Exhibit 10(a)
MERRIMAC INDUSTRIES, INC.
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April 7, 2000
Ericsson Microelectronics, A.B.
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Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President and General Manager
Ericsson Holding International, B.V.
Rijen, Netherlands
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Gentlemen:
This letter sets forth the agreement between Ericsson Microelectronics,
A.B., a Swedish corporation ("Ericsson"), Ericsson Holding International, B.V.,
a Netherlands corporation ("EHI") and Merrimac Industries, Inc., a New Jersey
corporation ("Merrimac"), regarding (i) the purchase by BHI from Merrimac of
375,000 newly issued shares (the "Shares") of Merrimac's common stock, par value
$0.50 per share, at a purchase price of $9.00 per share, and (ii) the creation
of certain exclusivity arrangements for certain goods and services by Merrimac
in favor of Ericsson, as more fully described below. Concurrently with the
execution of this letter agreement, BHI and Merrimac are entering into the
Registration Rights Agreement dated as of the date hereof, which is incorporated
herein by this reference as an integrated part of this entire agreement. The
rights under all such incorporated agreements are cumulative as one integrated
agreement.
1. Exclusivity Arrangement.
Effective from and after the Closing Date of this letter, the parties agree
as follows:
(a) Consistent with the scheduling and other requirements stated below,
Merrimac shall design, develop and produce exclusively for Ericsson, Multi-Mix"
products (and similar Multi-Mix" type products, if developed or acquired by
Merrimac during the term of this letter agreement and designated by Ericsson
hereafter as "Products For Ericsson") that incorporate active RF power
transistors for use in wireless base station applications, television
transmitters and other applications that would compete with any product now or
hereafter sold or developed for sale by Ericsson (collectively called the "RF
Products For Ericsson" and, together with the "Bluetooth Products For Ericsson"
defined below, are collectively called the "Products For Ericsson"), on the
following basis:
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i. The period of such exclusivity shall be for five years from the Closing
Date of the transfer of the Shares (herein, as the same may be extended by the
parties in writing as provided in this agreement, called the "Exclusivity
Period"), during which period Merrimac shall not directly or indirectly: design,
develop or manufacture for, sell to, or otherwise assist any third person in
designing, developing or manufacturing any RF Products For Ericsson. If Merrimac
is unclear about who and what competes with the applicable Ericsson products for
the purposes of this agreement from time to time, Merrimac may send Ericsson a
written inquiry asking whether a particular Merrimac contemplated transaction
would raise competitive concerns under the definition of Products For Ericsson,
in which case Ericsson shall respond on that issue within a reasonable time.
ii. The Exclusivity Period may be extended by the parties on such terms and
with such consideration provided as may be mutually agreed in writing between
the parties, if any, in their discretion.
iii. These RF Products For Ericsson shall never be produced for or sold to
any company other than Ericsson at any time in the future, whether before or
after the Exclusivity Period in Paragraph (i) above, unless expressly permitted
by this letter agreement or otherwise authorized in writing by Ericsson in its
sole discretion.
iv. Should Merrimac be unable to produce (or have produced for them) the
quantity or quality of RF Products For Ericsson that are forecast for Ericsson's
reasonable needs from time to time during each six months rolling projections
delivered by Ericsson to Merrimac (as determined by Ericsson in its discretion),
then, during any period of such lack of full capacity by Merrimac plus a
commercially reasonable period for transition and ramping up, Ericsson shall be
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and hereby is granted a nontransferable (but sublicensable for subcontractors
producing such products), exclusive, worldwide, royalty-free license and right
to make (or have made) and sell the additional quantities of RF Products For
Ericsson in order to fulfill Ericsson's needs in a reasonable manner using any
and all intangible rights and intellectual property, books, records of Merrimac
relating to any Products For Ericsson and consulting such Merrimac employees and
agents, as Ericsson may reasonably request to enable Ericsson (and its
subcontractors) to do what Merrimac was unable to do. Merrimac and Ericsson
shall meet and confer with the goal of developing schedules and protocols for
this design, development and production process, which documentation when
executed by both such parties shall supplement and become part of this
agreement.
v. To the extent that Merrimac receives or uses any Ericsson intellectual
property (as defined below) pursuant to this letter agreement, including in or
with respect to any RF Products For Ericsson, Merrimac shall not be entitled to
license or otherwise permit or suffer the use, transfer or disposition of any of
such Ericsson intellectual property, including without limitation by licensing
or permitting a third person to produce or sell products using or involving any
of such Ericsson intellectual property. To the extent that Ericsson receives or
uses any Merrimac intellectual property pursuant to this letter agreement
(exclusive of the license for Ericsson to under Section 1(a)(iv) above),
Ericsson shall not be entitled to license or otherwise permit or suffer the use
of such Merrimac intellectual property, except pursuant to Section 1(a)(iv),
including by licensing or permitting a third person to produce or sell products
using or involving any of such Merrimac intellectual property (besides pursuant
to Section- 1(a)(iv).) To the extent that the collaboration of Ericsson and
Merrimac under this letter agreement results in the creation of new intellectual
property that was not legally derivative of the foregoing Ericsson or Merrimac
intellectual property, then such new intellectual property shall be jointly
owned by Ericsson and Merrimac, and neither Ericsson nor Merrimac may license or
otherwise permit or suffer the use, transfer or disposition of any such joint
intellectual property without the prior written consent of such other co-owner,
including regarding the joint sharing of appropriate compensation. In the
previous sentence intellectual property is deemed "legally derivative" if the
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use of the intellectual property at issue resulting from the collaboration could
be legally prevented or legally punished by the collaborator/owner, if such use
of the intellectual property at issue had arisen without the consent and
collaboration of the owner. Thus, (without limiting the generality of the
foregoing), for example, if the owner-collaborator of the original intellectual
property could have sued successfully for infringement for the use of the
intellectual property at issue (assuming that the collaborators acted without
its consent), then that intellectual property at issue shall be deemed legally
derivative. From time to time, Merrimac and Ericsson may (but shall not be
obligated to) add additional products as Products For Ericsson under this
Agreement by written supplements to this letter duly executed by each party. In
addition, during the term of this letter agreement, any Products For Ericsson
(or other subsequent similar or related products designed and produced by
Merrimac for or in cooperation with Ericsson that later become Products For
Ericsson) shall be available, used, marketed and sold exclusively for Ericsson,
unless otherwise authorized in writing by Ericsson in its discretion. All
intellectual property, including know-how, contributed by or on behalf of
Ericsson or by Merrimac, respectively, shall remain the sole and exclusive
property of Ericsson or Merrimac, respectively, and shall be maintained in
strict confidence by the other party without any other use of the same by the
other party (or any affiliate, agent or subcontractor of such other party),
except in accordance with this letter, and without any disclosure by or through
such other party (or any affiliate, agent or subcontractor of such other party),
except as permitted in writing by Ericsson or Merrimac, respectively, in its
discretion as the owner of such original intellectual property or as required by
a valid order issued by a court or government agency (provided the disclosing
party provides the other party notice of such obligation and the opportunity to
oppose such disclosure. Each party may label or otherwise designate documents,
emails, studies, drawings, software and other matter as confidential, in which
case that material shall be treated as confidential unless and until (i)-the
same becomes public record matter through no breach of any confidentiality
obligation under this letter agreement or (ii) the same is proven by evidence to
have been developed by or for the other party without use of any information
that should be treated as confidential pursuant to the terms hereof. In
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addition, any party may offer to disclose more sensitive confidential material
and request a more formal confidentiality agreement, in which case when executed
by the parties, such supplemental confidentiality agreements shall become part
of this letter agreement. As used throughout this letter agreement,
"intellectual property" includes all present and future patents, trademarks,
service marks, copyrights, mask works, domain names, trade secrets, know how,
and other proprietary rights of every kind either entitled to protection under
any applicable law or by reason of confidentiality agreements referenced
hereunder, together with all applications at any time for any such intellectual
property filed with any governmental authority any where in the world.
(b) Merrimac shall also exclusively design, develop and produce for
Ericsson Multi-Mix(TM) products (and similar Multi-Mix(TM) type products if
developed or acquired by Merrimac during the term of this letter agreement and
designated by Ericsson hereafter as "Products For Ericsson") which are intended
for any Bluetooth transceiver applications (collectively called "Bluetooth
Products For Ericsson" and are part of the "Products For Ericsson" defined
herein), on the following basis:
i. During the Exclusivity Period, Merrimac shall not directly or
indirectly: design, develop or manufacture for, sell to, or otherwise assist any
third person in designing, developing or manufacturing any Bluetooth Products
For Ericsson. If Merrimac is unclear about who and what competes with the
applicable Ericsson products for the purposes of this agreement from time to
time, Merrimac may send Ericsson a written inquiry asking whether a particular
Merrimac contemplated transaction would raise competitive concerns under the
definition of Products For Ericsson, in which case Ericsson shall respond on
that issue within a reasonable time.
ii. The Exclusivity Period may be extended by the parties on such terms and
with such consideration provided as may be mutually agreed in writing between
the parties, if any, in their discretion.
iii. These Bluetooth Products For Ericsson shall never be produced for or
sold to any company other than Ericsson at any time in the future, whether
before or after the Exclusivity Period in Paragraph (i) above, unless expressly
permitted by this letter agreement or otherwise authorized in writing by
Ericsson in its sole discretion.
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iv. Should Merrimac be unable to produce (or have produced for them) the
quantity or quality of Bluetooth Products For Ericsson that are forecast for
Ericsson's reasonable needs from time to time during each six months rolling
projections delivered by Ericsson to Merrimac (as determined by Ericsson in its
discretion), then, during any period of such lack of full capacity by Merrimac
plus a commercially reasonable period for transition and ramping up, Ericsson
shall be and hereby is granted a nontransferable (but sublicensable for
subcontractors producing such products), exclusive, worldwide, royalty-free
license and right to make (or have made) and sell the additional quantities of
Bluetooth Products For Ericsson in order to fulfill Ericsson's needs in a
reasonable manner using any and all intangible rights and intellectual property,
books, records of Merrimac relating to any Products For Ericsson, and consulting
such Merrimac employees and agents, as Ericsson may reasonably request to enable
Ericsson (and its subcontractors) to do what Merrimac was unable to do. Merrimac
and Ericsson shall meet and confer with the goal of developing schedules and
protocols for this design, development and production process, which
documentation when executed by both such parties shall supplement and become
part of this agreement.
v. To the extent that Merrimac receives or uses any Ericsson intellectual
property pursuant to this letter agreement, including in or with respect to any
BlueTooth Products For Ericsson, Merrimac shall not be entitled to license or
otherwise permit or suffer any use, transfer or disposition of any of such
Ericsson intellectual property, including without limitation by licensing or
permitting a third person to produce or sell products using or involving any of
such Ericsson intellectual property. To the extent that Ericsson receives or
uses any Merrimac intellectual property pursuant to this letter agreement
(exclusive of the license for Ericsson to under Section 1(b)(iv) above),
Ericsson shall not be entitled to license or otherwise permit or suffer the use,
transfer or disposition of any such Merrimac intellectual property, except
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pursuant to Section 1(b)(iv) above, including by licensing or permitting a third
person to produce or sell products using or involving any of such Merrimac
intellectual property (besides pursuant to Section 1(b)(iv).) To the extent that
the collaboration of Ericsson and Merrimac under this letter agreement results
in the creation of new intellectual property that was not legally derivative of
the foregoing Ericsson or Merrimac intellectual property, then such new
intellectual property shall be jointly owned by Ericsson and Merrimac, and
neither Ericsson nor Merrimac may license or otherwise permit or suffer any use,
transfer or disposition of any such joint intellectual property without the
prior written consent of such other co-owner, including regarding the joint
sharing of appropriate compensation. In the previous sentence intellectual
property is deemed"legally derivative" if the use of the intellectual property
at issue resulting from the collaboration could be legally prevented or legally
punished by the collaborator/owner, if such use of the intellectual property at
issue had arisen without the consent and collaboration of the owner. Thus,
(without limiting the generality of the foregoing), for example, if the
owner-collaborator of the original intellectual property could have sued
successfully for infringement for the use of the intellectual property at issue
(assuming that the collaborators acted without its consent), then that
intellectual property at issue shall be deemed legally derivative. From time to
time, Merrimac and Ericsson may (but shall not be obligated to) add additional
products as Products For Ericsson under this Agreement by written supplements to
this letter duly executed by each party. In addition, during the term of this
letter agreement, any Products For Ericsson (or other subsequent similar or
related products designed and produced by Merrimac for or in cooperation with
Ericsson that later become Products For Ericsson) shall be available, used,
marketed and sold exclusively for Ericsson, unless otherwise authorized in
writing by Ericsson in its discretion. All intellectual property, including
know-how, contributed by or on behalf of Ericsson or by Merrimac, respectively,
shall remain the sole and exclusive property of Ericsson or Merrimac,
respectively, and shall be maintained in strict confidence by the other party
without any other use of the same by the other party (or any affiliate, agent or
subcontractor of such other party), except in accordance with this letter, and
without any disclosure by or through such other party (or any affiliate, agent
or subcontractor of such other party), except as permitted in writing by
Ericsson or Merrimac, respectively, in its discretion as the owner of such
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original intellectual property or as required by a valid order issued by a court
or government agency (provided the disclosing party provides the other party
notice of such obligation and the opportunity to oppose such disclosure. Each
party may label or otherwise designate documents, emails, studies, drawings,
software and other matter as confidential, in which case that material shall be
treated as confidential unless and until (i) the same becomes public record
matter through no breach of any confidentiality obligation under this letter
agreement or (ii) the same is proven by evidence to have been developed by or
for the other party without use of any information that should be treated as
confidential pursuant to the terms hereof. In addition, any party may offer to
disclose more sensitive confidential material and request a more formal
confidentiality agreement, in which case when executed by the parties, such
supplemental confidentiality agreements shall become part of this letter
agreement.
(c) Ericsson shall at all times have comprehensive, reasonable access to
all books, records and information of or available to Merrimac that Ericsson may
reasonably request as reasonably necessary or desirable to determine all
relevant costs applicable to the performance of Merrimac's obligations under
this letter agreement, including those costs useful for forecasting, planning,
and predicting the design, development and production of Products For Ericsson.
Merrimac and Ericsson intend this information to enable both such parties to
make informed decisions regarding the pricing of Products For Ericsson. Any
right of Merrimac under this letter agreement to be entitled to be Ericsson's
priority supplier of any Product For Ericsson, is conditioned (among other
things) upon Merrimac's being ready, willing and able to sell such Product for
Ericsson at a price which is reasonable, both in terms of Merrimac's applicable
cost and the price at which Ericsson expects to sell its related products in
which such Merrimac Products For Ericsson are components.
(d) To the extent that Merrimac has the capacity to timely sell (at the
reasonable price required hereunder) such quantity and quality of Products For
Ericsson as Ericsson in its discretion may require from Merrimac, consistent
with such samples as Merrimac has supplied to Ericsson and such protocols and
schedules as the parties may develop hereunder, Merrimac shall be the priority
supplier for such Products For Ericsson in accordance with this letter
agreement. However, there shall be no minimum volume of purchases or
requirements for which Ericsson shall be obligated hereunder, and, at Ericsson's
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option, including without limitation because Ericsson then considers Merrimac's
pricing to be incompatible with Ericsson's price targets for Ericsson products
in which Products For Ericsson are components, Ericsson reserves the right to
shift to acquiring other third party components in place of Products For
Ericsson from Merrimac. Nothing in this letter agreement or otherwise shall
create any obligation by Ericsson (whether exclusive or nonexclusive) to
purchase any of its requirements for any other goods or services from Merrimac
(besides Products For Ericsson developed under and required by this letter
agreement), which Ericsson purchase decisions shall be solely at Ericsson's
discretion from time to time, and Ericsson may buy any such other goods or
services from any supplier that it chooses from time to time. Any purchases by
Ericsson from Merrimac of any goods or services shall be consummated on such
written purchase orders and forms (and containing such customary terms and
conditions) as Ericsson then customarily uses to purchase comparable goods or
services, which agreements shall supplement and become integrated with and into
this letter agreement.
(e) Merrimac shall provide Ericsson at all applicable times with guaranteed
priority access (e.g., dedicated seats) to proprietary On-Line Co-Design(TM),
which will enable Ericsson and Merrimac's Multi-Mix(TM) engineers (to the extent
desired by Ericsson or required of Merrimac) to co-design and work together over
the Internet. However, nothing in this letter shall be deemed to provide
Merrimac with any access or right to use any of the Ericsson intranets or other
internal systems or (except as provided in this letter agreement) any other
proprietary rights or intellectual property of Ericsson.
(f) Within a reasonable time after the initial scheduling and protocol
discussions referenced above, Merrimac shall provide Ericsson at all times
thereafter during the term of this letter agreement with a dedicated team of
qualified and sufficient Merrimac employees to accomplish the timely performance
of the obligations of Merrimac and goals of the parties stated in this letter
agreement, including on the following basis:
i. Merrimac shall provide Ericsson with dedicated and sufficient resources
in all relevant business aspects (e.g., sales, engineering, process, program
management); and
ii. Merrimac shall provide Ericsson with dedicated and sufficient
manufacturing cells.
(g) Within a reasonable time after the initial scheduling and protocol
discussions referenced above, Merrimac shall dedicate for Ericsson certain
priority rights (collectively called "Resource Priority") on the following
basis:
i. Ericsson shall receive first priority on all Multi-Mix(TM) resources of
Merrimac, and, Merrimac shall use reasonable efforts to provide sufficient
manufacturing capacity by Merrimac that is fully capable of matching such
Ericsson purchases of Products For Ericsson as Ericsson may elect to make under
this letter; and
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ii. Currently, Merrimac represents and warrants that as of the Closing it
has the sufficient production capacity of up to 750,000 Multi-Mix(TM) quad and
coupler type units per month. The next level of capacity to be provided by
Merrimac to Ericsson after the Closing for performance under this letter shall
be 750,000 Multi-Mix(TM) (quad and coupler type) units per week by the end of
the calendar year 2000. If necessitated by the level of production or
development of Products For Ericsson, Merrimac shall take all reasonable actions
to increase production capacity in its existing and other locations.
(h) Within a reasonable time after the Closing, at Ericsson's option at any
time for all Products For Ericsson, Ericsson shall also receive priority access
to Filtran Microcircuits' (which Merrimac represents to be a wholly owned
Merrimac subsidiary) proprietary technology and manufacturing capabilities at no
less than its current performance capabilities, including:
i. Circuit techniques
ii. Thick metal backed circuits
iii. Sputtered blind vias
iv. Gold plating on aluminum; and
v. Laser machining
(i) Within a reasonable time after the Closing, Ericsson shall also receive
priority on assembly resources in Merrimac Costa Rica (wholly owned Merrimac
subsidiary) at no less than its reasonable current potential .
2. Purchase of Shares.
(a) In consideration of the agreements set forth herein and as a condition
of the parties entering into the arrangements set forth in Section 1, Merrimac
shall sell to EHI on the Closing Date, and EHI shall purchase from Merrimac, the
Shares, representing approximately 17.5% of Merrimac's outstanding common stock
at the Closing after giving effect to the sale of the Shares to Ericsson. At the
Closing, Merrimac shall deliver to EHI a stock certificate representing all of
the Shares, and EHI will deliver to Merrimac $3,375,000 in cash by wire transfer
of immediately available funds to an account designated by Merrimac two business
days prior to the Closing.
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(b) The "Closing Date" shall be the date of this letter, or such other date
as mutually agreed to by the parties. The Closing shall be held at the offices
of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00
a.m. on the Closing Date.
(c) Except as required by applicable law, regulation or stock exchange
requirement, any and all press releases and other public announcements by
Merrimac regarding this agreement and any transaction referenced in this letter
shall be approved in advance by EHI, which approval shall not be unreasonably
withheld.
3. Representations, Warranties and Covenants.
(a) No Liens, Etc. Merrimac represents and warrants that on the Closing
Date (i) it will deliver to EHI good and valid title to the Shares constituting
at least 17.4% of the issued and outstanding shares (including these EHI shares)
and outstanding options, warrants, convertible securities and other rights to
acquire Merrimac common stock, free and clear of any liens, pledges,
encumbrances, charges or security interests of any kind; and (ii) nothing in
this agreement shall violate or contravene any contract, obligation, charter
document or order of any court or governmental authority by which Merrimac is
bound or a party.
(b) Securities Law Compliance. EHI has been advised that the Shares have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and, therefore, cannot be resold
unless they are registered under the Securities Act and applicable state
securities laws or unless an exemption from such registration requirements is
available. Except as provided in the Registration Rights Agreement, EHI is aware
that Merrimac is under no obligation to effect any such registration with
respect to the Shares, or to file for or comply with any exemption from
registration. EHI is purchasing the Shares for its own account for investment,
not as a nominee or agent, and not with a view to, or for sale or resale in
connection with, any public distribution thereof. EHI has such knowledge and
experience in financial and business matters that EHI is capable of evaluating
the merits and risks of such investment, is able to incur a complete loss of
such investment and is able to bear the economic risk of such investment for an
indefinite period of time. EHI is an accredited investor as such term is defined
in Rule 501 of Regulation D under the Securities Act.
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(c) Restricted Securities. EHI understands that the Shares are
characterized as "restricted securities" under the Securities Act inasmuch as
they are being acquired from Merrimac in a transaction not involving a public
offering and that under the Securities Act and applicable regulations thereunder
such securities may be resold without registration under the Securities Act only
in certain limited circumstances. EHI is familiar with Rule 144 of the
Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act.
(d) Access to Information; Known Information. EHI acknowledges that
Merrimac has given EHI access to the facilities, personnel, books, corporate
records and accounts of Merrimac and its subsidiaries and to all information in
their possession relating to Merrimac and its subsidiaries as EHI has deemed
necessary and appropriate in order for EHI to investigate to its satisfaction
the business and properties of Merrimac and its subsidiaries sufficiently to
make an informed investment decision to purchase the Shares and to enter into
this Agreement. EHI agrees to accept the Shares based upon its own
investigation, examination and determination with respect thereto as to all
matters and without reliance upon any express or implied representations or
warranties of any nature made by or on behalf of or imputed to Merrimac, except
as expressly set forth or incorporated by reference in this agreement.
4. Board Observation Rights.
As a major shareholder of Merrimac and so long as EHI holds at least
250,000 shares of Merrimac common stock, EHI will have the right to appoint a
representative who will be invited to attend Merrimac Board of Directors
meetings in an observer role. Such observation rights shall be limited in
connection with the Board's consideration in matters pertaining to competitors
of EHI or in respect of which EHI may be an interested party.
5. Further Assurances.
From time to time, each of the parties hereto will duly execute,
acknowledge and deliver such further instruments, documents, certificates,
agreements and other writings and perform such further acts consistent with this
agreement as may be reasonably requested by the other party to more effectively
carry out the intent of this agreement.
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6. Expenses.
Each party shall be responsible for its own costs and expenses in
connection with the consummation of the transactions contemplated hereby,
including any broker's or finder's fee due as a result of each party's
respective undertakings.
7. Board Approval and other Corporate Action.
Each of Merrimac, EHI and Ericsson has obtained the required authorization
of its respective Board of Directors, and Merrimac has amended its Rights
Agreement dated as of March 9, 1999, as amended, to account for the sale of the
Shares to EHI. When so authorized as evidenced by the execution by the
authorized officers, each party represents that this agreement shall be a valid
and binding obligation of such party that is enforceable in accordance with its
express terms.
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8. Entire Agreement; Binding Effect; Governing Law.
(a) This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned or delegated (whether by
operation of law of otherwise) by any of the parties hereto without the prior
written consent of the other party. Neither Ericsson's nor EHI's affiliates,
respectively, are benefited nor obligated by this letter agreement.
(b) This Agreement (i) contains or incorporates by reference the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior agreement or understanding, oral and written, between them
respecting the subject matter of this Agreement and the incorporated agreement,
(ii) requires that any waivers must be in writing to be effective, and
(iii) shall be governed by and interpreted in accordance with the laws of the
State of New York (without giving effect to principles of conflicts of laws).
There are no third party beneficiaries to this agreement.
(c) In the event of any dispute, the prevailing party in any legal action
shall be entitled to recover its reasonable attorneys' fees and costs from the
other, nonprevailing party.
Please indicate your acceptance of the terms and conditions of this letter
Agreement by countersigning one copy of the letter and returning it to me at the
above address.
Sincerely yours,
MERRIMAC INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
Agreed and Accepted:
ERICSSON MICROELECTRONICS, A.B.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and General Manager
ERICSSON HOLDING INTERNATIONAL, B.V.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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