EXHIBIT 10.13
SALES AGREEMENT
This agreement is made and entered into this day of May 07, 1999 by and between
------------
Omnivision Technologies, Inc. a cooperation duly organized and existing under
-----------------------------
the law of Republic of China, whose principal business address is 930 Xxxxxxxx
------------
Place Xxxxxxxxx, Xxxxxxxxxx 00000 XXX (Herein after "CUSTOMER"), CoAsia
------------------------------------- ------
Microelectronics Corp., an authorized ASIC agent of SAMSUNG Electronics Co.,
---------------------
Ltd. in Taiwan, a cooperation duly organized and existing under the law of
Republic of China, whose principal business address is 25F. Int'l Trade Bldg.,
Xx. 000, Xxxxxxx Xx., Xxx 0, Xxxxxx, Xxxxxx, X.X.X. (herein after "COASIA") and
SAMSUNG Electronics Co., Ltd. a cooperation duly organized and existing under
-----------------------------
the law of Republic of Korea, having an office at 000, 0-Xx, Xxxxxxxx-Xx,
Xxxxx-Xx, Xxxxx Xxxxx (herein after "SAMSUNG").
WITNESSETH
Whereas, CUSTOMER desires for SAMSUNG to develop and produce the integrated
circuit in accordance with the specifications for OVT851 attached hereby as
------
EXHIBIT A provided by CUSTOMER (herein after "IC" or "ICs" in plural).
Whereas CUSTOMER desires to purchase from SAMSUNG through COASIA and SAMSUNG
desires to sell through COASIA the ICs that are developed and produced by
SAMSUNG hereunder.
Now, there, in consideration of the promises and of mutual representations,
warranties and agreement set forth herein, the parties hereto agree as follows:
1. DEFINITION OF IC
. CUSTOMER Name : OV511PLUS
---------
. Process : Standard Cell STD85(0.5mm), Triple Layer Metal
----------------------------------------------
. Gate Count : 100K Logic Gates
----------------------------------------------
. Package : 100OFP
----------------------------------------------
. Special Cells : None
----------------------------------------------
2. NON-RECURRING ENGINEERING (NRE) CHARGES
SAMSUNG will develop the ICs pursuant to specification as specified in EXHIBIT
A. The ICs shall be developed at SAMSUNG's own standard process and control
criteria. Such development includes the mask tooling and 150 pieces engineering
-----------
samples for CUSTOMER, CUSTOMER will pay COASIA US*** by telegraphic transfer
--
(herein after "T/T") totally for the development costs of the said ICs.
*Free NRE project.
------------------
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
1
3. THE DEVELOPMENT SCHEDULE OF IC
. The approval of post-layout simulation by CUSTOMER : D day
. Engineering samples delivery by SAMSUNG : D day + 6 weeks
-------
. Approval of the engineering sample by CUSTOMER : D day = 8 weeks
-------
4. UNIT PRICE & PAYMENT
The unit price of this ICs are as following:
. Unit Price : 1 ~100K pieces US$***
Above 100K pieces US$***
* All those prices C.I.F. C.K.S. Airport of Taipei, Taiwan or C.I.F.
-----------------------------------------------------------------
U.S.A.
-----
. Payment term : at sight Letter of Credit (herein after "L/C") or
T/T in Advance.
Customer will purchase from SAMSUNG a minimum quantity of 50K pieces of ICs
----------
after approval of sample. The purchase order (herein after "P/O") must be issued
by CUSTOMER subject to terms and conditions in this AGREEMENT 8 weeks before
CUSTOMER expecting shipping date, and the L/C must be open within 4 weeks before
delivery of ICs.
5. RESCHEDULING AND CANCELLATION
A. CUSTOMER may reschedule delivery dates of the ICs a maximum of two (2)
months from the original scheduled shipment date, subject to the
following:
Reschedule Request Quantity, which can be rescheduled
------------------ ----------------------------------
Over 56 days 100% of original purchase order quantity
------------
15 ~ 56 days 20% of original purchase order quantity
------------
0 ~ 14 days Original purchase order quantity cannot be
-----------
rescheduled.
In every case, COASIA must be notified of production reschedules at most
once (1) per month.
B. Cancellation by CUSTOMER of its P/O for the ICs scheduled for delivery
shall be subject to the following:
Cancellation Period CUSTOMER's Liability
------------------- --------------------
Over 56 days No Liability
------------
36 ~56 days 50% of original purchase price
-----------
22 ~35 days 70% of original purchase price
-----------
0 ~21 days 100% of original purchase price
----------
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
2
6. CONFIDENTIALITY
Any one of three parties does not disclose the confidential document or
information provided by the rest two parties to the other parties without
written consent of that party (or parties, which document of information. This
AGREEMENT falls under the scope of the Mutual Non-Disclosure Agreement signed by
------------------------
the parties.
7. INDEMNITY
The CUSTOMER accepts responsibility for all liabilities resulting from of
products or intellectual property right by third parties with respect to the
products being purchased under this agreement, and indemnifies SAMSUNG against
such claims.
8. OWNERSHIP
The MASK right of the IC other than the layout right of the IC is solely owned
by SAMSUNG, but the right of suing IC is solely owned by CUSTOMER, SAMSUNG and
COASIA shall not produce and/or market, or sell the IC to any third party
(including all other SAMSUNG's Divisions) without CUSTOMER's prior
authorization. The P/O from CUSTOMER to SAMSUNG through COASIA will
automatically authorize SAMSUNG to produce and sell the IC to CUSTOMER or third
party (including all other SAMSUNG's Divisions) designated in writing, by
CUSTOMER. If the sample does not perform or this agreement terminates, SAMSUNG
will automatically destroy the masks.
9. TERM OF CONTRACT
This AGREEMENT will be effective from the date signed by both parties and shall
extend for a term of two (2) years from this date.
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
3
10. GOVERNING LAW
This AGREEMENT shall be constructed and governed in accordance with the laws of
Republic of China.
For and on behalf of
SAMSUNG ELECTRONICS CO, LTD. OMNIVISION TECHNOLOGIES, INC.
/s/ X. X. Xxxxx /s/ Xxxxxxx Xx
------------------------------------- --------------
NAME: X. X. Xxxxx NAME: Xxxxxxx Xx
TITLE: PRESIDENT/Samsung Electronics
Taiwan Co., Ltd. TITLE: V.P. Business Development
DATE: , 1999 DATE: 6/17/1999
CoAsia MICROELECTRONICS CORP.
/s/ Xxxxxxxx X. Xxx
------------------------------------
NAME: XXXXXXXX X. XXX
TITLE: GENERAL MANAGER
DATE: , 1999
-------
*** Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
4
