EXHIBIT 10.17
Certain confidential information has been omitted from this Exhibit 10.17
pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
symbol "[*]" at each place in this Exhibit 10.17 where the omitted information
appeared in the original.
MASTER DEVELOPMENT, PURCHASING AND LICENSE AGREEMENT
BETWEEN
INTEL CORPORATION AND MARVELL SEMICONDUCTOR, INC.
AMENDMENT NUMBER 3
This Amendment Number 3 (this "Amendment Number 3") amends that
certain Master Development, Purchasing and License Agreement dated May 19, 2000
(the "Effective Date"), as amended, by and between Intel Corporation ("Intel")
and Marvell Semiconductor, Inc. ("Marvell")(the "Agreement") and is dated and is
effective as of October 10, 2002 (the "Third Amendment Effective Date"). Intel
and Marvell are each are "party" hereunder and, collectively, are the "parties"
hereunder.
RECITALS
WHEREAS, the parties entered into the Agreement on the Effective Date;
WHEREAS, the parties first amended the Agreement on October 18, 2000 (the
"Amendment Effective Date");
WHEREAS, the parties additionally amended the Agreement on July 17, 2001
(the "Second Amendment Effective Date");
WHEREAS, the parties seek to enter into this Amendment Number 3 to, inter
alia, [*] and certain other provisions arising under the Agreement, as amended
to date, and to provide for the [*] set forth herein;
WHEREAS, the parties seek to enter into this Amendment Number 3 in order
to begin the development activities provided for in the Project Statement to be
attached hereto as Attachment number 7 to Exhibit C; and,
WHEREAS, the parties wish to restate, adopt, republish and otherwise agree
to each and every other term of the Agreement, as amended to date, and each
exhibit thereto with the additional amendments set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants set forth herein and in the Agreement, as amended to date, and for
other good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties hereby agree as follows:
1. Except as set forth herein, each and every term and condition set forth in
the Agreement, as amended to date, and each Exhibit thereto shall remain in full
force and effect.
2. Except as set for herein, all capitalized or defined terms herein shall
have meaning given such terms in the Agreement, as amended to date.
3. The parties agree that Intel shall [*] during the [*] provided for in [*].
The parties agree that Intel shall [*]t," during the [*] provided for in [*].
The parties agree that the [*] for any [*] set forth in [*] shall be the [*]
[*].
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4. To effect the parties' intentions set forth above, the parties hereby
agree that the Agreement, as amended to date, shall be further amended as of the
Third Amendment Effective Date as follows:
4.1 Each term, condition and other item of information set forth in
Section [*] and Section [*] of the Agreement shall be deleted in their entirety.
4.2 Each term, condition and other item of information set forth in
Section [*], Section [*] and Section [*] of Exhibit [*] of that certain
Amendment Number 1 dated the Amendment Effective Date by and between the parties
("Amendment Number 1") shall be deleted in its entirety.
4.3 Each term, condition and other item of information set forth in
Section [*] and all sub-sections thereunder of Exhibit [*] of Amendment Number 1
shall be deleted in their entirety and replaced with the following:
"Intel shall be entitled [*] from Marvell the following [*] [*] at the
following [*]:
[*]
[*]* [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*]* [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*]* [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*]* [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*]* [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
*[*] [*] for these [*] devices are those [*] on purchase orders issued by
Intel and accepted by Marvell [*].
**[*] for [*] relate to the proposed [*] [*] to be [*] pursuant to
Attachment 7 to Exhibit C to be attached hereto, the [*]. Intel agrees to
(i) [*] within 30 days of the [*] and (ii) make reasonable efforts [*] as
soon as possible. The parties agree that Intel [*].
For the avoidance of doubt, any purchases of the [*] set forth in [*] made
by Intel [*], [*], shall be [*] [*] corresponding to such devices set
forth in [*]. In the event that Intel [*] for any such [*] purchases,
Marvell shall [*] set forth above for such units in such quarters.
Unless otherwise agreed in writing, the parties agree that [*] set forth
above [*] Intel will pay to Marvell for such devices and that under no
circumstances at any time [*]."
4.4 Each term, condition and other item of information set forth in
Section [*] and all sub-sections thereunder of Exhibit [*] of Amendment Number 1
shall be deleted in their entirety.
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4.5 Each term, condition and other item of information set forth in
Exhibit [*] and Exhibit [*] of the Agreement as incorporated into the Agreement
pursuant to Amendment Number 1 and all sub-sections under such Exhibits [*] and
[*] shall be deleted in their entirety.
4.6 Each term, condition and other item of information set forth in
Section [*] of the Agreement as incorporated into the Agreement pursuant to [*]
of Amendment Number 2 shall be deleted in its entirety.
4.7 Each term, condition and other item of information set forth in
Section [*] of the Agreement as incorporated into the Agreement pursuant to 3.8
of Amendment Number 2 shall be deleted in its entirety.
4.8 Each term, condition and other item of information set forth in
Section [*] of the Agreement as incorporated into the Agreement pursuant to [*]
of Amendment Number 2 shall be deleted in its entirety.
4.9 Each term, condition and other item of information set forth in
Section [*] of the Agreement as incorporated into the Agreement pursuant to [*]
of Amendment Number 2 shall be deleted in its entirety.
4.10 Each term, condition and other item of information set forth in
Section 14 of the Agreement as incorporated into the Agreement pursuant to [*]
of Amendment Number 2 shall be deleted in their entirety.
4.11 Each term, condition and other item of information set forth in
Section [*] of the Agreement as amended pursuant to [*] of Amendment Number 2
shall be deleted in its entirety and replaced with the following.
"Unless earlier terminated by written mutual agreement of the parties or
extended pursuant to the terms of [*] Section [*], the term of this
Agreement will expire with respect to each Project Statement entered into
by and between the parties [*]. Notwithstanding the foregoing, however,
the [*] shall survive for [*] beyond the date of such expiration."
4.12 Each term, condition and other item of information set forth in
Section [*] of the Agreement shall be deleted in its entirety.
4.13 Each term, condition and other item of information set forth in
Section [*] of the Agreement shall be deleted in its entirety.
4.14 Each term, condition and other item of information set forth in
Section [*] of the Agreement as incorporated into the Agreement pursuant to [*]
of Amendment Number 2 shall be deleted in their entirety.
4.15 Each term, condition and other item of information set forth in "[*]
of the Agreement, [*]," shall be deleted in their entirety.
4.16 Each term, condition and other item of information set forth in "[*]
of the Agreement, "[*]," shall be deleted in their entirety.
4.17 Each term, condition and other item of information set forth in "[*]
of the Agreement, "[*]," shall be deleted in their entirety.
4.18 Each term, condition and other item of information set forth in "[*]
of the Agreement, "[*]," shall be deleted in their entirety.
4.19 Each term, condition and other item of information set forth in [*]
of the Agreement, "[*]," shall be deleted in their entirety.
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4.20 Each term, condition and other item of information set forth in "[*]
of the Agreement[*]," shall be deleted in their entirety.
5. In connection with the execution of this Amendment Number 3, the parties
hereby agree to undertake the mutual development activities set forth [*],"
attached hereto, which the parties agree shall be incorporated into the
Agreement, as amended to date, as Attachment Number 7 to Exhibit C.
6. The Agreement as amended to date, and this Amendment Number 3, along with
Attachment Number 7 to be attached hereto, are to be read together as one
document. If any term or condition of this Amendment Number 3, including the
attachment hereto, shall conflict with any term or condition of the Agreement,
as amended to date, then the Agreement, as amended to date, shall govern such
conflicting provision.
7. This Amendment Number 3 and Attachment Number 7 hereto, and the Agreement, as
amended to date, constitute the entire agreement between the parties relating to
the subject matter herein, thereon and therein and supersedes all prior and
contemporaneous agreements, discussions, negotiations, and understandings
between the parties, whether oral or written, express or implied.
IN WITNESS WHEREOF, the parties, by and through their respective
representatives, hereby execute this Amendment Number 3.
"MARVELL" "INTEL"
MARVELL SEMICONDUCTOR, INC. INTEL CORPORATION
By: ____________________________ By:______________________________
Name: DR. XXXXX XXXXXXXX Name: XXX XXXX
Title: PRESIDENT AND CEO Title: GM, LAN ACCESS DIVISION
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