Infineon and Nanya shall designate their own Management Coordinator, Project Manager and Technical Coordinator, as set forth in Exhibit 9.1. Each Party may replace its own Management Coordinator, Project Manager and Technical Coordinator by giving thirty (30) days prior written notice to the other Party.
Infineon agrees to use all commercially reasonable efforts to sign and deliver to SMIC, on an annual basis, and at the request of SMIC, a letter of assurance that the Wafers produced by SMIC and shipped to Infineon and/or its Subsidiaries, have been handled by Infineon and its Subsidiaries in full compliance with German, European and U.S. export control laws and regulations, and thus have, including without limitation, not been shipped to any country to which shipment of such Wafers is embargoed by such laws and regulations.
Infineon hereby assigns all receivables recorded on the Contribution Balance Sheet to Qimonda as of the Effective Date. Qimonda accepts this assignment.
Infineon hereby contributes to Qimonda all contracts and offers concerning the supply of goods and services that exclusively pertain to the Segment and were concluded prior to the Effective Date (“Qimonda Contracts”), along with all associated rights and duties, with economic effect as of the Effective Date. Qimonda hereby undertakes to fulfil and execute the Qimonda Contracts with reasonable care and diligence in the customary business manner. The essential Qimonda Contracts are listed in Appendix F1.
Infineon hereby assigns to Qimonda all rights from the contracts and offers described in subsections 1 and 2a) above, to take economic effect upon the Effective Date. Qimonda hereby accepts these assignments and will assume all obligations arising out of these contracts on the Effective Date.
Infineon is currently negotiating cross licensing agreements with two competitors, which could result in obligations for payments by Infineon to its competitors. Qimonda shall assume a contingent payment obligation and hereby indemnifies Infineon against liability under the following terms: As between Infineon and Qimonda, Qimonda assumes 60% of the total payments due for payment to these competitors of Infineon and Qimonda. Insofar as the contracts oblige Infineon to pay continual licensing fees for future sales, Qimonda will pay an equalising payment at (X) per cent of the annual global turnover of Qimonda and affiliates under the terms of Sections 16 through 18 of the German Stock Corporation Act within 30 days of the invoice of the total licensing fees to be paid to competitors for each business year during the term of this contract. This (X) percent is calculated as follows only once for all future business years, based on the turnover of the Segment in the financial year 2005 (2825 Mio €):
Infineon and NEXX shall have the right to terminate this Agreement by giving [*]. In case of any termination under this Section 14.1 Sentence 1, Section 11.7 shall apply mutatis mutandis.
Infineon. Infineon used its multi-core controller to demonstrate the implementation of protection rules for communication units into the HW of a controller. The following solutions were integrated: • Isolation at application level; • Separation of message flows; • Isolation at stack level to enable deterministic behavior. As shown below the incoming and outgoing data streams are separated according to defined rules and forwarded to the specific processing unit. AURIXTM Core 0 Core Core TCP/UD IPP PTP AVB Ethernet LL Driver Etherne Ethernet Switch Special Purpose Processor Stream Sources The necessary separation operations are executed in HW, which gives them robustness and protection against unintended changes like SW failures. The solution was already demonstrated at its preliminary version status at the EMC2 meeting in 2015.
Infineon s qualification approval for a Product is a prerequisite for the ordering of Wafers of such Product by Infineon. For the sake of clarity, in no event shall Infineon be obliged to order any Wafers prior to qualification of a Product under this Agreement.
Infineon shall assist ProMOS in obtaining approvals from the tax and other governmental authorities of Taiwan for exemption or reduction of Taxes imposable upon any payment to be made by ProMOS under this Agreement (as described in the First Amendment to the License Agreement), and such assistance by Infineon shall include (i) acting as the applicant for the tax exemption and authorizing ProMOS and its designees, by appropriate forms of power of attorney, to act as the attorneys-in-fact of Infineon solely for such application; and (ii) making, jointly with ProMOS, recordation with the Taiwanese authorities of the licensing arrangement, as contemplated under the License Agreement and the First Amendment to the License Agreement, in connection with any and all Taiwanese patents of the Licensed Patents; and (iii) promptly delivering to ProMOS any and all documents and information reasonably requested by the Taiwanese authorities through ProMOS or otherwise reasonably necessary for responding to any inquiry of the Taiwanese authorities for obtaining the licensing recordation and approvals for the tax exemption.
