EXHIBIT 10.23
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Amkor Technology, Inc.
Attention: Xxxx Xxxxxxxx
Re: Assignment of the Agreement(s) between Simtek Corporation ("Simtek")
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and Amkor Technology, Inc. ("Amkor")
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Dear Xx. Xxxxxxxx:
As you may be aware, Amkor Technology, Inc. has agreed to sell its Foundry
Services Business to Anam Semiconductor, Inc. effective as of March 1, 2003
("Effective Date"). Amkor Technology and Anam Semiconductor have enjoyed a
successful foundry relationship since 1997. As the sole manufacturer of
semiconductor products to Amkor since our wafer foundry inception, Anam
Semiconductor, in partnership with Dongbu Electronics, will now assume the
management activities for sales, marketing, engineering, and planning services
traditionally provided by Amkor Technology. Our goal during this transition
period is to execute a transparent change of control to Simtek while building
upon the tradition of customer excellence that Amkor and Anam have demonstrated
in the past.
In connection with this transfer of the Foundry Services Business, Amkor
Technology desires to assign the Agreement(s) between Amkor Technology, Inc. and
Simtek and all of Amkor's rights, liabilities and obligations thereunder to Anam
U.S.A., a wholly owned subsidiary of Anam Semiconductor. Anam U.S.A. agrees to
assume all liabilities and agrees to perform all duties and obligations under
the Agreement. With regards to any Simtek A/R balance as of February 28th, 2003,
this balance will be resolved between Amkor Technology and Simtek.
We kindly request your consent to such assignment by signing the attached
assignment letter (three copies) and return it to us at your earliest
convenience. Once the assignment letter is fully executed, we will return a
signed original to all signatories.
If you have any questions, please do not hesitate to contact your Amkor
Technology Account Manager.
Sincerely,
Amkor Technology, Inc.
By: /s/Xxxxx XxXxxxxx
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Vice President - Business Operations
Amkor Technology, Inc.
ASSIGNMENT AGREEMENT
This Assignment Agreement ("Assignment") is entered into effective as of
this 1st day of March, 2003 ("Effective Date"), by and between Simtek
Corporation ("Simtek"), Amkor Technology, Inc. ("Amkor") and Anam U.S.A., Inc.
("Anam").
WHEREAS, Amkor and Xxxxxx entered into a Manufacturing Services Agreement
FS-LGDC-0012 dated December 7, 2001 and a Technology Agreement dated September
28, 2002 ("MSA"); and
WHEREAS, Amkor wishes to assign its rights and delegate its duties under
the MSA (including, without limitation, any Statements of Work and Technology
Agreements executed thereunder and any open Purchase Orders as of the Effective
Date attached hereto as Exhibit A) to Anam, and Anam wishes to obtain such
rights and assume such duties under the MSA (including, without limitation, any
Statements of Work and Technology Agreements executed thereunder); and
WHEREAS, Xxxxxx has consented to such assignment.
NOW THEREFORE, the parties, intending to be legally bound, agree as
follows:
From and after the Effective Date, Amkor hereby assigns all right, title
and interest in and to the MSA, and delegates all duties, liabilities and
obligations of performance under the MSA, to Anam.
Anam hereby acknowledges and agrees to such Assignment, and further agrees
to assume and fully perform and discharge all duties, liabilities and
obligations under the MSA from and after the Effective Date.
Notwithstanding anything to the contrary set forth in the MSA, from and
after the Effective Date Amkor is hereby fully discharged and released from any
and all duties, liabilities and obligations to Simtek under the MSA, and as of
the Effective Date Simtek hereby agrees to look solely to Anam for performance
all such duties, liabilities and obligations under the MSA.
In the event of any discrepancy or inconsistency between the MSA and the
terms hereof, the terms and conditions hereof shall prevail.
All other terms and conditions of the MSA are unchanged, and shall remain
in full force and effect.
The parties have caused their duly authorized representatives to execute this
Agreement effective as of the date first written above.
AMKOR TECHNOLOGY, INC. ANAM U.S.A., INC.
/s/ Xxxxx X. XxXxxxxx /s/ Xxxx Xxx Xxxxx
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Name: Xxxxx X. XxXxxxxx Name: Xxxx Xxx Xxxxx
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Title: VP-Business Operations Title: Treasurer
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Xxxxxx hereby consents to the assignment described above pursuant to Section
17.2 of the MSA.
SIMTEK CORPORATION
/s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: CEO/President
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Exhibit A:
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Open purchase orders as of March 1, 2003 are forecasted to be:
Purchase Order Business Unit Market Xxxxx Xxxxxxxx (Wafers) Commit Date
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None applicable
Open purchase orders as of March 1, 2003 and new purchase orders effective
immediately need to take into account the AUSA supplier information provided
below:
Supplier Information:
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Legal Address: Anam USA, Inc.
Goshen Corporate Park
0000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxxxxxx 19380
Business Address and
Purchase Order Address: Anam USA, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attention: XX Xxxxx
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxxxx@xxxx.xxx
Remit To Instructions: Citibank, New York, ABA #000000000
Xxx Xxxx Bank, New York, Acct. #00000000
Beneficiary: Anam USA, Inc., Acct. #0201001