LETTERHEAD
December 11, 1995
Xxxxx Xxxxxx, President
Xxxxxxxxxx Technology Incorporated
00 Xxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Technology Transfer and Development Agreement
Dear Xxxxx:
This is an Amendment to the Technology Transfer and Development Agreement
("Agreement") between International Business Machines Corporation ("IBM") and
Xxxxxxxxxx Technology Incorporated ("HTI") executed June 15, 1995.
The Agreement is to be amended as follows:
I. DEFINITION OF INTEGRATED LEAD SUSPENSION
The following sentence is added to the end of Section 1.20 on page 9:
[****CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION************************].
II. CONTINUING HTI SUPPORT OF IBM PRODUCTS
The following paragraph is added to the end of Section 2.4 on page 13:
HTI agrees to continue using its best efforts to design and qualify an
Integrated Lead Suspension for use in IBM products and to continue to respond
to reasonable IBM Integrated Lead Suspension product needs.
III. FREE PROTOTYPES
In line 4 of Section 2.8 on page 15. [****CONFIDENTIAL TREATMENT REQUESTED;
PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION************************] is deleted and replaced with
[****CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION************************].
IV. EXCLUSIVITY
Section 12.3 is amended as follows:
In lines 8-9 of Section 12.3 on page 41, the phrase "[****CONFIDENTIAL TREATMENT
REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION************************] " is deleted and replaced with
"[****CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION************************]."
Lines 12-45 of Section 12.3 on pages 41-43, beginning with "[****CONFIDENTIAL
TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION************************]" and ending with "[****CONFIDENTIAL
TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION************************]" is deleted and the following
lines are inserted in their place:
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[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION***] shall be comprised
of the following phases:
[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION***]
The above [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION***] does not apply to HTI
delivery of [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***].
The [***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION***] which may or may not be added to
Appendix A shall be determined by an agreement in writing between both parties
at a future time. These future [***CONFIDENTIAL TREATMENT REQUESTED; PORTION
OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] will
use the same general structure as above [***CONFIDENTIAL TREATMENT REQUESTED;
PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION***].
V. HTI ROYALTY PAYMENTS TO IBM
In Section 12.5, lines 7-21 on page 45, beginning with "In the event that"
and ending with "three year anniversary of the [****CONFIDENTIAL TREATMENT
REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION************************] unit shipment date." is deleted and the
following is inserted in their place:
In addition to the HTI payments to IBM described in Section 7.1, HTI shall
make to IBM the following payments within 15 days of each specified date for
a total of five and one half million dollars ($5,500,000):
Five hundred thousand dollars ($500,000) on Jan. 1, 1996;
One and one half million dollars ($1,500,000) on Jan. 1, 1997;
One and one half million dollars ($1,500,000) on Jan. 1, 1998;
Two million dollars ($2,000,000) on Jan. 1, 1999.
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VI. TERMINATION
Section 16.5 is amended as follows:
The phrase "[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]" in the second
paragraph of Section 16.5 on page 53 is deleted and replaced with
"[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION***]."
The phrase "[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]" in the third
paragraph of Section 16.5 on page 53 is deleted.
The phrase "[***CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***]" in the third
paragraph of Section 16.5 on page 53 is deleted.
VII. APPENDIX A
"Pico Inductive" is added to the list of design categories at the end of the
last sentence of Section 1.1 of Appendix A.
The parties agree to modify and amend the Agreement only to the extent set
forth in this Amendment. All other terms and conditions of the Agreement
shall continue unchanged and remain in full force and effect.
If an inconsistency exists between the terms of the Amendment and the terms
of the Agreement, the terms of this Amendment shall prevail.
Please indicate your agreement to the changes described in this amendment by
signing both originals and returning one original to me at the above address.
Sincerely yours,
INTERNATIONAL BUSINESS
MACHINES CORPORATION
/s/ Xxx X. Xxx Xxxxxx
---------------------------------
R. S. Xxx Xxxxxx
V.P., HDD Technology Development & Manufacturing
ACCEPTED AND AGREED TO:
XXXXXXXXXX TECHNOLOGY INCORPORATED
By: Xxxxx X. Xxxxxx
-----------------------------
Title: PRESIDENT
--------------------------
Date: December 14, 1995
--------------------------
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