Exhibit 10.25
Contract Change Notice/Amendment No. 1
to
TRW Inc./Endwave Corporation Supply Agreement
Agreement No. 1C450
THIS AMENDMENT ("Amendment") is made and entered into and between Endwave
Corporation ("Buyer" or "Endwave") and TRW Inc. ("TRW").
WHEREAS, Buyer and TRW entered into a Supply Agreement No. 1C450
("Agreement") with an effective date of 31 March 2000 and;
WHEREAS, Buyer and TRW desire to amend the Agreement in order to modify the
product offering, delivery date span, pricing/volume methodology and applicable
Exhibits, in addition to administrative updates inclusive of those sections for
term, notices and marking provisions.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 2.2, Requirements, of Article 2, replace the sentence with the
following: "Buyer shall buy from TRW no less than the quarterly minimum
quantities of Products set forth in Exhibit 1B, and TRW agrees to sell
Buyer up to and including quarterly maximum quantities of Products set
forth in such Exhibit; provided however, to the extent that Buyer wishes to
purchase more than the annual maximum quantities of the Products as
provided in Exhibit 1B, TRW may, but is under no obligation to, provide
Buyer such excess quantities."
2. Article 3, Effective Date and Term, replace time in which this Agreement
shall remain in force and effect from March 31, 2003" to "December 31,
2005."
3. Section 4.5, Acceptance of Orders, of Article 4, replace the third sentence
with the following:
"Notwithstanding the foregoing, TRW shall have no obligation to accept and
shall not be deemed to have accepted, unless signed by TRW, any Order (i)
for any Products not listed in Exhibit 1A hereto or revisions thereof; (ii)
for any quantity of Products in excess of the annual maximum quantities
specified in Exhibit 1B hereto or revisions thereof; or (iii) that
specifies a delivery date which is less than [*] weeks from the date of
such Order; provided, however, that Buyer may designate up to [*] lots per
calendar year as "Hot Lots", which will be delivered within [*] weeks of
the Order date, which cannot exceed [*] lots per month, and which cannot
exceed [*] wafers per lot. Any designated "Hot Lots" in excess of [*] lots
per calendar year shall be subject to TRW approval."
4. Section 10.1, Event of Default, of Article 10, replace Paragraph (b) with
the following:
"(b) Such party fails to perform its minimum purchase or supply obligations
(as the case may be hereunder) specified in Section 2.2 hereof during any
quarter during the term hereof, or otherwise fails to perform any other
material obligation required to be performed by it under any provision of
this Agreement within thirty (30) days after the time specified or within
thirty (30)days after written notice from the other party that such
performance has become due; provided, however, Buyer shall have no right to
terminate this Agreement for TRW's default so long as corrective action is
being diligently pursued by TRW in a manner that demonstrates that TRW's
obligations hereunder shall be completed in sufficient time to allow Buyer
to reasonably meet its end-use requirements for Products without incurring
additional costs or penalties (as reasonably determined by Buyer), and TRW
disclosed to Buyer in writing such corrective action(s)."
[*] 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.
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5. Article 12, Notices, revise point of contacts as follows:
If to TRW: Velocium, TRW, Inc.
0000 Xxxx Xxxxx
Xx Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxxx
Phone: 000-000-0000
FAX: 000-000-0000
If to Buyer: Endwave Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxx Xxxxxx
Phone: 000-000-0000
FAX: 000-000-0000
6. Section 14.3, Marking, of Article 14, revise listing of individuals
authorized to receive Proprietary Information as follows:
For Buyer: Xxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Xx Xxxxxxxx,
Xxxxx Xxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxxx
For TRW: Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xx Xxxxxxxx, Xxxxxx Xxx,
Xxxxxx Xxxxxxx, Xxxx Xxxxxxxxxx
7. EXHIBIT 1A, LIST OF PRODUCTS, as included as part of the original Agreement
is deleted and replaced with the EXHIBIT 1A - REVISION 1 (copy attached)_.
8. EXHIBIT 1B, PRICE, QUANTITY COMMITMENTS, DELIVERY SCHEDULE AND BUYER'S
SITE, as included as part of the original Agreement is deleted and replaced
with the EXHIBIT 1B - REVISION 1 (copy attached).
9. Attachment B: Wafer Processing Price Matrix, as included as part of the
original Agreement is deleted and replaced with the Attachment B - Revision
1: Wafer Processing Price Matrix/Wafer Volume (copy attached).
10. Attachment C: Wafer Test Price Matrix ($/Wafer), as included as part of the
original Agreement is deleted and replaced with the Attachment C - Revision
1: Wafer Test Price Matrix ($/Wafer) (copy attached).
11. Attachment D: Wafer Purchase Commitment, as included as part of the
original Agreement is deleted and replaced with the Attachment D -
Developmental Lot Price Matrix (copy attached).
[*] 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.
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The above changes constitute Contract Change Notice No. 1 to the Agreement.
Except as expressly provided hereinabove all other terms and conditions of the
Agreement shall apply herein and remain in full force and effect as previously
agreed to between Buyer and TRW. In the event of any conflict between the terms
of this Amendment and those of the Agreement, the terms of this Amendment will
be deemed to have superseded those of the Agreement and exclusively will govern
the matter in question.
Endwave Corporation: TRW Inc.
By: /s/ Xxx Xxxxxx /s/ Xxxxxx Xxxxxx
---------------------------- -------------------------------
Name: Xxx Xxxxxx Xxxxxx Xxxxxx
Title: Chief Operating Officer President, Velocium
Date: March 15, 2002 Date: February 21, 2001
---------------------------- -------------------------
[*] 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
EXHIBIT 1A - REVISION 1
LIST OF PRODUCTS
----------------
1a. 3" equivalent GaAs wafers utilizing the following process technologies
(Application frequency refers to frequency of transmission of end product):
Technology Application
---------- -----------
pHEMT 0.15 micron [*]
pHEMT 0.10 micron [*]
HBT 4 micron [*]
HBT 2 micron [*]
HBT 1 micron [*]
Standard wafer processing with die thickness of .004" will be utilized.
Wafers will be screened via standard Process Control Monitors ("PCM"). All
PCM good wafers will be delivered to Buyer and Buyer will accept delivery.
1b. 3" equivalent GaAs wafers noted in 1a. above except a die thickness of [*]
will be quoted on a case-by-case basis at the sole discretion of the
Seller.
1c. Developmental Products to include InP devices will be quoted on a
case-by-case basis at the sole discretion of the Seller.
1d. Developmental Multiproject Masks "Pizza Mask" wafers will be quoted on a
case-by-case basis at the sole discretion of the Seller.
1e. Nonstandard/Special Handling Wafers are defined as those that do not fully
comply with the standard foundry design rules (i.e. foundry design and
layout rules) or outside of standard processing practices and will be
quoted on a case-by-case basis at the sole discretion of the Seller.
1f. MMICs to be offered include those subject to Paragraph 1a of this exhibit
and which fall into one of the following categories:
Products Velocium, TRW Inc. offers for sale as standard parts for
commercial wireless telecom applications that are less than or equal
to [*] GHz. Higher frequencies will be quoted on a case-by-case basis.
Products which were developed and produced for the Nokia "Rats",
"Mice" and Nortel Module Contracts.
Endwave developed chips/wafers for production fabrication. Does not
include nonstandard/special-handling wafers as specified in Section
1e. above.
Other products will be offered on a case-by-case basis.
2. TRW Telecom Standard Products Chips. Various Standard Product Chips
available from the Standard Products Catalog may be purchased in small
quantities, i.e. quantities requiring fewer chips than one wafer lot
yields.
3. The SCAMP product is not covered under this Agreement. The current purchase
order arrangement between TRW and TRW Milliwave will be maintained for the
SCAMP product.
[*] 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.
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EXHIBIT 1B - REVISION 1
PRICE, QUANTITY COMMITMENTS, DELIVERY SCHEDULE AND BUYER'S SITE
----------------------------------------------------------------
A. PRICE:
. Wafer processing pricing per the Attachment B: Wafer Processing Price
Matrix/Wafer Volume
. Wafer test pricing per Attachment C: Wafer Test Price Matrix ($/Wafer)
. Developmental Wafer prices per Attachment D: Developmental Lot Price
Matrix
. Multi-project Masks "Pizza Masks" Wafer prices will be quoted on a
case-by-case basis
. Special Handling Wafer prices will be quoted on a case-by-case basis
B. QUARTERLY PURCHASE COMMITMENTS:
On a quarterly basis, Buyer must purchase the minimum quantities specified
in Attachment B - Revision 1, Wafer Processing Price Matrix/Wafer Volume.
C. MAXIMUM SUPPLY COMMITMENT:
On a quarterly basis, TRW will supply the Maximum wafer quantities
specified in Attachment B - Revision 1, Wafer Processing Price Matrix/Wafer
Volume.
D. MINIMUM ORDER QUANTITY:
Minimum order quantity of [*] wafers of each maskset (chip type) per
purchase order. Minimum order quantities for special handling, pizza masks
and developmental wafer will be quoted on a case-by-case basis.
E. DELIVERY SCHEDULE:
Delivery commitment is [*] weeks from receipt of order. [*] lots per year
may be designated as "Hot Lots", which will be delivered in [*] weeks from
receipt of order.
F. NEW PRODUCT DESIGNS:
Buyer will pay the direct costs for engineering services and the cost of
layout design, fabricating engineering masks/"Pizza Masks", and testing per
the Technical Services Agreement SN1D103 between the parties.
G. LONG TERM WAFER HOLDS:
At the written direction of the Buyer, Seller will hold in process wafers
not to exceed [*] wafers of same part type at any given time per the
intermediate process step identified below:
. Step #1 - Completion of EBL gate test
. Step #2 - Completion of all Front-Side Processing
Seller will hold product at the intermediate process step specified above
for up to [*] months. At that time, Buyer will either authorize processing
to the next step or Buyer will pay cancellation
[*] 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.
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charge equal to the list price of the Product, as specified in Exhibit 1B,
multiplied by the percent to cancel the Order as follows:
. Stop at Step #1, [*]% of Exhibit 1B price
. Stop at Step #2, [*]% of Exhibit 1B price
H. SITE:
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Or
0000-X Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx, XX 00000
[*] 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.
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Attachment B - Revision 1: Wafer Processing Price Matrix/Wafer Volume
3 Inch Wafer Processing Pricing Table
-------------------------------------
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Technology CY02 Base Price per Wafer CY03 Base Price per Wafer Discount
---------------------------------------------------------------------------------------------------------------
[*] [*] [*] [*]
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[*] [*] [*] [*]
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[*] [*] [*] [*]
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[*] [*] [*] [*]
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3 Inch Wafer Processing Pricing Discount Table
----------------------------------------------
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Quarterly Quantity Discount per Wafer
---------------------------------------------------------------
[*] [*]
---------------------------------------------------------------
[*] [*]
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[*] [*]
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[*] [*]
---------------------------------------------------------------
Quarterly Purchase Commitments: The minimum quarterly wafer quantity for CY2002
------------------------------
and CY2003 is [*] per quarter.
Maximum Supply Commitment: The maximum quarterly wafer quantity for CY2002 and
-------------------------
CY2003 is [*] wafers per quarter.
Hot Lot Pricing: A [*] "Hot Lot" premium charge will be added to the appropriate
---------------
base price from the table above.
Notes:
-----
The 3 Inch Wafer Processing Pricing Table determines the base
price/wafer/technology for calendar years CY2002 and CY2003. Wafer pricing and
quarterly volumes beyond CY2003 will be negotiated at a later date. A wafer
price discount is offered for committed deliveries within a given quarter. A
"Quarterly Quantity" is defined as the total number of wafers, technology
independent, which have committed deliveries falling within a given quarter.
[*] 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.
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Attachment C - Revision 1: Wafer Test Price Matrix ($/Wafer)
------------------------------------------------------------
Test Metric CY2002 CY2003
------------------------------------------------------------
[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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The Test Metric is calculated as follows: Number of Sites per Wafer x Number of
Test Passes
This table is for production testing only. Design maskset and diagnostic testing
are covered under the Technical Services Agreement SN 1D103.
[*] 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.
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Attachment D: Developmental Lot Price Matrix
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Technology CY02 Base Price per Lot CY03 Base Price per Lot
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[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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[*] [*] [*]
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Deliverable: Minimum of [*] completely processed and tested wafers that pass PCM
specifications.
[*] 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.
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