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EXHIBIT 10.7
FOUNDRY SERVICES SALE AGREEMENT
A FOUNDRY SERVICE SALE AGREEMENT (hereinafter "Agreement") is entered
into as of August 19, 1998 ("Effective Date") between Stanford Microdevices,
with offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Buyer") and
TRW Inc., a corporation organized in the State of Ohio, U.S.A., acting through
its Space and Electronics Group, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (hereinafter "TRW" or "Seller").
WHEREAS, Buyer desires to purchase, and TRW desires to provide the
personnel, material, equipment, services and facilities necessary to perform the
work specified in this Agreement and the parties desire to define the terms and
conditions under which the same will be furnished.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS AND PRIORITY
1.1 DEFINITIONS: The following words and phrases shall have the meanings set
forth below:
AGREEMENT: This Sale Agreement between TRW and Buyer including
the following Exhibits, attached hereto and made a
part hereof:
EXHIBIT 1A: Statement of Work
EXHIBIT 1B: List of Deliverables, Price, Delivery
Schedule and Buyer's Site
CONTRACT PRICE: Defined in Article 4.1.
DELIVERY DATE(s): Defined in Section 6.1.
MASKSET: The set of plates used to define the
photolithographic pattern of the MMIC design for
semiconductor wafer processing.
MMIC: Monolithic Microwave Integrated Circuit
PRODUCTS: The equipment and materials described in Exhibits
1A
WAFER: The processed GaAs substrate containing Buyer's
designed MMIC's
SERVICES: The services to be provided by TRW under this
Agreement
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SITE: Buyer's facility or other location identified in
Exhibit 1B as the destination to which
transportation is to be arranged for deliverable
items.
TRW PLANT: Each of the factories or establishments of TRW and
its suppliers located in the United States.
1.2 PRIORITY: In case of any inconsistencies between this Agreement and
any of the Exhibits, the text of this Agreement shall prevail.
ARTICLE 2
SUBJECT MATTER OF SALE
2.1 SUPPLY: TRW hereby agrees to sell to Buyer and Buyer hereby agrees to buy
from TRW, on and subject to the terms and conditions contained in this
Agreement, the Products and Services listed in Exhibit 1A.
2.1 REQUIREMENTS: Buyer shall buy from TRW no less than the minimum quantities
of Product as set forth in Exhibit 1B.
ARTICLE 3
EFFECTIVE DATE AND TERM
This Agreement shall be effective and binding on the parties as of the first
date noted above when signed by Buyer and TRW (the "Effective Date") and shall
remain in force and effect until 31 August 2000. Articles 12 and 15 hereof shall
survive termination or completion of this Agreement.
ARTICLE 4
CONTRACT PRICE, TAXES,
TRANSPORTATION, EXPENSES AND CHARGES
4.1 PRICE: Buyer shall pay TRW for the performance of TRW's obligations
hereunder, the prices for Products and Services stated in Exhibit 1B in
accordance with the provisions of Article 5. The aforementioned price is
hereinafter referred to as the "Contract Price."
4.2 TAXES: Any taxes (including but not limited to, stamp, withholding, value
added and turnover taxes), duties, fees, charges, or assessments of any nature
levied by any governmental authority in connection with this transaction,
whether levied against Buyer or TRW, or employees of TRW as a result of Services
performed or Products provided by TRW under this Agreement, shall be for Buyer's
account and shall be paid directly by Buyer to the governmental authority
concerned. If TRW is required by law or otherwise to pay any such levy and/or
fines, penalties, or assessments in the first instance, or as a result of
Buyer's failure to comply with any applicable laws or regulations governing the
payment of such levies by Buyer, the amount of any payments so made by TRW shall
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be reimbursed by Buyer to TRW upon submission of TRW's invoices and supporting
documentation. Buyer's resale tax certificate number is ____________.
4.3 TRANSPORTATION EXPENSES: Seller shall pay for all expenses of handling,
freight, and other transportation expenses including, without limiting the
foregoing, all packing and special handling charges for shipment incurred in
connection with the delivery of the Products from the TRW Plant to the Site.
4.4 ACCEPTANCE OF ORDERS: Each week after the Effective Date, Buyer shall submit
purchase order(s) to TRW specifying its requirements for Product delivery ten
(10) weeks thereafter. Buyer must specify part number, order quantity, and
requested delivery date on all purchase orders placed under this Agreement. TRW
shall use its best efforts to accept and supply all Orders for Products which
buyer submits hereunder, and unless otherwise agreed, TRW shall deliver products
so ordered on or before the requested delivery specified in each Order. All
preprinted terms and conditions contained in any Order are superseded by the
terms and conditions of this Agreement. Notwithstanding the foregoing, TRW shall
have no obligation to accept and shall not be deemed to have accepted, any Order
(i) for any Products not listed in Exhibit 1A hereto or revisions thereof; or
(ii) which specifies a delivery date less than ten (10) weeks from the date of
such Order.
TRW shall provide Buyer notice in the event any Order specifying delivery dates
less than ten weeks from the date of submission of the Order can be
accommodated. Such notice shall be provided to Buyer within five working days
after receipt of such Order.
4.5.1 ORDER PROCESSING Buyer may change an individual Order delivery schedule
provided that such change request is furnished to TRW in writing, and in
accordance with the following advance notification terms:
(a) If written notification is received by TRW five (5) work days or
less from the original Order delivery date - no schedule deviation shall
be allowable; or
(b) If written notification is received by TRW six (6) work days or more
from the original Order delivery date - Buyer may delay delivery up to
(3) weeks
Buyer may request only one delay, as set forth herein, per scheduled delivery.
TRW reserves the right to sell such products to another customer. TRW shall
notify Buyer of such impending sale; and Buyer shall have option to accept
product based upon original delivery schedule. TRW may complete sale to any
other customer unless Buyer provides TRW written notification of its option to
accept product based upon original Order delivery schedule within (24) hours of
TRW's notification of the impending sale to another customer.
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4.5.2 ORDER CANCELLATION Buyer must provide in writing request for cancellation
of order. If an order is in process, Buyer agrees that TRW shall assess
cancellation charges as follows:
[***]
4.6 ROLLING ORDERS FORECASTS Buyer shall submit to TRW on the Effective date and
quarterly thereafter during the term hereof a rolling sales forecast of Buyer's
best estimate of their requirements for product delivery during the next nine
months. The forecast shall be formatted as set forth in ▇▇▇▇▇▇▇▇ ▇▇, and list
separately for each time period covered by the forecast the product quantity, by
part number, which Buyer expects to require during each period. The Rolling
Forecast is intended to give the supplier visibility into upcoming requirements
for capacity planning and does not take the place of the ordering process.
4.7 PRODUCT RETURNS Prior to returning any product to TRW, Buyer must obtain a
Return Material Authorization (RMA) number from TRW. TRW is not obligated to
accept nor shall have any liability for any returned Product(s) without RMA. TRW
shall at its sole option either replace, credit invoice or issue a refund for
Products TRW determines to be non-conforming with the requirements herein.
Product(s) shall not be returned by Buyer to TRW more than ninety (90) days
after the original date of shipment of such Product(s) from TRW to Buyer.
ARTICLE 5
PAYMENT
5.1 METHOD OF PAYMENT: Payment for Products and Services shall be in United
States dollars (U.S.D.) and shall be due and payable within 30 days of Buyer's
receipt of TRW's invoice in the amounts as set forth in Exhibit 1B. TRW may
assess a late payment charge, equivalent to the rate of one percent (1%) per
month (or partial month) of any past due invoice balance, until such past due
balance plus any late charges associated therewith is paid in full. Buyer's
failure to pay TRW invoices in full within forty five (45) days of Buyer's
receipt of invoice shall constitute a default condition under this Agreement.
Payment shall be made by mail or electronic funds transfer of immediately
available funds as follows:
By Mail By Wire Transfer
TRW Space & Defense Bank of America
File No. 41818 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telex - MCI #67652
ABA ▇▇▇▇▇▇▇▇▇
TRW Account # 06005-04132
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Payment of other charges, if any, provided for in this Agreement shall be due
and payable within thirty (30) days after receipt of TRW's invoice thereof. In
the event that payment is not made within thirty (30) days, Buyer shall pay
additional late charges as set forth herein until full payment is received.
ARTICLE 6
SHIPMENT, TITLE, AND RISK OF LOSS
6.1 DELIVERY OF PRODUCTS: TRW shall place the Products in the possession of the
carrier on or before the date or dates specified in Exhibit 1B for delivery to
Buyer, F.O.B. origin ("F.O.B."), to the Site. TRW shall arrange for shipment of
the deliverable items by common carrier to the Site, and in accordance with
Article 4.3 above, the cost of such shipping shall be borne by Seller.
6.2 PROTECTION AND PACKING OF THE PRODUCTS: TRW shall arrange to have all
deliverable items suitably packaged in accordance with good commercial
practices. The cost of all standard packaging, except for special packaging
associated with air shipment, shall be borne by TRW. Unless otherwise provided,
all packing containers used by TRW shall be non-returnable.
6.3 RISK OF LOSS AND TITLE: Risk of loss shall pass to Buyer upon delivery to
the carrier at Seller's facility, notwithstanding any provisions for payment of
freight or insurance by Seller, or the form of shipping documents, or the breach
or default by Seller at the time of loss. Risk of loss of goods sent to Seller
for adjustment shall remain with Buyer until such are received by Seller.
Neither (i) the time, method, place, or medium of payment provided for herein,
or any combination of the foregoing, nor (ii) the manner of consignment provided
for, whether to, or to the order of, Buyer or its agent, shall in any way limit
or modify the rights of TRW as the owner of the Products, to have control over
the right to possession of the Products until the title thereto passes to Buyer
as provided for above. The term "F.O.B" or other commercial abbreviations, if
used on any document related to this Agreement, shall not be deemed to relate to
the time when or the place where the title of and responsibility for the
Products is transferred from TRW to Buyer.
ARTICLE 7
FACTORY TESTING
Prior to delivery, TRW or its suppliers shall perform standard quality control
inspections and tests applicable to their respective deliverable items. Records
of such tests shall be retained by TRW and remain available for review by Buyer
for at least one year after the date(s) of delivery. A copy of such inspection
test records shall be delivered to Buyer with scheduled deliveries of Product to
which such records correspond. TRW shall make available to Buyer upon Buyer's
request, process control monitor (PCM) and specification limit testing protocols
implemented by TRW with respect to Products.
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ARTICLE 8
WARRANTY
8.1 WARRANTY: TRW warrants that, upon delivery to Buyer, the wafers shall meet
TRW's commercial visual inspection requirements and the Process Control Monitor
specifications. Should the wafers not conform, at delivery, to the above
requirements and specifications, TRW shall replace the non-conforming wafers.
Any non-conforming Products must be returned for inspection to TRW. Buyer shall
prepay all freight charges to return any such non-conforming Products to TRW.
8.2 EXCLUSION: THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
CONDITIONS OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE
INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY. THIS WARRANTY SHALL NOT BE VALID IF THE PRODUCTS HAVE BEEN
SUBJECTED TO ABUSE, MISUSE, ACCIDENT, ALTERATION, NEGLECT, UNAUTHORIZED REPAIR,
OR EXPOSURE TO CONDITIONS BEYOND APPLICABLE ENVIRONMENT.
ARTICLE 9
DELAYS
9.1 FORCE MAJEURE: No failure on the part of either party to carry out or
observe any of the terms or provisions of this Agreement or any order hereunder
(except the payment of monies owed hereunder) shall be deemed a breach of this
Agreement or such Order if same shall arise or result from force majeure or from
any cause reasonable beyond the control of Buyer or TRW, as the case may be,
including but without limitation, acts of God, acts (including delays or failure
to act) of any governmental authority, (de jeure or de facto), war (declared or
undeclared), riot, fires, labor disputes, sabotage or epidemics. Should such
delay occur, the date or dates of performance by the affected party shall be
extended for a period equal to the number of days during which performance is so
delayed. The affected party shall give the other party written notice of such
delay within five (5) working days after identification of the delay. If a delay
in the performance of any Order in the aggregate shall continue for more than
one hundred and eighty (180) calendar days and the parties have not agreed upon
a revised basis for performing the Order at the and of such delays, the either
party, upon thirty (30) days written notice, may terminate such Order without
liability.
9.2 TRW DELAYS: If at any time TRW discovers that it is unable (whether for
reasons set out in Section 9.1 or otherwise) to deliver any Products to Buyer on
the scheduled delivery date, TRW shall give Buyer written notice within five (5)
working days of such discover, which notice shall specify the delivery date on
which TRW shall be able to deliver such Products to Buyer. If the delivery date
proposed by TRW is more than forty five (45) days after the scheduled delivery
date, Buyer shall have the right to cancel (in whole or in part) its Order for
such Products, by giving TRW written notice of cancellation within five (5)
working days after receipt of TRW's notification of delay.
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ARTICLE 10
TRANSFERS AND ASSIGNMENTS
10.1 TRANSFER: Neither party shall, without the consent in writing of the other
Party, which consent shell not be unreasonably withheld, assign or transfer this
Agreement or the benefits or obligations thereof or any part thereof to any
other person other than a subsidiary wholly owned by such Party, provided that
this shall not affect any right of such Party to assign, either absolutely or by
way of charge, any moneys due or to become due to it or which may become payable
to it under this Agreement.
10.2 RELEASE OF OBLIGATIONS: No assignment or transfer of any right or duty
hereunder by either party shall constitute a novation or otherwise release or
relieve such party of its obligations hereunder.
ARTICLE 11
TERMINATION
11.1 TERMINATION: This Agreement can be terminated by the terminating party in
writing to the other party under the circumstances set forth below:
(a) By the non-defaulting party if the other party fails to pay
the nondefaulting party any amount required to be paid hereunder within five
days of when the amount is due and payable hereunder; or
(b) By the non-defaulting party if the other party fails to
perform any other material obligation required to be performed by it under any
provision of this Agreement within thirty (30) days after the time specified or
within thirty (30) days after notice from the non-defaulting party that such
performance has become due; provided, however, Buyer shall have no right to
terminate this Agreement for TRW's default so long as corrective action is being
diligently pursued by TRW in a manner that demonstrates that TRW's obligations
hereunder shall be completed in sufficient time to allow Buyer to meet its
end-use requirements for the Products; or
(c) By either party upon thirty (30) days prior written notice to
the other party if the delays resulting from any of the causes stated in Article
9.1 extend in the aggregate for more than one hundred eighty (180) days and the
parties have not agreed upon a revised basis for continuing the work at the end
of such delays, including adjustment of the price; or
(d) By TRW if Buyer has not provided TRW with the Final Layout
Tape within twelve (12) months of the Effective Date.
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11.2 TERMINATION CHARGES
(a) In the event of termination of this Agreement by TRW pursuant
to Article 11.1(a) or 11.1(b) above, the termination charges owed by Buyer to
TRW shall be the Contract Price not already paid to TRW by Buyer.
(b) In the event of termination of this Agreement pursuant to
Article 11.1(c) or 11.1(d) above, TRW shall promptly submit to Buyer a detailed
written statement and supporting documentation of TRW's work effort to date. The
report shall also include a listing of the charges to terminate the work effort.
The termination charges shall not exceed the value of this Agreement (plus any
interest or late charges set forth in Article 5 hereof) and shall include the
following:
(1) the price of any completed and unbilled Products or Services
pursuant to Exhibit 1B;
(2) for partially completed Products or Services a charge equal to the
price of the Product multiplied by the percentage of completion of the partially
completed Product or Service; and
(3) any charges for late payment or Buyer's delay as set forth in
Article 5.
(c) The termination charges set forth in this Article 11.2 shall
be paid by Buyer within thirty (30) days after receipt of TRW's invoice
therefore.
11.3 STOPPAGE OF WORK FOLLOWING TERMINATION: Following receipt of a notice of
termination pursuant to Article 11.1 hereof, TRW shall immediately stop
performing the service hereunder and shall not enter into or place any orders
with its vendors or subcontractors in connection with the performance of this
Agreement.
11.4 BUYER'S REMEDIES IN THE EVENT OF TERMINATION: In the event that Buyer
terminates this Agreement as a result of TRW's breaches of the provisions
covered in Article 11.1(b), Buyer shall be entitled to the remedies provided in
the Uniform Commercial Code as adopted in California, subject to the limitations
set forth in Article 12.2 hereof. Buyer shall not be entitled to any damages,
compensation or other remedies in the event that either party terminates the
Agreement pursuant to Article 11.1(c) hereof.
ARTICLE 12
LIMITATION OF LIABILITY
12.1 INFRINGEMENT: Nothing contained in this Agreement shall be construed as a
warranty or representation that the manufacture, sale, lease, use or other
disposition of systems, processes, circuits, devices, software and products will
be free from infringement of patents, utility models, design patents, maskwork
rights, copyrights, trade secrets and/or other legal rights of third parties.
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12.2 LIMITATION OF LIABILITY: The total liability of TRW on all claims in total
whether in contract, tort (including sole or concurrent negligence), or
otherwise, arising out of, connected with, or resulting from the manufacture,
sale, delivery, resale, repair, replacement, or use of the Products or Services
shall not exceed the Contract Price
12.3 DAMAGES: In no event shall TRW be liable for any special, indirect,
incidental or consequential damages, however caused, whether by TRW's sole or
concurrent negligence or otherwise, including, but not limited to costs and
expenses incurred in connection with labor, overhead, transportation,
installation, or removal of the Products or substitute facilities or supply
sources.
12.4 INDEMNIFICATION: (a) In the event any product to be furnished under this
Agreement is not to be made in accordance with drawings, samples or
manufacturing specifications designated by Buyer, but rather is the design of
Seller, Seller agrees that it shall, at its own expense and at its option,
defend or settle any claim, suit, or proceeding brought against Buyer or any
customer of Buyer, based on an allegation that the product furnished under this
Agreement constitutes a direct or a contributory infringement of any claim of
any patent, mask work, copyright or any other intellectual property right. This
obligation shall be effective only if Buyer shall have made all payments then
due and if Seller is notified of said allegation promptly in writing and given
authority, information, and assistance for the settlement or defense of said
claim, suit, or proceeding. Seller shall pay all damages and costs assessed in
such suit or proceedings. In the event of a final adjudication by a court of
competent jurisdiction that its product or any part thereof infringes or
violates any third party intellectual property right or if the use or sale
thereof is enjoined, or if the provisions of any negotiated settlement Agreement
prohibit the use of the product, Seller shall at its sole option and its own
expense, either: (a) procure for Buyer the right to continue using the product;
or (b) replace it with a substantially equivalent non-infringing product; or (c)
modify it so it becomes non-infringing but substantially equivalent; or (d) if
none of the above is reasonably available, terminate the Buyer's right to use
the product, accept the return of the product from Buyer, and return to the
Buyer the price originally paid by Buyer to Seller for the product supplied by
Seller.
The foregoing indemnity does not apply to the following: (1) infringement by a
combination of products furnished under this Agreement with other products not
furnished hereunder unless Seller is a contributory infringer; (2) infringement
resulting from changes or modifications made to or from the product by the
Buyer; and (3) any settlements of a claim, suit, or proceeding made without
Seller's written consent.
The foregoing states the entire liability of Seller with respect to infringement
or violation of third party intellectual property rights in connection with
products furnished under this Agreement.
(a) In the event any product to be furnished under this Agreement
is to be made in accordance with drawings, samples or manufacturing
specifications designated by Buyer and is not the design of Seller, Buyer agrees
to defend, indemnify and hold Seller harmless to the same extent
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and subject to the same requirements as set forth in Sellers indemnification of
Buyer as set forth in (a) above.
ARTICLE 13
NOTICES
All notices, requests, consents, and other communications required or permitted
to be given under this Agreement must be in writing and mailed by registered or
certified mail to the other party at its respective business address as follows:
if to TRW: if to Buyer:
--------- -----------
TRW Inc., Space and Electronics Group Stanford Microdevices
Telecommunication Products Division ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
ARTICLE 14
CONTRACT CHANGE PROCEDURE
14.1 CHANGES: Any changes to this Agreement after the effective date hereof
which relate to: (i) the deletion of Products or Services; (ii) adding
additional Products, or Services; (iii) changing or modifying Products or
Services; or (iv) making other changes which do not materially alter the scope
of this Agreement shall be made in accordance with the procedures set forth in
this Article 14.
14.2 CONTRACT CHANGES REQUESTS: Either party hereto may, from time to time and
at any time during the term hereof, request a change, as defined in Section
14.1, to this Agreement (The party requesting the change is hereinafter referred
to as the "Requesting Party."). Requests for changes shall be in writing and
shall be addressed and delivered to the other party (the "Notified Party"). Such
writing shall be identified as a "Contract Change Request" (or "CCR"), shall
carry a sequential number for ease of tracking, shall set forth in detail the
nature of the change requested, and shall identify the Products to be changed.
14.3 PROCEDURE: As soon as practical after receipt by the Notified Party of
copies of the CCR, the parties shall, as necessary, meet to discuss the
change(s) and to ascertain cost and schedule impacts, if any.
14.4 CONTRACT CHANGE NOTICE: If the parties decide to implement a change
request, a standard form Contract Change Notice ("CCN") shall be prepared, which
CCN shall describe the change, delineate the cost, schedule, and other impacts
of the change and the payment terms for any price
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increase. Execution of a CCN by both parties shall constitute a modification
hereof and shall be binding on both parties hereto.
14.5 EXCEPTION: Substitutions relative to Products which are purchased items not
manufactured by TRW may be made by TRW without the consent of Buyer if such
substitutes are of like quality.
ARTICLE 15
INTELLECTUAL PROPERTY
15.1 PROPRIETARY INFORMATION: For the purpose of this Agreement:
(a) "Proprietary Information" shall mean all drawings, documents,
ideas, know-how and other information supplied by one Party ("Disclosing Party")
to another ("Recipient") (whether disclosed orally, or in documentary form, by
demonstration or otherwise) for the purpose of achieving the objectives of this
Agreement.
(b) "Proper Use" shall mean use of the Proprietary Information
solely by the Recipient for the objectives of this Agreement.
15.2 NONDISCLOSURE: Buyer and TRW each agree to employ reasonable efforts to
keep in confidence and prevent the disclosure to any person(s) outside their
respective organizations or any person(s) within their organizations not having
a need to know, all information received from the other which is designated in
writing or by appropriate stamp or legend to be of a proprietary nature
(hereafter "Proprietary Information") and neither will use Proprietary
Information for purposes other than the Purpose; provided, however, neither
party will be liable for disclosure or use of such information if the same is:
(a) In the public domain at the time of disclosure, or is subsequently
made available to the general public without restriction by the disclosing
party;
(b) known to the Recipient at the time of disclosure without
restrictions on its use or independently developed by the Recipient, and there
is adequate documentation to demonstrate either condition;
(c) used or disclosed with the prior written approval of the Disclosing
Party;
(d) disclosed without restriction to the Recipient from a source other
than the Disclosing Party; or
(e) disclosed after five (5) years from the date of delivery by the
Disclosing Party to the Recipient, which five (5) year period shall survive the
termination of this Agreement.
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If any portion of Proprietary Information falls within any one of these
exceptions, the remainder shall continue to be subject to the foregoing
prohibitions and restrictions. The Recipient of Proprietary Information shall
inform its employees of the confidential nature of the Proprietary Information
and shall prohibit them from making copies of any of it except where such copies
are necessary for the purposes of Proper Use, unless agreed upon by the
Disclosing Party.
Each party shall protect the Proprietary Information of the other party using
the same degree of care, but no less than a reasonable degree of care, to
prevent the unauthorized use, dissemination or publication of the confidential
information as that party uses to protect its own Proprietary Information of
comparable importance.
Prior to disclosure of Proprietary Information to any employee, each party shall
fully advise such employee that he or she is required to hold in confidence all
information and that such information is not to be disclosed to persons outside
his or her organization or to any co-employees not directly concerned with
furthering the Purpose. The parties shall maintain between themselves and their
officers, employees and consultants duly binding agreements by such persons as
may be necessary to fulfill their obligations under this Agreement.
15.3 MARKING: Proprietary Information made available in written form by one
Party to another Party shall be marked with the legend:
"PROPRIETARY INFORMATION"
or "TRW PROPRIETARY INFORMATION"
as the case may be, or an equivalent conspicuous legend. No sheet or page of any
written material shall be so labeled which is not, in good faith, believed by
the Disclosing Party to contain Proprietary Information. A Recipient of
Proprietary Information hereunder shall have no obligation with respect to any
portion of any written material which is not so labeled or any information
received orally unless it is identified as proprietary and a written summary of
such oral communication, specifically identifying the items of Proprietary
Information, is furnished to the Recipient within thirty (30) days of such
disclosure.
The individuals identified below are the only persons authorized to receive
Proprietary information on behalf of the Parties:
For Buyer: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
For TRW: ▇▇. ▇▇▇ ▇▇▇▇▇▇
By written notice to the other Party, these representatives may be replaced by
another person from the same Party.
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15.4 JUDICIAL ORDERS: In the event any governmental or judicial order requires
the disclosure of Proprietary Information, the Recipient of such Proprietary
Information shall promptly but in any event prior to such disclosure notify the
originator of the Proprietary Information of the requirement and provide
reasonable aid and assistance if the originator decides to oppose such
governmental or judicial order. Recipient shall not be liable for any disclosure
of Proprietary Information made pursuant to such governmental or judicial order
if it has complied with the provisions of this paragraph.
15.5 COMPENSATION: The Parties shall not be obligated to compensate each other
for the transfer of any Proprietary Information under this Agreement and agree
that no warranties of any kind are given with respect to such Proprietary
Information or any use thereof. No license is hereby granted under any patent,
trademark or copyrights with respect to any Proprietary Information.
15.6 SURVIVAL: The obligations of the Parties concerning confidentiality set
forth in this Article 15 shall survive termination or completion of this
Agreement. All documents, drawings and writings disclosing Proprietary
Information and all copies thereof shall be returned promptly by a party to the
other party upon receipt of a request therefor or following termination or
expiration of this Agreement except that recipient may keep one archival copy
for evidentiary purposes only.
ARTICLE 16
MISCELLANEOUS
16.1 HEADINGS: The headings and titles to the articles, sections, and paragraphs
of this Agreement are inserted for convenience only and shall not be deemed a
part hereof or affect the construction or interpretation of any provision
hereof.
16.2 REMEDIES: Unless otherwise expressly provided herein, the rights and
remedies hereunder are in addition to, and not in limitation of, other rights
and remedies under the Agreement, at law or in equity, and exercise of one right
or remedy shall not be deemed a waiver of any other right or remedy.
16.3 MODIFICATION AND WAIVER: No cancellation, modification, deletion, addition,
or other change in the Agreement or any provision hereof, or waiver of any right
or remedy herein provided, shall be effective for any purpose unless
specifically set forth in a writing signed by the party to be bound thereby. No
waiver of any right or remedy in respect of any occurrence or event on one
occasion shall be deemed a waiver of such right or remedy in respect of such
occurrence or event on any other occasion.
16.4 ENTIRE AGREEMENT: This Agreement supersedes all other agreements, oral or
written, heretofore made with respect to the subject hereof and the transactions
contemplated hereby and contains the entire agreement of the parties.
-13-
14
16.5 SEVERABILITY: Any provision hereof prohibited by or unlawful or
unenforceable under any applicable law of any jurisdiction shall as to such
jurisdiction be ineffective without affecting any other provision of the
Agreement. To the full extent, however, that the provisions of such applicable
law may be waived, they are hereby waived, to the end that the Agreement be
deemed to be a valid and binding agreement enforceable in accordance with its
terms.
16.6 CONTROLLING LAW: All questions concerning the validity and operation of
this Agreement and the performance of the obligations imposed upon the parties
hereunder shall be governed by the laws of the State of California applicable to
contracts entered into and wholly to be performed in such jurisdiction.
16.7 SUCCESSORS AND ASSIGNS: The provisions of this Agreement shall be binding
upon and for the benefit of TRW and Buyer and their respective successors and
assigns. This provision shall not be deemed to expand or otherwise affect the
limitation on assignment and transfers set forth in Article 10 and no party is
intended to or shall have any right or interest under this Agreement, except, as
provided in Article 10.
16.8 COUNTERPARTS: This Agreement has been executed in several counterparts,
each of which shall be deemed to be an original, and all such counterparts
together shall constitute but one and the same instrument.
16.9 LANGUAGE: If a translation of this Agreement is required or otherwise made,
the English version shall be the official version and shall control in the event
of differences. All communications relating to this Agreement shall be in
English.
16.10 EXPORT SALES:
(a) Buyer agrees that it shall not knowingly sell, transfer, or deliver,
directly or indirectly, any part or portion of the Products or related
documentation supplied by TRW pursuant to this Agreement to any person or
organization in any country where such sale, transfer, or delivery by Buyer
would be prohibited by law or regulation now or hereafter in effect which
imposes any restrictions on United States trade with foreign countries.
16.11 OWNERSHIP OF MASKSET(s): Each party hereto shall retain sole ownership of
its Masksets and TRW shall retain sole possession of any and all Masksets
developed or procured by TRW under this Agreement. TRW will store Buyer's
Maskset at TRW for a maximum period of two (2) years after delivery of the
Products (wafers) to Buyer. TRW will destroy/dispose of the Maskset after the
two (2) year storage period.
16.12 OWNERSHIP OF MMIC DESIGNS: Each party hereto shall retain sole ownership
rights to its MMIC designs. TRW shall retain all rights to individual circuit
elements, design libraries, design rule manuals, circuit elements and MMIC
fabrication processes. Buyer agrees that TRW may release maskset information
containing Buyer's designs to TRW's maskset vendor, for maskset procurement.
-14-
15
IN WITNESS WHEREOF, the parties have executed this Agreement in English
as of the date and year first set forth above.
TRW INC Buyer
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. F By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- -------------------------------------
for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Title: VP & General Manager Title: Chairman
----------------------------- ----------------------------------
-15-
16
EXHIBIT 1A
LIST OF PRODUCTS
1. PCM Tested 3" GaAs HBT Wafers (Darlington Amplifiers)
PART NUMBER DESCRIPTION
----------- -----------
[***]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
17
EXHIBIT 1B
PRICE, MINIMUM ANNUAL QUANTITIES, DELIVERY SCHEDULE AND SITE
A. UNIT PRICE
3" GaAs HBT Wafers (Darlington Amplifiers)
STANDARD
PART NUMBER DESCRIPTION PROCESS PRICE
----------- ----------- -------------
[***]
B. MINIMUM QUANTITIES DURING TERM
PRODUCT NUMBER OF WAFERS
3" GaAs Process Wafers [***]
C. SITE: Stanford Microdevices
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
D. DELIVERY SCHEDULE
Wafers will be shipped to Buyer not later than ten (10) weeks from the
first Monday after receipt of valid order.
E. LIFE TIME BUY OPTION
TRW AGREES TO PROVIDE UP TO [***] WAFERS, LESS THE TOTAL NUMBER OF WAFERS
PREVIOUSLY DELIVERED TO BUYER UNDER TRW SALES NUMBERS 65487 AND 66002, UPON
TRW'S NOTIFICATION TO BUYER THAT TRW WILL OBSOLETE OR UPGRADE ITS HBT MMIC
FABRICATION PROCESS. TRW WILL PROVIDE THIS NOTIFICATION TO BUYER AT LEAST SIX
MONTHS PRIOR TO THE TIME THAT TRW WILL NO LONGER ACCEPT ORDERS FOR SAID PRODUCT.
A DELIVERY SCHEDULE WILL BE NEGOTIATED AT THE TIME THE OPTION IS EXERCISED,
PRIOR TO TRW'S INITIATING PERFORMANCE OF THE OPTION.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
18
EXHIBIT 1C
Rolling Sales Forecast Format
Pursuant to Article 4.6 of this Agreement, Buyer shall submit regular rolling
sales forecast formatted as follows:
WEEKS MONTHS
----- ------
PART NUMBER 1 2 3 4 5 6 7 8 9 10 11 12 Month Month Month Month Month Month
4 5 6 7 8 9
--------------- --------- --- -- --- --- -- --- -- --- --- ---- ---- ------ --------- ------- -------- -------- -------- --------
e.g. DAMP2 Forecast
--------------- --------- --- -- --- --- -- --- -- --- --- ---- ---- ------ --------- ------- -------- -------- -------- --------
e.g. DAMP7 Forecast
--------------- --------- --- -- --- --- -- --- -- --- --- ---- ---- ------ --------- ------- -------- -------- -------- --------
The initial 10 weeks shall indicate existing orders from Buyer.
19
CONTRACT CHANGE NOTICE AMENDMENT NO. 1
TO
TRW/STANFORD WAFER SUPPLY AGREEMENT
AGREEMENT NO. 1A551
THIS AMENDMENT ("Amendment") is made and entered into and between Stanford
Microdevices ("Buyer") and TRW Inc., by and through its Space and Electronics
Group, a corporation organized and existing under the laws of Ohio, having
offices at Redondo Beach, California, USA ("TRW").
WHEREAS, Buyer and TRW entered into Agreement No. 1A551 with an
effective date of 19 August 1998.
WHEREAS, Buyer and TRW desire to amend the Agreement in order to add 3"
GaAs HBT wafers designed by the the Buyer and maskset layout support.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
Exhibit 1A, List of Products as included as part of the original agreement, is
deleted and replaced with Exhibit 1A-Revision 1 (copy attached).
Exhibit 1B, Price and Minimum Annual Quantities, Deliver Schedule and Site, as
included as part of the original agreement, is deleted and replaced with Exhibit
1B-Revision 1 (copy attached).
The above changes constitute Contract Change Notice No. 1 to the Agreement.
Except as expressly provided hereinabove all other terms and conditions of the
Agreement shall apply herein and remain in full force and effect as previously
agreed to between Buyer and TRW. In the event of any conflict between the terms
of this Amendment and those of the Agreement, the terms of this Amendment will
be deemed to have superseded those of the Agreement and exclusively will govern
the matter in question.
Buyer: TRW Inc.
Space and Electronics Group
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------- -----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President & CEO Title: Contracts Manager
Stanford Microdevices Telecommunication Programs
Division
Date: 9-4-98 Date: 9/2/98
20
EXHIBIT 1A-REVISION 1
LIST OF PRODUCTS
1. PCM Tested 3" GaAs HBT Wafers (Darlington Amplifiers)
PART NUMBER DESCRIPTION
----------- -----------
[***]
2.
PART NUMBER DESCRIPTION
----------- -----------
PAD2 VARIOUS
SMDXX VARIOUS
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.
21
EXHIBIT 1B-REVISION 1
PRICE, MINIMUM ANNUAL QUANTITIES, DELIVERY SCHEDULE AND SITE
A. PRICE
1. 3" GaAs HBT Wafers (Darlington Amplifiers)
Standard
Part Number Description Process Price
----------- ----------- -------------
[***] [***] [***]
2. 3" GaAs HBT Wafers (Circuits designed by Buyer)
Maximum of [***] Wafers for sale, transaction completed by
December 31, 1998.
Standard
Part Number Description Process Price
----------- ----------- -------------
[***] VARIOUS [***]
VARIOUS
3. Layout support for Stanford Microdevices Product masksets. (Does not
include cost for or purchase of maskset. Buyer will purchase and supply
maskset.)
Standard
Product Process Price
------- -------------
Three (3) circuits or less (Production) $[***]
Greater than three (3) circuits $[***]
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.
22
EXHIBIT 1B-REVISION 1 (CONTINUED)
B. MINIMUM QUANTITIES DURING TERM
Product Number of Wafers
------- ----------------
3" GaAs Process Wafers [***]
C. SITE
Stanford Microdevices
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
D. DELIVERY SCHEDULE
Wafers will be shipped to Buyer not later than ten (10) weeks from the
first Monday after receipt of valid order.
E. LIFE TIME BUY OPTION
TRW agrees to provide up to [***] wafers, less the total number of
wafers previously delivered to Buyer under TRW Sales Numbers 65487 and
66002, upon TRW's notification to buyer that TRW will obsolete or
upgrade its HBT MMIC fabrication process. TRW will provide this
notification to Buyer at least six months prior to the time that TRW
will no longer accept orders for said Product. A delivery schedule will
be negotiated at the time the option is exercised, prior to TRW's
initiating performance of the option.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
23
CONTRACT CHANGE NOTICE AMENDMENT NO. 2
TO
TRW/STANFORD WAFER SUPPLY AGREEMENT
AGREEMENT NO. 1A551
THIS AMENDMENT ("Amendment") is made and entered into and between Stanford
Microdevices ("Buyer") and TRW Inc., by and through its Space and Electronics
Group, a corporation organized and existing under the laws of Ohio, having
offices at Redondo Beach, California, USA ("TRW").
WHEREAS, Buyer and TRW entered into Agreement No. 1A551 with an
effective date of 19 August 1998 ("Agreement").
WHEREAS, Buyer and TRW desire to amend the Agreement in order to
evaluate an alternative [***] coating process for Darlington Amplifier
Products.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
Exhibits 1A and 1B, as included as part of the original Agreement and Amendment
1, are deleted and replaced with Exhibits 1A - Revision 2 and 1B - Revision 2
(attached).
The above changes constitute Contract Change Notice No. 2 to the Agreement.
Except as expressly provided hereinabove all other items and conditions of the
Agreement shall apply herein and remain in full force and effect as previously
agreed to between Buyer and TRW. In the event of any conflict between the terms
of this Amendment and those of the Agreement, the terms of this Amendment will
be deemed to have superseded those of the Agreement and exclusively will govern
the matter in question.
Stanford Microdevices TRW Inc.
Space and Electronics Group
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name:
Title: President & CEO Title:
Date: Date: 11/24/98
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
24
EXHIBIT 1A - REVISION 2
LIST OF PRODUCTS
1. PCM TESTED 3" GAAS HBT WAFERS (DARLINGTON AMPLIFIERS)
PART NUMBER DESCRIPTION
----------- -----------
[***]
2. PCM TESTED 3" GAAS HBT WAFERS
PART NUMBER DESCRIPTION
----------- -----------
[***]
3. TRW ENGINEERING
TRW shall conduct evaluation of [***] coating vs. a Layout change on
Darlington Amplifiers and shall also conduct an implementation study of
selected technique for application to future products. TRW shall
determine all criteria for selection of technique, select technique
based upon its criteria, and prepare the appropriate documentation to
implement the selected technique.
Price for future sale of Products utilizing the selected technique to
Buyer shall be negotiated separately between TRW and Buyer, and such
Products shall be incorporated into this Agreement by Amendment.
TRW shall retain ownership and all intellectual property rights to
technical data, techniques, applications, trade secrets or documentation
and other intellectual property related to this activity and such
information shall be deemed TRW Proprietary Information pursuant to
Article 15 of the Agreement.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
25
EXHIBIT 1B - REVISION 2
PRICE, MINIMUM ANNUAL QUANTITIES, DELIVERY SCHEDULE AND SITE
A. PRICE
1. 3" GaAs HBT Wafers (Darlington Amplifiers)
Part Number Description Standard Process Price
----------- ----------- ----------------------
[***] [***] [***]
2. 3" GaAS HBT Wafers (Circuits designed by Buyer)
Maximum of Ninety (90) Wafers for sale, transaction completed by
December 31, 1998.
Part Number Description Standard Process Price
----------- ----------- ----------------------
[***] [***] [***]
3. Layout support for Stanford Microdevices Product masksets. (Does not
include cost for or purchase of maskset. Buyer will purchase and supply
maskset.)
Product Standard Process Price
------- ----------------------
Three (3) circuits or less (Production) [***]
Greater than three (3) circuits [***]
4. TRW Evaluation of [***] Coating vs. a Layout change on Darlington
Amplifiers and Implementation study - [***] Payment Schedule: [***]
shall be due upon execution of this Amendment. The balance is due upon
completion of the implementation study. Such completion shall be
evidenced by Completion Certificate signed by TRW.
[***]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
26
B. MINIMUM QUANTITIES DURING TERM
Product Number of Wafers
------- ----------------
3" GaAs Process Wafers [***]
C. SITE
Stanford Microdevices
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
D. DELIVERY SCHEDULE
Wafers will be shipped to Buyer not later than ten (10) weeks from the
first Monday after receipt of valid order.
E. LIFE TIME BUY OPTION
TRW agrees to provide up to [***] wafers, less the total number of
wafers previously delivered to Buyer under TRW Sales Numbers 65487 and
66002, upon TRW's notification to buyer that TRW will obsolete or
upgrade its HBT MMIC fabrication process. TRW will provide this
notification to Buyer at least six months prior to the time that TRW
will no longer accept orders for said Product. A delivery schedule will
be negotiated at the time the option is exercised, prior to TRW's
initiating performance of the option.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
27
CONTRACT CHANGE NOTICE AMENDMENT NO. 3
TO
TRW/STANFORD WAFER SUPPLY AGREEMENT
AGREEMENT NO. 1A551
THIS AMENDMENT ("Amendment") is made and entered into and between Stanford
Microdevices, Inc. ("Buyer") and TRW Inc., by and through its Space and
Electronics Group, a corporation organized and existing under the laws of Ohio,
having offices at Redondo Beach, California, USA ("TRW").
WHEREAS, Buyer and TRW entered into Agreement No. 1A551 with an
effective date of August 19, 1998.
WHEREAS, Buyer and TRW desire to amend the Agreement in order to provide
for expedited production.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
Exhibit 1B, Price and Minimum Annual Quantities, as revised through Revision 2
is deleted and replaced with Exhibit 1B- Revision 3 dated August 2, 1999 (Copy
attached).
The above changes constitute Contract Change Notice No. 3 to the Agreement.
Except as expressly provided hereinabove all other terms and conditions of the
Agreement shall apply herein and remain in full force and effect as previously
agreed to between Buyer and TRW. In the event of any conflict between the terms
of this Amendment and those of the Agreement, the terms of this Amendment will
be deemed to have superseded those of the Agreement and exclusively will govern
the matter in question.
Buyer: TRW Inc.
Space and Electronics Group
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President & CEO Title: Contracts Manager
Stanford Microdevices, Inc.
Date: 8/4/99 Date: 8/11/99
28
EXHIBIT 1B - REVISION 3
PRICE, MINIMUM ANNUAL QUANTITIES, DELIVERY SCHEDULE AND SITE
AUGUST 2, 1999
A. PRICE
1. 3" GaAs HBT Wafers (Darlington Amplifiers)
Part Number Description Standard Process Price
----------- ----------- ----------------------
[***] [***] [***]
2. 3" GaAs HBT Wafers (Circuits designed by Buyer)
Maximum of [***] Wafers for sale, transaction completed by December 31,
1998.
Part Number Description Standard Process Price
----------- ----------- ----------------------
[***] [***] [***]
[***]
3. Layout support for Stanford Microdevices Product masksets. (Does not
include cost for or purchase of maskset. Buyer will purchase and supply
maskset.)
Product Standard Process Price
------- ----------------------
Three (3) circuits or less (Production) [***]
Greater than three (3) circuits [***]
4. TRW Evaluation of [***] Coating vs. a Layout change on Darlington
Amplifiers and Implementation study - [***] Payment Schedule: [***]
shall be due upon execution of Amendment No. 2. The balance is due upon
completion of the implementation study. Such completion shall be
evidenced by Completion Certificate signed by TRW.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
29
5. Accelerated Lot Option(1)
Deliverable Standard Process Price
----------- ----------------------
[***] [***]
Note 1) Only one (1) order for an Accelerated lot can be accepted for processing
at any time from all Stanford Microdevices contracts.
Note 2) Accelerated lot pricing is only valid if wafers are shipped to Buyer not
later than 45 days from receipt of order or lot start, whichever is later. TRW
will deliver a minimum lot start. For a lot that is designated as Accelerated
after it has already started fabrication, the shipment date will be determined
as follows; 1+(1-EV) x 45 days from the time the lot is designated Accelerated
at TRW. EV equals the Earned Value or percent complete of the in-process lot.
Note 3) If the shipment date to Stanford Microdevices is 46 days or later (or as
defined above for a lot in process) from receipt of order or lot start, option
price shall not be charged. The option is available when ordered in conjunction
with a production lot or for a lot in process.
B. MINIMUM QUANTITIES DURING TERM
Product Number of Wafers
------- ----------------
3" GaAs Process Wafers [***]
C. SITE
Stanford Microdevices
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
D. DELIVERY SCHEDULE
Wafers will be shipped to Buyer not later than ten (10) weeks from the
first Monday after receipt of valid order.
E. LIFE TIME BUY OPTION
TRW agrees to provide up to [***] wafers, less the total number of
wafers previously delivered to Buyer under TRW Sales Numbers 65487 and
66002, upon TRW's notification to buyer that TRW will obsolete or
upgrade its HBT MMIC fabrication process. TRW will provide this
notification to Buyer at least six months prior to the time that TRW
will no longer accept orders for said Product. A delivery schedule will
be negotiated at the time the option is exercised, prior to TRW's
initiating performance of the option.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
2
30
CONTRACT CHANGE NOTICE AMENDMENT NO. 4
TO
TRW/STANFORD WAFER SUPPLY AGREEMENT
AGREEMENT NO. 1A551
THIS AMENDMENT ("Amendment") is made and entered into and between Stanford
Microdevices, Inc. ("Buyer") and TRW Inc., by and through its Space and
Electronics Group, a corporation organized and existing under the laws of Ohio,
having offices at Redondo Beach, California, USA ("TRW").
WHEREAS, Buyer and TRW entered into Agreement No. 1A551 with an
effective date of August 19, 1998.
WHEREAS, Buyer and TRW desire to amend the Agreement in order to provide
for expedited production.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
Article 3, Effective Date and Term: Delete "31 August 1999" and replace with "31
December 2000."
Article 13, Notices: Delete "▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Phone ▇▇▇-▇▇▇-▇▇▇▇" and replace
with "▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Phone: ▇▇▇-▇▇▇-▇▇▇▇".
Article 15, Intellectual Property, Section 15.3 Marking: Delete "Messrs. ▇▇
▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇" and replace with "▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇".
Exhibit 1B, Price and Minimum Annual Quantities, as revised through Revision 3
is deleted and replaced with Exhibit 1B- Revision 4 dated November 23, 1999
(Copy attached).
Add the following exhibit: Exhibit 1D, Time and Material (T&M) Labor Rates,
Calendar Years 1999 and 2000, dated November 23, 1999.
The above changes constitute Contract Change Notice No. 4 to the Agreement.
Except as expressly provided hereinabove all other terms and conditions of the
Agreement shall apply herein and remain in full force and effect as previously
agreed to between Buyer and TRW. In the event of any conflict between the terms
of this Amendment and those of the Agreement, the terms of this Amendment will
be deemed to have superseded those of the Agreement and exclusively will govern
the matter in question.
Buyer: TRW Inc.
Space & Electronics Group
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇
-------------------------------- ---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇
Title: Chief Operating Officer Title: Vice President and General
Stanford Microdevices, Inc. Manager Telecommunication
Programs Division
Date: Date:
TRW PROPRIETARY
31
A. PRICE MQP PRICE SUBJECT TO MINIMUM QUANTITY PURCHASE (MQP) TERMS IN "B."
BELOW.
1. 3" GaAs HBT Wafers (Darlington Amplifiers)
Mask Name MQP Price Reversion Price
--------- --------- ---------------
[***] [***] [***]
2. 3" GaAs HBT Wafers (Circuits designed by Buyer)
Part Number Description MQP Price Reversion Price
----------- ----------- --------- ---------------
[***] [***] [***] [***]
[***]
3. LINE ITEM 3. TASK, "LAYOUT SUPPORT FOR STANFORD MICRODEVICES PRODUCT
MASKSETS", IS HEREIN DELETED IN ITS ENTIRETY.
4. Time & Material (T&M) Engineering Support for Failure Analysis and
Device Troubleshooting, Mask Layouts, and related support, shall be
billed per the hourly rates per Exhibit 1D. Material and Other Direct
Costs (ODC) will be billed as incurred.
5. LINE ITEM 4. TASK, "TRW EVALUATION OF [***] COATING VS. A LAYOUT
CHANGE ON DARLINGTON AMPLIFIERS AND IMPLEMENTATION STUDY - [***], IS
HEREIN DELETED IN ITS ENTIRETY.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
1
TRW PROPRIETARY
32
6. Accelerated Lot Option(1)
Deliverable Standard Process Price
----------- ----------------------
[***] [***]
Note 1) Only one (1) order for an Accelerated lot can be accepted for
processing at any time from all Stanford Microdevices contracts.
Note 2) Accelerated lot pricing is only valid if wafers are shipped to Buyer
not later than 45 days from receipt of order or lot start, whichever is later.
TRW will deliver a minimum of three (3) wafers for a six (6) wafer lot start.
For a lot that is designated as Accelerated after it has already started
fabrication, the shipment date will be determined as follows; 1+(l-EV) x 45
days from the time the lot is designated Accelerated at TRW. EV equals the
Earned Value or percent complete of the in-process lot.
Note 3) If the shipment date to Stanford Microdevices is 46 days or later (or
as defined above for a lot in process) from receipt of order or lot start,
option price shall not be charged. The option is available when ordered in
conjunction with a production lot or for a lot in process.
B. MINIMUM QUANTITIES DURING CALENDAR YEAR 2000
The minimum purchase quantity of HBT wafers for the year 2000 shall be:
Product Number of Wafers
------- ----------------
3" GaAs HBT Wafers [***]
If Buyer fails to purchase the minimum quantity, the price reverts to the
reversion price of [***] per wafer, TRW Darlington Amplifiers, and [***] per
wafer, SMD Circuits designed by Buyer. Prices are good and the order quantity is
measured for all deliveries starting 1 January 2000, no matter when they started
or when they were ordered. Releases against this delivery quantity will still be
by purchase order as it has been in 1999.
C. SITE
Stanford Microdevices, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
D. DELIVERY SCHEDULE
Wafers will be shipped to Buyer not later than ten (10) weeks from the
first Monday after receipt of valid order.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
2
TRW PROPRIETARY
33
EXHIBIT 1B - REVISION 4
PRICE, MINIMUM ANNUAL QUANTITIES, DELIVERY SCHEDULE AND SITE
NOVEMBER 23, 1999
E. LIFE TIME BUY OPTION
TRW agrees to provide up to [***] wafers, less the total number
of wafers previously delivered to Buyer under this contract, and
TRW Sales Numbers 65487 and 66002, upon TRW's notification to
buyer that TRW will obsolete or upgrade its HBT MMIC fabrication
process. TRW will provide this notification to Buyer at least six
months prior to the time that TRW will no longer accept orders
for said Product. A delivery schedule will be negotiated at the
time the option is exercised, prior to TRW's initiating
performance of the option.
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
3
TRW PROPRIETARY
34
EXHIBIT 1D
TIME AND MATERIAL (T&M) LABOR RATES
CALENDAR YEARS 1999 AND 2000
NOVEMBER 23, 1999
HOURLY RATES
Acct. Code Labor Category 1999 2000
---------- -------------- ------- -------
[***] [***] [***] [***]
Notes: 1) [***]
2) [***]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
4
