CONFIDENTIAL TREATMENT REQUESTED]*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED...
Exhibit 10.16
/*[CONFIDENTIAL TREATMENT REQUESTED]*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
This PAYMENT AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into
as of July 28, 2010 by and between /*[CONFIDENTIAL TREATMENT REQUESTED]*/, a California
corporation (“/*[CONFIDENTIAL TREATMENT REQUESTED]*/”), and SiGe Semiconductor, Inc., a
Delaware corporation (“Supplier”).
In consideration of the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Supplier and
/*[CONFIDENTIAL TREATMENT REQUESTED]*/ agree as follows:
1. Payment Schedule. Subject to the terms and conditions hereof, Supplier shall pay
/*[CONFIDENTIAL TREATMENT REQUESTED]*/ the fixed dollar amount set forth in table 1 of
Exhibit A (“Exhibit A”) for each unit of the Supplier products set forth in table 1 of Exhibit A
(“Products”) sold to customers of Supplier (“Customers”).
2. Reports; Invoices. Within fifteen (15) business days of the end of each month,
Supplier will provide /*[CONFIDENTIAL TREATMENT REQUESTED]*/ with a report specifying the actual
amount owed to /*[CONFIDENTIAL TREATMENT REQUESTED]*/ by Supplier hereunder (“Report”). Each
Report must indicate the number of units of Products, by part number, shipped to each end Customer
in the month just closed, including the purchase order number, invoice number, and Customer order
information where available. Supplier will supply documentation upon request to verify purchase
orders, invoices & acknowledgements for actual shipment of Products. /*[CONFIDENTIAL
TREATMENT REQUESTED]*/ may, at its own expense, audit the books and records of Supplier and
those in its supply chain, to the extent not prohibited by vendor agreements, in order to ascertain
that Reports are in accordance herewith. Upon receipt of the Report, /*[CONFIDENTIAL TREATMENT
REQUESTED]*/ will issue an invoice to Supplier (“ Invoice”). Terms for Invoices are net forty
five (45) days from invoice receipt and acceptance. All late payments shall be subject to a late
payment fee calculated at the rate of one and half percent (1.5%) per month or the maximum amount
allowable by law, whichever is less.
3. Termination. The initial term of this Agreement shall commence on the Effective Date
for a term ending on December 31 following the third anniversary of the date hereof, and shall be
renewed automatically for additional one (1) year periods, provided that no written notice is given
by one party to the other of its intent to terminate this Agreement thirty (30) days prior to the
expiration or any renewal thereof. No party in breach of this Agreement shall have the right to
terminate. This Agreement, including the dollar amount set forth in table 1 of Exhibit A, shall
continue to apply to all existing designs of Products. Either party may terminate this Agreement
based on the material breach of the other party, provided that the terminating party is not
themselves in breach and provided further that the party alleged to be in material breach receives
thirty (30) days written notice stating the cause and an additional thirty (30) days to cure.
4. Confidentiality. The terms and conditions of this Agreement, including its existence
and all information provided in connection with it (including reports, etc.), shall be treated as
Confidential Information under the relevant Nondisclosure Agreements between the parties and shall
not be disclosed to any third party without the consent of the other party. In the event that
either party is requested by any regulatory body (including, without limitation, any rule,
regulation or policy statement of any national securities exchange, market or automated quotation
system on which any of the parties’ securities are or shall be listed or quoted) or by legal
process to disclose any Confidential Information concerning this Agreement, such party (the
“Disclosing Party”) shall provide the other party (the “Non-Disclosing Party”) with prompt notice
and shall take all commercially reasonable actions to, (i) seek an appropriate
confidential treatment, protective order or other remedy, or (ii) resist or narrow the scope of
such request or legal process.
5. Notices. All notices and other communications among the parties shall be in writing and
shall be deemed to have been duly given when (a) delivered in person, or (b) five days after
posting in the United States mail having been sent registered or certified mail return receipt
requested, (c) delivered by FedEx or other nationally recognized overnight delivery service, or (d)
delivered by telecopy and promptly confirmed by delivery in person or post as aforesaid in each
case, with postage prepaid, addressed as follows:
If to /*[CONFIDENTIAL TREATMENT REQUESTED]*/, to:
/*[CONFIDENTIAL TREATMENT REQUESTED]*/
/*[CONFIDENTIAL TREATMENT REQUESTED]*/
/*[CONFIDENTIAL TREATMENT REQUESTED]*/
Attn: General Counsel
/*[CONFIDENTIAL TREATMENT REQUESTED]*/
/*[CONFIDENTIAL TREATMENT REQUESTED]*/
Attn: General Counsel
If to Supplier, to:
SiGe Semiconductor, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President and Chief Executive Officer
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President and Chief Executive Officer
/*[CONFIDENTIAL TREATMENT REQUESTED]*/ PROPRIETARY AND CONFIDENTIAL
6. Miscellaneous. This Agreement shall not be construed as creating a partnership, joint
venture, franchise, agency or other such relationship. The parties agree that this Agreement
represents a non-exclusive relationship and does not limit the ability of either party to
participate in other similar relationships with other third parties. This Agreement will be
interpreted under California law and the parties consent to the exclusive jurisdiction and venue of
the state and federal courts located in Orange County, California to adjudicate any and all
disputes arising under this Agreement. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation of any provision of
this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. This
Agreement constitutes the full and final understanding of the parties with respect to the subject
matter hereof. This Agreement merges and supersedes any and all other agreements and
representations, written or oral, relating to that subject matter. Any waiver of the requirements
in this Agreement must be in writing and should not in any way be deemed a waiver to enforce any
other requirements or provisions of this Agreement. Section 3 and 5 shall survive termination of
this Agreement. Unless the context of this Agreement otherwise requires, words of any gender
include each other gender; words using the singular or plural number also include the plural or
singular number, respectively; and the word “or” shall be disjunctive but not exclusive. The
language used in this Agreement shall be deemed to be the language chosen by the parties to express
their mutual intent and no rule of strict construction shall be applied against any party.
Whenever this Agreement refers to a number of days, such number shall refer to calendar days.
SiGe Semiconductor, Inc. | /*[CONFIDENTIAL TREATMENT REQUESTED]*/ | |||||||||
By:
|
/s/ Xxxxxx X. Xxxx | By: | /s/ Xxxxxx Xxxxxxxx | |||||||
Name:
|
Xxxxxx X. Xxxx | Name: | Xxxxxx Xxxxxxxx | |||||||
Title:
|
President and Chief Executive Officer | Title: | ||||||||
/*[CONFIDENTIAL TREATMENT REQUESTED]*/ PROPRIETARY AND CONFIDENTIAL
2
EXHIBIT A
Table 1
Supplier Products | Q310-Q213 | |
/*[CONFIDENTIAL TREATMENT
REQUESTED]*/
|
$/*[CONFIDENTIAL TREATMENT REQUESTED]*/ | |
/*[CONFIDENTIAL TREATMENT
REQUESTED]*/
|
$/*[CONFIDENTIAL TREATMENT REQUESTED]*/ | |
/*[CONFIDENTIAL TREATMENT
REQUESTED]*/
|
$/*[CONFIDENTIAL TREATMENT REQUESTED]*/ | |
/*[CONFIDENTIAL TREATMENT
REQUESTED]*/
|
$/*[CONFIDENTIAL TREATMENT REQUESTED]*/ |
/*[CONFIDENTIAL TREATMENT REQUESTED]*/ PROPRIETARY AND CONFIDENTIAL
3