Exhibit 10.4
AMENDMENT NO. 1
TO PRODUCT MARKETING AGREEMENT
THIS AMENDMENT NO. 1 amends that certain Product Marketing Agreement by
and between GateField Corporation ("GateField") and Actel Corporation
("Actel") dated as of August 14, 1998 (the "Agreement").
GateField and Actel hereby agree to amend the Agreement as follows:
1. TERM. Amend Section 14.1 by deleting from the end thereof "before
the third anniversary of the Effective Date" and substituting in lieu thereof
"until three years after Product Qualification of the first member of a
Standard Product on a standard process that Siemens or another independent
wafer manufacturer qualifies for its own products and has committed to
support for the production forecast or until a replacement process is
qualified and yielding at similar or improved levels".
2. PRODUCT QUALIFICATION FEE. Amend Section 4.2 by inserting before
the final period ", whether or not the process is qualified by Siemens or
another independent wafer manufacturer for its own products".
3. WAIVER OF GATEFIELD MANAGEMENT RIGHTS. Amend Section 5.2.1 by
inserting at the end thereof: "GateField agrees to waive its rights to
manage, control, and direct all activities of the SBU under this Section
5.2.1, PROVIDED, HOWEVER, that Actel shall seek GateField's advice and
consent regarding the corrective actions to be taken with respect to Actel's
failure to meet or maintain 'GFIN' thresholds, and PROVIDED FURTHER that this
waiver shall terminate upon a Change in Ownership of Actel or upon Actel's
failure to use commercially reasonable efforts to achieve the Actel
Milestones."
4. WAIVER OF ACTEL MANAGEMENT RIGHTS. Amend Section 6.2.1 by
inserting at the end thereof: "Actel agrees to waive its rights to manage,
control, and direct the activities of the non-performing department of
GateField under this Section 6.2.1, PROVIDED, HOWEVER, that GateField shall
seek Actel's advice and consent regarding the corrective actions to be taken
with respect to GateField's failure to meet or maintain 'ACIN' thresholds,
and PROVIDED FURTHER that this waiver shall terminate upon a Change in
Ownership of GateField or upon GateField's failure to use commercially
reasonable efforts to achieve the GateField Milestones."
5. ENGINEERING ASSISTANCE. Delete Section 9.10 and substitute the
following in lieu thereof:
9.10 ACTEL ENGINEERING ASSISTANCE. Actel shall provide
GateField, free of charge, with such engineering assistance
as GateField may reasonably request in the areas of testing
(up to a total of two man years), yield improvement (up to a
total of one man year), silicon design (up to a total of one
man year), and software development (up to a total of two
man years).
Except as amended hereby, the provisions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 by their respective duly authorized representatives as of May
25, 1999.
GATEFIELD CORPORATION ACTEL CORPORATION
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxxx Xxxx Name: Xxxxx X. Xxxxx
Title: President and CEO Title: Sr. VP Technology & Operations
