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.
Exhibit 10.15
ASIC DEVELOPMENT AGREEMENT
This is an agreement, dated as of June 24th, 1997 ("Effective Date") by and
between SUPERTEC ELECTRONICS Ltd., located at 0 Xxxxxxxx Xx., Xxxxxxx 00000,
XXX 0000 Xxxxxx (hereinafter "SUPERTEC"), and NOGATECH Ltd., located at 2 Miviz
Kadesh Xx. Xxxxx Xxxxxx 00000, Xxxxxx (hereinafter "CUSTOMER").
Whereas, CUSTOMER requires a design for a particular semiconductor product in
accordance with the design based on LG SEMICON'S technology.
Whereas, SUPERTEC has expertise in the design of semiconductor products and
believes it can perform the obligations described herein relating to the design
and production of the Product in accordance with this Agreement; and
Whereas, LG SEMICON has expertise in the manufacturing of integrated circuits,
and believes it can perform the obligations described herein relating to the
production of a design for Product and the manufacture of the Product in
accordance with this Agreement;
Whereas, CUSTOMER desires to purchase from SUPERTEC as its sole supplier for the
following design, and targeting for the quantity of more than 1 MILLION units
per year and SUPERTEC desires to sell such semiconductor products which are
developed by CUSTOMER and SUPERTEC and produced by LG SEMICON.
Now, therefore, in consideration of the Agreements between SUPERTEC and LG
SEMICON the parties hereto agree as follows:
PRODUCTION & DEVELOPMENT
SUPERTEC and CUSTOMER agree to use their respective best efforts to perform the
Design Steps for which such party is responsible as follows and to complete each
such Design Step by the appropriate Target Completion Date as follows:
1. DEFINITION
Project Name: XX 0000
Part Number: GVS 853XX
Package: 100 PQFP
Technology: 0.35 um SC TLM
Size: 4,014 um x 4,014 um
Description: 80 K gate 4 K byte DPRAM, USB transceiver, PLL,
Power-On-Reset, Clock Generator
2. DEVELOPMENT OF PRODUCT
2.1 Development of * module (DRAM controller preliminary estimation 1-2
months).
2.2 Synthesis of RTL Varilog files and test vectors generation (preliminary
estimation-4 months of half time of an engineer).
2.3 Development of first stage ASIC in 0.6 um SC for Comdex fair (including 80K
gate, 4K byte DPRAM, USB transceiver).
2.4 Development of second stage ASIC in 0.35 um S.C.
* If there is a significant change in the development hours (more than 10%)
SuperTec should notified Nogatech to get the exceeded hours.
3. FORECAST FOR COMPLETION DATES
Design Step Completion Date
----------- ---------------
* Beginning of ASIC design Upon placement of the CUSTOMER'S order
* Design 1 module 1-2 months - by Supertec
* Altera preliminary NL + TV Beginning of July - Nogatech releases
* Altera Full Integration Aug 3rd - Nogatech releases
* Altera Final NL + TV Aug. 10th - Nogatech releases
* LG final NL + TV Aug. 24th - Supertec releases
* LG final NL + TV tape-out Sep. 1st - Nogatech approval
* 1st Sign-Off, (0.6um) Sep. 8th - Nogatech approval
* SDF out (0.6um) Sep. 15th - LG releases
* 2nd Sign-Off (0.6um) Sep. 18th - Nogatech approval
* Delivery of Prototypes (0.6um) Oct. 20th - by LG ex Korea
* LG NL + TV tape-out (0.35um) Nov. 6th - by LG ex Korea
* 1st Sign-Off, (0.35um) Nov. 10th - Nogatech approval
* SDF est (0.35um) Nov. 17th - LG releases
* 2nd Sign-Off.(0.35um) Nov. 20th - Nogatech approval
* Delivery of Prototypes (0.35um) Dec. 25th - by LG ex Korea
* Prototype Approval (0.35um) Jan 8th 1998- Nogatech approval
* Mass Production (0.35um) Feb. 26th 1998 - by LG ex Korea
[**] 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.
TERMS OF CONTRACT
1. GENERAL TERMS
This Agreement shall be effective from the date that this agreement is signed by
both parties and shall extend for a term of 5 years from the function approval
of the samples.
The CUSTOMER should confirm in writing the Prototype approval of the ASIC
product as soon as possible after receipt of the Prototype but no later than 60
days.
In the event that CUSTOMER does not specifically reject the prototypes provided
by SUPERTEC in writing within 60 days, such samples shall be deemed to be
accepted by CUSTOMER.
After Prototype approval CUSTOMER will issue a yearly forecast for expected
quantity. The CUSTOMER shall confirm the rolling forecast two quarters before
delivery. The rolling forecast shall be updated by the CUSTOMER in writing at
the beginning of each quarter.
After Prototype approval with respect to the yearly forecast, CUSTOMER must
issue a firm order 2-3 months before delivery. The order cannot be canceled 75
days before confirmed delivery date (Ex Korea).
Any changes to the specifications of the Product requested by CUSTOMER shall be
subject to mutual agreement by both parties by written consent of both parties,
as to adjustments to the Design and Payment Schedule.
2. PRICES
------
------------------------------------------------------------------------------------------
Pos. Product Pkg. Qty/Yr. Unit Price
USD
------------------------------------------------------------------------------------------
1. 80K gates *** PQFP ***K *.**
4x1K 8bit DPRAM ***K *.**
SC TLM 0.35um ***K *.**
*M *.**
------------------------------------------------------------------------------------------
2. NRE - 0.35 um SC TLM 90,000
60 Prototypes are included
------------------------------------------------------------------------------------------
3. NRE - 0.6 um SC TLM 40,000
60 Prototypes are included
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4. Development Charge per hour 65
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[**] 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. PAYMENT
Payment for Mass Production orders will be NET 30 days after delivery, FOB
Korea, covered by CUSTOMER's Bank Guarantee in advance in addition to Bank
Guarantee according to paragraph 3.3, or any other arrangement which will be
agreed.
3.2 The NRE'S Costs will be invoiced as follows:
- $39 K immediately at Order Placing.
- $39 K immediately at the 0.6 um SC 1st Sign-Off design step.
- $52 K a 0.35 um SC at Prototype Delivery
- All development cost of $65 per Hour which will be paid during 1998,
and will be added to the Unit Price of the first 100K units, by
dividing the total cost to 100K units.
3.3 CUSTOMER will issue within the 0.6 um SC 1st Sign-Off design step, a Bank
Guarantee in the amount of $52,000 US plus 17% VAT with validity until Dec.
31, 1998.
3.4 SUPERTEC reserves the right to use the Bank Guarantee in paragraph 3.3 only
in case of the following:
- None payment or Partial Payment by the CUSTOMER.
- CUSTOMER fails to purchase the 100,000 pieces, by Dec. 31, 1998.
3.5 Unless otherwise stated herein, the prices quoted in this Agreement do not
include custom duties or sales, use, excise or other similar taxes payable
hereunder, and the same shall be added.
GENERAL
CUSTOMER agrees and understands that all development efforts were a long term
relationship. If the project will continue in a second generation or version,
the continued development will be done through SUPERTEC, based on first refusal,
and meeting technical and marketing requirements.
1. EXCLUSIVE RIGHTS AND CONFIDENTIALITY
Either parties understand and hereby acknowledge that it may become informed of,
and access to, confidential information of the other party including, but not
limited to trade secrets and technical information, and that such information is
the exclusive property of the other party.
Parts of the product which are not trade secrets or professional secrets or
commonly known and are released by the CUSTOMER, may be used in other designs
completed by SUPERTEC or LG or 3rd parties.
It is agreed that CUSTOMER is the owners and holders of all proprietary
rights and has exclusive rights and absolute title respecting all of the data
base, that he has given to SUPERTEC including Verilog RTL and all inventions
process, know-how, computer program, technical data, information trade
secrets, copy writing and any other rights with respect to the foregoing.
It is agreed that SUPERTEC is the owners and holders of all proprietary rights
and has exclusive rights and absolute title respecting all of the data which
SUPERTEC developed for the project done by SUPERTEC for the CUSTOMER including
Net List, Test Vectors, Layout Masks and all inventions process, know-how
computer program, technical data, information trade secrets, copy writing and
any other rights with respect to the foregoing.
It is agreed that SUPERTEC is not allowed to use the Net List, Test Vectors, and
Layout Masks which SUPERTEC developed for the project done by SUPERTEC for the
CUSTOMER other than for the CUSTOMER Mass Production supply.
It is agreed that SUPERTEC is not the owners of the 2 modules which were
developed for the CUSTOMER.
2. RESPONSIBILITY
CUSTOMER will be responsible for Prototypes and Sign Off Approvals and for all
the developmental work for both the CUSTOMER and SUPERTEC.
3. MAJOR FORCE
Neither party to this Agreement shall be liable for its failure to perform any
of its obligations hereunder during any period in which such performance is
prevented by any cause beyond its control such as war, riots, sovereign act,
civil conditions, act of God, earthquakes, epidemics, floods, fires, quarantine
restrictions, accident, strike or lock out (also on part of suppliers), delays
in transportation, raw material shortages or delay in the delivery of essential
operating supplies or raw materials. An agreed delivery period shall be
extended for the time after which such prevention continues and for a reasonable
period of no more than 4 weeks.
4. APPLICABLE LAW; JURISDICTION
The validity, performance and construction of this Agreement shall be governed
by the laws of Israel, and Tel Aviv, Israel, shall be the appropriate venue and
jurisdiction for the resolution of disputes hereunder.
5. INVALIDITY
Should any one or more parts of this agreement be declared invalid by any court
of jurisdiction for any reason, such decision shall not affect the validity of
any portions, which shall remain in full force can effect as if this agreement
has executed with the invalid part or parts thereof eliminated.
6. ATTORNEY'S FEES
The prevailing party in any legal action arising out of or related to this
Agreement shall be entitled to its reasonable court costs and attorneys' fees.
SUPERTEC ELECTRONICS LTD. NOGATECH LTD.
BY: SuperTec Electronics Ltd. By: Nogatech Ltd.
NAME: Udi Shamir NAME: Xxxx Xxxxxx
Signature /s/ Udi Shamir Signature: /s/ Xxxx Xxxxxx
-------------- ---------------
TITLE: General Manager TITLE: General Manager
DATE: 24 June, 1997 DATE: 24/June, 1997
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