EXHIBIT 99.8
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
LICENSE AGREEMENT
This License Agreement is made and entered into as of August
18, 1996, by and between THE PANDA PROJECT INC. ("PANDA" or "Licensor") a
corporation existing under the laws of Florida, which has its principal office
at Boca Raton, Florida, and PANTRONIX CORPORATION, ("PANTRONIX" or "Licensee"),
a corporation existing under the laws of California, which has its principal
office at San Jose, California.
WHEREAS, Licensor possesses certain valuable intellectual and
industrial property rights; and
WHEREAS, Licensor is willing to grant, and Licensee desires to
acquire, rights to use such rights on a worldwide basis in accordance with the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
promises, terms and conditions of this License Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
I. DEFINITIONS
A. "Licensed Product" shall mean a semiconductor package as
described in the patent applications identified in Appendix A of this License
Agreement, and any improvements, modifications, and derivations thereof and
know-how related thereto owned, developed, or acquired (except in a grant back
from another PANDA licensee) by PANDA, and which PANDA has the right to license,
during the term of this License Agreement.
B. "Licensed Process" shall mean any process or method
pertaining to the use, manufacture, or testing of Licensed Product and all
know-how related thereto developed and supplied by Panda and/or its affiliates.
C. "Licensed Product Sold" or "Sale" of a Licensed Product
shall mean the sale, lease, or other transfer of a Licensed Product or a product
incorporating a Licensed Product to a third party by PANTRONIX; or the internal
use of a Licensed Product by PANTRONIX. A product shall be considered sold at
the time of invoicing or shipment, whichever is earlier, or if there is no such
invoicing or shipment, in the case of internal use, at the time of such use.
D. "Patent Rights" shall mean any United States or foreign
applications or patents, owned, controlled, or acquired by PANDA in whole or in
part, during the term of this License Agreement, relating to Licensed Product or
Licensed Process, and which PANDA has the right to license, which disclose and
claim Licensed Process or Licensed Product, including, but not limited to, the
construction thereof, methods for the manufacture and use thereof, and
improvements thereto, and to any reissues or extensions of such patents and all
divisions, continuations, and continuations-in-part. Such "Patent Rights" shall
not include licenses or sublicenses related to Licensed Products or Licensed
Process hereafter granted to PANDA by its other licensees.
E. "Proprietary Information" shall mean all information or
trade secrets of any description relating to Licensed Product or Licensed
Process developed by, owned, or controlled by PANDA at any time prior to the
termination or expiration of this License Agreement, including, but not limited
to, the development, selling, marketing, use, properties, structures,
compositions, manufacture or quality control of Licensed Product or Licensed
Process, and including, but not limited in form, to samples, prototypes, data
books, manufacturing instructions, drawings, formulae, and customer lists.
Proprietary Information does not include: (i) information which was known by
PANTRONIX prior to receipt from PANDA; (ii) information lawfully disclosed to
PANTRONIX by a third party which did not derive the information from PANDA; and
(iii) information which is or becomes a matter of public knowledge or part of
the public domain other than through a breach of this License Agreement.
F. "PANTRONIX Affiliate" shall mean any corporation, firm,
partnership, proprietorship, or other form of business organization as to which
control of the business is exercised by PANTRONIX, and any corporation, firm,
partnership, proprietorship, or other form of business organization in which
PANTRONIX has at least a fifty-one percent (51%) ownership interest, or the
maximum ownership interest PANTRONIX is permitted to have in the country where
such business organization exists.
G. "PANDA Affiliate" shall mean any corporation, firm,
partnership, proprietorship, or other form of business organization as to which
control of the business is exercised by PANDA, and any corporation, firm,
partnership, proprietorship, or other form of business organization in which
PANDA has at least a fifty-one percent (51%) ownership interest, or the maximum
ownership interest PANDA is permitted to have in the country where such business
organization exists, and any entity under common control with PANDA.
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H. "Effective Date" shall mean the later of the date of
signature of this License Agreement by authorized representatives of PANDA and
PANTRONIX.
II. GRANT OF LICENSES
Subject to the terms of this License Agreement, PANDA agrees
to grant and does grant to PANTRONIX a non-exclusive, worldwide license during
the term of this License Agreement to make, have made for it, use, sell, or
otherwise dispose of Licensed Product and to use and have used the Licensed
Process under Patent Rights and Proprietary Information; provided, that no
license is granted hereunder for PANTRONIX to make, have made for it, use, sell
or otherwise dispose of Licensed Products or to use or have used the Licensed
Process in the development, manufacture and sale or other distribution of
switches incorporating asynchronous transfer mode technology or switches
incorporating Fast Ethernet technology. Such license does not include the right
to grant sublicenses or assign this license. Upon PANTRONIX's written request,
PANDA agrees to grant the above license or any part thereof to a PANTRONIX
Affiliate (but only so long as such entity is a PANTRONIX Affiliate), with the
right of the PANTRONIX Affiliate to pay royalties directly to PANDA, provided
that such PANTRONIX Affiliate executes as Licensee, an agreement containing
terms substantially identical to this License Agreement (providing for the
payment of Royalties by the PANTRONIX Affiliate directly to PANDA). The grant of
the above license or any part thereof to a PANTRONIX Affiliate pursuant to this
Section II shall not release PANTRONIX from any of its obligations under this
License Agreement.
III. CONFIDENTIALITY CLAUSE BY PANTRONIX
A. Except as may be required by law or by a governmental
agency, PANTRONIX agrees that it will not, directly or indirectly, disseminate,
disclose or otherwise make available to any third party, or reverse engineer,
any Proprietary Information and will use the same degree of care to prevent
disclosure thereof that PANTRONIX uses to protect its own proprietary and
confidential information, but in any event no less than a reasonable level of
care. PANTRONIX agrees to obligate any Affiliates to abide by this
confidentiality obligation. Employees of PANTRONIX or its Affiliates shall be
provided access to Proprietary Information by PANTRONIX only on a "need to know"
basis and shall be advised of the confidential nature thereof, and shall be
bound by written agreement to protect the confidentiality of such information.
The provisions hereof shall survive expiration or termination of this License
Agreement for a period of seven (7) years.
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B. PANTRONIX and its Affiliates are authorized to disclose to
its distributors and customers only such Proprietary Information received from
PANDA concerning the Licensed Process and Licensed Product as is reasonably
necessary to enable Licensed Product to be sold, leased, placed or used, and
PANTRONIX and its Affiliates are authorized to disclose to their respective
contractors and suppliers only such Proprietary Information received from PANDA
as is reasonably necessary to enable PANTRONIX or PANTRONIX's Affiliate to make
or have made the Licensed Product.
PANTRONIX shall have the obligation to bind by written
agreement any such distributor, customer, contractor, or supplier receiving
Proprietary Information to protect the confidentiality of such information.
IV. ROYALTY CLAUSE
A. The Licenses granted under Section II, above, shall be
subject to a Royalty as provided for in Appendix C to this License Agreement for
Licensed Product Sold by PANTRONIX or a PANTRONIX Affiliate.
B. The Royalties provided herein are in consideration of the
trade secrets, know-how, Patent Rights, and Proprietary Information provided by
PANDA hereunder, and the ability of PANTRONIX to achieve a significant
competitive advantage by its early entry into the marketplace due to its access
to such intellectual property rights.
V. PAYMENTS, RECORDS AND REPORTS
A. Within sixty (60) days after the end of each calendar
quarter in which Royalties are earned or otherwise become due under this License
Agreement, PANTRONIX shall furnish PANDA with a written report setting forth the
computation of the Royalties payable during the preceding calendar quarter, and
shall make such payment. Royalties shall be paid to PANDA in U.S. dollars. In
case a conversion from one currency to another is involved in determining an
earned Royalty Payment, the exchange rate shall be the exchange rate in effect
at the Chase Manhattan Bank in New York City on the last day of the applicable
Calendar Quarter. Late payments shall bear interest at the rate of prime plus
two percent, as in effect at the Chase Manhattan Bank in New York City at the
time such payments originally became due.
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B. PANTRONIX shall keep and maintain complete and accurate
records in sufficient detail to enable Royalties payable to PANDA hereunder to
be determined (including records on all conversion of currency under Paragraph A
above), and it shall permit such records to be inspected once per year upon
written notice by PANDA during reasonable business hours by a certified public
accountant or firm of certified public accountants reasonably acceptable to
PANTRONIX and appointed by PANDA for this purpose; provided, however, that
PANTRONIX shall have the right to destroy or discard such records in accordance
with PANTRONIX's record retention policy, provided that such records shall be
kept for a minimum of five (5) years after the end of the Calendar Quarter to
which they apply. PANDA shall bear the cost and expense of such investigation by
accountants, unless the accountants determine that PANTRONIX's determination of
the Royalties due and owing to PANDA was incorrect (in PANTRONIX's favor) in an
amount exceeding four percent (4%) of the amount calculated by PANTRONIX, in
which case PANTRONIX shall bear such cost and expense.
VI. GRANTBACK OF LICENSE TO PANDA
PANTRONIX grants to PANDA a perpetual license under
information and inventions, whether patentable or not, related to improvements,
modifications, and derivatives of Licensed Products or Licensed Process
originated or invented during the term of this License Agreement by employees,
agents, contractors, or suppliers of PANTRONIX having access to Licensed
Product, Licensed Process or Proprietary Information. Such license to PANDA
shall be non-exclusive, irrevocable, perpetual, world-wide, and royalty free to
make, have made, use, import, sell and otherwise transfer products covered by
such information and inventions. PANDA may not sublicense or assign this right,
other than to a PANDA Affiliate, or as part of an acquisition of PANDA or sale
of PANDA assets.
VII. JOINT PUBLIC ANNOUNCEMENT
Upon the signing of this License Agreement by authorized
representatives of PANTRONIX and PANDA, a joint press release in a form mutually
agreed will be issued announcing the execution of this License Agreement.
VIII. USE OF PANDA'S TRADEMARKS
A. USE OF TRADEMARKS. Licensee may use (in the manner agreed
to by Licensor and Licensee from time to time during the term of this Agreement)
the trademark VSPA or other similar marks
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(the "Trademarks") in connection with the sale, distribution, marketing and
promotion of the Licensed Products. Licensee shall not pay Licensor any
additional fee for such use. Licensee may not use third party trademarks,
tradenames, service marks and commercial symbols in connection with the sale,
distribution, marketing and promotion of the Licensed Products, but Licensee may
adopt and use its own trademarks, tradenames, service marks and commercial
symbols in connection therewith. Licensee shall give Licensor thirty (30) days
prior written notice before using any Trademarks for the first time in a
particular jurisdiction outside the United States. At Licensor's request and
expense, Licensee shall execute a registered user agreement and any other
documents which Licensor may reasonably request in order to establish or confirm
Licensor's right, title and interest with respect to the Trademarks.
B. QUALITY CONTROL.
Licensee shall apply the Trademarks only to Licensed Products
that have been manufactured in accordance with those specific quality control
standards that Licensor may from time to time promulgate and communicate to
Licensee with respect to such Licensed Products sold under the Trademarks;
PROVIDED, HOWEVER, that those standards shall be no higher than the standards by
which Licensor manufactures such Licensed Products itself.
Additionally, Licensee shall use the Trademarks in compliance
with all relevant laws and regulations and submit samples of Licensed Products
sold under the Trademarks, upon the request of Licensor, so as to enable
Licensor to inspect such samples and confirm that Licensee is in compliance with
its obligations under this Section. Licensor shall in no case delay approval or
rejection by more than thirty (30) days from the time of submittal by Pantronix.
Licensee shall not modify any of the Trademarks in any way and
not use any of the Trademarks on any goods or services other than the Licensed
Products.
If Licensee fails to use the Trademarks in compliance with
this Section, such failure shall be deemed to be a material breach of one of
Licensee's obligations under this Agreement, for the purposes of possible
termination of this Agreement.
IX. PURCHASE OF MANUFACTURING MACHINES
PANTRONIX shall have the option to purchase two or more
manufacturing machines to make the VSPA packages from PANDA.
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PANDA shall make available to PANTRONIX one flexible machine (which can make
multi-chip modules and single chip packages); and one gang-loader high volume
machine (which makes single-chip type packages). A separate standard purchase
and sale agreement for each machine shall be executed by the parties, at prices
to be determined through negotiation.
X. MOLDS, PLASTIC FRAMES AND PINS
PANTRONIX will have the option to make the molds, plastic
frames, covers and pins, and PANDA will transfer drawings for such manufacture
if requested to do so, at cost. Alternatively, PANDA will supply molds, plastic
frames, covers and pins pursuant to a standard purchase and sale agreement to be
executed by the parties, at prices to be determined by negotiation.
XI. TRAINING OF PANTRONIX PERSONNEL
In the first year of this Agreement, PANTRONIX shall be
entitled to send two employees to Boca Raton for training with respect to
Licensed Product, Licensed Process, and Proprietary Information. Such training
shall not exceed three (3) weeks per person, and shall be done at a time agreed
to by PANDA and
PANTRONIX.
In each subsequent year, PANTRONIX shall be entitled to send
two employees to PANDA for training with respect to Licensed Product, Licensed
Process, and Proprietary Information. Such training shall not exceed two (2)
weeks per person per year and shall be done at a time agreed to by PANDA and
PANTRONIX.
PANTRONIX shall be responsible for all expenses and
liabilities of such employees.
XII. TRANSFER OF PROPRIETARY INFORMATION
Within fifteen (15) days of execution of this Agreement, PANDA
shall provide two (2) copies of the materials identified in Appendix B.
XIII. ASSIGNMENT BY PANDA
PANDA may assign any of its rights, including rights to
payments of earned Royalties, to any corporation or other entity which is an
Affiliate of PANDA.
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XIV. TERM AND TERMINATION
A. This License Agreement shall become effective as of the
Effective Date and, unless otherwise terminated as provided herein, shall
continue in full force and effect until the last to expire of the Licensed
Patents. Thereafter, PANTRONIX may acquire a license to know-how and trade
secrets covered herein at a reduced royalty rate to be agreed upon between
PANTRONIX and PANDA.
B. Termination for Cause. After the occurrence of any of the
following events, this License Agreement may be terminated by either Party (the
"Terminating Party") by giving written notice of Termination to the other Party,
such Termination being immediately effective upon the giving of such Notice of
Termination:
(a) A material breach or default as to any
obligation hereunder by the other Party and
the failure of the other Party to promptly
pursue (within thirty (30) days after
receiving written notice thereof from the
Terminating Party) a reasonable remedy
designed to cure (in the reasonable judgment
of the Terminating party) such material breach
or default; or
(b) The filing of a petition in bankruptcy,
insolvency or reorganization against or by the
other Party, which petition shall not have
been dismissed within ninety (90) days of
filing thereof, or the other Party becoming
subject to a composition for Creditors,
whether by law or agreement, or the other
Party going into receivership or otherwise
becoming insolvent; or
C. PANTRONIX shall have the right to terminate this License
Agreement at any time with or without cause upon six (6) months prior written
notice to PANDA. Termination of this License Agreement by PANTRONIX shall not
alter or affect the rights or obligations of either party arising prior to such
termination, nor shall termination pursuant to this Section relieve PANTRONIX of
its payment obligations hereunder. Any termination by PANTRONIX as provided in
this Paragraph shall not prejudice the right of PANDA to recover any earned
Royalty, or other sums owed or accrued
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t at the time of such termination nor prejudice the right of PANDA to maintain
an action against PANTRONIX for infringement of its patent or other intellectual
property rights.
D. The parties agree that upon termination or expiration of
this License Agreement Licensee shall immediately cease: (i) any use or practice
of the Licensed Product or the Licensed Process; and (ii), except as provided in
Section F below, any making, use, or sale of the Licensed Product, including
internal use within PANTRONIX or its Affiliates. Upon termination or expiration
of this License Agreement, PANTRONIX shall, at its own expense, return to PANDA
all Proprietary Information as soon as practicable after the date of termination
or expiration, including, but not limited to, the materials identified in
Appendix B, original documents, drawings, computer diskettes, models, samples,
notes, reports, notebooks, letters, manuals, prints, memoranda and any copies
thereof, which have been received by PANTRONIX. All Proprietary Information and
Patent Rights shall remain the exclusive property of PANDA during the term of
this License Agreement and thereafter.
E. Upon termination or expiration of this License Agreement,
nothing shall be construed to release Licensee from its obligations to pay
Licensor any and all Royalties, license fees or other amounts accrued but unpaid
hereunder prior to the date of such termination or expiration.
F. After termination or expiration of this License Agreement
for any reason by either party, PANTRONIX may sell all Licensed Product which it
has on hand upon the date of termination or expiration provided however, that
the sales shall be completed not later than six (6) months from the date of the
termination or expiration and that the termination or expiration shall not
relieve PANTRONIX from making the full earned Royalty payments herein provided
on all Licensed Product by it either before or after the date of the termination
or expiration.
XV. INFRINGEMENT
In the event Licensee shall learn of the infringement of any
patent included in the Patent Rights, Licensee shall promptly call Licensor's
attention thereto in writing and shall provide Licensor with evidence of the
infringement. Both parties shall use their best efforts in cooperation with each
other to terminate the infringement without litigation. If the efforts of the
parties are not successful in abating the infringement within ninety (90) days
after the infringer has been formally notified by
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Licensor of the infringement, Licensor shall have the right to: (a) commence
suit on its own account; and (b) join Licensee in such suit; and Licensor shall
give timely notice in writing to Licensee of its election. Any proceeds of such
suit shall be the property of Licensor.
XVI. PATENT MARKING
Licensee agrees to xxxx all Licensed Products made, used, or
sold under the terms of this License Agreement, or their container with the
numbers of applicable patents of PANDA or other appropriate marking in
accordance with the patent marking laws of the country in which the Licensed
Product is manufactured, used, or sold.
XVII. WAIVER OF DEFAULT
A waiver, express or implied, by either of the parties hereto
of any right hereunder or of any default, breach, or other failure to perform by
the other party hereto, shall not constitute or be deemed a future waiver of
that or any other right hereunder or of any default, breach or any other failure
to perform thereafter by such other party. All waivers to be effective must be
in writing and signed by the waiving party.
XVIII. GOVERNING LAW
This License Agreement shall be governed, interpreted, and
construed in accordance with the laws of the State of Florida, USA, excluding
its conflict of law principles.
XIX. NO RIGHTS BY IMPLICATION
No rights or licenses with respect to Licensed Product or
Licensed Process are granted or deemed granted hereunder or in connection
herewith, other than those rights or licenses expressly granted in this License
Agreement.
XX. DEFENSIVE LITIGATION
Licensee shall defend and indemnify Licensor from and against
any damages, liabilities, costs, and expenses, including reasonable attorney's
fees and Court costs, either: (i) arising out of the manufacture, use, sale, or
other transfer of Licensed Product by Licensee or its customers; or (ii) arising
out of improvements, modifications, or derivatives of Licensed Product
introduced by Licensee or its customers; or (iii) arising out of
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injuries or damages caused by Licensed Product; PROVIDED THAT, Licensee shall
have no liability under this indemnity with respect to any claim which alleges
that the Patent Rights infringe any rights of a third party.
XXI. DISPUTE RESOLUTION
A. Any dispute, controversy, or claim arising out of or
relating to this License Agreement, or to a breach thereof, including its
interpretation, performance, or termination shall be submitted to and finally
resolved by arbitration. The arbitration shall be conducted in the English
language in accordance with the Commercial Rules of the American Arbitration
Association (AAA) in Boca Raton, Florida, USA. The decision of the arbitrators
shall be final and binding upon the parties hereto, and the expense of the
arbitration (including without limitation the award of attorney's fees to the
prevailing party) shall be paid as the arbitrators determine. The arbitration
shall be conducted by three (3) arbitrators to be selected by the American
Arbitration Association in accordance with its normal procedures.
B. Notwithstanding anything contained in this Section, each
party shall have the right to institute judicial proceedings against the other
party or anyone acting by, through or under such other party in order to enforce
the instituting party's rights hereunder through reformation of contract,
specific performance, temporary restraining order, preliminary injunction, final
injunction, or similar equitable relief.
XXII. NOTICES
Each notice required or permitted to be sent under this
License Agreement shall be given by Federal Express or comparable express
delivery service to Licensor and to Licensee at the address indicated below.
For Licensor: The Panda Project
0000 Xxxxxxxx Xxxxxx
Xxxxx X-000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx, Xx.
For Licensee: PanTronix Corporation
000 Xxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
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Either party may change its address for purposes of this License Agreement by
giving the other party written notice of its new address.
XXIII. ENTIRE UNDERSTANDING
This License Agreement embodies the entire understanding
between the parties relating to the subject matter hereof, whether written or
oral, and there are no prior representations, warranties, or agreements that
relate to Licensed Product, Licensed Process, Proprietary Information, and
Patent Rights.
XXIV. INVALIDITY
If any provision of this License Agreement is declared invalid
or unenforceable by an arbitration panel or by a court having competent
jurisdiction, it is mutually agreed that this License Agreement shall endure
except for the part declared invalid or unenforceable. The parties shall consult
and use their best efforts to agree upon a valid and enforceable provision,
which shall be a reasonable substitute for such invalid or unenforceable
provision, in light of the intent of this License Agreement.
XXV. AMENDMENTS
Any amendment or modification of any provision of this License
Agreement must be in writing, dated and signed by both PANTRONIX and PANDA.
XXVI. SURVIVABILITY
The following provisions, as well as any other provisions
whose survivability is reasonably intended by the terms of this Agreement, shall
survive after the termination or expiration of this Agreement: III, IV, V, VI,
VIII, XIII XIV, XVI, XVIII, XXI, and XXX.
XXVII. RESPONSIBILITY FOR TAXES
If Licensee is required to withhold taxes from any amount
payable by Licensee hereunder, then Licensee shall pay to Licensor an additional
amount as may be necessary so that Licensor will receive, after deduction of the
withholding tax, the amount that Licensor would have received in the absence of
the withholding tax.
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XXVIII. COUNTERPARTS
This License Agreement may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original.
XXIX. BINDING EFFECT
This License Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their successors, assigns, estates,
beneficiaries, representatives, and heirs.
XXX. WARRANTY AND DISCLAIMER
A. Each party represents and warrants that it has full
corporate power and authority to enter into and perform this Agreement. This
Agreement has been duly authorized and duly executed and delivered by Licensor
and Licensee, and it is valid, binding and enforceable against each party in
accordance with its terms.
B. EXCEPT AS SET FORTH IN THIS SECTION, THE PARTIES
ACKNOWLEDGE AND AGREE THAT THERE ARE NO WARRANTIES, COVENANTS, REPRESENTATIONS,
OR AGREEMENTS BY PANDA AS TO MARKETABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHER ATTRIBUTES, TITLE, AND NON-INFRINGEMENT WHETHER
EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN.
IN WITNESS WHEREOF, PANDA and PANTRONIX have signed this
License Agreement.
THE PANDA PROJECT, INC.
By: /s/ XXXXXXXX X. XXXXX, XX.
-------------------------------
Name: Xxxxxxxx X. Xxxxx, Xx.
-------------------------------
Title: President
-------------------------------
Date: August 18, 1996
-------------------------------
PANTRONIX CORPORATION
By:
-------------------------------
Name:
-------------------------------
Title: President
-------------------------------
Date: August 18, 1996
-------------------------------
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APPENDIX A
STATUS REPORT OF VSPA PATENT APPLICATIONS
U.S. APPLICATIONS
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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FOREIGN PATENT AND APPLICATIONS
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
APPENDIX B
Identification of Proprietary Information transferred to PANTRONIX
(1) Design drawings for the VSPA-264 package (latest revision as of date of
signed agreement).
(a) ***************************
(b) ***************************************************
********************
(c) ***********************************
(d) ***********************************
(e) ***********************************
(f) ***********************************
(2) Materials list qualified for use for device assembly.
(3) Existing process specifications for relative assembly processes (incomplete
at this time).
(a) **********
(b) **********
(c) **********
(d) **********
(4) JEDEC registration documentation
(5) All pertinent reports and information relative to VSPA performance
evaluations, (electrical & thermal), materials evaluations, and
qualification testing.
(6) Existing designs and assembly process specifications for pin insertion
equipment.
(7) Existing design for a test socket for VSPA-264
(a) sample test socket for VSPA-264
Similar Panda design information **************************
***********************************************************
*********************
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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
APPENDIX C
Royalty Schedule
NUMBER OF I/O PER PACKAGE ROYALTY PER I/O
*********** U.S. ******
*********** U.S. ******
*********** U.S. ******
*********** U.S. ******
****************** U.S. ******
********************
Licensor agrees that **********************************************************
*******************************************************************************
*******************************************************************************
*******************************************************************************
*******************************************************************************
If Licensor has not been paid at least ******** in Royalties under this
Agreement by the third anniversary of this Agreement, Licensee shall immediately
pay to Licensor a sum in cash equal to the difference between ******** and the
amount of Royalties that have been paid to Licensor under this Agreement as of
such third anniversary (the "minimum payment").
Notwithstanding the above, if Licensee terminates this License Agreement before
the third anniversary date of this Agreement, by giving notice as specified in
this Agreement, said minimum payment shall not be due. Said termination shall
not affect any other royalty payments which would otherwise be due.
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