* Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such portions have been replaced with
"**". Such confidential portions have been deleted and separately
filed with the Securities and Exchange Commission pursuant to Rule
24b-2.
JOINT DEVELOPMENT AGREEMENT
THIS JOINT DEVELOPMENT AGREEMENT (the "JDA") is entered into as of the
5th day of March, 1999, by and between RAMTRON INTERNATIONAL
CORPORATION, a Delaware corporation having its principal place of
business at 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
("Ramtron") and FUJITSU LIMITED, a Japanese corporation having its
registered office at 1-1, Kamikodanaka 4-chome, Xxxxxxxx-xx,
Xxxxxxxx-xxx, Xxxxxxxx-xxx 000-0000, Xxxxx ("Fujitsu").
RECITALS:
A. Ramtron and Fujitsu entered into that certain FRAM Technology
License Agreement executed by Ramtron on December 6, 1995 and by
Fujitsu on December 19, 1995, pursuant to which Ramtron licensed to
Fujitsu certain of Ramtron's proprietary ferroelectric technology for
the design, development, manufacture and sale of products based upon
such ferroelectric technology.
B. Ramtron and Fujitsu entered into that certain Amendment to
Agreement dated August 30, 1996, wherein the parties expanded their
cooperative arrangement to include use by Fujitsu of the licensed
ferroelectric technology in connection with embedded FRAM products (the
FRAM Technology License Agreement, as amended, modified and
supplemented by the Amendment to Agreement, shall be hereinafter
referred to as the "FRAM Agreement").
C. Ramtron and Fujitsu now wish to enter into a further cooperative
development agreement pertaining to the development of certain advanced
ferroelectric processes and technologies.
NOW, THEREFORE, Ramtron and Fujitsu agree as follows:
1. DEFINITIONS. Defined terms used herein shall have the meanings
ascribed to such terms in the FRAM Agreement, unless otherwise
specifically provided herein. In addition, the following terms shall
be defined as follows:
Page 1-1
a) "Development Plan" shall have the meaning ascribed thereto in
Section 3 hereof.
b) "Fujitsu Intellectual Property Rights" shall have the meaning
ascribed thereto in Section 8a) hereof.
c) "Fujitsu Sole Improvements" shall have the meaning ascribed
thereto in Section 8b) hereof.
d) "Program" shall have the meaning ascribed thereto in Section 2
hereof.
e) " ** " shall have the meaning ascribed thereto
in Section 9 hereof.
2. SCOPE OF AGREEMENT. Fujitsu and Ramtron hereby establish a
cooperative program (the "Program") pursuant to which the parties shall
jointly develop certain advanced processes and technologies for
ferroelectric integrated circuit devices. Specifically, the parties
shall cooperate in developing a first generation 0.35 micron technology
for ferroelectric integrated circuit devices **
** . The
Program shall be based in part in Fujitsu's existing facility in Iwate,
Japan ("Iwate") and in part in Ramtron's existing facility in Colorado
Springs, Colorado ("Northgate"), and shall be staffed and funded in the
manner set forth in this JDA. Fujitsu and Ramtron acknowledge that,
subject to earlier termination in accordance with Section 11 below, the
Program shall consist of a cooperative effort between the parties
lasting until the end of calendar year 2000, and that the Program may
be renewed and extended upon the mutual agreement of Fujitsu and
Ramtron.
3. DEVELOPMENT PLAN. Fujitsu and Ramtron have prepared and agreed
to an initial development plan (the "Development Plan") for the
Program. A copy of the Development Plan is attached hereto as
Exhibit A. The Development Plan defines technical milestones, tasks to
be undertaken by each of Fujitsu and Ramtron, deliverables, schedules
and other undertakings of the parties for the efficient operation and
administration of the Program. Fujitsu and Ramtron each agree to make
best efforts to meet each of the milestones and to provide each of the
deliverables set forth for them in the Development Plan. Fujitsu and
Ramtron shall conduct by the end of each calendar quarter quarterly
reviews of the Development Plan, including review of the progress made
in accomplishing development milestones set out in the Development
Plan, the allocation of staffing contemplated by the Development Plan,
the development focus and timetable for development efforts
contemplated by the Development Plan, and the development budget
associated with the various components of the Development Plan.
Fujitsu and Ramtron anticipate that, from time to time, they may by
mutual agreement refine and modify the objectives and/or specifics of
Page 1-2
the Development Plan. Fujitsu and Ramtron agree to negotiate in good
faith any additions or changes to the Development Plan and any
schedule, staffing assignments, equipment needs and budget impacts
resulting therefrom; provided, that any material reduction in the scope
of the Development Plan will require the concurrence of Ramtron. From
time to time, as necessary, Fujitsu and Ramtron may amend the
Development Plan in writing; and, upon the written approval of any such
amendment by each of Fujitsu and Ramtron, the amended Development Plan
shall become part of this JDA and shall replace the then-current
Development Plan.
4. UNDERTAKINGS OF RAMTRON. Ramtron acknowledges and agrees that,
as part of the Program and as outlined in the Development Plan, Ramtron
shall provide Program management for that portion of the Program that
takes place at the Northgate facility, as well as the various items of
equipment and Ramtron personnel specified in the Development Plan. All
of such items and services shall be provided by Ramtron at Ramtron's
actual cost with respect thereto, all as more specifically set forth in
the Development Plan and in this JDA. Ramtron's contributions shall
include the following:
a) Facilities and Equipment. Ramtron shall make available to the
Program portions of Ramtron's existing Northgate fabrication
Facilities in Colorado Springs, Colorado and refit the
Northgate facility to the extent specified in the Development
Plan. Ramtron shall also make available to the Program the
processing equipment presently located in Northgate and
specified for Ramtron in the Development Plan. All additional
equipment necessary or useful for carrying out the Program
shall be provided or made available by Fujitsu, as described in
Section 5 below, or by other arrangements with third party
equipment vendors as mutually agreed.
b) Program Management. Ramtron shall provide Program management
and oversight for that portion of the Program that takes place
at the Northgate facility, as described in the Development
Plan. Ramtron and Fujitsu agree that **
** , shall serve as the Ramtron Program
Manager, whose responsibilities shall include management,
supervision and oversight for that portion of the Program that
takes place at the Northgate facility. Fujitsu and Ramtron
agree that the scope and frequency of Program management
reporting of budget performance and milestone progress shall be
as specified in the Development Plan.
Page 1-3
c) Personnel. Ramtron shall make available to the Program those
Ramtron personnel specified in the Development Plan. The
parties acknowledge that amendments to the Development Plan, as
described above, may necessitate personnel changes over the
course of the Program. The parties shall negotiate in good
faith to agree upon any such changes.
d) Ferroelectric Process/Materials Technology. Ramtron shall
provide and make available to the Program Ramtron's FRAM
technology, to the extent the same has been licensed to Fujitsu
pursuant to the FRAM Agreement.
5. UNDERTAKINGS OF FUJITSU. Fujitsu acknowledges and agrees that, as
part of the Program and as outlined in the Development Plan, Fujitsu
shall provide Program management for that portion of the Program that
takes place at the Iwate facility, as well as the various items of
equipment, Fujitsu personnel, CMOS underlayer wafers, certain CMOS
process technology and development funding, as more specifically set
forth in the Development Plan and in this JDA, all at no cost to
Ramtron. Fujitsu's contributions shall include the following:
a) Facilities and Equipment. Fujitsu shall make available to the
Program portions of Fujitsu's existing Iwate fabrication
facilities, as specified in the Development Plan. Fujitsu
shall provide to the Program the equipment and materials
specified for Fujitsu in the Development Plan. Certain items
of equipment to be provided by Fujitsu are identified in the
Development Plan as equipment to be installed by Ramtron at the
Northgate facility. Fujitsu acknowledges and agrees that, from
time to time, the items of equipment required to attain Program
objectives may change, and the parties may agree upon certain
additional or substitute items of equipment to be provided by
Fujitsu and to be installed by Ramtron. All such equipment
provided by Fujitsu for installation at the Northgate facility
shall remain the exclusive property of Fujitsu and, upon
completion or earlier termination of the Program, unless
otherwise agreed, such items of equipment shall be removed by
Fujitsu; provided that the disconnection of such equipment
shall be performed by Ramtron at its cost.
b) Program Management. Fujitsu shall provide Program management
and oversight for that portion of the Program that takes place
at the Iwate facility, as described in the Development Plan.
Fujitsu and Ramtron agree that **
** , shall serve as the
Fujitsu Program Manager, whose responsibilities shall include
management, supervision and oversight for that portion of the
Program that takes place at the Iwate facility. Fujitsu and
Ramtron agree that the scope and frequency of Program
management reporting of budget performance and milestone
progress shall be as specified in the Development Plan.
Page 1-4
c) Personnel. Fujitsu shall provide such personnel and expertise
as may from time to time be necessary to re-qualify any items
of equipment described in subsection a) above that are
installed at Northgate. Fujitsu shall also provide the
personnel and expertise that may from time to time be necessary
to transfer to the Northgate facility the CMOS process
technology described in subsection e) below. Further, Fujitsu
shall make available to the Program those Fujitsu personnel
specified in the Development Plan. The parties acknowledge
that amendments to the Development Plan, as described above,
may necessitate personnel changes over the course of the
Program. The parties shall negotiate in good faith to agree
upon any such changes.
d) Wafer Supply. Fujitsu shall provide such quantities of CMOS
underlayers as are necessary or useful in connection with the
Program, as outlined in the Development Plan.
e) CMOS Process Technology: Fujitsu shall provide and make
available to the Program Fujitsu's existing 0.50/0.35 micron
CMOS process technology as relates to backend ferroelectric
processing, as more specifically described in the Development
Plan.
f) Development Funding. Fujitsu shall from time to time provide
development funding for the Program, as more specifically set
forth in Section 7 below.
6. THIRD PARTY PARTICIPANTS. Fujitsu and Ramtron acknowledge that one
or more third parties may be invited to participate in the Program.
Such additional participants may include equipment vendors, materials
suppliers and the like. Participation in the Program by any such third
party and the terms and conditions thereof shall be subject to the
mutual written agreement of Fujitsu and Ramtron.
7. FUNDING. Fujitsu and Ramtron have established an initial budget
for the Program in the amount of ** , as outlined in the
Development Plan. Fujitsu agrees to provide development funding to
Ramtron for the Program to compensate Ramtron's actual costs of
development for each calendar quarter for the duration of the Program;
provided, that the development funding to be provided by Fujitsu for
the Development Plan has an overall ceiling of **
** and such funding shall not exceed
** in either of the two
calendar years. Fujitsu and Ramtron shall, in accordance with the
Development Plan, establish a quarterly budget for the Program based on
anticipated development expense requirements during each calendar
quarter and Ramtron shall invoice Fujitsu for the amount budgeted
thirty (30) days in advance of each calendar quarter. Fujitsu shall
Page 1-5
pay the Ramtron invoice within ten (10) business days after the first
day of such calendar quarter. Notwithstanding the forgoing, Ramtron
shall invoice Fujitsu for the budgeted amount for the first calendar
quarter of 1999 upon execution of this JDA by both Ramtron and Fujitsu,
and Fujitsu shall pay the amount so invoiced within two (2) weeks after
receipt by Fujitsu of such invoice. As described in Section 3 above,
Fujitsu and Ramtron shall review the progress against the Development
Plan, including budget performance with respect thereto, at the end of
each calendar quarter and, to the extent necessary, shall modify and
reset the development budget for the Program for the subsequent
calendar quarters during the duration of the Program. Any modification
of a previously-approved Program budget must be in writing, signed by
both Fujitsu and Ramtron.
8. INTELLECTUAL PROPERTY.
a) Ownership of Intellectual Property Developed Within Program.
If, during the course of and directly in connection with the
Program, **
** , and such
intellectual property rights (hereinafter referred to as the
" ** Intellectual Property Rights") shall be and remain the
exclusive property of ** ; provided, however, that if, at
any time after the date that is ** after the
completion of the ** is unable or unwilling, for
whatever reason, to support ** . **
in respect of such licensed technology shall be as specified in
Section 9 below.
** .
** responsible for any and all costs
associated with the preparation and filing of all patent
applications and other actions or filings intended to perfect
** ownership of and rights in the ** .
b) Ownership of Intellectual Property Developed Outside Program.
Except as set forth below, if either party makes any
developments, inventions or discoveries outside of the Program
(either independently or jointly with a third party), including
developments, inventions or discoveries constituting
improvements or enhancements of such party's existing
technology, the rights of the parties regarding such
developments, inventions and discoveries shall be governed by
Article IV of the FRAM Agreement. Notwithstanding the preceding
sentence, if ** makes any developments, inventions or
Page 1-6
discoveries outside of the Program (either independently or
jointly with a third party), which developments, inventions or
discoveries constitute improvements or enhancements of the
** , then such developments,
inventions and discoveries (the " ** Sole Improvements")
shall be subject to and included within the scope of the
** described in Section 8(a) above; provided that
** right to use ** shall be
exclusive of ** relating to **
** . **
in respect of such licensed technology shall be as specified in
Section 9 below.
9. ROYALTIES.
a) Payment of Royalties ** . Fujitsu and Ramtron
acknowledge and agree that nothing in this JDA is intended to
modify, amend, supersede or make inapplicable any of the
royalty provisions set forth in Article V of the FRAM
Agreement.
b) ** :
(i) **
(ii) ** .
** .
** .
** :
(1) **
(2) ** .
** .
** .
** .
10. MANUFACTURING SERVICES. Fujitsu acknowledges and agrees that
Ramtron shall have capacity rights to products that employ or
incorporate any technology or invention resulting from the Program,
consistent with Ramtron's capacity rights under Article VI of the FRAM
Agreement.
Page 1-7
11. TERM AND TERMINATION.
a) Term. This JDA shall remain in effect until the end of
calendar year 2000, unless earlier terminated in accordance
with subsection b) below; provided that this JDA and the
Program may be extended upon the mutual agreement of Fujitsu
and Ramtron.
b) Termination. Notwithstanding the intended duration of the
Program, Fujitsu shall have the right to terminate the Program
under the following circumstances. If, through no fault of
Fujitsu, Ramtron fails to meet one or more quarterly milestones
to be accomplished by Ramtron during, or by the end of, a
calendar quarter (the "Subject Quarter") pursuant to the
Development Plan, Fujitsu may give Ramtron written notice of
such failure within fifteen (15) days after the end of the
Subject Quarter. Such notice (a "Delinquency Notice") shall
identify the particular milestone(s) that Fujitsu believes
Ramtron has failed to meet (the "Delinquent Milestones") and
shall set out the details with respect to such failure.
Ramtron shall then have until the end of the calendar quarter
following the Subject Quarter to cure the identified defaults
and satisfy the Delinquent Milestones that are the subject of
the Delinquency Notice. If Ramtron does not cure such defaults
and satisfy the Delinquent Milestones within the applicable
grace period, then Fujitsu may terminate the Program by
providing written notice of such termination to Ramtron.
In addition, either party may terminate this JDA at any time by
giving the other party written notice to that effect, effective
on the date of such notice, upon or after any of the following
events: (i) the filing by the other party of a voluntary
petition in bankruptcy or insolvency; (ii) any adjudication
that the other party is bankrupt or insolvent; (iii) the
appointment of a receiver or trustee for all or substantially
all of the property of the other party; (iv) any assignment or
attempted assignment by the other party for the benefit of
creditors; (v) the institution of any proceedings for the
liquidation or winding up of the other party's business or for
the termination of its corporate character; or (vi) the other
party is in material default under this JDA (in the case of
Ramtron, other than a default of the type described in the
first paragraph of this subsection (b)) and fails to correct
such material default within thirty (30) days after receiving
written notice thereof from the other party. Moreover, upon
the occurrence of any of the events described in items
(i) through (v) above with respect to **
during the course of and directly in connection with
the ** .
Page 1-8
Except as set forth above in this subsection b), neither party
shall have the right to terminate this JDA.
c) Survival. Notwithstanding anything contained in subsection a)
or subsection b) above to the contrary, the following Sections
shall survive the expiration or earlier termination of this
JDA: Sections 8, 9, 12, 13 and 14. In addition to the
foregoing, and notwithstanding anything contained in this JDA
or elsewhere to the contrary, if ** terminates this JDA
pursuant to subsection b) above, then any and all inventions or
discoveries made jointly by the parties or independently by
** during the course of and directly in connection with
the Program shall, effective upon the date of such termination,
constitute and be considered to be "Joint Improvements" under
the FRAM License, exclusive of ** , and the
respective rights of the parties with respect to such Joint
Improvements shall be governed in all respects by the terms of
the FRAM Agreement.
d) Limitation of Damages. Fujitsu and Ramtron agree that,
notwithstanding any breach or default by either party under
this JDA, neither Fujitsu nor Ramtron shall be liable to the
other with respect to any subject matter of this JDA or the
Program, for any incidental, indirect, punitive or
consequential damages, whether under contract, negligence,
strict liability or any other theory, and whether or not such
party had notice or knowledge of the possibility of such
damages.
12. CONFIDENTIALITY. Fujitsu and Ramtron hereby incorporate by
reference the general terms and conditions of Article IX of the FRAM
Agreement and agree that such general terms and conditions shall be
incorporated into and apply to this JDA the same as if such general
terms and conditions were set forth fully herein; provided, however,
that for purposes of this JDA, all Fujitsu Intellectual Property Rights
and Fujitsu Sole Improvements shall be deemed to be "Confidential Data"
disclosed by Fujitsu to Ramtron, and shall be treated accordingly by
Ramtron; and provided further, however, that any disclosure of the
Fujitsu Intellectual Property Rights and/or the Fujitsu Sole
Improvements made by Fujitsu to any third party shall not include
disclosure of any portion of the FRAM Technology, Ramtron Intellectual
Property Rights, or Ramtron's Improvements, and Fujitsu shall take
appropriate measures to ensure that Fujitsu does not, without the prior
written consent of Ramtron, make any intentional or inadvertent
disclosure of any portion of the FRAM Technology, Ramtron Intellectual
Property Rights or Ramtron's Sole Improvements, subject to the
aforesaid general terms and conditions.
Page 1-9
13. PUBLIC ANNOUNCEMENT. The parties agree that the terms and
conditions of this JDA shall be confidential to any third party and
that, if necessary, all notices to third parties and all publicity
concerning the terms and conditions of this JDA shall be jointly
planned and coordinated by and between the parties. Neither of the
parties shall act unilaterally in this regard without the prior written
approval of the other party. However, Fujitsu and Ramtron shall
mutually agree upon a press release, and its contents, regarding the
subject matter of this JDA, which press release shall be issued within
seven (7) days following execution of this JDA.
14. MISCELLANEOUS. Fujitsu and Ramtron hereby incorporate by
reference the general terms and conditions set forth in Article XIII of
the FRAM Agreement, and agree that such general terms and conditions
shall be incorporated into and apply to this JDA the same as if such
general terms and conditions were set forth fully herein; provided,
however, that, notwithstanding the foregoing, the terms of Sections
13.11 and 13.14 of the FRAM Agreement shall be superseded by the terms
of Section 13 above.
FUJITSU LIMITED
By: /S/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
RAMTRON INTERNATIONAL CORPORATION
By: /S/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
Page 1-10
EXHIBIT A
0.35 micron FRAM (registered trademark) Co-Development Program Definition
1. This document describes the co-development activity to be
undertaken by Fujitsu and Ramtron and identified herein as the
Joint Development Agreement (JDA) Program.
1.1 The JDA Program is comprised of one focused project to be
outlined below in Section 2.
1.2 The JDA Program is defined as a two-year program with
milestones scheduled as described in Section 3.
1.3 Budgetary estimates and payment schedules are provided in
Section 4.
1.4 Intellectual Property Handling and Material Transfer Procedure
are as specified in Section 5.
2. JDA Program: Project description.
2.1. 0.35 micron FRAM Development at Colorado Springs. This project
involves design, material and process development for the
first generation of 0.35um FRAM process **
** . The goal is to ** .
2.1.1. Certain ** requirements for
successful ** at 0.35 micron have been identified
as follows:
2.1.1.1. **
2.1.1.2. **
2.1.1.3. **
2.1.1.4. **
2.1.1.5. **
2.1.2. The above requirements drive the project components
as listed here.
2.1.2.1. **.
2.1.2.2. **.
2.1.2.3. **.
2.1.2.4. **.
2.1.2.5. **.
2.1.2.6. **.
2.1.2.6.1. **.
2.1.2.6.2. **.
2.1.2.6.3. **.
2.1.2.6.4. **.
2.1.2.6.5. **.
2.1.2.7. **.
2.1.2.8. Ramtron will incorporate the skill sets of
the following groups. (The average number
of Ramtron's engineers to be assigned to
the JDA Program will be ** during the JDA
Program.)
2.1.2.8.1. **
2.1.2.8.2. **
Page 1-11
2.1.2.8.3. **
2.1.2.8.4. **
2.1.2.8.5. **
2.1.2.8.6. **
2.1.2.9. A major portion of the ** cleanroom,
together with associated facilities and
equipment, will be reconfigured by Ramtron
for use by JDA Program activities,
specifically providing ** . List
of existing equipment for such
reconfiguration is as follows:
2.1.2.9.1. **
2.1.2.9.2. **
2.1.2.9.3. **
2.1.2.9.4. **
2.1.2.9.5. **
2.1.2.9.6. **
2.1.2.9.7. **
2.1.2.9.8. **
2.1.2.9.9. **
2.1.2.9.10. **
2.1.2.9.11. **
2.1.2.9.12. **
2.1.2.9.13. **
2.1.2.10. ** .
2.1.2.11. ** .
2.1.2.12. ** .
2.1.2.13. The list of equipment to be installed at
Ramtron's facility in Colorado Springs is
preliminarily identified as follows:
2.1.2.13.1. **
2.1.2.13.2. **
2.1.2.13.3. **
2.1.2.13.4. **
2.1.2.13.5. **
2.1.2.13.6. **
2.1.2.13.7. **
2.1.2.13.8. **
2.1.2.13.9. **.
2.1.2.14. ** will install, and ** will
set-up and condition, the equipment listed
above in Section 2.1.2.13, and **
will provide cross training to ** on
the equipment.
2.1.2.15. ** .
Page 1-12
2.1.2.16. ** shall be responsible for the
maintenance and calibration of such
equipment. (According to the maintenance
cost history for such equipment, the
estimated costs for the maintenance to be
borne by ** will be around **
per year.) However, ** and **
may, upon ** written request,
discuss and, by mutual written agreement,
alter the allocation of the maintenance
costs if the actual costs for the
maintenance exceed the above estimation.
2.2. The above effort outlined in Section 2.1 entails the
** .
2.2.1. ** .
2.2.2. ** .
3. The program will be evaluated by use of the milestones as stated in
this section.
3.1. Milestone list with target dates. ** .
3.1.1. ** :
3.1.1.1. **
3.1.1.2. **
3.1.1.3. **
3.1.1.4. **
3.1.1.5. **
3.1.2. ** :
3.1.2.1. **
3.1.2.2. **
3.1.3. ** :
3.1.3.1. **
3.1.4. ** :
3.1.4.1. **
3.1.5. ** :
3.1.5.1. **
3.1.5.2. **
3.1.5.3. **
3.1.5.4. **
3.1.5.5. **
3.1.6. ** :
3.1.6.1. **
3.1.7. ** :
3.1.7.1. **
3.1.7.2. **
3.1.7.3. **
3.1.8. ** :
3.1.8.1. **
3.1.8.2. **
3.2. The milestones will be reviewed and evaluated during
quarterly review meetings.
Page 1-13
4. Budgetary estimate, review and payment schedule.
4.1. The budget by quarter is set below.
4.1.1. **
4.1.2. **
4.1.3. **
4.1.4. **
4.1.5. **
4.1.6. **
4.1.7. **
4.1.8. **
4.2. Quarterly invoices will be issued ** days prior to the start
of each quarter (except for ** which will invoice
** .
4.3. Quarterly payments are due within ** business days after the
first day of the quarter (except for ** which will be due
within ** after receipt by ** of relevant invoice).
4.4. Quarterly accounting of actual expenditures will occur during
quarterly review meetings.
4.5. Subsequent invoices will reflect any quarter to quarter
adjustment except as stated below regarding year-to-year
restrictions.
4.6. ** .
5. Intellectual Property Handling and Material Transfer Procedure.
5.1. Each party will designate a contact person for material and
document transfer and intellectual property (IP) handling.
5.2. ** . To facilitate the aforementioned transfer, Ramtron and
Fujitsu will follow the procedure as stated below. ** .
5.2.1. Both parties' contact persons will have a weekly
review session by appropriate means (e.g. in person
or TV conference or phone call) to confirm such
developments, inventions and discoveries made by
** as well as the progress thereof.
5.2.2. ** personnel will make and maintain sufficient
descriptive documents of such developments,
inventions and discoveries, as soon as possible after
each such development, invention or discovery.
5.2.3. ** will permit ** contact person to have
access to all the materials and documents maintained
by ** personnel relating to the JDA Program.
** .
5.3. Within the JDA Program, Ramtron will create an Office for
Document Control.
5.4. All company confidential documents, materials and IP will be
acknowledged by the Office.
5.5. Protocol for documents and materials:
5.5.1. ** .
5.5.2. All such reports, other documents and materials will
be addressed to document control, assigned a control
number, and distributed according to prescription.
5.5.2.1. ** .
5.5.2.2. All such reports, other documents and
materials will be distributed at Ramtron
only to the appropriate JDA Program
engineering list which is maintained by
Ramtron's internal Document Control
Department.
Page 1-14
