EXHIBIT 10.10
Addendum to Cooperation Agreement
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This Addendum to the Cooperation Agreement ("Addendum") made effective as of
April 20/th/, 1999 by and between Sumitomo Electric Industries, Ltd., a Japanese
corporation with its principal offices at 5-33. Xxxxxxxx 0-xxxxx, Xxxx-xx,
Xxxxx, 000-0000 Xxxxx ("Sumitomo"), and Centillium Technology Corporation, a
corporation organized under the of laws the state of california, U.S.A. and
having an address at 00000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx, 00000, X.X.X.
("Centillium").
WITNESSETH:
WHEREAS, both parties executed COOPERATION AGREEMENT BETWEEN CENTILLIUM
TECHNOLOGY CORPORATION AND SUMITOMO ELECTRIC INDUSTRIES" effective as of October
15, 1997 ("Agreement"),
WHEREAS, Centillium has developed, in accordance with Item 2(b)(ii) of the
Agreement, chip sets and software applied for the Japanese ADSL market which is
called G.992.2 Annex C ("Annex C"), and
WHEREAS, both parties desire to reduce to writing in whole, the verbal
agreements made between the parties on the NRE charges as set forth in Item
2(b)(iii) of the Agreement, which will be paid to Centillium by Sumitomo in
connection with development and support of Annex C.
NOW, THEREFORE, for the supplement purpose of the Agreement, both parties agree
as follows:
1. Definition
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(1) "Chip Sets" shall mean digital and analog versions of the chip sets to be
developed by Centillium hereunder which meets the specifications of G.992.2
Annex A ("Annex A") and Annex C.
(2) "Software" shall mean the software to be developed by Centillium hereunder
to meet G.992.2 Annex C, which shall be incorporated into the software
portion of the Chip Sets.
(3) "Sample" means the Chip Sets and the Software to be released by Centillium
to allow Sumitomo to perform engineering evaluation thereof. Sample Chip
Sets should support the majority of the features and capabilities specified
in the product data sheet. Sample Software should also support the majority
of the features and capabilities specified in the Annex C specifications,
and shall be tested by the digital and analog versions of the Chip Sets;
however a certain features and/or performance objectives may not be
supported by the Sample. All of the deviations compared to a fully
functional product shall be documented and maintained in an Errata Sheet.
The specification of the Sample shall be attached hereto as Attachment B.
(4) "Pre-production Version" means the Chip Sets/Software generally identical
to the Production Version. Pre-production status conveys that Centillium is
not quite ready to accept sizable production orders. The specification of
the Pre-Production Version shall be attached hereto as Attachment C.
(5) "Production Version" means the Chip Set/Software which are production
worthy and are fully compliant to all of the features and performance
claims specified in the Annex C specification. The specification of the
Product Version shall be attached hereto as Attachment D.
(6) "Deliverable" means each of the Sample, Pre-production Version and
Production Version of the Chip Sets and Software to be provided to Sumitomo
for evaluation purpose only in accordance with the delivery schedule as set
forth in Item 2(1) below.
2. Delivery
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(1) Centillium shall provide Sumitomo with Deliverables in accordance with the
following delivery schedule:
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Deliverable Delivery Date
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Sample Pre-production Version Production Version
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Chip Sets March 15, 1999 April 15, 1999 May 15, 1999
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Software April 1, 1999 May 1, 1999 June 1, 1999
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(2) Sumitomo shall evaluate whether such Deliverable complies with the
mandatory, required features of the Annex C specifications within thirty
(30) days after receipt of each Deliverable. Either written acceptance of a
Deliverable or failure to provide notice of rejection within thirty (30)
day period provided above shall constitute acceptance ("Acceptance") by
Sumitomo of such Deliverable. If Sumitomo rejects any Deliverable,
Centillium shall make best efforts to submit the corrected Deliverable to
Sumitomo promptly.
(3) In the event of Centillium's delay or failure in delivery of the
Deliverables which conform to the Annex C specifications, both parties
shall work cooperatively to solve the problem.
3. Payments
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(1) For the services rendered and to partially cover the expenses incurred by
Centillium in development of Annex C solution, Sumitomo agrees to pay
Centillium the sum of 330,000 U.S. Dollars ($330,000). The payments shall
be made in accordance to the following schedule:
a) $230,000: payable upon Delivery of the Sample of the Chip Sets and
Software
b) $100,000: payable upon Acceptance of Production Versions of the Chip
Sets and Software.
4. Price of Products
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(1) Centillium shall supply Sumitomo with the Chip Sets incorporating Software
("Products"), pursuant to the terms and conditions of a separate Product
purchase agreement to be agreed upon between the parties.
(2) Considering that Sumitomo partially bears the expenses incurred by
Centillium in development of Annex C solution, Centillium agrees to grant
Sumitomo the most favored customer status for annex C products. This status
ensures Sumitomo will get the same level of pricing that Centillium offers
to its most valued customers for Annex C.
(3) In order to confirm whether the Item 4(2) above is properly performed.
Sumitomo shall have a right to audit, at Sumitomo's expense, Centillium's
pricing condition with a third party purchasing any chip sets from
Centillium. Such audit shall be not more often than once per year and shall
be made by an independent certified public accountant acceptable to both
parties, and Sumitomo may only have access to the result as to whether
Centillium complies with the Item 4(2) or not. If an audit discloses
Centillium's non-compliance with the Item 4(2), Sumitomo may claim
Centillium for the total amount of difference, between Sumitomo's actual
purchase price and the price to be calculated under Item 4(2).
5. Others
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(1) This Addendum shall be included as an addendum to the Agreement. All other
provisions of the Agreement shall remain in full force.
(2) This Addendum constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by their duly authorized officers or representatives.
Sumitomo Electric Industries, Ltd. Centillium Technology Corporation
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
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Print Name: Xxxx Xxxxxx Print Name: Xxxxx Xxxxxx
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Title: Manager, Access Systems Group Title: V.P.
Systems & Electronics R & D Center Planning and Business
Development
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Date: Date: 4/20/99
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Attachment B The Specification of the Sample
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- New Analog + New Digital Chips
- 4 ports
- Stable and good performing DBM
- Latest Host I/F
- Passing Data
Attachment C The Specification of the Pre-Production Version
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In addition to the Sample:
- Fast Retrain
- G.hs
- Power Management (L0.L3)
Attachment D The Specification of the Production Version
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- Fully compliant to all of the features and performance claims specified
in the product data sheet.
