AMENDMENT 1 TO ASIC DEVELOPMENT AND SUPPLY AGREEMENT
Exhibit 10.23
AMENDMENT 1 TO
This Amendment No. 1 (“Amendment”) to the ASIC Development and Supply Agreement (“Agreement”), is deemed in effect as of March 24, 2018, by and between: (1) Square, Inc., a Delaware corporation having its principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000 (“Square”), (2) Semiconductor Components Industries, LLC, a Delaware limited liability company having its principal place of business at 0000 X. XxXxxxxx Xxxx, Xxxxxxx, XX 00000, and (3) ON Semiconductor Trading S·rl (formerly known as ON Semiconductor Trading, Ltd.), a corporation organized under the laws of Switzerland and having its principal place of business at Xxxxxx xx xx Xxxx 0, Xxxxxxxx, 0000 Xxxxxxxxxxx, including each party’s respective subsidiaries and affiliates. Semiconductor Components Industries LLC and ON Semiconductor Trading S·rl shall hereinafter be referred to collectively as “ON Semiconductor” and shall be jointly liable for compliance with this Amendment. In the event of any conflict between this Amendment and the Agreement, the parties agree and acknowledge that this Amendment shall supersede and take precedence. Any defined terms referenced hereunder shall have the same definition and meaning as set forth in the Agreement.
WHEREAS, the Parties entered into the Agreement to set forth the terms governing the development by ON Semiconductor and Square of Application Specific Integrated Circuits (collectively, “ASIC’s”) for sale to Square and/or Authorized Purchaser(s) as further defined therein;
WHEREAS, the Parties now intend to modify those terms as further described hereunder; and
NOW, THEREFORE, for good and valuable consideration received by each party from the other including entry into this Agreement and the covenants thereof, the parties hereto agree as follows:
Notwithstanding Article 7 of the Agreement , the Parties agree that the Initial Term shall extend up to and include the date of March 24, 2021.
2. ASSIGNMENT
The Parties agree to add the following as an additional language at the end of Article 15.1 of the Agreement:
“In the event of an assignment arising from or out of a merger, acquisition or sale, notwithstanding the foregoing or anything herein to the contrary, ON Semiconductor agrees to continue its obligations hereunder for no less than twelve (12) months from the date of such assignment.”
The Parties agree that Exhibit C Section III, E, Cancellation Policy subparagraphs 2 and 3 will be entirely deleted and replaced with the following language:
2. SQUARE may cancel, subject to the cancellation charges described below, Production Products with written notice prior to ON SEMICONDUCTOR’s shipment. Cancellation charges for Production Products shall be, as of the date that ON SEMICONDUCTOR receives the SQUARE’s notice of cancellation, ON SEMICONDUCTOR’s costs incurred, not to exceed ON Semiconductor’s selling price of the Production Products.
Except as otherwise referenced herein, all other terms of the Agreement, including Exhibits A to G thereto, shall remain in full force and effect. The Parties may execute this Amendment in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Amendment.
SQUARE, INC.: SEMICONDUCTOR COMPONENTS INDUSTRIES,
LLC:
By: /s/ Xxxxx Xxxxxxxxxx | By: /s/ Xxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxxxx | Name: Xxxx Xxxxxxxx | |
Title: VP Hardware | Title: Senior Director | |
Date: 1.8.19 | Date: 15 Jan 19 | |
ON SEMICONDUCTOR TRADING SARL | ||
By: /s/ Xxxxx Xxxxxxx | ||
Name: Xxxxx Xxxxxxx | ||
Title: Director | ||
Name: Jan 15, 2019 |