not be construed as waiver of such
provisions or of the right of such party thereafter to enforce such provisions.
Article 20. Headings
The headings of Articles used in this Agreement are inserted for convenience of
the reference only, and shall not be deemed to be a part of his Agreement or to
affect the meaning or interpretation of this Agreement.
Article 21. Language
This Agreement and Exhibits hereto are in English language, which language shall
be controlling in all respects.
Article 22. Relationship of Parties
Neither party shall have, or shall represent that it has, any power, right or
authority to bind the other party on behalf of the other party or in the other
party's name, or to assume or create any obligation or responsibility, express
or implied, on behalf of the other party or in the other party's name.
Nothing in this Agreement should be construed to create a partnership, joint
venture, or employer-employee relationship, either expressed or implied.
Article 23. Entire Agreement; Amendment
This Agreement constitute the complete understanding and agreement of the
parties and supersedes all prior and contemporaneous negotiations,
understandings and agreements with respect to the subject matter of this
Agreement. Any modification and amendment of any provision of this Agreement
will be effective only if in writing and signed by an authorized representative
of both parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers or representatives on the day and year first
above written.
ChipPack, Inc FUJITSU LIMITED
By: /s/ Xxxxxxxx X. XxXxxx By: /s/ Xxxxx Xxx
-------------------------------- ---------------------------------------
Typed Name: Xxxxxxxx X. XxXxxx Typed Name: Xxxxx Xxx
------------------------ -------------------------------
Title: General Counsel Title: General Manager, LSI Packaging Div.
----------------------------- ------------------------------------
Date: August 21, 2001 Date: August 27, 2001
------------------------------ -------------------------------------
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EXHIBIT A
BCC TECHNOLOGY
--------------
(CONFIDENTIAL INFORMATION)
[redacted*]
_____________________
* Confidential treatment requested.
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EXHIBIT B
FUJITSU DELIVERABLES
--------------------
1. Assembly Specifications
2. Inspection Specifications
3. Package Drawings
4. Drawings of Jigs and Tools
5. List of Assembles Equipments
6. List of Parts and Materials
7. Instructions Manuals
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EXHIBIT C
BCC TECHNOLOGY TRAINING
-----------------------
1. Place: Facility of FUJITSU or it's Affiliate which facility will be
designated by FUJITSU.
2. Term: Train three (3) engineers in Article 3.2 for 2 weeks (10 working days)
within six (6) months after EFFECTIVE DATE. Time schedule will be
discussed and determined separately.
3. TRAINING Items
(1) Die Bonding
(2) Wire Bonding
(3) Encapsulating
(4) Lead Frame Etching and Alignment
Testing is not included in the TRAINING Items. Details of the items will be
discussed and determined separately.
4. FUJITSU training staff will speak English throughout the course of the
training.
5. All the documents to be used or furnished in the course of the training, if
any, are written in English.
6. LICENSEE trainees shall observe all rules and regulations of the facility,
including working and safety regulations. LICENSEE agrees to hold FUJITSU and
it's Affiliates harmless from any responsibility or liability for sickness
of, injuries to or death of such trainees.
7. Unless otherwise expressly provided in this Agreement, LICENSEE trainees
shall not access or review internal materials or facilities of FUJITSU or its
Affiliates without specific consent of FUJITSU.
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