ATTACHMENT 2(g) CONTAINING THE SECOND UNITED STATES OF AMERICA
NEXT GENERATION LICENSE AGREEMENT
BY AND BETWEEN
STATE OF LOUISIANA
CELLNET DATA SYSTEMS, INC.
AND
PARISH OF ORLEANS
AXONN CORPORATION
THIS attachment (the "Attachment") contains the Second Next Generation
License Agreement ("NGL") entered into as of this twenty fifth day of March,
1996 ("effective date") by and between CellNet Data Systems, Inc., a California
corporation with principal offices at 000 Xxxxxxxx Xxxx, Xxx Xxxxxx, Xxxxxxxxxx
00000 ("CellNet") and Axonn Corporation, a Louisiana corporation with principal
offices at 000 Xxxx Xxxxxx X. Xxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000
("Axonn").
W I T N E S S E T H:
WHEREAS, CellNet and Axonn had entered into that certain agreement dated
August 21, 1992 together with any subsequent amendments thereto ("Agreement")
wherein Axonn granted CellNet certain rights to manufacture, use and sell spread
spectrum radio products in the UDS market as well as other fields of use;
WHEREAS, Agreement provides that Axonn will agree to offer to CellNet,
license rights to NEXT GENERATION DEVICES developed by Axonn during the term of
the Agreement, subject to all of the terms and conditions of the Agreement, with
the exception of any initial license fee and royalty rate as well as other
agreed upon modifications to the Agreement which will be mutually negotiated by
the parties by way of an attachment to the Agreement;
WHEREAS, Axonn has developed a digital spread spectrum transceiver
technology that has significant performance advantages over the original
"ADDITIONAL DEVICE" spread spectrum transceiver and the cost of the development
of this technology was in excess of [ * ], qualifying it as a NEXT
GENERATION DEVICE;
WHEREAS, Agreement provides that to the extent any INTELLECTUAL PROPERTY is
licensed by Axonn to CellNet which is not included in the exclusive license
granted by Axonn to Life Point Systems Limited Partnership ("Life Point") for
the FIRE/SECURITY MARKET under the license agreement by and between Axonn and
Life Point ("NEW TECHNOLOGY"), CellNet is to be granted a worldwide, non-
exclusive right and license under such NEW TECHNOLOGY as the term is defined in
the Agreement to use, modify, manufacture, have manufactured, sell and otherwise
distribute PRODUCTS in FIRE/SECURITY MARKET;
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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WHEREAS, Agreement provides that in the event any INTELLECTUAL PROPERTY
licensed by Axonn to CellNet subsequently becomes included in the exclusive
license granted by Axonn to Life Point for the FIRE/SECURITY MARKET, the terms
of any licenses granted by Axonn to CellNet for such INTELLECTUAL PROPERTY will
remain unchanged, and if CellNet is paying Axonn a ROYALTY for PRODUCTS based on
such INTELLECTUAL PROPERTY, CellNet will not be required to pay any ROYALTY to
Life Point for such PRODUCTS;
WHEREAS, CellNet desires to incorporate this NEXT GENERATION DEVICE
technology into its PRODUCT, and each party agrees as follows:
1. GRANT.
Axonn grants CellNet: (1) a non-exclusive license to make, modify,
manufacture, have manufactured, sell, lease and otherwise dispose of the digital
transceiver product developed by Axonn ("NG TRANSCEIVER DEVICE") which utilizes
patents and patents pending listed on Exhibit A to this Addendum in accordance
with the terms and conditions contained within the Agreement, and (2) an
exclusive license, to the extent specifically noted and provided for within
Section 2(a)(i) of the Agreement, with respect to the NG TRANSCEIVER DEVICE in
the fields of use specified in such Section 2(a)(i). This NGL is limited to the
fields of use as defined in Agreement.
2. CONSIDERATION.
(a) As partial consideration for the NGL granted pursuant to this
Attachment, CellNet agrees to pay Axonn a license
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fee of [ * ] to be paid per the milestone schedule in Exhibit B, namely:
(i) Payment of [ * ] to Axonn will occur upon execution of
this Attachment by CellNet and Axonn.
(ii) Payment of [ * ] to Axonn will occur upon completion of
the PRELIMINARY DESIGN REVIEW MILESTONE.
(iii) Payment of [ * ] to Axonn for the PROTOTYPE DVT REVIEW
MILESTONE will occur within 2 days of the completion of such PROTOTYPE
DVT REVIEW MILESTONE unless CellNet has notified Axonn of a DEFECT
with the Prototype DVT Review Deliverables within such 2 day period
after the completion of the PROTOTYPE DVT REVIEW MILESTONE. If
CellNet notifies Axonn of a DEFECT, the provisions of subsection 2(b)
below shall apply.
(iv) Payment of [ * ] to Axonn for the DELIVERY OF BETA
DOCUMENTATION MILESTONE will occur within 2 days of the completion of
such DELIVERY OF BETA DOCUMENTATION MILESTONE unless CellNet has
notified Axonn of a DEFECT with the Beta Documentation Deliverables
within such 2
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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day period after the DELIVERY OF BETA DOCUMENTATION MILESTONE. If
CellNet notifies Axonn of a DEFECT, the provisions of Section 2(b)
below shall apply.
In the event that Axonn completes the DELIVERY OF BETA
DOCUMENTATION MILESTONE before the scheduled date (the "Scheduled
Date") for completion of such milestone as listed in Exhibit B, for
every week that Axonn completes such DELIVERY OF BETA DOCUMENTATION
MILESTONE in advance of the Scheduled Date, the payment for completion
of the DELIVERY OF BETA DOCUMENTATION MILESTONE shall increase by
[ * ] (up to a maximum increase of [ * ]) and the aggregate
Incentive Royalty Payment (defined in Section 2(d) below) shall
decrease by [ * ] (up to a maximum decrease of [ * ]).
(v) Payment of [ * ] to Axonn for the BETA DVT REVIEW
MILESTONE will occur at the earlier of: (1) 2 days after the
completion of the BETA DVT MILESTONE ("BDR Payment Date 1"), or (2) 90
days after the date of the DELIVERY OF BETA DOCUMENTATION MILESTONE
("BDR Payment Date 2") unless CellNet has notified Axonn of a DEFECT
with such Beta DVT Review before the earlier to occur of either BDR
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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Payment Date 1 or BDR Payment Date 2. If CellNet notifies Axonn of a
DEFECT, the provisions of Section 2(b) below shall apply.
(vi) Payment of [ * ] to Axonn will occur upon completion of the
RELEASE OF FINAL DOCUMENTATION MILESTONE.
(b) In the event CellNet informs Axonn of a DEFECT pursuant to the
procedures outlined in subsections 2(a)(iii) - (v) above, the milestone that
corresponds to the payment that was to have been made in such subsection (the
"Corresponding Milestone") will be deemed to have not occurred and Axonn will
undertake to correct such DEFECT. Once Axonn has determined that it has
corrected such DEFECT and has resubmitted the Corresponding Milestone
deliverables to CellNet, such Corresponding Milestone will be deemed complete,
and the payment for such Corresponding Milestone will be made subject to the
procedures stated in subsections 2(a)(iii)-(v) above.
(c) Upon completion of a milestone, Axonn shall deliver to CellNet
the deliverables as noted in Exhibit C required to complete such milestone as
identified in the schedule noted in Exhibit B. In the event Axonn fails to
complete any milestone
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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within ninety (90) days after the date such milestone was to be completed as per
Exhibit B, or a deliverable due under a milestone includes a DEFECT, as defined
in Agreement, then notwithstanding Section 2(b) above, CellNet may complete the
development of the NG TRANSCEIVER DEVICE if it chooses and Axonn would not be
entitled to the remainder of the milestone payments, provided such delay of
completion or DEFECT is not caused by CellNet. In the event CellNet decides to
complete the development of the NG TRANSCEIVER DEVICE, Axonn shall promptly
deliver to CellNet any prototypes, documentation, and technical materials
related to the NG TRANSCEIVER DEVICE which are necessary for CellNet to complete
the development of the NG TRANSCEIVER DEVICE to the extent such materials have
not already been provided. Notwithstanding the above, if Axonn has diligently
pursued correction of the DEFECT or completion of the scheduled milestone then
Axonn may request an appropriate time extension from CellNet to cure such DEFECT
and/or provide such milestone deliverables and such grant of an extension cannot
be unreasonably withheld.
(d) In consideration for Axonn's timely completion of the
DELIVERY OF BETA DOCUMENTATION MILESTONE, CellNet is also required to pay Axonn
an Incentive Royalty Payment which initially shall be equal to [ * ].
The Incentive Royalty Payment will be decreased by any amounts advanced to Axonn
pursuant to
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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Section 2(a)(iv) above for early completion of the DELIVERY OF BETA
DOCUMENTATION MILESTONE. In addition, the Incentive Royalty Payment will be
decreased by [ * ] (a "Late Penalty") for every month that the completion of
the BETA DVT REVIEW MILESTONE is delayed beyond the scheduled date for
completion of such milestone as listed in Exhibit B, provided that any delay
relating to such milestone was not caused by CellNet or by act of God or force
majeure or other cause beyond Axonn's control. In no event shall the Incentive
Royalty Payment be less than $0. Notwithstanding the foregoing, no Late Penalty
will be applied to the Incentive Royalty Payment in the event that: (1) Axonn
completes the DELIVERY OF BETA DOCUMENTATION MILESTONE on or before September 1,
1996, and (2) CellNet fails to inform Axonn, within ninety (90) days of the date
Axonn completes the DELIVERY OF BETA DOCUMENTATION MILESTONE, of any DEFECT in
the deliverables associated with such DELIVERY OF BETA DOCUMENTATION MILESTONE,
or with any DEFECT in achieving the BETA DVT REVIEW MILESTONE.
If the Incentive Royalty Payment is greater than $0 at the time that
CellNet commences production of NG TRANSCEIVER DEVICES, CellNet shall pay the
Incentive Royalty Payment to Axonn as follows: for each of the first [ * ] NG
Transceiver Devices
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produced by CellNet, CellNet will pay Axonn an amount equal to the Incentive
Royalty Payment, divided by [ * ].
(e) As additional consideration, the transceiver ROYALTY to be paid
upon the sale, lease or disposition of any transceiver utilizing INTELLECTUAL
PROPERTY associated with this NGL shall be increased [ * ] per transceiver.
(f) In the event CellNet chooses to complete the NG TRANSCEIVER
DEVICE development and successfully completes the BETA DVT REVIEW MILESTONE
prior to the expiration of 15 months from the date such milestone was to have
been completed as listed in Exhibit B, CellNet shall pay Axonn an amount equal
to the Incentive Royalty Payment that Axonn would have earned based on the date
that CellNet successfully completes the BETA DVT REVIEW MILESTONE, plus all
milestone payments that were not paid to Axonn, less all documented engineering
development expenses incurred by CellNet. Additionally, under no circumstances
will Axonn be required to refund any previously paid milestone payments.
Notwithstanding the foregoing, no Late Penalty will be applied to the Incentive
Royalty Payment in the event that: (1) Axonn completes the DELIVERY OF BETA
DOCUMENTATION MILESTONE on or before September 1, 1996, and (2) CellNet fails to
inform Axonn, within ninety (90) days of the date Axonn completes the DELIVERY
OF BETA DOCUMENTATION MILESTONE, of any DEFECT in the deliverables
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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associated with such DELIVERY OF BETA DOCUMENTATION MILESTONE, or with any
DEFECT in achieving the BETA DVT REVIEW MILESTONE.
3. SOURCE CODE.
(a) Axonn's SOURCE CODE is its best and closest secret. With regard
to the disclosure of the "SOURCE CODE" information, such information shall be
provided to Xxxxx Xxxxxxx or such other individual noted as the "SOURCE CODE
COORDINATOR". The SOURCE CODE COORDINATOR and CellNet agree to only use the
SOURCE CODE under carefully controlled conditions for the purposes set forth in
the Agreement and to inform all employees and agreed upon consultants who are
given access to the SOURCE CODE by CellNet that such materials are confidential
trade secrets of Axonn and are licensed to CellNet by Axonn as such. The SOURCE
CODE COORDINATOR and CellNet shall restrict access to only those employees which
are identified to Axonn in advance according to the procedures listed in the
Agreement and such employees shall have agreed to be bound by confidentiality
obligation which incorporates the protections and restrictions as set forth in
the Agreement and who have a need to know in order to carry out the purposes of
the Agreement. The Source Code may NOT be disclosed to consultants, agents or
other individuals or companies that are not employees of CellNet without
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the written consent of Axonn and such consent may be unreasonably denied.
(b) CellNet shall be provided the source code for the ADDITIONAL
DEVICE at the earlier to occur of: (1) two weeks after the completion of the
Prototype DVT Review Milestone, pursuant to the deliverables specified for such
milestone in Exhibit C; or (2) ninety days following the date that the Prototype
DVT Review Milestone was to have been completed, as specified in Exhibit B.
Such source code information shall be controlled by CellNet in accordance with
the terms of the Agreement and this Attachment.
4. TREATMENT OF XXXXXX.
The "Xxxxxx," which was partially funded by CellNet, is to be treated
as a NEXT GENERATION DEVICE. Upon development of a NEXT GENERATION DEVICE
incorporating the xxxxxx technology, Axonn will offer such technology to
CellNet, in accordance with the Agreement, and will discount the up-front fees
by [ * ].
5. PURCHASE RIGHTS.
Axonn shall be granted the right to purchase the NG TRANSCEIVER
DEVICES from CellNet at CellNet's direct cost plus a [ * ] overhead percentage
adder.
6. PROMOTION.
Axonn is to be informed of CellNet's business activities and future
plans when appropriate, and additionally, CellNet will
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the Commission. Confidential Treatment has been requested with respect to the
omitted portions.
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mention Axonn as licensor in all appropriate press releases, brochures and
promotional materials. This promotional enclosure shall begin on or before one
(1) year subsequent to the successful field installation of the new
transceivers.
7. SPECIFICATIONS AND DELIVERABLES.
A. TRANSCEIVER TECHNICAL SPECIFICATIONS
The transceiver technical specifications areas mutually agreed
upon are noted on Exhibit D.
B. TRANSCEIVER COST
The Transceiver production costs are to be estimated in
quantities of [ * ] annually and total direct materials costs may not exceed
[ * ] including PCB and excluding the costs of the housing and connectors.
CellNet will provide costs for all standard CellNet part numbers.
Axonn will present a costed Xxxx of Materials at each Milestone
for CellNet's review.
C. DELIVERABLES
Deliverables mutually agreed upon are noted on Exhibit C.
Deliverables at each Milestone will be per CellNet's Product Life Cycle manual.
The PLC, DFT and DFX manuals shall be provided to Axonn and agreed to prior to
execution and shall then be frozen. Specifically included are the following:
1. All source code for the NG TRANSCEIVER DEVICE;
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2. Complete Theory of Operations for all RF and Digital
Circuitry, Signal Processing, and Control Logic as implemented in firmware;
3. Documented Lab View-based receiver simulation software that
matches actual unit performance and includes an instruction manual;
4. PCB layouts in PADS 2000 format on or before the DELIVERY OF
BETA DOCUMENTATION MILESTONE;
5. Xxxx of Materials with CellNet part Numbers. CellNet will
contribute to this effort;
6. Complete Source Control specifications for all components
not on CellNet's current Approved Vendor List. All critical component
parameters and tolerances to be called out in this specification.
D. MANUFACTURABILITY
100% PCB test point availability, to be determined based on size
and performance trade-offs. All materials used in the design will be sourced
first from CellNet's Approved Vendor List. Single-sourced and custom components
to be approved by CellNet at the PRELIMINARY DESIGN REVIEW MILESTONE and such
approval cannot be unreasonably withheld. Deliverables must meet CellNet DFX
requirements or be approved prior to THE COMPLETE ALPHA
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DOCUMENTATION MILESTONE, such approval cannot be unreasonably withheld.
E. DEVELOPMENT PROCESS AND PROJECT MANAGEMENT
1. At each Milestone, Axonn will commit two (2) days of the
Development Team's time to present and review the Deliverables with CellNet and
address any questions that arise. Additional time will be billed hourly.
2. Axonn will provide two (2) hours no charge per week for
project updates (via a visit or conference call) between Axonn's Project Manager
and CellNet's Project Manager.
3. At the PRELIMINARY DESIGN REVIEW MILESTONE, the RF, Digital
and Firmware designs are to be presented. Prior to the Design Review, Axonn
will deliver a Preliminary Theory of Operation and design documentation package
in order for CellNet's engineers to prepare. Axonn will deliver formal Theory
of Operation by completion of the RELEASE OF FINAL DOCUMENATION MILESTONE.
4. All Milestone DVT Plans will be mutually agreed to by Axonn
and CellNet. Conceptually, each DVT will be designed to verify operation over
voltage and temperature for successively higher levels of performance and under
more demanding stress levels. First proto tests shall be conducted at Axonn and
witnessed by CellNet staff (at CellNet's option), whose time shall
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be made available to coincide with Axonn's schedules. Alpha DVT Tests will be
conducted at Axonn and Beta DVT tests shall be performed at CellNet, whereby
Axonn will have the right, at its own expense, to send an engineer to witness
part or all of CellNet's DVT process.
The alpha build will be performed by Axonn and the beta build will be performed
by CellNet.
Four alpha units built by Axonn will be used for Alpha DVT and four beta units
built by CellNet will be used for Beta DVT.
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This Attachment may be executed in counterparts, and a facsimile copy of this
Attachment, signed by either party and transmitted to the other party, shall
constitute a binding signature to this Attachment.
Offered To: CELLNET DATA SYSTEMS
Offered By: /s/ H. Xxxxxxx Xxxxxxxxxx Xx.
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Date: 3/25/96
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H. Xxxxxxx Xxxxxxxxxx, Xx.
AXONN CORPORATION
President
Accepted By: /s/ Xxxx X. Xxxxx
-----------------------------
Date: 3/25/96
-----------------------------
Xxxx X. Xxxxx
CELLNET DATA SYSTEMS
President and Chief
Executive Officer
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EXHIBIT A
NG TRANSCEIVER DEVICE
Patents and Patents Pending
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EXHIBIT B
MILESTONE SCHEDULE
MILESTONE DATE COMPLETED PAYMENT DUE
Execution of Attachment [*] [*]
Preliminary Design Review [*] [*]
Start Prototype DVT+ [*] [*]
Prototype DVT Review [*] [*]
Complete Alpha Documentation+ [*] [*]
Alpha Units Available+ [*] [*]
Complete Alpha DVT and review+ [*] [*]
Delivery of Beta Documentation [*] [*]
Beta Units Available+ [*] [*]
Complete Beta DVT+ [*] [*]
Beta DVT Review [*] [*]
Release Final Documentation [*] [*]
[ * ]
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EXHIBIT C
AXONN DSP TRANSCEIVER DELIVERABLES
25 MARCH 1996
ASSUMPTIONS
Full hand-off of design to Cellnet in Cellnet format
Axonn does proto and alpha DVT and redesign as required
Cellnet does beta DVT and field tests as required
Cellnet does FCC compliance
Cellnet does PGE certification test
Axonn does reliability prediction and redesign as required
Cellnet does reliability burn-in and redesign as required following production
Axonn does all documentation except market forecast, product plan, product cost,
MPIs, MCC hardware
manual modifications, PGE certification test plan and report, manufacturing
plan, Cellnet Beta DVT and
field test procedures and reports and labels.
Design Review includes manufacturability and testability reviews
Axonn builds 5 alpha units, Cellnet builds 5 alpha and 20 beta units
PROJECT MILESTONES (see Exhibit B)
AXONN DELIVERABLES
PRELIMINARY DESIGN REVIEW DELIVERABLES
1 WEEK PRIOR TO PRELIMINARY DESIGN REVIEW
Preliminary Specifications in hardcopy
Preliminary Prototype Test Plan in hardcopy
Receiver Simulation in Labview
Prototype Schematics in hardcopy
RF
Digital
Prototype Firmware Source Listings in hardcopy
Preliminary Theory of Operations in hardcopy
Prototype Block Diagrams in hardcopy
RF
Digital
Firmware
Prototype Gerber Files including silkscreen
RF
Digital
List of Exceptions to Cellnet DFX Guidelines in hardcopy limited to
Testability, section 2, Datatest mechanical and electrical ATE guidelines,
Printed Circuit Design Rules, section 3,
List of sole or single source parts in prototype in hardcopy
List of parts with performance not specified over full temperature range in
prototype in hardcopy
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PROTOTYPE DVT REVIEW DELIVERABLES
2 WEEKS AFTER COMPLETION OF PROTOTYPE DVT REVIEW
Action Items from Design Review in Word
Summary of Resolution of Design Review Action Items in Word
Project Schedule in Microsoft Project
Product Specification in Word
Block Diagrams in Micrographics Designer exported for Autocad
Firmware
RF
Digital
Alpha DVT Test Plan and Procedures in Word
Theory of Operations including algorithm descriptions, design tradeoffs, design
margins, circuit and
firmware operation, timing diagrams in Word, Spice and Monte Carlo simulations
Firmware
RF
Digital
Schematics and Schematic Netlists in Protel
Component Library
RF
Digital
Costed Xxxx of Materials in Word
RF
Digital
Top
Source Control Drawings for all parts not in Cellnet's Approved Vendor List in
Autocad
Reliability prediction with 10% stress and 25 degree C temperature in Bellcore
format
List of sole or single source parts in Word
List of parts with performance not specified over full temperature range in Word
Firmware Source Code in Assembly Language
Firmware Link and Load Scripts in DOS
Firmware Object Code in Intel Hex
Fabrication Drawings in Autocad
RF
Digital
Xxxxxxx
Gerber Plots in Protel
RF
Digital
PC Layouts in Protel
RF
Digital
Assembly Drawings in Autocad
RF
Digital
Top
DVT Test Results in Word
Prototype
One functional prototype NG TRANSCEIVER DEVICE meeting Specification as measured
during the Prototype DVT
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DELIVERY OF BETA DOCUMENTATION DELIVERABLES
Action Items from Alpha DVT Review in Word
Summary of Resolution of Alpha DVT Review Action Items in Word
Product Specification in Word
Receiver Simulations in Labview
Final Block Diagrams in Micrographics Designer exported to Autocad
Firmware
RF
Digital
Theory of Operations in Word
Firmware
RF
Digital
Final Schematics and Schematic Netlists in Orcad
Component Library
RF
Digital
Final Costed Xxxx of Materials in Word
RF
Digital
Top
Source Control Drawings for all parts not in Cellnet's Approved Vendor List in
Autocad
Reliability prediction with 10% stress and 25 degree C temperature in Bellcore
format
Final list of sole or single source parts in Word
Final list of parts with performance not specified over full temperature range
in Word
Firmware Source Code in Assembly Language
Firmware Object Code in Intel Hex
Final Fabrication Drawings in Autocad
RF
Digital
Xxxxxxx
Final Gerber Plots in Pads
RF
Digital
Final PC Layouts in Pads
RF
Digital
Final Assembly Drawings in Autocad
RF
Digital
Top
Alpha DVT Test Results in Word
Two Alpha NG TRANSCEIVER DEVICES meeting Specifications as measured during the
Alpha DVT
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FINAL DOCUMENTATION DELIVERABLES
ONE MONTH AFTER COMPLETION OF BETA DVT REVIEW
Final Product Specification in Word
Final Receiver Simulations in Labview
Final Theory of Operations in Word
Final Source Control Drawings for all parts not in Cellnet's Approved Vendor
List in Autocad
Final reliability prediction with 10% stress and 25 degree C temperature in
Bellcore format
Final Firmware Source Code in Assembly Language
Final Firmware Object Code in Intel Hex
Production Test Procedures including expected voltages and timing at circuit
nodes in Word
RF
Digital
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Exhibit D
DSP Transceiver Specification
Document #: 0556-0200-SP0
Date: 26 MAR 96
Prepared by:
Axonn Corporation
000 X. Xxxxxx X. Xxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
PH: (504) 282-8119
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