Exhibit 10.2
AMENDMENT TO DESIGN AND LICENSE AGREEMENT
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THIS AMENDMENT is made and entered into this 8th day of March 1996 by and
between:
MOSAID Technologies Incorporated, a corporation incorporated and
existing under the laws of Ontario and having its head office and principal
place of business at 2171 XxXxx Side Road, Carp, in the Xxxxxxxx xx Xxxx
Xxxxxxxx, Xxxxxxx, Xxxxxx KOA 1LO, and a mailing address at X.X. Xxx 00000,
Xxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 (hereinafter referred to as "MOSAID");
and
LANSTAR Semiconductor Corporation, A Texas corporation with its
registered head office at 0000 Xxxxxx X, Xxxxx 000, Xxxxxxxxx, Xxxxx, XXX
00000 (hereinafter referred to as "LANSTAR");
RECITALS
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WHEREAS LANSTAR and MOSAID have entered into a DESIGN AND LICENSE AGREEMENT,
dated July 27th 1995 (hereinafter referred to as "the Agreement") with respect
to the engineering design of a 4 Megabit Dynamic Random Access Memory (DRAM)
chip in x1 and x4 format; and
WHEREAS LANSTAR desires for MOSAID to modify the Agreement to modify the terms
of payment of Non-Recurring Engineering fees and the terms by which MOSAID may
purchase wafer output from LANSTAR; and
WHEREAS LANSTAR and MOSAID are willing to modify the Agreement as described
herein;
NOW, THEREFORE the parties agree as follows:
1.0 Clause 3.9.1 and 3.9.2 of the agreement are hereby amended and replaced as
follows:
3.9.1 LANSTAR grants to MOSAID the right, but MOSAID has no obligation,
to purchase from LANSTAR for resale by MOSAID up to 10% of the monthly
wafer output or finished packaged and tested DRAMs that may be produced
by LANSTAR through third party facilities or in any facilities owned in
whole or in part by LANSTAR at the cost of manufacture plus and amount
of ton (10%) percent. it is expressly agreed that the manufacturing
cost shall be calculated inclusive of all license and/or royalties paid
or payable.
rev 1.0
2.0 Schedule "C' of the agreement is hereby amended and replaced as follows:
The following are the installments of the Fee payable to MOSAID by LANSTAR
upon the achievement of each of the following Milestones. LANSTAR will
provide MOSAID with a participation of one percent (1 %) of LANSTAR's net
revenues (gross less returns and non-payments) from all sources, paid
monthly up to a maximum of $350,000 which represents the balance of the
"Fees" required to be paid in accordance with paragraph 2.8 of the current
Design and Licensing Agreement.
MILESTONE INSTALLMENT OF FEE
1. Execution of this Agreement $150,000 U.S. (received)
BALANCE OF PAYMENTS LANSTAR FORECAST
(attached)
2. MOSAID participation payment (Mar/Apr-96) $ 40,000 U.S.
3. MOSAID participation payment (Apr/May-96) $ 60,000 U.S.
4. MOSAID participation payment (May/Jun-96) $ 80,000 U.S.
5. MOSAID participation payment (Jun/Jul-96) $100,000 U.S.
6. MOSAID participation payment (Jul/Aug-96) $ 70,000 U.S.
3.0 CONFIRMATION OF REMAINING PROVISIONS
Both parties understand and agree that all other provisions of the Agreement
shall continue unamended in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
respective, duly authorized officers on the dates indicated below.
MOSAID Technologies Incorporated LANSTAR Semiconductor Corporation
an Ontario corporation a Texas corporation
By: By:
Title: Vice President Title: President
Name: lain X. Xxxxx Name: Xxxxx Xxxxx
Date: 8 March 1996 Date: 14 March 1996
LANSTAR SEMICONDUCTOR INC. MOSAID PARTICIPATION STUDY CONFIDENTIAL
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MONTH MAR/APR APR/MAY MAY/JUN JUN/JUL JUL/AUG CUM
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($'S IN 000)
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LANSTAR
REVENUE-
PRIVATE
LABEL/4MEG
& 16MEG $4,000 $6,000 $8,000 $10,000 $12,0000 $40,000
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LANSTAR/MOSAID
REVENUE-4MEG $0 $0 $0 $0 $0 $0
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PARTICIPATION
1%-BASED ON *NOTE
MOSAID
CERTIFICATE OF
PARTICIPATION $40 $60 $80 $100 $120 $400
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PARTICIPATION
1.5% BASED ON
MOSAID 4MEG $0 $0 $0 $0 $0 $0
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* NOTE: GUARANTEED MINIMUM PAYMENT OF 20K BY END OF APRIL
