1
EXHIBIT 10.8
[TESSERA LOGO]
Tessera Confidential
BUSINESS AGREEMENT
This Business Agreement is entered into as of June 19, 2000 (the "Effective
Date"), between Tessera, Inc., a corporation organized under the laws of
Delaware, having a principal place of business at 0000 Xxxxxxx Xxxxx, Xxx Xxxx,
XX, 00000, XXX, and EEMS Italia, SpA, a corporation organized under the laws of
Italy having a principal place of business at Xxxxx Xxxxx Xxxxxxx, 0, 00000
Xxxxxxxxxxx, Xxxxx, Xxxxx.
WHEREAS, Tessera, Inc. ("Tessera") owns certain semiconductor integrated circuit
("IC") packaging technologies, one of which it calls TCC(R) technology and
another of which it calls uBGA(R) technology, along with related IC tape design
and mounting technology it calls TCMT technology, where said technologies
include manufacturing processes, package device designs and specifications,
including design rules and certain other proprietary information and technology
required to manufacture TCC packages;
WHEREAS, EEMS Italia, SpA ("EEMS") manufactures and sells packaged semiconductor
integrated circuits and related devices and has previously entered into a TCC
License Agreement with Tessera, dated September 24, 1999 (the "TCC License
Agreement");
WHEREAS, EEMS desires that its newly formed, wholly-owned subsidiary, EEMS
Singapore Pte. Ltd. ("ESPL"), purchase the business and certain assets of
Tessera's wholly owned subsidiary, Tessera Technology Pte. Ltd. ("TTPL")
pursuant to a Business and Asset Sale and Purchase Agreement between ESPL and
TTPL (the "Purchase and Sale Agreement"), of even date herewith; and
WHEREAS, EEMS desires to exercise a royalty buy-down option under the TCC
License Agreement, and EEMS desires to purchase technical services from Tessera
related to the Purchase and Sale Agreement.
1. DEFINITIONS. Capitalized terms used in this Agreement and not defined
herein shall have the meanings stated in the TCC License Agreement and the
Purchase and Sale Agreement.
1.1 "Closing" shall have the meaning set forth in Section 5.
1.2 "Closing Date" shall have the meaning set forth in Section 5.
1.3 "ESPL 2000 Revenues" shall have the meaning set forth in Section
4.3.
1.4 "First Service Period" shall have the meaning set forth in Section
2.3.
1.5 "Joint Development Agreement" shall have the meaning set forth in
Section 7.2.
1.6 "Refund Amount" shall have the meaning set forth in Section 4.3.
2
1.7 "Open Service Balance" shall have the meaning set forth in Section
2.1.
1.8 "Royalty Buy-Down Price" shall have the meaning set forth in
Section 3.
1.9 "Second Service Period" shall have the meaning set forth in
Section 2.3.
1.10 "Service Amount" shall have the meaning set forth in Section 2.1.
1.11 "Technical Services" shall have the meaning set forth in Section
2.2.
2. SALE OF TECHNICAL SERVICES
2.1 Purchase of Technical Services. EEMS agrees to purchase Technical
Services from Tessera in an amount valued at [*] U.S. DOLLARS [*] (US$[*]) (the
"Service Amount"). Tessera will provide Technical Services in response to
requests from EEMS in types, amounts and schedules to be agreed upon at the
hourly rates set forth in Schedule 2.1. The term "Open Service Balance" shall
mean the portion of the Service Amount paid to Tessera by EEMS, which amount
will be reduced at any point in time by the cumulative price of the Technical
Services provided to EEMS by Tessera and the cumulative price of the Technical
Services forfeited as provided by Section 2.3, and represents the price of
Technical Services still to be received by EEMS.
2.2 Technical Services. "Technical Services" shall consist of services
relating to the design, failure analysis, reliability testing, and modeling of
semiconductor packages and fabrication methods. Upon mutual agreement, a portion
of the Technical Services may be provided in the form of one or more training
sessions. The Technical Services may include mutual third party customer support
at customers such as IBM (Taurus), Infineon (assembly business for uBGA(R)
devices and adoption of the 4.0 process), ST Microelectronics (16 and 32 meg
flash), Micron Technology and others.
2.3 Duration of Technical Services. Tessera shall provide Technical
Services during the period commencing on the Closing Date and ending on
September 30, 2000 (the "First Service Period") and the period commencing on
October 1, 2000 and ending on September 30 , 2002 (the "Second Service Period").
During each three (3) month period of the Second Service Period, EEMS agrees to
use or forfeit Technical Services valued at eight percent (8%) of the Service
Amount. If EEMS has not used [*] U.S. DOLLARS (US$[*]) of Technical Services by
March 31, 2002, the amount of the Open Service Balance on that date shall be
forfeited. In the event that there is any remaining unused portion of the Open
Service Balance at the end of the Second Service Period, such portion shall be
forfeited.
Tessera Confidential
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
2
3
3. ROYALTY BUY-DOWN.
EEMS shall exercise the royalty buy-down option at Closing, pursuant to
Paragraph III.D of the TCC License Agreement, by paying Tessera [*] U.S. DOLLARS
(US$[*]) (the "Royalty Buy-Down Price"). Upon receipt of this Royalty Buy-Down
Price, the royalty rate paid by EEMS under such TCC License Agreement shall be
reduced in accordance with the terms of the TCC License Agreement.
4. PAYMENT.
4.1 Service Amount and Royalty Buy-Down Prices. EEMS shall pay [*] U.S.
DOLLARS (US$[*]) of the Service Amount and the Royalty Buy-Down Price to Tessera
by separate wire transfers on the Closing Date to Union Bank of California, 00
Xxxxxxx Xxxx., Xxx Xxxx, XX 00000, Account Name: Tessera, Account No.:
6450148359, Routing No. 000000000, International Swift Code: XXXXXX00XXX, or
such other bank or account as Tessera may designate. Upon depletion of the Open
Service Balance or March 31, 2002, whichever occurs first, EEMS shall pay the
balance of the Service Amount (the Service Amount, less U.S.$1,000,000.00) to
Tessera by wire transfer as described above.
4.2 Invoices for Technical Services. Tessera shall issue invoices to EEMS
stating the quantity and type of Technical Services provided, the price of
Technical Services forfeited, the applicable hourly rate, and the Open Service
Balance remaining.
4.3 Risk Sharing.
(a) If ESPL gross revenues in the calendar year 2000 are less than [*]
U.S. DOLLARS (USD$[*]), EEMS may request that Tessera refund a portion of the
Service Amount, provided that EEMS and ESPL have used their best efforts to
maximize ESPL 2000 revenues. The amount of the refund shall be calculated as
follows:
Refund Amount = [*],
where "ESPL 0000 Xxxxxxxx" shall mean all of revenue (as measured using
Singapore GAAP) actually received from, or owed for, products or services made
or provided using the TTPL Assets or TTPL Employees in the calendar year 2000.
The Refund Amount shall not exceed $[*] even if there is no ESPL 2000 Revenue.
(b) EEMS shall cause ESPL to use its best efforts to expedite the
qualification, production, and delivery of its products and services; to achieve
maximum capacity and production rate of its production line; and to sell
products and services, and to invoice for such sales, as promptly as possible.
During the calendar year 2000 EEMS shall deliver written reports to Tessera of
ESPL actual monthly revenue fifteen (15) days after the end of each month.
Within fifteen (15) days after the end of the third calendar quarter of 2000,
EEMS shall deliver a forecast of EMPL revenue for the last calendar quarter.
Tessera Confidential
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
3
4
(c) If EEMS is eligible for a Refund Amount, EEMS may elect to receive it
in the form of cash (in US dollars) or in the form of an increase in the Open
Service Balance. EEMS agrees to provide Tessera with written notice of its
eligibility for such refund and its choice of receiving either cash or services.
EEMS must provide such notice to Tessera, if at all, by January 31, 2001, after
which the Tessera obligation to pay or credit the refund amount shall expire.
5. CLOSING
The closing of the transaction contemplated by this Agreement (the
"Closing") shall occur June 19, 2000 (the "Closing Date") at the offices of EEMS
first identified above.
6. TESSERA WARRANTY
Tessera warrants that the Technical Services will be performed in a
commercially reasonable manner. EXCEPT FOR THIS WARRANTY, THE TECHNICAL SERVICES
ARE PROVIDED "AS IS" AND TESSERA DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED
WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT.
7. ADDITIONAL AGREEMENTS
7.1 Consulting Services of Xx. Xxxxx. Tessera agrees to use reasonable
efforts to make Xxx Xxxxx, the Managing Director of TTPL and a Tessera employee,
available to provide consulting services to EEMS to assist with the start up of
ESPL until September 30, 2000. Such consulting services shall be provided free
of charge on a mutually agreeable schedule. Xx. Xxxxx will not be available from
July 1, 2000 to July 15, 2000 and will take another two weeks home leave during
the consulting period. Tessera will pay Xx. Xxxxx' salary, benefits, and living
and home leave travel expenses during the consulting period. After September 30,
2000, the parties may agree upon subsequent arrangements for Xx. Xxxxx to
continue to provide consulting services to ESPL, at Tessera's standard
consulting rates on a daily basis with on-site work requiring two (2) weeks
advance notice. Consulting services of Xx. Xxxxx are provided AS IS, and Tessera
shall not be responsible for any direct or indirect damages relating to such
consulting services.
7.2 Joint Development Agreement. Upon Closing, Tessera and EEMS agree to
expeditiously negotiate a Joint Development Agreement (the "JDA") that would
define joint development activity related to specific projects. An initial list
of potential projects may include 1) FBGAs, 2) stack memory packages, 3) logic
products, and 4) co-development opportunities in Singapore and Europe. Either
party may propose other projects to be discussed.
7.3 TTPL Undertaking. Tessera agrees to guarantee the undertakings TTPL
under the Purchase and Sale Agreement.
Tessera Confidential
4
5
7.4 Corporate Authorization. On or before Closing, each party shall have
completed all corporate and other proceedings required to be taken to authorize
the execution, delivery and performance of this Purchase and Sale Agreement.
7.5 Assignment of Sales Contracts. In connection with the Purchase and
Sale Agreement, Tessera agrees to notify it's customers of the sale of TTPL's
business to ESPL and to encourage these customers to purchase these goods and
services directly from EEMS or ESPL. To the extent that such customers request
Tessera to complete existing purchase orders, however, EEMS agrees to provide
packaging materials and services to Tessera at prices previously paid by Tessera
to TTPL for the same goods and services, or at reasonable prices for different
goods and services.
7.6 Subletting Condition. If, after using its best efforts, ESPL does not
receive the consent from the Jurong Town Corporation ("JTC") to sublease the
premises on which TTPL currently conducts the TTPL Business within thirty (30)
days after the Closing Date, the parties agree to discuss terms under which ESPL
may relocate its operation of the TTPL Business. If, at the end of sixty (60)
days after the Closing Date, neither JTC consents to the subletting by ESPL nor
the parties agree on the terms for the relocation by ESPL, this Business
Agreement shall be rescinded and considered null and void. Within fifteen (15)
days after such event, Tessera will refund the Open Service Balance and the
Royalty Buy-Down Price and EEMS will refund the difference in royalties it would
have paid after Closing in the absence of making the Royalty Buy-Down Payment
and the royalties actually paid after Closing. Further, EEMS will be responsible
for costs it incurs in operation of the TTPL Business after the Closing Date.
Immediately upon JTC consenting to the ESPL subletting or the parties agreeing
to a relocation of ESPL, the condition stated in this Section shall be deemed to
have been satisfied and the parties shall promptly execute a written
acknowledgement thereof.
8. MISCELLANEOUS.
8.1 Absence of Third Party Beneficiary Rights. No provisions of this
Agreement are intended, or will be interpreted, to provide or create any third
party beneficiary rights or any other rights of any kind in any person or entity
unless specifically provided otherwise herein.
8.2 Waiver.A delay or failure of a party to enforce at any time the
provisions of this Agreement shall in no way be construed to be a present or
future waiver of such provisions, and shall not in any way affect the right of
any party to enforce each and every such provision thereafter. Any waiver,
express or implied, by a party hereto of any right hereunder or default by
another party, shall not constitute or be deemed a continuing waiver or a waiver
of any other right or default.
8.3 Notices. All notices, required documentation, and correspondence in
connection herewith shall be in the English language, shall be provided in
writing and shall be given by facsimile transmission or by registered or
certified letter to Tessera and EEMS at the addresses and facsimile numbers set
forth below:
Tessera Confidential
5
6
Tessera: Tessera, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxx, Xxxxxxxxxx 00000
Facsimile No.: 000-000-0000
Attn.: Chief Executive Officer
EEMS : EEMS Italia, SpA
Xxxxx Xxxxx Xxxxxxx, 0
000000 Xxxxxxxxxxx, Xxxxx, Xxxxx
Facsimile No.: 390-746-604-262
Attn.: Managing Director
Either Tessera or EEMS may change its address and/or facsimile number by giving
the other party notice of such new address and/or facsimile number. All notices
give to Tessera shall be deemed to be a notice to TTPL and all notices to EEMS
shall be deemed to be a notice to ESPL. All notices if given or made by
registered or certified letter shall be deemed to have been received on the
earlier of the date actually received and the date three days after the same was
posted and if given or made by facsimile transmission shall be deemed to have
been received at the time of dispatch, unless such date of receipt is not a
business day, in which case the date of deemed receipt shall be the next
succeeding business day
8.4 Equitable Relief: The parties acknowledge that the remedy at law for
any breach, or threatened breach, or their respective covenants to consummate
the transactions contemplated hereby will be inadequate and, each covenants and
agrees that, with respect to any such breach or threatened breach, the other
parties will, in addition to any other rights or remedies that they may have and
regardless of whether such other rights or remedies have been previously
exercised, be entitled to such equitable and injunctive relief as may be
available.
8.5 Invalidity. If any provision of this Agreement is declared invalid or
unenforceable by a court having competent jurisdiction, it is mutually agreed
that this Agreement shall endure except for the part declared invalid or
unenforceable by order of such court. The parties shall consult and use their
reasonable efforts to agree upon a valid and enforceable provision that shall be
a reasonable substitute for such invalid or unenforceable provision in light of
the intent of this Agreement.
8.6 Force Majeure. None of the parties shall be liable for any failure to
perform or for any delay in performance of any obligation under this Agreement
caused by circumstances beyond their reasonable control including, but not
limited to, fire, storm, flood, earthquake, explosion, war, labor disputes, acts
of God, acts of any national, state, or local government authority, and judicial
action, provided that the delayed party: (i) gives the other parties written
notice of such cause promptly, and in any event within fifteen (15) days of
discovery thereof; and (ii) uses its reasonable efforts to correct such failure
or delay of its performance.
Tessera Confidential
6
7
8.7 Assignment. None of parties may assign this Agreement or any of their
rights or obligations hereunder without the prior written consent of the other
parties except upon merger, acquisition, consolidation or purchase of all, or
substantially all, of the assigning party's assets; any such agreed upon
assignment shall be binding upon and inure to the benefit of the successors of
the parties hereto.
8.8 No Agency. Nothing contained herein shall be deemed to create any
association, partnership, joint venture, or relationship of principal or agent
or master or servant between the parties hereto or any affiliates or
subsidiaries thereof, or to provide any party with the right, power or authority
to incur any obligation or make any representations, warranties or guarantees on
behalf of any other party.
8.9 Export Regulations. All parties shall comply with the laws and
regulations of the government of the United States and of any other country as
relevant to each party hereto relating to the export of commodities and
technical data.
8.10 Section Headings. The headings and captions used herein shall not be
used to interpret or construe this Agreement
8.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, all of which, taken together, shall be regarded as one and the
same instrument.
8.12. Limitation of Liability. In no event shall any party be liable to
another party for special, incidental, or consequential damages (including any
damages resulting from loss of use, loss of profits or loss of business) arising
out of or in connection with the performance by a party of any of its
obligations hereunder, even if such party is informed of the possibility of such
damages.
8.13 Further Assurances. At any time or from time to time on and after
the date of this Agreement, each party shall, at the request of the other party
(i) deliver to the requesting party such records, data or other documents
consistent with the provisions of this Agreement, (ii) execute, and deliver or
cause to be delivered, all such assignments, consents, documents or further
instruments of transfer or license, and (iii) take or cause to be taken all such
other actions, as the requesting party may reasonably deem necessary or
desirable in order for the requesting party to obtain the full benefits of this
Agreement and the transactions contemplated hereby.
8.14. Governing Law. This Agreement shall be governed, interpreted and
construed in accordance with the laws of the State of California, irrespective
of choice of laws provisions. Both parties shall use reasonable efforts to
resolve by mutual agreement any disputes, controversies, claims or difference
which may arise from, under, out of or in connection with this Agreement. If
such disputes, controversies, claims or differences cannot be settled between
the parties, the federal and state courts within Santa Xxxxx County, California,
shall have
Tessera Confidential
7
8
exclusive jurisdiction to adjudicate any litigation arising out of this
Agreement; each party hereto expressly consents to the personal jurisdiction and
venue in such courts.
8.15 Entire Understanding. This Agreement embodies the entire
understanding between the parties relating to the subject matter hereof, whether
written or oral, and supersedes any course of dealing and usage of trade. There
are no prior representations, warranties or agreements between the parties not
contained in this Agreement. Any amendment or modification of any provision of
this Agreement must be in writing, dated and signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
Agreed and Accepted
TESSERA, INC. EEMS ITALIA, SPA
By: /s/ XXXXX XxXXXXXXXX By: /s/ ENZO D'ANTONIO
------------------------------------ ------------------------------
Print Name: Xxxxx XxXxxxxxxx Print Name: Enzo D'Antonio
Title: CEO Title: Managing Director
Date: JUNE 19, 2000 Date: JUNE 19, 2000
---------------------------------- ----------------------------
Tessera Confidential
8
9
SCHEDULE 2.1
TECHNICAL SERVICES
Tessera offers services to its key partners that provide the most comprehensive
chip-scale packaging (CSP) design, test and failure analysis capability
available in the industry. This unique capability and expertise in every facet
of CSP. assembly is the culmination of a ten year investment in and focus on CSP
technology leadership. The combination of broad CSP expertise and knowledge that
only the technology leader can possess and a complete suite of engineering
services offers Tessera's partners a significant competitive advantage in terms
of reduced risk of entry into CSP assembly, dramatically improved time-to-market
and guaranteed results.
Following is a synopsis of Tessera's design, test and failure analysis
capability that offers a significant and unique competitive advantage to EEMS:
PACKAGE DESIGN:
1. Low Cost uBGA Design
- Routing efficiency with single metal TAB
- Tape densification
- Radial/Angled lead design for bonding efficiency
- Cost modeling to analyze and optimize design
2. High Performance uBGA Design
- Trace balancing for RDRAM, SRAM in single metal TAB uBGA
- Ground and Power plane integration for Two Metal uBGA
- Electrical design rules developed for uBGA using modeling
confirmed by design electrical performance testing
- High I/O Fine Pitch Bonding
3. uBGA Reliability
- uBGA lead and package construction design rules for a wide range
device designs based on modeling, confirmed with reliability
performance testing
- Large library of uBGA designs with yield and reliability history
- Large library of Finite Element Modeling for uBGA package
construction and lead design
4. Test Vehicle Development
- Chip design
- Package/Tape design
- Test Board Design
5. Access to continuous updates to design rules resulting from ongoing
reliability, yield, modeling and materials and construction analysis
Tessera Confidential
10
RELIABILITY AND FAILURE ANALYSIS:
1. Large library of reliability performance results for a broad range of
uBGA designs incorporating many material sets:
- Alternative Nubbins/Encapsulents: Silicones, Epoxies, Cyanate
Esters
- TAB Tape: Copper
- Lead Free Solder Balls: Sn/Ag, Sn/Ag/Cu
2. uBGA Temperature Cycle stress acceleration factors for shorter
reliability evaluation cycles
3. Failure Analysis techniques developed exclusively for uBGA packages
- Decapping
- X-Ray
PACKAGE/MATERIALS ANALYSIS:
1. Capabilities focused on uBGA construction, processes and materials
- Thermal Deformation
- Modulus and Hardness
- Adhesion
- Viscosity
- Linear CTE
- Flex Fatigue
2. Large library of evaluation results for many materials from major
semiconductor packaging materials and TAB tape suppliers
3. Correlation of materials analysis results to reliability performance and
modeling
Tessera offers this comprehensive suite of services to its partners, providing
them with a significant competitive advantage. The following pages show
representative pricing of a cross section of services. Our intent is to
demonstrate to EEMS our commitment to the partnership by offering this unique
combination of engineering services coupled with our accumulated experience. The
intent is to show representative pricing that is competitive with similar
services offered by other companies that lack the broad and comprehensive
expertise in CSP that will provide EEMS with a competitive advantage.
Please keep in mind that the following pricing is only representative of
services offered to EEMS - actual quotes will be a function of a number of
factors and will be similarly competitive.
Tessera Confidential
11
ENGINEERING SERVICES
1 PACKAGE DESIGN
SERVICES:
Tape and Strip Layout
Package Outline and Cross Section
Package Specific Tooling
Test Board Layout
Documentation
Design Specific:
Electrical Simulation/Design
Finite Element Analysis/Design
Thermal Simulation/Design
Pricing
Standard Design Typical Pricing
Standard (Flash Memory) $[*] TO $[*]
Large Die (DRAM) [*]
High I/O [*]
Power [*]
High Performance Design
Single Metal [*]
Two Metal [*]
Multilayer [*]
Design and modeling/simulation services also available on an hourly charge
basis.
Note: Pricing provided is typical. Actual pricing may vary from these estimates.
Each design must be reviewed and quoted individually
2 RELIABILITY STRESSING SERVICES
Preconditioning
JEDEC Level 1, 2 or 3
Temperature Cycle
(0 to +100 Xxx X, -00 xx x000 Xxx X,
-00 to +125 Deg C or -65 to +150 Deg C)
Pressure Cooker Test
(121 Deg C, 2 Atm)
High Temperature Storage
(150 Deg C)
Temperature Humidity
(85 Deg C, 85% RH)
Pricing
Typical Qualification
3 Lots; Standard Sample Size $[*] TO $[*]
Reliability Stressing also available on a single stress, single sample basis.
Tessera Confidential
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
12
3 FAILURE ANALYSIS
SERVICES
Opens Shorts Testing testing
X-Ray (X-Tech)
Cross section preparation and coating
Cross section examination on SEM (Topcon SM-300)
EDX analyses of 4 areas (Topcon SM-300/Kevex)
Delamination (CSAM outsourcing)
Decapsulation
Report
Pricing
Typical Failure Analysis associated with Full Qualification Stressing:
2 ea Reject Opens/Shorts Verification
2 hrs X-Ray
4 Samples Cross Section Preparation
2 Samples Cross Section/SEM
4 Samples Decasulation/SEM
Report $[*] TO $[*]
Analysis services also available on an hourly or per sample basis.
4 PACKAGE CONSTRUCTION ANALYSIS SERVICES
Overview Pictures
Overall Dimensions
Cross section preparation and coating
Cross section examination on SEM (Topcon SM-300)
EDX analyses of 4 areas (Topcon SM-300/Kevex)
Delamination (CSAM outsourcing)
Report
Pricing (Typical, Single Sample) $[*] to $[*]
Analysis services also available on an hourly or per sample basis.
5 PACKAGE PERFORMANCE ANALYSIS
Thermal Deformation (PEMI II)
at high temperature (150C)
Thermal Deformation (PEMI II)
at low temperature (-65C)
Young's modulus and hardness
of four constituents (MTS Nano Indenter XP)
Die stud pull at temperature (Instron 5565)
Die shear (Dage 4000)
(excluding decapsulation)
Die shear at temperature (Instron 5565)
Solderball shear (page 4000)
Report
Pricing (Typical, Single Sample) $[*] to $[*]
Tessera Confidential
* Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
13
Analysis services also available on an hourly or per sample basis.
6 MATERIALS ANALYSIS SERVICES
Viscosity of polymer (XXXXX XX 150 Rheometer)
Linear CTE of polymer (PE DMA 7e)
Mechanical properties (Instron 5565)
at room temperature
Mechanical properties (Instron 5565)
at high/low temperatures
Cure Test (XXXXX XX 150 Rheometer)
Adhesion Test (Instron 5565)
Flowability
Printability
Microhardness and Young's modulus (MTS Nano Indenter XP)
Flex Fatigue (Xxxxxx Flex Fatigue Tester)
Small load fatigue and static (Endura Tec QuikTest)
Analysis services available on an hourly or per sample basis.
Tessera Confidential
14
[TESSERA LOGO]
3099 ORCHARD DRIVE SAN JOSE, CA 00000 XXXXX: (000) 000-0000 FAX: (000) 000-0000
--------------------------------------------------------------------------------
June 20, 2000
Enzo D'Antonio, President
EEMS Italia, SpA
Xxxxx Xxxxx Xxxxxxx
000000 Cittaducale, RI
Facsimile No.: 390-746-604-262
RE: Amendment of Business Agreement between EEMS Italia, SpA and Tessera,
Inc., dated June 19, 2000 (the "Business Agreement")
Dear Enzo:
The purpose of this letter is amend the Business Agreement to the extent it
provides for the buy-down of royalty rates under our TCC License Agreement,
dated September 24, 1999.
Specifically, if the Business Agreement is rescinded and considered void
pursuant to Section 7.6, EEMS and Tessera agree that the royalty buy-down under
the TCC License Agreement, which is provided for in Section 3 of the Business
Agreement, will survive and remain effective. Consequently, Tessera will not
have to refund the Royalty Buy Down Price and EEMS will not have to refund the
difference in royalties it would have paid after Closing in the absence of
making the Royalty Buy-Down payment and the royalties actually paid after
Closing.
We look forward to a successful implementation of the Business Agreement. Thank
you.
Very truly yours, EEMS Italia, SpA
/s/ XXXXX XxXXXXXXXX /s/ ENZO D'ANTONIO
Xxxxx XxXxxxxxxx Enzo D'Antonio
President and CEO President
Tessera Confidential
