CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
DEVELOPMENT AGREEMENT
This agreement ("Agreement") is made as of June 12, 1996, by and
between Quantum Effect Design, Inc., a California corporation having its
principal place of business at 0000-0 Xxxxx Xxxx., Xxxxx Xxxxx, Xxxxxxxxxx
00000 ("QED") and Integrated Device Technology, Inc., a Delaware corporation
having its principal place of business at 0000 Xxxxxxx Xxx, Xxxxx Xxxxx, XX
00000 ("IDT").
WHEREAS, IDT is a licensee of SGI's Triton microprocessor (also
known as the IDT R5000); and
WHEREAS, QED developed the R5000 for SGI; and
WHEREAS, IDT desires to hire QED to modify IDT's R5000; and
WHEREAS, QED desires to modify IDT's R5000 as a work for hire:
NOW, THEREFORE, the parties agree as follows:
1. MODIFICATION OF R5000.
1.1 QED shall deliver to IDT, in accordance with the terms and conditions
hereinafter set forth, REV 2.X of the IDT R5000 (hereinafter, the
"Product").
1.2 QED shall develop the Product in a first class workmanlike manner
compatible with IDT's design rules and in all manner and respects
compatible with IDT's process capability.
1.3 All revisions to Product specifications shall be effective only if made
in writing and signed by each party hereto. All signed modified Product
specifications shall be attached hereto and shall supersede the earlier
version.
2. DELIVERY. QED shall deliver the Product to IDT on or about June 13,
1996.
3. DELIVERABLES. QED shall deliver to IDT the database for the Product in
all ways sufficient and complete to enable one reasonably skilled in
the art to create a fully functional state of the art mask set.
4. PAYMENT BY IDT.
4.1 IDT shall pay to QED a continuing royalty of [*] of the Net Sales
Proceeds of the Product and derivatives thereof. Royalties shall be
payable quarterly within forty-five days after the end of each of
IDT's fiscal quarters. No royalty shall be payable on sales of the
Product to SGI.
4.2 IDT shall keep true and accurate books of account and shall keep and
maintain for a period of not less than four years, all records,
documents and other instruments relating to Net Sales Proceeds of the
Product in reasonable detail to enable QED to verify that
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
1.
royalties due under this Agreement have been properly paid. Such
records shall include (i) net units shipped by IDT to customers
other than distributors, (ii) net units shipped by IDT to its
distributors, (iii) net revenue on such shipments from all customers
other than distributors, (iii) net units shipped by IDT to its
distributors, (iv) net revenue on shipments by IDT to its
distributors, and (v) to the extent reasonably available to IDT, net
unit sales, net revenues, and inventory of IDT's distributors. In
any calendar year, not more frequently than once such year, QED
shall have the right to designate a firm of certified or chartered
public accountants, reasonably acceptable to IDT, to inspect IDT's
relevant books of accounts, records, documents and instruments
relating to royalty payments made hereunder to ascertain the
accuracy of reports and payments. Such public accountants shall
execute confidentiality agreements with IDT in form and substance
acceptable to IDT. No officer or employee of QED shall have the
right to inspect such records directly. In the event any such audit
shall reveal that IDT failed to pay at least 90% of the amount
required to be paid to QED hereunder in any year, then, in any such
event, IDT shall pay the amount it failed to pay and the cost of
such audit. In all other cases, QED shall bear the cost of any such
audit.
5. CONFIDENTIALITY.
5.1 "Confidential Information" is all information identified in writing as
confidential, trade secret or proprietary information and all
information which the receiving party knows or has reason to know is
confidential, trade secret or proprietary information. All information
which is licensed to IDT by SGI or which was or is hereafter provided
directly or indirectly by SGI to IDT shall be Confidential Information
subject to the terms of this Section 5. However, no information shall
be Confidential Information and nothing in this Agreement shall limit a
party's right to use and disclose it if it: (a) is, at the time of
disclosure, in the public domain, (b) has been disclosed by IDT (or SGI
in the case of SGI's information) to others without any obligation of
confidentiality or such disclosed information became part of the public
domain by publication or otherwise without a breach of any obligation
of confidentiality, (c) was known by a party at the time of disclosure
without any obligation of confidentiality whether written, oral,
implied, or (d) was disclosed to such party by a third party without
breach of any obligation of confidentiality, or (e) is independently
created by a party without use of any Confidential Information of the
other party.
5.2 QED may use Confidential Information solely to develop the Product and
for no other purpose. QED shall at all times take every reasonable
precaution to protect the confidentiality of the Confidential
Information and shall use at least the same degree of care as it uses
in protecting QED's valuable trade secrets and proprietary information
but in no case less than due care under the circumstances.
6. OWNERSHIP OF PRODUCT.
6.1 IDT shall be the sole and exclusive owner of the modifications to
the R5000 made by QED hereunder and embodied in Product.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
2.
7. CHOICE OF LAW. This Agreement is made in and shall be construed in
accordance with the laws of the state of California.
8. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof. This Agreement may
only be modified by a written instrument signed by each party hereto.
9. WAIVER. No waiver of any right or default hereunder shall constitute a
waiver of the right or default in any subsequent exercise thereof.
10. TIME LIMIT FOR SUIT. Any action by QED or IDT hereunder must be
commenced within one year of the date the cause of action arose.
11. SEVERABILITY. If any provision of these terms and conditions shall be
ruled unenforceable, then the remainder shall be enforced to the extent
permissible.
12. TERM. This Agreement shall remain in effect so long as IDT shall
manufacture and/or sell the Product.
12.1 IDT's obligation to pay royalties (and audit rights) thereon to QED
hereunder shall continue so long as IDT shall sell the Product.
12.2 In the event of a breach of any material obligation by a party hereto,
the damaged party shall notify the breaching party of such breach by
notice. The breaching party shall have thirty days to cure such breach.
In the event the breaching party shall fail to cure such breach within
said thirty days, the innocent party may thereafter terminate this
Agreement forthwith by notice.
12.3 Neither party shall be liable for any delay in performing any
obligation hereunder due to causes beyond its reasonable control,
including, without limitation, acts of the judiciary, natural disaster,
war, or civil unrest. In the event of any such delay, the time for
performance by the affected party shall be extended for a period equal
to the period of such delay.
13. NOTICES. Any notice or consent required or permitted to be granted,
obtained or sent hereunder shall be duly given if in writing and shall
be effective when personally delivered or mailed, postage prepaid, as
follows:
If to IDT: President and Chief Executive Officer
Integrated Device Technology. Inc.
0000 Xxxxxxx Xxx
Xxxxx Xxxxx, XX 00000
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
3.
With a copy to:
Xxxx Xxxxxxx
Attorney at Law
0000 Xxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000-0000
If to QED: President
Quantum Effect Design. Inc.
0000-0 Xxxxx Xxxx.
Xxxxx Xxxxx, Xxxxxxxxxx 00000
With a copy to:
Xxxxxxx Xxxxxxxxxxx, Esq.
Xxxxxxxx, Xxxx & Xxxxxxx
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Each party shall have ten days following receipt of any notice of
breach or default to cure such breach or default and any such cure
shall be promptly communicated to the other party in writing.
14. ASSIGNMENT. Neither party shall assign this Agreement to any other
party, by operation of law or otherwise, without the prior consent of
the other.
IN WITNESS WHEREOF, the parties have signed this Development
Agreement as of the date first above written.
Integrated Device Technology, Inc. Quantum Effect Device, Inc.
By: /s/ 6/14/96 By: /s/ 6/14/96
-------------------------------- --------------------------------
Title: Vice President & General Title: Vice President Marketing and
Manager Sales
----------------------------- -----------------------------
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
4.
June 14, 1996
CONFIDENTIAL INFORMATION TRANSMITTAL RECORD
To: Integrated Device Technology
By: Quantum Effect Design
8mmTAR tape containing
ARIEL-2.1 RTL, SCHEMATIC AND LAYOUT DATABASE
delivered to person signed below.
---------------------- --------------- --------------- ---------------
IDT Date QED Date
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
1.
