Exhibit 10.19
License Reference No. L993658
TECHNOLOGY TRANSFER AGREEMENT
BETWEEN
INTERNATIONAL BUSINESS MACHINES
CORPORATION
AND
HEADWAY TECHNOLOGIES, INC.
July 30, 1999
[*]=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.
TECHNOLOGY TRANSFER AGREEMENT
-----------------------------
TABLE OF CONTENTS
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Section 1.0 DEFINITIONS................................ 1
Section 2.0 LICENSES................................... 3
Section 3.0 INTELLECTUAL PROPERTY PROTECTION........... 4
Section 4.0 IBM-HEADWAY PATENT LICENSE AGREEMENT....... 5
Section 5.0 MANAGING COORDINATORS...................... 5
Section 6.0 TERM....................................... 6
Section 7.0 TERMINATION................................ 7
Section 8.0 WARRANTIES................................. 7
Section 9.0 ACCEPTANCE OF HEADWAY LICENSED DELIVERABLES 8
Section 10.0 LIMITATION OF LIABILITY.................... 8
Section 11.0 INDEPENDENT RELATIONSHIP OF THE PARTIES.... 8
Section 12.0 NONEXCLUSIVE RELATIONSHIP.................. 9
Section 13.0 PUBLICITY.................................. 9
Section 14.0 ASSIGNMENT................................. 9
Section 15.0 EXPORT REGULATIONS......................... 9
Section 16.0 COMMUNICATIONS............................. 10
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TECHNOLOGY TRANSFER AGREEMENT
-----------------------------
TABLE OF CONTENTS
-----------------
Section 17.0 GENERAL PROVISIONS......................... 10
17.1 FORCE MAJEURE.............................. 10
17.2 WAIVER..................................... 10
17.3 SEVERABILITY............................... 10
17.4 SURVIVAL................................... 11
17.5 COMPLIANCE WITH LAWS AND REGULATIONS....... 11
17.6 GOVERNING LAW, VENUE, AND JURY TRIAL WAIVER 11
17.7 AGREEMENT INTERPRETATION................... 11
17.8 AMENDMENT.................................. 11
17.9 ENTIRE AGREEMENT........................... 11
17.10 EXECUTION.................................. 12
APPENDIX A...................................................... 13
APPENDIX B...................................................... 15
iii
TECHNOLOGY TRANSFER AGREEMENT
THIS IS A TECHNOLOGY TRANSFER AGREEMENT ("Agreement") with an "Effective
Date" as of July 30, 1999, between International Business Machines
---------
Corporation, a New York corporation having a business office at 0000 Xxxxxx
Xxxx, Xxx Xxxx, Xxxxxxxxxx, 00000, Xxxxxx Xxxxxx of America ("IBM") and HEADWAY
TECHNOLOGIES, INC., a California corporation having a business office at 000 X.
Xxxxxxxx Xx., Xxxxxxxx, Xxxxxxxxxx, 00000, Xxxxxx Xxxxxx of America ("Headway").
Whereas Headway has developed Headway Licensed Technology relating to
certain Magnetic Transducer Apparatus which is proprietary to Headway; and
Whereas IBM wishes to obtain a license to such Headway Licensed Technology
to enable IBM to build Magnetic Transducer Apparatus.
Now, therefore, in consideration of the promises herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, IBM and Headway agree as follows:
Section 1.0 DEFINITIONS
The following terms shall, for the purposes of this Agreement, have the
following meanings:
1.1 "Headway Chemical Mechanical Polishing ('CMP') Manufacturing Process" shall
mean processes, materials or devices used for providing a substantially flat and
substantially smooth wafer surface, using a fill process and a chemically
assisted mechanical polishing process, at one or more manufacturing steps in
order to manufacture Magnetic Transducer Apparatus.
1.2 "Headway Confidential Information", subject to the exclusions set forth in
Section 3.2, shall mean information related to Headway Deliverables, regardless
of the form in which it is stored or the medium on which it is stored. Headway
Confidential information includes design and implementation of the Headway
Processes including information that is discernible by observing the
manufacturing line, such as the layout of the manufacturing line, the functions
of each work station, process steps, equipment used, techniques for optimizing
the performance of the equipment, and testing equipment and processes. Headway
Confidential Information also includes failure analysis steps and processes,
measurements of the effectiveness of the manufacturing process and the quality
of its output, manufacturing capacity, yields, failure rates and manufacturing
parameters.
1.3 "Headway Deliverables" shall mean the Headway Licensed Deliverables as
listed in Appendix A and the Headway Support Deliverables as listed in Appendix
B.
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1.4 "Headway Licensed Technology" shall mean the Headway technical
information, data, formulas, knowledge, process and trade secrets developed or
acquired by Headway relating to the Headway Processes as more fully described in
the Headway Deliverables and know-how provided to IBM or inherent in samples,
specifications, equipment performance, or other information, related to the
Headway Processes. Headway Licensed Technology may be in tangible form, such as
blue prints, manufacturing process instruction, product flow charts, written
specifications or product samples. Headway Licensed Technology may also be in
intangible form such as oral conversations or the performance of technical
trainings.
1.5 "Headway Notching Manufacturing Process" shall mean processes, materials
or devices used for manufacturing first and second magnetic poles where the
first and second magnetic poles have substantially equal widths and are aligned
with each other at an air bearing surface.
1.6 "Headway Processes" refers to Headway CMP Manufacturing Process and
Headway Notching Manufacturing Process.
1.7 "IBM Licensed Product" shall mean any Magnetic Transducer Apparatus
manufactured using Headway Licensed Technology.
1.8 "Magnetic Transducer Apparatus" shall mean a device that is primarily
designed for reading, writing, or erasing information on, in or from a magnetic
medium by transducing certain of the magnetic characteristics of such medium to
electrical signals, or vice versa, which characteristics and signals are
indicative of such information.
1.9 "Managing Coordinator" shall mean the person(s) effecting or supervising
the transfer of information between the parties. The identity of the Managing
Coordinator for each party is defined in Section 5.0.
1.10 "Rotating Magnetic Memory Product" or "RMM Product" shall mean any
product primarily designed for recording and/or reproducing in magnetic form
information which is in digital form during motion of a rotating cylinder,
including but not limited to a tape reel, or disk having a magnetizable surface.
1.11 "Slider" shall mean a structure primarily designed for use in a RMM
Product for supporting one or more Magnetic Transducer Apparatus in a
transducing relationship with a moving storage medium by having a surface
maintained in contact with a surface of such moving storage medium, or in
combination with the fluid flow generated by the movement of such moving storage
medium in close proximity above the surface of such moving storage medium.
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1.12 "Subsidiary" of a party hereto shall mean a corporation, company or other
entity:
(a) more than fifty percent (50%) of whose outstanding shares or securities
(representing the right to vote for the election of directors or other
managing authority) are, now or hereafter, owned or controlled, directly or
indirectly, by a company hereto, but such corporation, company or other
entity shall be deemed to be a Subsidiary only so long as such ownership or
control exists; or
(b) which does not have outstanding shares or securities, as may be the
ease in a partnership, joint venture or unincorporated association, but
more than fifty percent (50%) of the ownership interest representing the
right to make the decisions for such corporation, company or other entity
is now or hereafter, owned or controlled, directly or indirectly, by a
party hereto, but such corporation, company or other entity shall be deemed
to be a Subsidiary only so long as such ownership or control exists.
Section 2.0 LICENSES
2.1 Headway Technology License. Headway on behalf of itself and its
Subsidiaries, hereby grants to IBM a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free license to use the Headway Licensed Technology for the
purpose of enabling IBM to manufacture IBM Licensed Products for use in IBM RMM
Products and manufacture and sell lease, or otherwise transfer IBM Licensed
Products and Sliders incorporating IBM Licensed Products to third parties.
2.2 Headway Copyright License. Headway on behalf of itself and its
Subsidiaries, hereby grants to IBM a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free license under Headway's copyrights relating to the
Headway Deliverables under which IBM:
(a) shall be allowed to make copies of the Headway Deliverables for
purposes set forth in Section 2.1 above; and
(b) shall have the right to prepare derivative works based upon the Headway
Deliverables to the extent needed to use the Headway Deliverables in
connection with the purposes set forth in Section 2.1 above.
Ownership of copyrights in all Headway Deliverables shall belong
exclusively to Headway.
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2.3 Right to Sublicense Subsidiaries. The licenses granted in Sections 2.1 and
2.2 include the right of IBM to grant sublicenses to its Subsidiaries of the
same scope as the licenses enumerated in Sections 2.1 and 2.2.
2.4 Headway Deliverables. In connection with the licenses recited in Sections
2.1 and 2.2, Headway will provide IBM with the Headway Deliverables, listed in
Section 1.3. The transfer of such Headway Deliverables shall commence upon the
Effective Date of this Agreement and shall be completed (subject to IBM's right
to reject under Section 9.0) within six (6) months thereof. Other than provision
of the Headway Deliverables, Headway has no further performance obligations
relating to Headway Licensed Technology under this Agreement.
2.5 Headway Document Transfer. In connection with the licenses granted to IBM
under Sections 2.1 and 2.2, Headway will transfer to IBM a single copy of any
document, including any machine-readable document, manual or drawing in which
Headway Deliverables have been recorded or incorporated.
2.6 No Other Headway License. With the exception of the licenses granted in
Sections 2.1 and 2.2, no license or immunity is granted by Headway to IBM under
this Agreement, either directly or by implication, estoppel, or otherwise, under
any other intellectual property including patents, trademarks, copyrights,
registered semiconductor mask works, know how or trade secrets.
2.7 No Other Rights. Nothing contained in this Agreement shall be construed as
conferring on either party any rights to use in advertising, publicity or other
marketing activities any name, trademark, or other designation of the other
party hereto, including any contraction, abbreviation, or simulation of any of
the foregoing, and except as provided in Section 13.0, each party hereto agrees
not to use the existence of this Agreement in any marketing, promotion or
publicity activity without the express written approval of the other party.
2.8 Patent License. IBM license to Headway patents that may be necessary in
order for IBM to manufacture IBM Licensed Products under licenses granted in
Sections 2.1 and 2.2 is governed by a separate Patent License Agreement which
parties are planning to enter into contemporaneously with this Agreement.
Section 3.0 INTELLECTUAL PROPERTY PROTECTION
3.1 Obligation to Maintain Confidentiality. Upon receipt of Headway
Confidential Information, for a period of three (3) years after receipt thereof,
IBM shall use the same efforts to avoid publication, dissemination, or
disclosure to third parties of Headway Confidential Information as it employs
with respect to information of its own which it does not wish to publish,
disseminate or disclose to third parties. However, the sale by IBM of apparatus,
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products or services including supporting documentation therefore, which
inherently disclose Headway Confidential Information shall not constitute a
violation of this Section.
3.2 Exception to Confidentiality Obligations. These obligations to avoid
publication, dissemination, or disclosure of Headway Confidential Information
shall not apply to any information which is:
(1) already in possession of IBM without obligation of confidentiality;
(2) now or hereafter becomes publicly available without breach of this
Agreement;
(3) rightfully received by IBM from third parties without obligation of
confidentiality;
(4) independently developed by IBM; or
(5) approved for release by written agreement of Headway.
3.3 Disclosure Required by Law. If disclosure of Headway Confidential
Information is required by law, IBM shall take reasonable steps to obtain a non-
disclosure agreement from any non-government recipient of such Information, and
to obtain an appropriate order protecting the confidentiality of any such
Information in any court or other government proceedings or activities, if the
Information is not otherwise legally protected from disclosure.
Section 4.0 IBM-HEADWAY PATENT LICENSE AGREEMENT
4.1 Consideration. As a partial consideration for the licenses granted by
Headway to IBM in Sections 2.1 and 2.2, IBM is entering into a separate Patent
License Agreement with Headway. This Agreement and the Patent License Agreement
("Agreements") become effective only when both Agreements are signed by fully
authorized representatives of IBM and Headway.
Section 5.0 MANAGING COORDINATORS
5.1 Designation of Managing Coordinators. Each party hereto will promptly
designate a Managing Coordinator under this Agreement.
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5.2 Identity of Managing Coordinators. The Managing Coordinators for the
parties are:
For IBM: Xxx X. XxXxxxxx
0000 Xxxxxx Xxxx 0X/00-0
Xxx Xxxx, Xxxxxxxxxx 00000
(000) 000-0000
(000) 000-0000 (FAX)
For Headway: Mao-Xxx Xxxx
000 X. Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
(000) 000-0000
5.3 Change of Managing Coordinators. Each party may change its Managing
Coordinator (or designate a temporary acting Managing Coordinator) at any time
and from time to time during the term of this Agreement by notifying the
Managing Coordinator for the other party in writing at the above designated
address.
5.4 Duties of Managing Coordinators. The Managing Coordinator or temporary
acting Managing Coordinator will solely be authorized to:
a) submit and receive requests and responses;
b) schedule and coordinate visits by personnel of each party to facilities of
the other party and its Subsidiaries in connection with activities under
this Agreement;
c) supervise and record the exchange of confidential information in accordance
with Section 3.0;
d) monitor schedules and progress of this Agreement; and
e) supervise the transfer of Headway Licensed Technology to IBM.
Section 6.0 TERM
This Agreement shall be effective for two (2) years after the Effective
Date unless otherwise earlier terminated under the provisions of this Agreement.
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Section 7.0 TERMINATION
7.1 Termination for Breach. Either party may terminate this Agreement on
ninety (90) days written notice to the other party, only if the other party has
failed to perform any of its obligations under this Agreement and has been given
an opportunity to cure such failure in accordance with Section 7.2.
7.2 Timing of Breach. Should either party fail to perform any of its
obligations under this Agreement, said party shall not be deemed to have
breached this Agreement until the other party has given written notice of such
failure to said party and said party has failed to cure such failure within
ninety (90) days from the date of such notice.
7.3 Effect of Breach. Consistent with Sections 6.0 and 7.1 and without
limiting any other obligations Headway may have in addition to the one listed
herein, if Headway, at any time, fails to adhere to its obligations of
transferring Headway Licensed Technology and such breach is not cured within
ninety (90) days after written notice from IBM to Headway specifying the nature
of such breach, IBM shall have the right to terminate this Agreement and revoke
all the licenses granted to Headway under the Patent License Agreement and such
terminations and/or revocation shall be effective immediately upon the giving of
such notice.
7.4 Additional Effects of Breach. Termination or expiration of this Agreement,
as provided herein, shall not relieve either party of any obligation or
liability accrued hereunder prior to such termination or expiration, or rescind
or give rise to any right to rescind anything done or other consideration given
prior to the time such termination or expiration becomes effective, and such
termination or expiration shall not affect in any manner any rights of either
party arising under this Agreement prior to such termination or expiration.
7.5 Reasonable Efforts to Avoid Termination. Prior to either party terminating
this Agreement under Section 7.1, the parties shall meet forty-five (45) days
before the effective date of termination at a mutually determined location to
discuss the initiating party's desire to terminate the Agreement. At that
meeting, both parties shall negotiate in good faith in order to resolve any
problems or issues surrounding the Agreement and shall use reasonable efforts,
to avoid termination of the Agreement.
Section 8.0 WARRANTIES
8.1 No Warranties. The licenses granted by Headway to IBM recited in Sections
2.1 and 2.2 do NOT include any warranty, assurance or guarantee by Headway with
respect to infringement, misappropriation or violation of any of the
intellectual property rights of third parties.
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8.2 Disclaimer of Implied Warranties. Headway MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NONINFRINGEMENT IN CONNECTION WITH THE Headway DELIVERABLES. THE Headway
DELIVERABLES ARE PROVIDED "AS IS".
8.3 Headway Warranties. Headway hereby warrants that the subject matter of the
licenses granted by Headway to IBM and it Subsidiaries under this Agreement is
original to Headway. Headway also warrants that it possesses sufficient rights
to grant these licenses.
Section 9.0 ACCEPTANCE OF HEADWAY LICENSED DELIVERABLES
Any Headway Licensed Technology not expressly rejected by IBM within forty
five (45) days of receipt shall be deemed accepted.
Section 10.0 LIMITATION OF LIABILITY
10.1 Liability of Direct Economic Loss. Each party shall be liable for direct
economic loss suffered by the other party as a result of its breach of the
provisions of this Agreement in accordance with the law.
10.2 No Liability for Other Damages. Neither party shall be entitled to
indirect, incidental, consequential, special or punitive damages, including lost
profits based on any breach or default of the other party and including those
arising from infringement or alleged infringement of any patent, trademark,
copyright, mask work or any other intellectual property.
10.3 Limitation on Actions. No action, regardless of form, arising out of this
Agreement, may be brought by either party more than two (2) years after the
cause of action has arisen.
Section 11.0 INDEPENDENT RELATIONSHIP OF THE PARTIES
Each party will be responsible for its own employees and in no event shall any
employee of either party be deemed an employee of the other party. Matters
governing the terms and conditions of the employment of any employee, such as
supervision, work schedules, wage rate, income tax withholding, FICA
withholding, disability benefits and other benefits, are exclusively the
responsibility of the respective party.
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Section 12.0 NONEXCLUSIVE RELATIONSHIP
This Agreement does not impair the right of either party or its Subsidiaries,
without breach of this Agreement, to develop, make, use, procure and/or market
products and processes and services related to such products now or in the
future, individually or jointly with others, which may be compatible or
competitive with those developed under this Agreement.
Section 13.0 PUBLICITY
For a period of five (5) years from the Effective Date of this Agreement,
neither of the parties shall disclose the terms and conditions and subject
matter of this Agreement (other than to confirm the existence and scope of the
licenses contained herein upon inquiry by a bona fide customer or potential
customer), except as may be required by law, judicial order, government role or
regulation, without the prior written consent of the other party.
Section 14.0 ASSIGNMENT
14.1 Assignment. Except as provided in this Section 14.0, neither party shall
assign any of its rights or privileges nor delegate or subcontract any of its
obligations under this Agreement, without the prior written consent of the other
party and any act in derogation of the foregoing shall be void.
14.2 Subcontractors. Subject to the conditions set forth in this Section 14.0,
IBM may subcontract with a sub-contractor to provide facilities, manufacturing
equipment, or personnel for the manufacture of IBM Licensed Products.
14.3 Use of Subcontractors. Subject to Section 3.2 of this Agreement, IBM
shall have a written agreement with the sub-contractor that prohibits use or
disclosure of Headway Confidential Information outside of sub-contractor by the
sub-contractor and or its employees for a period of three (3) years after
receipt thereof.
Section 15.0 EXPORT REGULATIONS
Each party will comply with all applicable federal, state and local laws,
regulations and ordinances including but not limited to, the regulations of the
United States Government relating to export and re-export of software and
technical data.
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Section 16.0 COMMUNICATIONS
All communications shall be sent by facsimile or by registered or certified
mail to the following addresses and shall be effective upon mailing:
For IBM:
Director of Licensing
Intellectual Property & Licensing IBM Corporation
Xxxxx Xxxxxx Xxxxx, XX-XX 000 Xxxxxx, Xxx Xxxx 00000-0000 Facsimile: (914)
7654380
For Headway:
Xxxxxx X. Xxxxxx
Chief Financial Officer
000 X. Xxxxxxxx Xx.
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
A License Reference Number (L993658) has been assigned to this Agreement. This
number should be included in all communications including letters, faxes and e-
mail messages.
Section 17.0 GENERAL PROVISIONS
17.1 FORCE MAJEURE. Neither party shall be responsible for failure to fulfill
its obligations under this Agreement due to fire, flood, war or other such cause
beyond its control and without its fault or negligence (excluding labor
disputes) provided it promptly notifies the other party.
17.2 WAIVER. No delay or failure by either party to act in the event of a
breach or default hereunder shall be construed as a waiver of that or any
subsequent breach or default of any provision of this Agreement.
17.3 SEVERABILITY. If any section, term or provision of this Agreement is
declared unlawful or unenforceable, by competent judicial determination, the
remainder of this Agreement shall remain in full force and effect so long as the
remainder of the Agreement still provides the essential benefit of the bargain
to both parties. However, if the benefit of the bargain cannot be substantially
preserved, the remainder of the Agreement shall be either renegotiated or
terminated.
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17.4 SURVIVAL. Any rights and obligations under this Agreement which by their
nature extend beyond termination or expiration of this Agreement shall survive
and continue after termination or expiration of this Agreement and shall bind
the parties and their legal representatives, successors, heirs and assigns.
17.5 COMPLIANCE WITH LAWS AND REGULATIONS. Each party, at its own expense,
shall comply with all governmental laws and regulations relating to its duties,
obligations and performance under this Agreement and shall procure all licenses
and pay all fees and other charges required thereby.
17.6 GOVERNING LAW, VENUE, AND JURY TRIAL WAIVER. This Agreement shall be
construed, and the legal relations between the parties hereto shall be
determined, in accordance with the laws of the State of New York, United States
of America, without regard to its conflicts of laws principles. Headway consents
to the personal jurisdiction of the Federal Courts of the United States. Both
parties agree that any action brought concerning this Agreement shall be brought
in a court of competent jurisdiction in the State of New York. Both parties
agree to waive their right to a trial by jury in any dispute arising out of this
Agreement. The prevailing party in any legal action hereunder shall be entitled
to reimbursement by the other party of its expenses including, without
limitation, reasonable attorneys' fees.
17.7 AGREEMENT INTERPRETATION. The title and headings in this Agreement are
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement. References in this
Agreement to number of days, weeks, months, or years, shall mean calendar days,
weeks, months, or years.
17.8 AMENDMENT. This Agreement may not be amended or modified except by a
written agreement signed by both parties.
17.9 ENTIRE AGREEMENT. The terms of this Agreement and its Appendices A and B
which are incorporated herein by reference, embody the entire understanding of
the parties with respect to the Headway Licensed Technology and replace any
prior or contemporaneous oral or written communications relating to the subject
of this Agreement.
This Agreement will not be binding upon the parties until it has been signed by
or on behalf of each party, in which event it shall be effective as of the
Effective Date set forth above.
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17.10 EXECUTION. IN WITNESS THEREOF, the parties have caused this Agreement to
be signed by their fully authorized representatives as of the EFFECTIVE DATE.
INTERNATIONAL BUSINESS MACHINES CORPORATION
By: /s/ Xxxx X. Best
----------------
NAME: Xxxx X. Best
------------
TITLE: VP, Technology, Storage Systems Division
-------------------------------
Date: 7/30/99
-------
HEADWAY TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
----------------
Title: Chief Financial Officer
-----------------------
Date: 8/3/99
------
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Appendix A
HEADWAY LICENSED DELIVERABLES
Headway Chemical Mechanical Polishing ('CMP') Manufacturing Process
-------------------------------------------------------------------
-------------------------------------- Headway Documents
*
Headway Manufacturing Process
Instructions, Maintenance Manuals,
Control Charts and Routings
Headway Specifications, Control Charts
and Datasets
-------------------------------------- *Confidential treatment requested over
these portions of this exhibit.
July 30, 1999
[*]=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.
13
Headway Notching Manufacturing Process
--------------------------------------
-------------------------------------- Headway Documents
*
Headway Manufacturing Process
Instructions, Maintenance Manuals,
Control Charts and Routings
Headway Control Charts
and Datasets
-------------------------------------- *Confidential treatment requested over
these portions of this exhibit.
July 30, 1999
[*]=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.
14
APPENDIX B
HEADWAY SUPPORT DELIVERABLES
Training and Technical Assistance Plan
--------------------------------------
Headway, at its own expense, shall provide:
(1) manufacturing and engineering resources over six (6) calendar
months having the appropriate skills to facilitate the transfer of Headway
Licensed Technology to IBM as well as providing, at IBM's total discretion,
tutorials and written and verbal explanations on Headway Licensed
Technology to designated IBM employees; and
(2) access to Headway manufacturing and development plant sites
over six (6) calendar months to designated IBM employees in order for said
designated IBM employees to observe and participate in carrying out
processes identified by IBM and relating to Headway Licensed Technology.
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