EXHIBIT 10.13
Co-Development Agreement Between
Centillium Technology Corporation
And
Mitsubishi Electric Corporation
This Co-Development Agreement (this "Agreement") is effective as of October 15.
1997 (the "Effective Date") by and between Centillium Technology Corporation. a
California corporation, having its principal place of business at 00000 Xxxxxxxx
Xxxx, Xxxxxxx Xx 00000. United States of America ("Centillium"), and
Mitsubishi Electric Corporation. Communication Systems Business Division a
Japan corporation, having its principal place of business at 8-1-1. Tsukaguchi-
Honmachi, Amagasaki City, Hyogo 661. Japan ("Mitsubishi").
- WITNESSETH -
WHEREAS, Centillium has expertise in the area of telecommunications
integrated circuits, including those which utilize multilevel modulation
techniques to enable high speed communications over copper, also known as
Digital Subscriber Line (xDSL) Technology; and
WHEREAS, Mitsubishi has expertise in the area of telecommunications systems
and associated technologies; and
WHEREAS, the parties hereto believe that each will derive benefits from a
business relationship in which they will work cooperatively to use Centillium's
integrated circuit solution for the copper interface portion of transmission
systems (the "CopperBullet") to develop Line Cards that can plug into
Mitsubishi's xDSL ATM Access System ("System"); and
WHEREAS, Centillium will be in a position to provide Mitsubishi with Line
Card design support and testing in exchange for Non Recurring Engineering (NRE)
payments; and
WHEREAS the parties hereto wish to set forth in this Agreement the
guidelines of their cooperation.
NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto agree as follows:
1. General Description of responsibility:
It is contemplated by this agreement that Centillium and Mitsubishi will
cooperate in the development of a DSL line card for Mitsubishi's System. The
following roles are defined to better manage the product development
A.) Project Leader and System Integrator: Mitsubishi assumes the role of the
primary project leadership. Once the development of the Line Card is
completed, Mitsubishi will have the sole responsibility to integrate the
Line Card functionality with the functionality of the rest of the System.
B.) Line Card Development Support: Centillium will provide design services and
support for the development of the xDSL Line Card.
C) CPE modem Design: Centillium shall develop the Customer Premise Equipment
(CPE) for the purpose of prototype testing of the Line Cards. At the
conclusion of the development phase. Centillium shall provide Mitsubishi
its CPE reference design documents. Mitsubishi and its subsidiaries shall
be granted a non-exclusive right to manufacture and sell the CPE modems
containing Centillium's CopperBullet Device.
2. A) Milestones:
For the purpose of the management of the project, a number of milestones
are listed in Attachment A. The completed result of each milestone should
be shared between both parties in a timely manner
B) deliverables:
The following list specifies the deliverables for this project. The parties
recognize that the performance of each side may be impacted by the timely
delivery of the other party's respective deliverables.
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Deliverable Item Responsible Due Date
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1 Line Card detail Specification Mitsubishi 11/28/97
Document
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2 Final Line Card detail specification Mitsubishi 2/1/98
Doc.
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3 Paper copy and Netlist file of the Centillium 2/19/98
circuit Design Schemetic including,
Protection design. Splitter (filter)
design. CB Interface design to
MicroController, and transmit driver
design.
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4 Paper copy of Mitsubishi's part of the Mitsubishi 2/6/98
Line Card schemetic which should
include all of the functions not
covered by Centillium's schematic,
including power. Microcontroller
circuit, backplane interface, etc.
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5 Copper Bullet Pin Assignment Centillium 2/2/98
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6 Paper copy of the Combined schematics Mitsubishi 3/5/98
from Items 3 and 4 above
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7 Design Review Mitsubishi and 3/9/98
Centillium
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8 Schematic Approval Mitsubishi & 3/16/98
Centillium
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9 Component placement and signal routing Centillium 3/16/98
guidelines
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10 Five Dummy Packages of CopperBullet Centillium 4/30/98
which includes Centillium logo but it
does not contain any silicon die.
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11 Twenty (20) CopperBullet engineering Centillium 6/15/98
samples delivery
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12 Release 1 of CopperBullet SW Centillium 7/1/98
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13 Written report of testing Release 1 Mitsubishi 8/3/98
CopperBullet
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14 Release 2 of CopperBullet SW Centillium 8/4/98
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15 Written Report of testing Release 2 Mitsubishi 9/9/98
CopperBullet
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16 Final Release of CopperBullet SW Centillium 9/15/98
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17 Modem Design architecture and Centillium & 2/13/98
functionality Approval Mitsubishi
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18 Functional 2 Modems delivery Centillium 7/1/98
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19 Functional 3 Modems delivery Centillium 7/31/98
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3. NRE Payment:
Mitsubishi shall pay to Centillium a net NRE payment of $500.000 in
consideration of engineering services. This payment is non refundable and
shall be made according to the following schedule.
A. $150,000 U.S. Dollars within 60 days of the signing of this
Agreement
B. $250,000 U.S. Dollars within 60 days from successful completion
of Schematic Approval as specified in Section 2B. Deliverable number 8
This approval shall not be unreasonably withheld.
C. $100,000 U.S. Dollars within 60 days after the delivery of the
CPE modem specified as Deliverable "Functional Modem Delivery" in
Section 2B Deliverable number 19
4. Manufacturing:
A.) Line Cards: Mitsubishi shall have the sole responsibility for the
manufacturing of the Line Cards.
B.) CPE Modem: Centillium shall manufacture a quantity of five (5)
CPE modems for use by Mitsubishi. A limited additional number of
modems may be purchased by Mitsubishi from Centillium.
5. Technology, Ownership and Licenses
(a) Nothing herein will be constructed as an express or implied
license (under patents or otherwise) of any kind unless otherwise
specified in this agreement.
(b) Any information disclosed by Mitsubishi to Centillium under this
Agreement with respect to direct support of the DSL Line Cards (i.e.
with respect to characterization and performance of the DSL Line Cards)
may be freely used by Centillium for the purpose of implementation of
design and implementation of manufacturing and supporting its DSL
solutions sold to Centillium's customers, and other substantially
similar activities the restrictions with regard to Confidential
Information set forth in Section 6 hereof will not apply to the
specific information set forth above but will apply to all other
Mitsubishi information.
(c) Mitsubishi and its subsidiaries shall have the right to use,
copy, modify all design documents of the Line Card to be provided under
this Agreement for the purpose of developing, manufacturing or having a
third party manufacture the Line Cards.
(d) Mitsubishi and its subsidiaries shall have the right to use, copy
the CopperBullet Device Driver software as long as it is used in
combination with CopperBullet Device.
6. Confidential Information and Non-Disclosure
Any technical information and other business information disclosed
hereunder by either party hereto to the other will be held in strict confidence
by the receiving party from the date of disclosure until three years after the
date this agreement expires or terminates, using the same degree of care as the
receiving party uses for its own information of a similar kind, and will not be
transferred or divulged to any third-party or any employee who does not have the
requisite need to know.
a) For purposes of interpreting this Agreement, employees of Mitsubishi's
affiliates, divisions or subsidiaries do not have the requisite need to
know to obtain access to Centillium Confidential Information disclosed to
Mitsubishi hereunder. Such confidentiality obligation will not apply to
portions of such technical information and other business information, if
any, (a) which were previously known to the other party hereto free of any
confidentiality obligation, (b) which are or become known to the public,
provided that such public knowledge is not attributable to a breach of this
Agreement by the other party hereto, (c) which the furnishing party,
explicitly agrees in writing need not be kept confidential (either in this
Agreement or separately), (d) which are received by the other party hereto
rightfully from a third-party without a restriction on disclosure.
b) Further, Centillium agrees not to disclose to any other party any of the
specifics of Mitsubishi's system testing and results that might
specifically indicate a problem related to such System. However, if the
CopperBullet are modified by Centillium to remedy a system problem,
Centillium may disclose such test information as may be necessary to
support such modified CopperBullet, to the extent that such disclosure
coincides with the availability of the modified CopperBullet.
c) Certain employees of Mitsubishi who are temporarily assigned to Mitsubishi
Wireless Communications in Duluth, Ga. USA. but are responsible for this
project, and employees of Mitsubishi's affiliates, with the exception of
Mitsubishi Electric Corporation semiconductor groups, who are directly
involved in the design of the Mitsubishi System are deemed to have the need
to know
7 Marketing
A) Centillium agrees that Mitsubishi may disclose to the public their use of
Centillium Technology DSL solution at the Supercom show in or about June of
1998
B) Centillium shall provide reasonable amount of marketing support to
Mitsubishi at the Supercom 98 show to help with Centillium's DSL technology
explanation. This support shall be in the form of attending limited
meetings with Mitsubishi's customers at Mitsubishi's booth.
8. Governing Law
The construction, interpretation and performance of this Agreement will be
governed by the laws of the State of California without reference to its
conflict of laws and principals. The United Nations Convention on Contracts for
the International Sale of Goods will not apply to the sale of CopperBullet
hereunder.
9. Resolution of Disputes
All disputes, controversies or differences which may arise between the
parties hereto, out of or in relation to or in connection with this Agreement.
whether during or after its term shall be finally resolved by arbitration in
accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce on the basis of the provisions of Section 8 herein. The
arbitration shall be held (a) in Tokyo, Japan in case of an arbitration claim
filed by Centillium and (b) in Fremont California, USA in case of an arbitration
claim filed by Mitsubishi. The arbitration panel shall consist of three (3)
arbitrators appointed in accordance with the said Rules. All arbitration
proceedings shall be conducted in English language.
10. Entire Agreement
This Agreement sets forth the entire agreement and understanding between
the parties hereto with respect to its subject matter. It merges all discussions
between them and voids and replaces each and every, other agreement or
understanding which may heretofore have existed between Centillium and
Mitsubishi regarding such subject matter. Notwithstanding the foregoing, the
Nondisclosure Agreement between the parties hereto, dated June, 1997, as
amended, will be deemed incorporated herein by reference, provided that each
party, hereto will be permitted to use any information disclosed thereunder to
the extent permitted in this Agreement.
11. Publicity
Neither parry hereto will disclose the existence or content of this
Agreement without the other's prior written consent, which will not be
unreasonably withheld. Each party will submit to the other all proposed
publicity material relating to the disclosure of this Agreement or the
relationship of the parties hereto.
IN WITNESS WHEREOF, each of Centillium Technology Corporation and
Mitsubishi Electric Corporation have executed this Agreement in duplicate
originals, by their respective officers hereunto duly authorize, the day and
year first above written.
Centillium Technology Corporation Mitsubishi Electric Corporation
--------------------------------- -------------------------------
By /s/ Xxxxx Xxxxxx, VP Planning By /s/ Xxxxxxxx Xxxxxxxx
----------------------------- ----------------------
Xxxxx Xxxxxx, VP Planning Xxxxxxxx Xxxxxxxx, General Manager
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Date: Nov, 10, 1997 Date Nov, 7, 1997
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[IMPLEMENTATION CHART APPEARS HERE SETTING FORTH VARIOUS TASKS
AND TARGET START AND COMPLETION DATES FOR SAID TASKS]
ID Task Name Durat Start Finish
1 Preliminary Line Card Specs 20d Mon 11/3/97 Fri 11/28/97
2 Modem Design Architecter 10d Mon 2/2/98 Fri 2/13/98
3 LC Schematic Capture/Design 72d Mon 12/1/97 Tue 3/10/98
4 Centellium Schematic/Design 55d Mon 12/1/97 Fri 2/13/98
5 Protection Design 10d Mon 12/1/97 Fri 12/12/97
6 Splitter (Filler) Design 15d Mon 12/15/97 Fri 1/2/98
7 Copper Bullet Interface Design 12d Mon 1/5/98 Tue 1/20/98
8 Transmit Driver Design 12d Wed 1/21/98 Thu 2/5/98
9 Final Version of Line Card Specs 1d Fri 1/30/98 Sun 2/1/98
10 Internal Design Review 2d Mon 2/2/98 Tue 2/3/98
11 Possible Schematic Changes 5d Wed 2/4/98 Tue 2/10/98
12 [Illegible] Schematics to Melco 3d Wed 2/11/98 Fri 2/13/98
13 Melco Schematic Design 72d Mon 12/1/97 Tue 3/10/98
14 Best of the Line Card Design 50d Mon 12/1/97 Fri 2/6/98
15 Copper Bullet Assignment [Illegible] 1d Mon 2/2/98 Mon 2/2/98
16 Continuing [Illegible] Schematics 10d Mon 2/16/98 Fri 2/27/98
17 Design Review 2d Mon 3/2/98 Tue 3/3/98
18 Possible Schematic Changes 5d Wed 3/4/98 Tue 3/10/98
19 Mechanical Reference Drawing 20d Tue 1/20/98 Mon 2/16/98
20 Layout 24d Wed 3/11/98 Mon 4/13/98
21 [Illegible] Placement 7d Wed 3/11/98 Mon 3/19/98
22 [Illegible] Routing 15d Fri 3/20/98 Mon 4/9/98
[IMPLEMENTATION CHART APPEARS HERE SETTING FORTH ADDITIONAL TASKS
AND TARGET START AND COMPLETION DATES FOR SAID TASKS]
ID Task Name Durat Start Finish
23 Layout Design Review 2d Fri 4/10/98 Mon 4/13/98
24 Fabrication and Assembly of the LC 30d Tue 4/14/98 Mon 5/25/98
25 Melco's Supercom Demo System 1d Fri 6/5/98 Fri 6/5/98
26 Unit Test without Copper Bullet 40d Tue 4/14/98 Mon 6/8/98
27 Unit Test Specs 10d Tue 4/14/98 Mon 4/27/98
28 Unit Test Results 10d Tue 5/26/98 Mon 6/8/98
29 Copper Bullet Foundry to Melco 1d Mon 6/15/98 Mon 6/16/98
30 Modem Schematic/Design 1d Mon 4/6/98 Mon 4/6/98
31 Modem Layout/Assembly CAD 1 1d Fri 5/15/98 Fri 5/15/98
32 Two Modem Done/Ready for Melco 1d Wed 7/1/98 Wed 7/1/98
33 Three more Modem Ready for Melco 1d Fri 7/31/98 Fri 7/31/98
34 Prototype Phase (Line Card) 23d Mon 6/1/98 Wed 7/1/98
35 Test Evaluation of Release 1 SW 22d Mon 6/1/98 Tue 6/30/98
36 Release 1 SW to Melco 1d Wed 7/1/98 Wed 7/1/98
37 Pre-Production Phase (Line Card) 32d Mon 8/3/98 Tue 9/15/98
38 Melco's Feedback on RLS 1 SW 1d Mon 8/3/98 Mon 8/3/98
39 Release 2 SW to Melco 1d Tue 8/4/98 Tue 8/4/98
40 End to End System Test (LC & Modem) 25d Wed 8/5/98 Tues 9/8/98
41 Melco's Feedbacks on RLS 2 SW 1d Wed 9/9/98 Wed 9/9/98
42 Final SW Release to Melco 1d Tue 9/15/98 Tue 9/15/98
