-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SL0J2brEWffAm6xAtJRmZeUHoAhWkfePrEOQr3KgLLOu2GCn/92K9+GWyx/jvIST /1TiY+sOWYVgQZNbOinSXQ== 0001017062-00-002541.txt : 20001225 0001017062-00-002541.hdr.sgml : 20001225 ACCESSION NUMBER: 0001017062-00-002541 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MULTILINK TECHNOLOGY CORP CENTRAL INDEX KEY: 0001114068 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 954522566 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-47376 FILM NUMBER: 793960 BUSINESS ADDRESS: STREET 1: 300 ATRIUM DR STREET 2: 2ND FLR CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 7325373700 MAIL ADDRESS: STREET 1: 300 ATRIUM DR CITY: SOMERSET STATE: NJ ZIP: 08873 S-1/A 1 0001.txt FORM S-1 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on December 22, 2000 Registration No. 333-47376 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- MULTILINK TECHNOLOGY CORPORATION (Name of issuer in its charter) ----------- California 3674 95-4522566 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number)
300 Atrium Drive, 2nd Floor Somerset, New Jersey 08873 (732) 537-3700 (Address and telephone number of principal executive offices and principal place of business) Richard N. Nottenburg President and Chief Executive Officer 300 Atrium Drive, 2nd Floor Somerset, New Jersey 08873 (732) 537-3700 (Name, address and telephone number of agent for service) ----------- Copies of all communications to be sent to: Mark J. Kelson, Esq. William J. Whelan III, Esq. Allen Matkins Leck Gamble & Mallory LLP Cravath, Swaine & Moore 1901 Avenue of the Stars, Suite 1800 Worldwide Plaza Los Angeles, California 90067 825 Eighth Avenue (310) 788-2400 New York, New York 10019 (212) 474-1000
----------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Proposed Maximum Title of Each Class of Aggregate Offering Amount of Securities to be Registered Price(1) Registration Fee(2) - ------------------------------------------------------------------------------ Class A Common Stock, $0.0001 par value................................. $150,000,000 $39,600 - ------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE The sole purpose of this Amendment is to file certain exhibits to the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note and Part II of the Registration Statement. The Prospectus and Financial Statements are unchanged and have been omitted. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of the securities being registered. All amounts are estimates except the Securities and Exchange Commission registration fee, the NASD filing fee and The Nasdaq National Market listing fee. Securities and Exchange Commission registration fee................. $39,600 NASD filing fee..................................................... 15,500 Nasdaq National Market filing fee................................... * Printing costs...................................................... * Legal fees and expenses............................................. * Accounting fees and expenses........................................ * Transfer Agent and Registrar Fees................................... * Miscellaneous ...................................................... * ------- Total............................................................. $ * =======
- --------------------- * To be filed by amendment Item 14. Indemnification of Directors and Officers. Our articles of incorporation limit the personal liability of our directors for monetary damages to the fullest extent permitted by the California General Corporation Law. Under the California General Corporation Law, a director's liability to a company or its shareholders may not be limited with respect to the following items: (1) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (2) acts or omissions that a director believes to be contrary to the best interests of the company or its shareholders or that involve the absence of good faith on the part of the director, (3) any transaction from which a director derived an improper personal benefit, (4) acts or omissions that show a reckless disregard for the director's duty to the company or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of a serious injury to the company or its shareholders, (5) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the company or its shareholders, (6) contracts or transactions between the company and a director within the scope of Section 310 of the California General Corporation Law or (7) improper dividends, loans and guarantees under Section 316 of the California General Corporation Law. The limitation of liability does not affect the availability of injunctions and other equitable remedies available to our shareholders for any violation by a director of the director's fiduciary duty to us or our shareholders. Our articles of incorporation also include an authorization for Multilink to indemnify its "agents," as defined in Section 317 of the California General Corporation Law, through bylaw provisions, by agreement or otherwise, to the fullest extent permitted by law. Pursuant to this provision, our bylaws provide for indemnification of our directors, officers and employees. In addition, we may, at our discretion, provide indemnification to persons whom we are not obligated to indemnify. II-1 Our bylaws also allow us to enter into indemnity agreements with individual directors, officers, employees and other agents. We have entered into these indemnity agreements with all of our directors and executive officers. These agreements provide the maximum indemnification permitted by law. These agreements, together with our bylaws and articles of incorporation, may require us, among other things, to (1) indemnify our directors or executive officers, other than for liability resulting from willful misconduct of a culpable nature, (2) advance expenses to them as they are incurred, provided that they undertake to repay the amount advanced if it is ultimately determined by a court that they are not entitled to indemnification, and (3) obtain directors' and officers' insurance if available on reasonable terms. Section 317 of the California General Corporation Law and our bylaws make provision for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended. With the approval of our board of directors, we intend to obtain directors' and officers' liability insurance prior to the effectiveness of this offering. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. Moreover, we are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification. We believe that the foregoing indemnification provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. The Underwriting Agreement (the form of which is filed as Exhibit 1.1 hereto) provides for indemnification by our underwriters and by for certain liabilities arising under the Securities Act or otherwise. Item 15. Recent Sales of Unregistered Securities. Each share of our Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder, and will automatically convert upon transfer, except to certain permitted transferees as described in our articles of incorporation. Following is a description of all securities that the registrant has issued within the past three years without registering the securities under the Securities Act (adjusted for a 200-for-1 stock split in March 1999 and a 10-for-1 stock split in June 2000): . In June 1999, we sold an aggregate of 1,670,000 shares of Series A convertible preferred stock (which convert into 16,700,000 shares of Class A common stock) to Brentwood Venture Capital, and certain of its affiliates, for aggregate cash consideration of $15,030,000 (or $.90 per share of Class A common stock). . In June 1999, we issued a warrant to purchase 166,670 shares of Class A common stock at an exercise price of $.30 per share to a private investor as a fee in connection with the Series A preferred stock sale. . In June 1999, we issued a warrant to purchase 350,000 shares of Class A common stock at an exercise price of $.30 to our law firm. . In September 1999, we sold an aggregate of 41,640 shares of Series A convertible preferred stock (which convert into 416,400 shares of Class A common stock) to certain private investors for aggregate cash consideration of $374,760 (or $.90 per share of Class A common stock). . In October 1999, we issued a warrant to Imperial Bank to purchase 163,640 shares of Class A common stock at an exercise price of $.55 per share. . In February 2000, we issued a warrant to a partner in our law firm to purchase 100,000 shares of Class A common stock at an exercise price of $1.35 per share. II-2 . Between March 2000 and May 2000, we sold an aggregate of 1,000,000 shares of Series B convertible preferred stock (which convert into 10,000,000 shares of Class A common stock) to certain private investors for aggregate cash consideration of $40,000,000 (or $4.00 per share of Class A common stock). . In May 2000, we issued a warrant to purchase 250,000 shares of Series B convertible preferred stock (which convert into 2,500,000 shares of Class A common stock) to a strategic partner at an exercise price of $40 per share (or $4.00 per share of Class A common stock) in connection with a technology development arrangement. . In May 2000, we issued warrants to purchase an aggregate of 250,000 shares of Series B convertible preferred stock (which convert into 2,500,000 shares of Class A common stock) to our Series A preferred shareholders at an exercise price of $40 per share (or $4.00 per share of Class A common stock) pursuant to the terms of an investors' rights agreement. . In August 2000, we issued warrants to purchase an aggregate of 33,406 shares of Class A common stock to 3 vendors at an exercise price of $4.00 per share. . From July 1998 through September 30, 2000, we granted stock options to purchase an aggregate of 33,378,450 shares of Class A common stock to employees and consultants with aggregate exercise prices ranging from $0.008 to $3.90 per share pursuant to our stock option plans. As of September 30, 2000, no shares of Class A common stock have been issued upon exercise of options. No underwriters were used in connection with these sales and issuances above. We relied upon Section 4(2) of the Securities Act in each of the private placement transactions listed above. We determined, based on information received from the investors, including questionnaires and representations contained in the purchase agreements, that each investor was either an accredited investor or had such knowledge and experience in financial matters such that he or she was capable of evaluating the merits and risks of the investments. All recipients either received adequate information about us or had access, through employment or other relationships, to such information. The recipients of securities in each transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits.
Number Description ------ ----------- 1.1* Form of Underwriting Agreement 3.1** Amended and Restated Articles of Incorporation of the Registrant, as amended 3.2** Amended and Restated Bylaws of the Registrant 4.1* Specimen Class A Common Stock certificate 5.1* Opinion of Allen Matkins Leck Gamble & Mallory LLP as to the legality of the shares being registered 9.1** Amended and Restated Voting Trust Agreement dated March 8, 1999 10.1** Form of Indemnification Agreement entered into by the Registrant and each of its directors and officers 10.2** 1998 Stock Option Plan, as amended 10.3** 1999 Stock Option Plan, as amended
II-3
Number Description ------ ----------- 10.4** 2000 Stock Incentive Plan 10.5* 2000 Employee Stock Purchase Plan 10.6** Amended and Restated Investors Rights Agreement, dated March 31, 2000, among the Registrant and the shareholders named therein, as amended 10.7** Lease dated March 10, 1999, between the Registrant and Spieker Properties, L.P., as amended 10.8** Facilities Use Agreement dated April 5, 1999, between the Registrant and TRW, Inc. 10.9** Sublease Agreement dated August 1999, between the Registrant and IMS Health Incorporated 10.10** Lease Agreement dated November 18, 1999, between the Registrant and First Industrial, L.P. 10.11** Master Lease Agreement dated September 14, 1999, between the Registrant and Imperial Bank Equipment Leasing, a Division of Imperial Bank 10.12+ Supply Agreement dated June 29, 1997, between the Registrant and TRW, Inc., as amended 10.13+ Semiconductor Development Agreement dated May 18, 2000, between the Registrant and International Business Machines Corporation 10.14+ Joint Development Agreement effective as of May 18, 2000, between the Registrant and International Business Machines 10.15+ Development Agreement dated September 1, 1999, by and between the Registrant and Tyco Submarine Systems Ltd. 10.16* Second Amendment to Lease dated October 12, 2000 between the Registrant and Spieker Properties, L.P. 21.1** Subsidiaries of the Registrant 23.1** Consent of Deloitte & Touche LLP, Independent Accountants 23.2* Consent of Allen Matkins Leck Gamble & Mallory LLP (contained in the opinion filed as Exhibit 5.1 hereto) 24.1** Power of Attorney (See Page II-6) 27.1** Financial Data Schedule
- --------------------- * To be filed by amendment ** Previously filed + Confidential treatment requested for portions of these exhibits (b) Financial Statement Schedules. All schedules are omitted because they are inapplicable or the requested information is shown in the consolidated financial statements of the registrant or related notes thereto. Item 17. Undertakings. The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such II-4 indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Somerset, State of New Jersey, on the 21st day of December 2000. MULTILINK TECHNOLOGY CORPORATION /s/ Richard N. Nottenburg By: _________________________________ Richard N. Nottenburg President and Chief Executive Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Richard N. Nottenburg and Eric M. Pillmore, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this registration statement, including any and all post-effective amendments thereto and any registration statement relating to the same offering as this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in- fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 21st day of December 2000.
Signature Title --------- ----- /s/ Richard N. Nottenburg President, Chief Executive Officer and ______________________________________ Director (Principal Executive Richard N. Nottenburg Officer) * Chief Financial Officer (Principal ______________________________________ Financial and Accounting Officer), Eric M. Pillmore Senior Vice President and Secretary * Executive Vice President and Director ______________________________________ Jens Albers * Director ______________________________________ G. Bradford Jones * Director ______________________________________ John Walecka * Director ______________________________________ Stephen Forrest /s/ Edward J. Zander Director ______________________________________ Edward J. Zander /s/ Richard N. Nottenburg * ____________________________________ Attorney-in-fact
II-6 EXHIBIT INDEX
Number Description ------ ----------- 1.1* Form of Underwriting Agreement 3.1** Amended and Restated Articles of Incorporation of the Registrant, as amended 3.2** Amended and Restated Bylaws of the Registrant 4.1* Specimen Class A Common Stock certificate 5.1* Opinion of Allen Matkins Leck Gamble & Mallory LLP as to the legality of the shares being registered 9.1** Amended and Restated Voting Trust Agreement dated March 8, 1999 10.1** Form of Indemnification Agreement entered into by the Registrant and each of its directors and officers 10.2** 1998 Stock Option Plan, as amended 10.3** 1999 Stock Option Plan, as amended 10.4** 2000 Stock Incentive Plan 10.5* 2000 Employee Stock Purchase Plan 10.6** Amended and Restated Investors Rights Agreement, dated March 31, 2000, among the Registrant and the shareholders named therein, as amended 10.7** Lease dated March 10, 1999, between the Registrant and Spieker Properties, L.P., as amended 10.8** Facilities Use Agreement dated April 5, 1999, between the Registrant and TRW, Inc. 10.9** Sublease Agreement dated August 1999, between the Registrant and IMS Health Incorporated 10.10** Lease Agreement dated November 18, 1999, between the Registrant and First Industrial, L.P. 10.11** Master Lease Agreement dated September 14, 1999, between the Registrant and Imperial Bank Equipment Leasing, a Division of Imperial Bank 10.12+ Supply Agreement dated June 29, 1997, between the Registrant and TRW, Inc., as amended 10.13+ Semiconductor Development Agreement dated May 18, 2000, between the Registrant and International Business Machines Corporation 10.14+ Joint Development Agreement effective as of May 18, 2000, between the Registrant and International Business Machines 10.15+ Development Agreement dated September 1, 1999, by and between the Registrant and Tyco Submarine Systems Ltd. 10.16* Second Amendment to Lease dated October 12, 2000 by and between the Registrant and Spieker Properties L.P 21.1** Subsidiaries of the Registrant 23.1** Consent of Deloitte & Touche LLP, Independent Accountants 23.2* Consent of Allen Matkins Leck Gamble & Mallory LLP (contained in the opinion filed as Exhibit 5.1 hereto) 24.1** Power of Attorney (See Page II-6) 27.1** Financial Data Schedule
- --------------------- * To be filed by amendment ** Previously filed + Confidential treatment requested for portions of these exhibits EX-10.12 2 0002.txt SUPPLY AGREEMENT DATED JUNE 29, 1997 Exhibit 10.12 SUPPLY AGREEMENT ---------------- SUPPLY AGREEMENT dated as of June 29, 1997, between Multilink Technology Corporation ("Multilink") a corporation organized in the State of California, U.S.A, with offices at 2601 Ocean Park Boulevard, Suite 108, Santa Monica California 90405 (hereinafter "Buyer") and TRW Inc., a corporation organized in the State of Ohio, U.S.A., acting through its Space & Electronics Group, with offices at One Space Park, Redondo Beach, California 90278, U.S.A. (hereinafter "TRW"). WHEREAS, Buyer desires to purchase, and TRW desires to provide, the Products (as defined below) specified in Exhibit 1A to this Agreement, and the parties desire to define the terms and conditions under which the same will be furnished; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the parties hereto agree as follows: Article 1 Definitions and Priority 1.1 Definitions: The following words and phrases shall have the meanings set ----------- forth below: Agreement: This Supply Agreement between TRW and Buyer including the following Exhibits, attached hereto and made a part hereof: Exhibit 1A: List of Products Exhibit 1B: Price, Minimum Annual Quantities and Site Exhibit 1C: HEMT and HBT Process Control Monitor Specifications Exhibit 3: Order Form Contract Price: Defined in Section 5.1. Delivery Date(s): Defined in Section 7.1. Effective Date: Defined in Article 4. Products: The products described in Exhibit 1A to be supplied by TRW. Maskset: Photolithographic plates used for precision etching and material deposition processing of monolithic integrated circuits as referenced in Exhibit 1A. Site: Buyer's facility or other location identified in Exhibit 1B as the destination to which transportation is to be arranged for deliverable items. TRW Plant: Each of the factories or establishments of TRW and its suppliers located in the United States. 1.2 Priority: In case of any inconsistencies between this Agreement and -------- any of the Exhibits, the text of this Agreement shall prevail. Article 2 Subject Matter of Agreement: Supply and Requirements ---------------------------------------------------- 2.1 Supply. TRW hereby agrees to sell to Buyer and Buyer hereby agrees to ------ buy from TRW, on and subject to the terms and conditions contained in this Agreement, the Products listed in Exhibit 1A 2.2 Requirements: Buyer shall buy from TRW no less than the annual minimum ------------ quantities of Products set forth in Exhibit 1B, and TRW agrees to sell Buyer the annual quantities of Products set forth in such Exhibit. 2.3 Deletion of Products: TRW reserves the right to discontinue the -------------------- manufacture or sale of, or otherwise render or treat as obsolete, any or all of the products covered by this Agreement upon at least one hundred eighty (180) days prior written notice to Buyer. 2.4 Exception: The deletion of any Product pursuant to Section 2.3 will --------- not relieve, however, TRW of its obligation to deliver any Product for which an Order has been accepted by TRW pursuant to Article 3, specifically including TRW's obligation to supply Products under Orders that provide for deliveries over multiple years. Article 3 Basic Ordering Agreement ------------------------ 3.1 Purchase Order: This Agreement shall serve as a basic ordering -------------- agreement under which Buyer may place orders to TRW. Buyer shall submit an order in the form attached hereto as Exhibit 3 ("Order") for each Product or Service hereunder in purchase order ("PO") form which references this Agreement. PO's shall identify the Product(s) or Service(s) to be purchased by Buyer pursuant to Exhibits 1A and 1B. If Services are to be purchased, Buyer shall also identify funding in the PO. 3.2 Acceptance of Orders: TRW shall use good faith reasonable efforts to -------------------- accept and supply all Orders for Products which Buyer submits hereunder, and unless otherwise agreed, TRW shall deliver Products so ordered on or before the delivery dates or during the performance periods specified in each Order. All preprinted terms and conditions contained in any Order are superseded by the terms and conditions of this Agreement. Notwithstanding the foregoing, TRW shall have no -2- obligation to accept and shall not be deemed to have accepted; unless signed by TRW, any Order (i) for any Products not listed in Exhibit 1A hereto or revisions thereof; or (ii) which specifies a delivery date which is less than that specified in Exhibit 1B. 3.4 Order Procedure: TRW shall give Buyer notice of its acceptance or --------------- rejection of any Order within five (5) working days after receipt of such Order. If TRW rejects any such Order, it shall specify in such notice the reasons for rejection. 3.5 Additional Products: The parties may, from time to time, amend ------------------- Exhibit 1A to add thereto any additional Products which TRW, during the term of this Agreement, generally offers for sale and Buyer may purchase same under this Agreement. 3.6 Deletion of Products: Subject to TRW's obligations under Article 2 -------------------- hereof, should TRW discontinue offering for sale any Products listed in Exhibit 1A, TRW may delete such Products from Exhibit 1A, effective one hundred eighty (180) calendar days after giving Buyer notice of such deletion. Other provisions hereof notwithstanding, the deletion of any Products pursuant to this Section 3.6 shall not relieve TRW from its obligation to deliver Products for which an Order has been accepted by TRW pursuant to Section 3.4. 3.7 Sales Forecasts: Buyer shall submit to TRW on the Effective Date and --------------- thereafter at thirty (30) days before the start of each calendar quarter during the term hereof a written forecast of its best estimate of its requirements for Products during the next four (4) calendar quarters. Such forecast shall list separately for each quarter during the period covered by the forecast the amount of Products which Buyer expects to require during such quarter. Such forecasts are not intended to be binding on Buyer. Article 4 Effective Date and Term ----------------------- This Agreement shall be effective and binding on the parties as of the first date noted above when signed by Buyer and TRW (the "Effective Date") and shall remain in force and effect until December 31, 2002. Article 5 Contract Price Taxes. -------------------- Transportation, Expenses and Charges ------------------------------------ 5.1 Price: Buyer shall pay TRW for the performance of TRW's obligations ----- hereunder, the prices for Products and Services stated in Exhibit 1B in accordance with the provisions of this Article 5. The aforementioned price is hereinafter referred to as the "Contract Price." 5.2 Taxes for Orders: Buyer will pay TRW the amount of any sales or use ---------------- taxes, or similar taxes, assessments or charges imposed by any governmental entity -3- and paid by TRW in respect of any Order. Buyer will pay such taxes with the purchase price for Products, provided such taxes are separately stated by TRW in invoices submitted pursuant to the provisions hereof. Buyer's liability hereunder does not extend to taxes based on possession prior to delivery of Products, or to income or corporate excise taxes assessed against TRW. Buyer also will be responsible for the payment of any penalties charged TRW for the late payment of taxes caused by Buyer's late payment. Buyer will provide TRW with its resale certificate number. 5.4 Resale Certificate: Where a resale certificate or document indicating ------------------ that Products are purchased for resale provides an exemption from liability of either party for any taxes, assessments, or other charges incurred under this Agreement, the other party will provide such certificate or evidence to the first party in timely fashion and proper form if the second party wishes to take the benefit of such exemption, and thereupon, the second party will have no obligation hereunder to pay or reimburse the first party for any such exempted taxes, assessment or charges. 5.5 Transportation Expenses: TRW shall pay for all expenses of handling, ----------------------- freight, and other transportation expenses including, without limiting the foregoing, all packing and special handling charges for air shipment incurred in connection with the delivery of the Products from the TRW Plant to the Site. Article 6 Payment ------- Payment for Products and Services and all other obligations hereunder shall be in United States dollars (U.S.D.) and shall be due and payable in the amounts and at the time(s) as set forth as follows. Payment terms for Products and Services are net thirty (30) days upon receipt of TRW's invoice. Payment of other charges, if any, provided for in this Agreement shall be due and payable within thirty (30) days after receipt of TRW's invoice thereof. Payments to TRW shall be made to TRW's electronic funds transfer account which is as follows: Bank of America Telex - MCI #67652 ABA [*] TRW Space & Defense TRW Account # [*] or via mail to: TRW Space & Defense File No. ______ Los Angeles, CA 90074-1818 Outstanding invoices remaining unpaid after thirty (30) days shall be subject to a charge of one percent (1%) of the amount of the invoice per month or prorated for a partial month. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. -4- Article 7 Shipment, Title, and Risk of Loss --------------------------------- 7.1 Delivery of Products: TRW shall arrange for and place the Products in ------------------- the possession of a common carrier on or before the period specified in Exhibit 1B for delivery to Buyer F.O.B. docks at the TRW Plant. TRW shall arrange for shipment of the items by common carrier to the Site. 7.2 Protection and Packing of the Products: TRW shall arrange to have all -------------------------------------- Products suitably packaged in accordance with good commercial practices. Unless otherwise provided, all packing containers used by TRW shall be non-returnable. 7.3 Risk of Loss and Title: Risk of loss to Products shall pass to Buyer ---------------------- on delivery to the carrier at the TRW Plant, notwithstanding any provisions for payment of freight or insurance by TRW, or the form of shipping documents, or the breach or default by TRW at the time of loss. Risk of loss of Products sent to TRW for adjustment shall remain with Buyer until such are received by TRW at the TRW Plant. 7.4 Shipping Documents: After Products have been shipped, TRW shall ------------------ deliver to Buyer one (1) copy of the waybill. 7.5 Access by Buyer: Subject to United States law and security --------------- regulations, Buyer's representatives shall have the right, during reasonable business hours, to enter the TRW Plant in order to inspect visually the manufacturing progress of Products. Article 8 Factory Testing --------------- Prior to delivery, TRW or its suppliers shall perform standard quality control inspections and tests of Products as specified in Exhibit A. Records of such tests shall be retained by TRW and remain available for review by Buyer for at least one (1) year after the date(s) of delivery. Article 9 Warranty -------- 9.1 Warranty: TRW warrants that immediately upon delivery but not -------- thereafter, each Product shall comply in all material respects with the PCM test protocol, as it relates thereto. Promptly after receipt of written notice from Buyer that any Products are non-conforming, TRW shall replace such non- conforming Products. Any non-conforming Products must be returned for inspection to the TRW Plant. Buyer shall repay all freight charges to return any such products to TRW. TRW shall deliver replaced Products freight prepaid to the Site. -5- 9.2 Exclusion: THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER --------- STATUTORY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY EXCLUDED. TRW'S WARRANTY OBLIGATIONS AND BUYER'S REMEDIES ARE SOLELY AND EXCLUSIVELY AS STATED IN THIS ARTICLE 9. Article 10 Delays ------ 10.1 Force Majeure: The date on which each party's obligations (except the ------------- payment of money) are to be fulfilled shall be extended for a period equal to any delay arising directly or indirectly from any cause beyond such party's reasonable control. Such causes include, but are not limited to, acts of God; the laws, actions, or inactions of any governmental authority in either its sovereign or contractual capacity; civil or military conflicts; riot; revolution; fires; floods; earthquakes; walkouts; strikes; labor disputes; material shortages; epidemics; and embargoes. Such extension shall apply whether or not there is another concurrent cause of delay. 10.2 Termination: If the delays resulting from any of the causes stated in ----------- Section 10.1 extend in the aggregate for more than one hundred eighty (180) days and the parties have not agreed upon a revised basis for continuing work on a PO at the end of such delays, including adjustment of the Contract Price, then either party, upon thirty (30) days written notice, may terminate such PO with respect to the unexecuted portion of the work whereupon Buyer shall pay TRW its termination charges as provided in Section 10.3 below. 10.3 Termination Charges: Buyer may terminate a PO for any reason upon ten ------------------- (10) days written notice to TRW. In this event, TRW shall promptly submit to Buyer a detailed written statement and supporting documentation (such as TRW incurred cost report and vendor invoices) of TRW's total costs incurred in the performance of work on such PO and the total cost resulting from such termination as determined in accordance with TRW's standard accounting practices and, if requested by Buyer, verified to Buyer by TRW's independent auditors at Buyer's expense (hereinafter referred to as the "Total Verified Termination Cost"). The Total Verified Termination Cost for a PO shall include the following: (1) one hundred percent (100%) of the total termination costs incurred by TRW, including but not limited to any committed and/or termination costs incurred by TRW's suppliers and vendors, less the amounts previously paid by Buyer pursuant to the PO; (2) the list price of any completed Products and Services under the PO pursuant to Exhibit B; (3) TRW's costs incurred in performing uncompleted work under the PO, plus profit in the amount of fifteen percent (15%) of these Products and Services, and; (4) any other appropriate charges incurred. -6- The Total Verified Termination Cost shall be paid by Buyer within thirty (30) days after receipt of TRW's invoice therefor. Article 11 Transfers and Assignments ------------------------- 11.1 Transfer by TRW: Neither party shall, without the consent in writing --------------- of the other party, which shall not be unreasonably withheld, assign or transfer this Agreement or any PO hereunder or the benefits or obligations thereof or any part thereof to any other person other than a subsidiary wholly owned by such party, provided that this shall not affect any right of such party to assign, either absolutely or by way of charge, any moneys due or to become due to it or which may become payable to it under this Agreement. 11.2 Release of Obligations: No assignment or transfer of any right or duty ----------------------- hereunder by either party shall constitute a novation or otherwise release or relieve such party of its obligations hereunder. Article 12 Default ------- 12.1 Event of Default: An Event of Default on the part of either party ---------------- shall exist under this Agreement or any PO hereunder if: (a) Such party fails to pay the other party any amount required to be paid when due and payable and such failure continues for ten (10) days after written notice to such party; or (b) Such party fails to perform any other material obligation required to be performed by it under any provision of this Agreement or a within thirty (30) days after notice from the other party that such performance has become due; provided, however, Buyer shall have no right to terminate this Agreement or a PO for TRW's default so long as corrective action is being diligently pursued by TRW in a manner that demonstrates that TRW's obligations hereunder shall be completed in sufficient time to allow Buyer to meets its end-use requirements for the Products. 12.2 Remedies Available for Default: Subject to other provisions hereof ------------------------------ which expressly limit the remedies available hereunder, if an Event of Default as defined in Section 12.1 exists on the part of either party, then the other party may terminate this Agreement and/or the applicable PO hereunder upon giving written notice of termination and pursue any other remedies available at law or in equity. -7- Article 13 Limitation of Liability ----------------------- 13.1 Infringement: TRW agrees that it shall to the extent its GaAs HBT ------------ and HEMT process and associated monolithic components are concerned, at its own expense and at its option, defend or settle any claim, suit, or proceeding brought against Buyer, based on an allegation that a Product furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any patent, mask work, or copyright, which exists, or for which application exists, as of the date of this Agreement. This obligation shall be effective only if Buyer shall have made all payments then due and if TRW is notified of said allegation promptly in writing and given authority, information, and assistance for the settlement or defense of such claim, suit, or proceeding. TRW shall pay all damages and costs assessed in such suit or proceedings. In the event of a final adjudication by a court of competent jurisdiction that its Product infringes or violates any third party intellectual property right or if the use or sale thereof is enjoined, or if the provisions of any negotiated settlement agreement prohibit the use of the Product, TRW shall at its sole option and its own expense, either: (a) procure for Buyer the right to continue using the Product; or (b) replace it with a substantially equivalent non- infringing product; or (c) modify it so it becomes non-infringing but substantially equivalent; or (d) if none of the above is reasonably available (i.e., if the costs/damages/royalties relating to (a) through (c) above exceed eighty percent (80%) of the purchase price of the Products concerned), terminate Buyer's right to use the Product and return to Buyer the price originally paid by Buyer to TRW. 13.2 Limitation of Liability: The total liability of TRW on all claims ----------------------- in total whether in contract, tort (including sole or concurrent negligence), or otherwise, arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, repair, replacement, or use of Products or Services shall not exceed in the aggregate [*] dollars ($ [*] ) or the Contract Price for the Product or Services, whichever is less; provided, however, the limitation on liability set forth in this Section 13.2 shall not apply to a material breach of this Agreement resulting from a failure by TRW to honor its obligation to accept and supply all Orders for Products from Buyer in accordance with Article 3 hereof, but shall, as noted herein, apply to claims by Buyer resulting from TRW's manufacture, sale and delivery of Products as contemplated herein. 13.3 Damages: In no event shall TRW be liable for any special, indirect, ------- incidental or consequential damages under this Agreement or any PO, however caused, whether by TRW's sole or concurrent negligence or otherwise, including, but not limited to costs and expenses incurred in connection with labor, overhead, transportation, installation, or removal of the Products or substitute facilities or supply sources. 13.4 Indemnification: Buyer hereby agrees to defend, protect, hold --------------- harmless, and otherwise indemnify TRW against any and all causes of action or claims based on or arising out of infringement or alleged infringement by Buyer of the copyright, mask works or patent laws and/or claims of unfair competition, including, but Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. -8- not limited to, damages for past infringement and payment of royalties for future use, and all costs incurred in preparing for and conducting the defense of such litigation, including attorneys' fees, incurred by TRW by reason of, or attributable to, directly or indirectly the manufacture of Products to Buyer's design or specifications. Article 14 Notices ------- All notices, requests, consents, and other communications required or permitted to be given under this Agreement must be in writing and mailed by registered or certified mail to the other party at its respective business address as follows: If to TRW: TRW Inc. Space & Electronics Group Electronics Systems & Technology Division One Space Park Redondo Beach, California 90278 Attention: Mr. Chris Johnson Mail Station: E2/5085 Phone: (310) 814-2001 FAX: (310) 813-6402 If to Buyer: Multilink Technology Corp. 2601 Ocean Park Boulevard, Suite 108 Santa Monica, CA 90405 Attention: Dr. Richard Nottenburg Phone: (310) 581-6448, -6444 Fax: (310) 581-6449 Article 15 Contract Change Procedure ------------------------- 15.1 Changes: Any changes to this Agreement after the effective date ------- hereof which relate to: (i) the deletion of Products or Services; (ii) adding additional Products, or Services; (iii) changing or modifying Products or Services; or (iv) making other changes which do not materially alter the scope of this Agreement shall be made in accordance with the procedures set forth in this Article 15. 15.2 Contract Changes Requests: Either party hereto may, from time to ------------------------- time, and at any time during the term hereof request a change, as defined in Section 15.1, in this Agreement. (The party requesting the change is hereinafter referred to as the "Requesting Party.") Requests for changes shall be in writing and shall be addressed and delivered to the other party (the "Notified Party"). Such writing shall be identified as a "Contract Change Request" (or "CCR"), shall carry a sequential number for ease of tracking, shall set forth in detail the nature of the change requested, and shall identify the Products to be changed. -9- 15.3 Procedure: As soon as practical after receipt by the Notified Party --------- of copies of the CCR, the parties shall as necessary meet to discuss the change and to ascertain its cost and schedule impacts, if any. 15.4 Contract Change Notice: If the parties decide to implement a change ---------------------- request, a standard form Contract Change Notice ("CCN") shall be prepared, which CCN shall describe the change, delineate the cost, schedule, and other impacts of the change and the payment terms for any price increase. Execution of a CCN by both parties shall constitute a modification hereof and shall be binding on both parties hereto. 15.5 Exception: Substitutions relative to Products which are purchased --------- items not manufactured by TRW may be made by TRW without the consent of Buyer if such substitutes are of like quality. Article 16 Proprietary Information ----------------------- 16.1 Proprietary Information: For the purpose of this Agreement: ----------------------- (a) "Proprietary Information" shall mean all drawings, documents, ideas, know-how and other information supplied by one Party ("Disclosing Party") to another ("Recipient") (whether disclosed orally, or in documentary form, by demonstration or otherwise) for the purpose of achieving the objectives of this Agreement. (b) "Proper Use" shall mean use of the Proprietary Information solely by the recipient for the objectives of this Agreement. 16.2 Nondisclosure: All Proprietary Infomation furnished shall remain the ------------- property of the Disclosing Party and shall be treated by the Recipient in strict confidence, shall not be used except for Proper Use, shall be disclosed by the Recipient only to persons within the Recipient's company (including companies directly or indirectly more than fifty percent (50%) owned or controlled by the Recipient) who are directly concerned in the Proper Use, and shall not be disclosed to consultants or by the Recipient to any other party without the Disclosing Party's prior written consent, except for Proprietary Information which the Recipient can show was: (a) In the public domain at the time it was disclosed; or (b) Known to the Recipient without restriction at the time of receipt as evidenced by written records; or (c) Published or becomes available to others without restriction through no act or failure to act on the part of the Recipient; or (d) Disclosed inadvertently despite the exercise of the same degree of -10- care as the Recipient takes to preserve and safeguard its own proprietary information; or (e) Known to the Recipient from a source other than the Disclosing Party without breach of this Agreement by the Recipient; or (f) Subsequently designated by the Disclosing Party in writing as no longer proprietary; or (g) Independently developed by the Recipient prior to the date of disclosure; or (h) Disclosed or in a proposal submitted to a customer in the performance of the obligations of a party under this Agreement; provided, however, that any such Proprietary Information disclosed to a customer in a proposal shall be marked with a restrictive legend limiting use thereof to evaluation of such Proposal; or (i) Disclosed after five (5) years from the date of delivery by the Disclosing Party to the Recipient, which five (5) year period shall survive the termination of this Agreement. If any portion of Proprietary Information falls within any one of these exceptions, the remainder shall continue to be subject to the foregoing prohibitions and restrictions. The Recipient of Proprietary Information shall inform its employees of the confidential nature of the Proprietary Information and shall prohibit them from making copies of any of it except where such copies are necessary for the purposes of Proper Use, unless agreed upon by the Disclosing Party. 16.3 Marking: Proprietary Information made available in written form by ------- one party to another party shall be marked with the legend: "MULTILINK PROPRIETARY INFORMATION" or - "TRW PROPRIETARY INFORMATION" as the case may be, or an equivalent conspicuous legend. No sheet or page of any written material shall be so labeled which is not, in good faith, believed by the Disclosing Party to contain Proprietary Information. A Recipient of Proprietary Information hereunder shall have no obligation with respect to any portion of any written material which is not so labeled or any information received orally unless it is identified as proprietary and a written summary of such oral communication, specifically identifying the items of Proprietary Information, is furnished to the Recipient within thirty (30) days of such disclosure. -11- The individuals identified below are the only persons authorized to receive Proprietary Information on behalf of the parties: For Buyer: Dr. Richard Nottenburg For TRW: Mr. Bob Van Buskirk, Dr. Thomas Joseph By written notice to the other party, these representatives may be replaced by another person from the same party. 16.4 Compensation: The parties shall not be obligated to compensate each ------------ other for the transfer of any Proprietary Information under this Agreement and agree that no warranties of any kind are given with respect to such Proprietary Information or any use thereof. No license is hereby granted under any patent, trademark or copyrights with respect to any Proprietary Information. 16.5 Survival: The obligations of the parties concerning confidentiality -------- set forth in this Article 16 shall survive termination or completion of this Agreement. 16.6 Remedies: Each of the parties agrees that the other would be --------- irreparably injured by a breach of the provisions of this Article 16 by such party, that monetary remedies would be inadequate to protect the other against any actual or threatened breach of this Article 16 by the other, and without prejudice to any other rights and remedies otherwise available to such party, the other agrees to the granting of equitable relief, including injunctive relief and specific performance, in the other's favor without proof of actual damage. Article 17 Miscellaneous ------------- 17.1 Headings: The headings and titles to the articles, sections, and -------- paragraphs of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof. 17.2 Remedies: Unless otherwise expressly provided herein, the rights -------- and remedies hereunder are in addition to, and not in limitation of, other rights and remedies under the Agreement, at law or in equity, and exercise of one right or remedy shall not be deemed a waiver of any other right or remedy. 17.3 Modification and Waiver: No cancellation, modification, amendment, ------------------------ deletion, addition, or other change in the Agreement or any provision hereof, or waiver of any right or remedy herein provided, shall be effective for any purpose unless specifically set forth in a writing signed by the part to be bound thereby. No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion. -12- 17.4 Entire Agreement: With the exception of the Development Agreement ---------------- between the parties dated June 29, 1995, this Agreement supersedes all other agreements, oral or written, heretofore made with respect to the subject hereof and the transactions contemplated hereby and contains the entire agreement of the parties. 17.5 Severability: Any provision hereof prohibited by or unlawful or ------------ unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of the Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived, to the end that the Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms. 17.6 Controlling Law: All questions concerning the validity and operation --------------- of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California applicable to contracts entered into and wholly to be performed in such jurisdiction. 17.7 Successors and Assigns: The provisions of this Agreement shall be ---------------------- binding upon and for the benefit of TRW and Buyer and their respective successors and assigns. This provision shall not be deemed to expand or otherwise affect the limitation on assignment and transfers set forth in Article 11 and no party is intended to or shall have any right or interest under this Agreement, except, as provided in Article 11. 17.8 Counterparts: This Agreement has been executed in several ------------ counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument. 17.9 Inventions and Patents. Inventions conceived solely by employees of ---------------------- a party under this Agreement shall belong exclusively to such party. Inventions conceived jointly by the parties in the course of work called for in this Agreement shall be subject to the further agreement of the parties. Except as expressly set forth in this Agreement, nothing contained in this Agreement shall be deemed, by implication, estoppel or otherwise, to grant any party any right or license in respect of any patents, inventions, Proprietary Information or other technical data at any time owned by the party hereto. Irrespective of in whose name(s) patent applications are filed, any party which is a co-inventor of an invention shall be entitled to a non-exclusive, royalty-free, transferable license in any patent(s) issued with respect thereto. The understandings set forth in this Section 17.9 are subject to modification as may be required by applicable government regulations. Notwithstanding the above, each party shall have a non-exclusive, royalty-free, non-transferable, worldwide right and license under any inventions, patents, Proprietary Information and technical data owned by the other party and used in Products made under this Agreement, but only to the extent such licenses are required for the limited purpose of enabling a party to perform its obligations under this Agreement or to enable Buyer to sell products incorporating Products made by TRW under this Agreement. -13- 17.10 Ownership of Masksets. Buyer shall retain sole ownership of --------------------- all glass plates ("Masksets") utilized for photolithographic semiconductor processing of MMIC (as defined in Section 17.11 below) designs, and TRW shall retain sole possession of any and all Masksets developed or procured by TRW under this Agreement. TRW shall store Buyer's Masksets at TRW for a maximum period of two (2) years after delivery of all Products manufactured from such Masksets to Buyer and after expiration of such two (2) year storage period may destroy or dispose of such Masksets upon giving Buyer thirty (30) days prior written notice thereof. 17.11 Ownership of MMIC Designs. Buyer shall retain sole ownership ------------------------- rights to its designs for monolithic microwave integrated circuit ("MIMIC") designs. TRW shall retain sole ownership rights to TRW MMIC designs, all individual circuit elements, design libraries, design rule manuals, circuit elements and MMIC fabrication processes for all MMIC designs. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above. Multilink Technology Corporation By:___________________ Title:________________ TRW INC. By:___________________ Title:________________ -14- Exhibit 1A List of Products ---------------- 1. PCM tested, [*] GaAs HBT processed wafers (from [*] micron process). 2. PCM tested, [*] GaAs HBT processed wafers (from [*] micron process). 3. PCM tested, [*] GaAs HEMT processed wafers (from [*] micron process). Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Exhibit lB Price, Minimum Annual Quantities, Delivery Schedule and Site ------------------------------------------------------------ A. Price: Standard Reduced Product Process Process ------- ------- ------- 1. [*] GaAs HBT ([*] micron) processed wafers $[*] /ea. $[*] /ea. 2. [*] GaAs HBT ([*] micron) processed wafers [*] /ea. [*] 3. [*] GaAs HEMT processed wafers [*] /ea. [*] B. Minimum Annual Quantities: Number of Wafers per Year Product 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- 1. [*]GaAs processed wafers [*] [*] [*] [*] [*] [*] C. Site: Multilink Technology Corporation 2601 Ocean Blvd., Ste. 108 Santa Monica, CA 90405 D. Delivery Schedule: Shipment of PCM Tested Wafers from Release of Mask PG HBT ([*]micron) [*] weeks HBT ([*]micron standard process) [*] weeks HBT ([*]micron reduced process) [*] weeks HEMT [*] weeks (1) [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Exhibit 1C HBT/HEMT Process Control Monitor (PCM) Specifications HBT Digital PCM Foundry Specifications 9 January 1995
Parameter Units Min Max Tvp # Sites Criteria - --------- ----- --- --- --- ------- -------- [*] ([*]) (nano amp) [*] [*] [*] [*]/wafer wafer average [*] Resistance* (ohm) [*] [*] [*] [*]/wafer [*] pass [*] Resistance* (ohm) [*] [*] [*] [*]/wafer [*] pass [*] Thickness (amp) [*] [*] [*] [*]/wafer [*] [*] [*] [*] [*]/wafer [*] pass [*] Thickness (micro meters) [*] [*] [*] [*]/wafer [*] Capacitance (pica farads/millimeter] [*] [*] [*] [*]/wafer wafer average [*] Resistance (ohm/sq) [*] [*] [*] [*]/wafer wafer average [*] Thickness (micro meters) [*] [*] [*] [*]/wafer [*] pass [*] Thickness (micro meters) [*] [*] [*] [*]/wafer [*] (volts) [*] [*] [*] [*]/wafer wafer average [*] (volts) [*] [*] [*] [*]/wafer wafer average
* for a [*] (micro meter) HBT /s/ Matthew M Hoppe 95-1-10 - ------------------------------------ Matt Hoppe, Production Line Manager /s/ Aaron Oki 95-1-10 - ------------------------------------ Aaron Oki, HBT Product Engineering Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Exhibit 3 Sample Order Form
----------------------- P/Q NUMBER: PAGE 1. ------------------------------------- P/Q DATE: ORDER TYPE: CHANGE/CANCEL Normal ------------------------------------- ORDERED SHIP FROM TO - ------------------------------------------------------------------------------------------------------------------------------------ BUYER TERMS ACKNOW- CONFIRM FOR: SHIP VIA COD LEDGE Destination Best Way - ------------------------------------------------------------------------------------------------------------------------------------ QUANTITY QUANTITY NUMBER REQUESTED CHANGE/ LINE ORDERED U / M DESCRIPTION/COMMENTS YOUR ITEM NUMBER PRICE/UNIT DATE CANCEL NUMBER BLANKET TYPE - ------------------------------------------------------------------------------------------------------------------------------------ Ext Price = - -------------------------------------------------------------------------------------------------------------------------------- COMMENTS Total Ext Price = -------------------------------------------------------------------------------------------------- ORDERED BY
Contract Change Notice Amendment No. 1 to TRW/ Multilink Technology Corp. Foundry Services Sales Agreement Agreement No. 68107 THIS AMENDMENT ("Amendment") is made and entered into by and between Multilink Technology Corporation ("Buyer" or "Multilink") and TRW Inc. by and through its Space and Electronics Group, a corporation organized and existing under the laws of Ohio, having offices at Redondo Beach, California, USA ("TRW"). WHEREAS, Buyer and TRW entered into a Sales Agreement No. 68107 ("Agreement") with an effective date of 29 June 1997, and; WHEREAS, TRW and Buyer desire to amend the Agreement in order to implement certain administrative revisions; NOW THEREFORE, the parties agree to amend the Agreement as follows: Article 5.1. Method of Payment - address for payments sent via mail is amended - ------------------------------ to read as follows: TRW Space and Defense, File No.41818, Los Angeles, CA 90074-1818 Article 6. Payment - revise payment terms to net forty-five (45) days. - ------------------ Article 14. Notices - revise TRW point of contact to Mr. Edward Cornejo. - ------------------- Add section 17.12. "Non-Solicitation of TRW Employees" - In consideration of the - ----------------------------------------------------- extended payment term implemented above in Article 6 amendment, Multilink agrees that during the term of this Agreement, it shall not solicit for employment nor hire any TRW employees. Add section 17.13. "Waivers" - It is understood TRW's election not to enforce - --------------------------- any provision hereof or of any order issued hereunder shall not be construed to be a continuing waiver and TRW reserves the right subsequently to enforce such provision. Exhibit 4 -- Payment Schedule -- Multilink's 6 January, 1999 correspondence, - ----------------------------- "Payment Plan for open invoices", is incorporated into the Agreement by this reference. The parties hereto agree that as of 3 April 1999, Multilink shall pay its current and future TRW invoices within 45 days of the invoice date. For the purposes of the Agreement, any receivables not paid within 45 days of invoice date shall be considered past due and assessed the 1% per month late payment fee indicated in the Agreement. The above changes constitute Contract Change Notice Amendment No. 1 to the Agreement. Except as expressly provided hereinabove, all other terms and conditions of the Agreement shall apply herein and remain in full force and effect as previously agreed to between Buyer and TRW. In the event of any conflict between the terms of this Amendment and those of the Agreement, the terms of this Amendment will be deemed to have superseded those of the Agreement and exclusively will govern the matter in question. IN WITNESS WHEREOF, duly authorized representatives of the undersigned parties have executed this Contract Amendment as of 13 January 1999. Multilink Technology Corp. TRW Inc. By: /s/ Richard N. Nottenburg By: /s/ Patrick Reynolds ------------------------- ------------------------ Names: Richard N. Nottenburg Name: Patrick Reynolds ----------------------- ----------------------- Title: President Title: Contracts Manager ----------------------- ----------------------- Date: 1/18/99 Date: 13 January 1999 ----------------------- ----------------------- [LETTERHEAD OF TRW TELECOMMUNICATION] June 30, 1999 Dr. Richard Nottenburg Multilink Technology Corp. 2601 Ocean Park Blvd., Suite 108 Santa Monica, CA 90405 Re: Supply Agreement dated June 29, 1997 by and between TRW Inc. ("TRW") and Multilink Technology Corporation ("MTC") Dear Rich: I very much enjoyed our dinner last night, and I am certainly pleased that we are on a solid path to continue to build the strategic relationship between TRW and Multilink. As we discussed, both companies need the flexibility to adjust the products and technologies in response to market dynamics, and we need to structure our agreements to provide this flexibility. At the same time, we need to make sure that we support this year's rapid growth of Multilink, as that is key to demonstrating the company's performance to enable future financing. I believe the following modification to the Supply Agreement captures this intent. Add to the end of the existing section 2.2 of the Supply Agreement: "; provided, however, that in 1999, TRW will accept all wafer orders from Buyer that TRW can reasonably supply; further provided, that in each of the years 2000, 2001 and 2002, notwithstanding any other provision herein, Buyer shall not be obligated to purchase from TRW, and TRW shall not be obligated to sell to Buyer, more than [*] wafers." If you agree with this modification, please sign below and fax a copy to me so that we can immediately process the outstanding orders you have placed. I am also sending by mail two originals of this letter. Please sign them, retain one for your records, and send me the other copy. Sincerely, AGREED AND ACCEPTED /s/ Wes Bush AS OF July 01, 1999 Wes Bush /s/ Richard N. Nottenburg ------------------------- Dr. Richard Nottenburg Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EX-10.13 3 0003.txt SEMICONDUCTOR DEVELOPMENT AGREEMENT DATED 5/18/00 Exhibit 10.13 SEMICONDUCTOR DEVELOPMENT AGREEMENT between MULTILINK TECHNOLOGY CORPORATION and INTERNATIONAL BUSINESS MACHINES CORPORATION IBM/MTC CONFIDENTIAL Page 1 SEMICONDUCTOR DEVELOPMENT AGREEMENT This Semiconductor Development Agreement ("Agreement") is entered into as of May 18, 2000 (the "Effective Date") by and between International Business Machines Corporation, a corporation incorporated under the laws of the State of New York, having an office for the transaction of business at 1580 Route 52, Hopewell Junction, NY ("IBM"), and Multilink Technology Corporation, a corporation incorporated under the laws of California and having an office for the transaction of business at 2850 Ocean Park Boulevard, Suite 335, Santa Monica, CA 90405 ("MTC"). ("IBM" and "MTC" are hereinafter jointly referred to as the "Parties" or individually as a "Party"). Preamble: This Agreement is shall provide MTC with early Access (as defined below) to one or more of IBM's unqualified and unfinished [*] and [*] fabrication processes solely for early development of prototypes and does not cover manufacture and sale of completed products. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS ----------- 1.1 "Access" means the activities specified in Task 1 and Task 3B of Section 2.2 hereof. 1.2 "Affiliate" of a Party means a Person: (a) at least fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) or (b) if the Person does not have outstanding shares or securities, other ownership interest (representing the right to make the decisions for such Person) are, now or hereafter, owned or controlled, directly or indirectly, by such Party hereto, but such corporation, company or other entity shall be deemed to be an Affiliate only so long as such percentage of ownership or interest remains at least fifty percent (50%). 1.3 "Change of Control" means a change in ownership or control of a Person effected through any of the following transactions: (i) a merger, consolidation or reorganization approved by the Person's equity holder unless securities representing more than sixty percent (60%) of the total combined voting power of the voting securities of the successor entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons beneficially owned such Person's outstanding voting securities immediately prior to such transaction, IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 2 (ii) any transfer or other disposition of all or substantially all of the Person's assets, or (iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Person that is the subject of a Change of Control or an Affiliate of such Person) or any Person currently owning, beneficially or of record, equity securities of such Person), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than forty percent (40%) of the total combined voting power of the Person's outstanding securities. 1.4 "Confidential Information" means IBM Confidential Information, MTC Confidential Information, or both if the context so indicates. 1.5 "Design Review" shall mean a meeting between IBM and MTC, either at an IBM facility or a MTC facility, or via telecon, lasting for up to two (2) days, to be attended by up to four (4) IBM Employees, who will review MTC's Prototype designs with MTC Employees to help MTC conform its Prototype designs to the applicable IBM Fabrication Process. 1.6 "Disclosing Party" means either Party hereunder that discloses its Confidential Information to the other Party. 1.7 "Fabrication Process" for a particular RIT hereunder shall mean IBM's unqualified (as of the Effective Date) [*] IC fabrication process, or IBM's unqualified (as of the Effective Date) [*] IC fabrication process, or the next follow-on to IBM's [*] IC fabrication process, or IBM's unqualified (as of the Effective Date) [*] IC and [*] IC fabrication process, if and when they become available during the term of this Agreement. 1.8 "IBM Confidential Information" means any and all information and items disclosed or delivered by IBM to MTC hereunder, that is identified by IBM as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software). With respect to the IBM Confidential Information referenced in the preceding sentence, IBM agrees (i) to coordinate and control the disclosure thereof with MTC's Technical Coordinator, (ii) if such IBM Confidential Information is disclosed in tangible form, IBM will stamp or otherwise clearly mark such information as IBM Confidential Information, and (iii) if such Confidential Information is disclosed orally, IBM agrees to identity the Confidential Information as confidential at the time of disclosure, and provide to MTC written confirmation thereof within thirty (30) days after such disclosure. Notwithstanding the foregoing, the term "IBM Confidential Information" shall also include the following information and items disclosed hereunder, whether or not identified by IBM as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software): all product or circuit designs (including schematics, GDS II data, net lists, VHDL code, RTL code, block diagrams and simulation techniques), deliverables, manufacturing processes and techniques, and product plans. IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 3 1.9 "IBM Deliverable Items" shall mean those items prepared by IBM as a part of the scope of work performed pursuant to a Task, and which items are defined with respect thereto. 1.10 "Integrated Circuit" or "IC" means an integral unit including a plurality of active and passive circuit elements formed at least in part of semiconductor material arranged on or in a single chip. 1.11 "Invention" means any idea, design, concept, technique, invention, discovery or improvement, whether or not patentable, made solely or jointly by one or more Representatives of either IBM or MTC, provided that either the conception or reduction to practice occurs in the performance of work hereunder and during the term of this Agreement. 1.12 "Joint invention" means any idea, design, concept, technique, invention, discovery or improvement, whether or not patentable, made jointly by one or more Employees of IBM with one or more Representatives of MTC, provided that either the conception or reduction to practice occurs in the performance of work hereunder. 1.13 "Person" shall mean any individual, corporation, partnership, joint venture, trust, limited liability company, business association, governmental entity or other entity. 1.14 "Product" shall mean the completed ("production-ready") version of any IC manufactured in a qualified IBM fabrication process having three (3) levels of metal, wire bond pads, and non-military, non-medical and non-nuclear uses, designed by MTC as part of the scope of the work performed pursuant to Task 3. "Product" may also include the additional and/or different features listed in Attachment B. "Product" does not include Prototypes. 1.15 "Prototype" shall mean a preliminary version of a Product under development by MTC, fabricated by IBM using the Fabrication Process, which may or may not be functional. 1.16 "Mask" shall mean a glass reticle containing a series of related images having or representing the predetermined pattern of metallic, insulating or semiconductor material present in or removed from a Prototype, and in which series the relation of the images to one another is that each image has the pattern of the surface of one form of the Prototype. 1.17 "Mask Set" shall mean a complete set of Masks necessary to manufacture a Prototype in the Fabrication Process. 1.18 "MTC Confidential Information" means any and all information and items disclosed or delivered by MTC to IBM hereunder, that is identified by MTC as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software). With respect to the MTC Confidential Information referenced in the preceding sentence, MTC agrees (i) to coordinate and control the disclosure thereof with IBM's Technical Coordinator, (ii), such MTC Confidential Information is disclosed in tangible form, MTC will stamp or otherwise clearly mark such information as MTC Confidential Information, and (iii) if such Confidential IBM/MTC CONFIDENTIAL Page 4 Information is disclosed orally, MTC agrees to identity the Confidential Information as confidential at the time of disclosure, and provide to IBM written confirmation thereof within thirty (30) days after such disclosure. Notwithstanding the foregoing, the term "MTC Confidential Information" shall also include the following information and items disclosed hereunder, whether or not identified by MTC as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software): all product or circuit designs (including schematics, GDS II data, net lists, VHDL code, RTL code, block diagrams and simulation techniques), deliverables, manufacturing processes and techniques and product plans, cost data relating to a Joint Project. 1.19 "MTC Deliverable items" shall mean those items prepared by MTC as part of the scope of work performed pursuant to a Task, and which items are defined with respect thereto. 1.20 "Multi-Project Wafer (MPW) Run" shall refer to a RIT which allows for design verification, circuit evaluation and testing by multiple customer designs on the same Wafer in IBM's Fabrication Process. Each Wafer from a MPW Run consists of multiple Sandbox sites and MTC shall be provided one (1) such Sandbox site. All Prototypes on each Wafer from a MPW Run shall include up to five (5) levels of metal and wire bond pads. However, the number of levels of metal associated with each MPW Run will be defined solely and exclusively by IBM prior to that run. 1.21 "Person" shall mean any individual, corporation, partnership, joint venture, trust, limited liability company, business association, governmental entity or other entity. 1.22 "Receiving Party" means either Party hereunder that receives the other Party's Confidential Information. 1.23 "Representative" means, with respect to a Party, that Party's agents, representatives and employees (including attorneys, accountants, consultants, contract employees and advisors). 1.24 "Sandbox" shall refer to a circuit evaluation site on an Wafer from a MPW Run that can accept single or multiple experimental customer designs with very minimal release support from IBM. 1.25 "RIT" shall mean a procedure in which: (1) MTC provides IBM error-free GDS2 formatted data representing a Prototype design; (2) IBM fabricates, or has fabricated, a Mask Set corresponding to the error-free GDS2 formatted data; (3) IBM schedules a corresponding set of [*] Wafer Starts; and (4) IBM processes Wafers as described in Task 3 of Section 2.2. 1.26 "Task" shall mean a development activity defined in Section 2.2. 1.27 "Wafer" shall mean an eight inch (8") wafer as required for the Fabrication Process. 1.28 "Wafer Start" shall mean the release of one (1) Wafer to the Fabrication Process for processing. IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 5 1.29 "$" shall mean United States dollars. 2. STATEMENT OF WORK ----------------- 2.1 Objectives ---------- This Agreement relates only to development activities for Prototypes to be manufactured in the Fabrication Process. 2.2 Development Activities (Tasks) ------------------------------ The development program to be conducted by IBM and MTC under this Agreement will be conducted by executing the following Tasks. In the case of MTC, all work performed in connection with these Tasks shall be performed solely and exclusively by Representatives of MTC. In the case of IBM, all work performed in connection with these Tasks shall be performed solely and exclusively by Representative of IBM. The description of Tasks below includes work items and prime responsibility therefor. Although prime responsibility is assigned to one Party, the other Party will participate and use commercially reasonable efforts to cooperate fully in any particular work item as required by the relevant Task. Task 1: IBM shall provide MTC with models and design kits created by IBM for use in conjunction with the Fabrication Process, but only for the purposes of evaluating the technology, assessing future product development by MTC and developing and designing Prototypes to be manufactured solely by IBM if MTC elects to have such Prototypes manufactured. Such models and design kits are hereby licensed to MTC under the terms of the IBM Design Kit License attached hereto as Exhibit A. IBM may modify or alter the models and design kits and/or the Fabrication Process. IBM will promptly notify MTC of any such modifications or alterations to the design kits. Modifications or alterations to IBM's Fabrication Process may cause the corresponding Prototype designs to be unuseable for the manufacture of Products. Task 2A: MTC shall use the models and design kits provided by IBM solely to evaluate the technology, assess future product development by MTC and develop Prototype designs adapted to the Fabrication Process and Prototypes to be manufactured solely by IBM if MTC elects to have such Prototypes manufactured. MTC shall use commercially reasonable efforts to develop designs which take advantage of the unique attributes of the Fabrication Process in order to maximize performance and manufacturing yield and to minimize manufacturing cost. Task 2B: IBM shall provide MTC with up to a cumulative total of [*] RITs, [*] per contract year, subject to the payment provisions in sections 3.2 and attachment B. In addition, MTC, at its sole option, can substitute a RIT for a MPW Run, subject to availability from IBM. As part of the Prototype design(s) developed, MTC shall perform all IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 6 needed circuit design and modeling functions to produce GDS2 formatted data containing such circuits to be fabricated in the Fabrication Process. Fabrication of Prototypes having the additional and/or different features listed in Attachment B shall be subject to the additional payments listed therein. The Parties shall hold a Design Review in connection with each RIT. These Design Reviews will address electrical and physical design issues and release procedures. In connection with each RIT, IBM will accept from MTC's Technical Coordinator (as identified in Section 6.2) a GDS2 formatted data set produced by MTC during the term of this Agreement. IBM will perform additional ground rule checking and may provide consultation to MTC as to where optimization for the Fabrication Process may be possible. Should changes to any such GDS2 formatted data be required to correct ground rule errors or to optimize the Fabrication Process (pattern density, for example), MTC will make these changes and resubmit the GDS2 formatted data set. Under no circumstances will IBM make any (intentional) changes to any GDS2 formatted data set submitted by MTC. Should MTC request IBM to fabricate a Mask Set corresponding to any of the GDS2 formatted data sets, IBM will forward all corresponding, required data and supporting documentation to an internal or third party, where a Mask Set, will be created. Should changes to any GDS2 formatted data set submitted by MTC be required to conform to Mask fabrication rules, MTC will make these changes and resubmit the GDS2 formatted data set. Under no circumstances will IBM make any (intentional) changes to any GDS2 formatted data set submitted by MTC. Upon completion of the fabrication of each Mask Set for Prototype design(s) by or on behalf of IBM, IBM will schedule [*] Wafer Starts. IBM will use commercially reasonable efforts to complete their manufacture. Upon request by MTC for each RIT (and not for any MPW Run), just prior to the passivation and metallization steps associated with each such set of [*] Wafer Starts, IBM will hold up to [*] Wafers and complete the processing of the rest. At the request of MTC, IBM will then (a) scrap the held Wafers; or (b) process the held Wafers in the same manner as those previously processed; or (c) MTC will submit new GDS2 formatted data set for the wiring layers, IBM will create or have created a corresponding Mask Set (subject to the payments discussed immediately hereafter), and IBM will then process the held Wafers using this Mask Set. In step (c), if MTC so requests, IBM will modify wiring masks (not transistor masks) in any Mask Set, subject to a payment for the modified masks plus a one-time engineering payment for the corresponding RIT as referenced in Attachment B. Upon Wafer run completion, IBM shall initially test certain test structures on processed Wafers and shall thereafter deliver Prototypes to MTC in Wafer form or diced if requested by MTC in addition to a copy of data from the test structures which IBM, in IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 7 its sole discretion, deems appropriate to disclose to MTC. MTC shall perform all Prototype test and characterization measurements specific to MTC's unique circuit designs. Task 3: IBM and MTC shall each provide a Technical Coordinator to coordinate development activities under this Agreement. The responsibilities of these Technical Coordinators are listed in Section 6.1 and their identities are given in Section 6.2. Task 4: MTC and IBM will meet to assess MTC's technology requirements relative to the Fabrication Process for the purpose of discussing future plans and providing inputs to the technology development plan. The further purpose of these meetings is to provide feedback on the technology and to exchange technical ideas for the development of the technology. Any MTC Confidential Information received under this Task 4 (i) may be used by IBM in the Fabrication Process; including future versions thereof, for any purpose, (ii) may be disclosed by IBM to licensees of the Fabrication Process, including future versions thereof and (iii) shall include the unrestricted, royalty-free right of IBM to grant licenses thereunder to licensees of the Fabrication Process, including future versions thereof. 2.3 Uncertainty of Results ---------------------- Although IBM and MTC will use reasonable efforts in performing the development activities under this Agreement, each Party acknowledges that the results of the work to be performed hereunder are uncertain and cannot be guaranteed by either Party. The Parties also acknowledge that any key milestones and other checkpoint dates made in connection with such work are target dates only and failure to achieve any such target dates shall not constitute a breach of this Agreement. 2.4 Shipment and Use of Prototypes ------------------------------ 2.4.1 IBM shall ship all items to be delivered to MTC under this Agreement FOB plant of manufacture. 2.4.2 MTC agrees to use all Wafers delivered by IBM to MTC under this Agreement for internal testing, evaluation and demonstration purposes only. MTC may deliver Prototypes derived from such Wafers to MTC's customers at MTC's discretion for testing, evaluation and demonstration purposes only, provided that: (i) MTC notifies such customers in writing that the Prototypes are preliminary versions of a Product and are intended for internal testing, evaluation and demonstration purposes only. 2.5 Progress Reviews ---------------- IBM/MTC CONFIDENTIAL Page 8 Reviews of the activities in this Section 2 will be held quarterly and will be scheduled by the Technical Coordinators set forth in Section 6.2. 2.6 MTC agrees that no Prototypes delivered to IBM hereunder shall be work product jointly created by IBM and MTC. 3. PAYMENT ------- 3.1 Compensation ------------ In consideration for IBM's development efforts and for Access to the Fabrication Process as described in Section 2, MTC agrees to perform its development efforts described in Section 2, and to make the payments set forth in Section 3.2 below. In addition, in consideration of IBM entering into this Agreement with MTC, concurrently upon the execution of this Agreement by the Parties, MTC shall issue to IBM a warrant in the form of Attachment C attached hereto and made a part hereof by this reference (the "Warrant"). The Warrant shall be exercisable upon the terms and subject to the conditions set forth therein, including, but not limited to, payment of the exercise price set forththerein for the shares of capital stock issuable thereunder; provided, that the Warrant shall not under any circumstances be subject to forfeit by IBM prior to its exercise or expiration accordance with its terms. 3.2 Schedule of Payments -------------------- For each RIT or MPW Run MTC requests, MTC shall pay the fees listed in Attachment B. 3.3 Method of Payment ----------------- For the payments listed in Section 3.2, MTC shall submit a corresponding purchase order to IBM, identifying the RIT and option requested. Any such purchase order shall be subject to IBM's acceptance, which shall not be unreasonably withheld. If IBM accepts any such purchase order, then IBM shall submit a corresponding invoice to MTC, which MTC shall pay within sixty (60) days of receipt. All payments shall be made by electronic funds transfer in United States dollars, to the following bank wire address. Payments shall be made free all banking charges. IBM, Director of Licensing The Bank of New York 1 Wall Street New York, New York 10286 United States of America IBM/MTC CONFIDENTIAL Page 9 Credit Account No. [*] ABA No. [*] The following information should be included in the wire detail: IBM/MULTILINK SEMICONDUCTOR DEVELOPMENT AGREEMENT Reason for Payment: MULT1LINK Development Services 3.4 Delinquencies ------------- If MTC's account becomes in arrears IBM, in addition to its right to hold MTC in default under the terms of Section 11.1 of this Agreement, may notify MTC in writing of such arrears and MTC will cure the condition within thirty (30) days. If not cured within such period, IBM reserves the right to stop shipment to MTC until MTC's account is again current, or to terminate this Agreement pursuant to Section 11.1 3.5 Taxes ----- Each Party shall bear and pay any and all taxes imposed on such Party by any jurisdiction in which such Party is operating. 4. TERM ---- This Agreement shall commence on the Effective Date and will continue for [*] years thereafter, unless earlier terminated pursuant to Section 11. 5. NOTICES ------- 5.1 Any notice or other communication required or permitted to be made or given to either Party hereto pursuant to this Agreement shall be sent to such Party by facsimile (with written mailed confirmation), or by certified or registered mail, postage prepaid, addressed to the person named below and shall be deemed to have been made, given or provided on the date of facsimile transmission or mailing. IBM: Steve Woodham IBM Microelectronics Division 1000 River Street Department W0MA 29 Essex Junction, VT 05452 Tel: (802) 769- [*] Fax: (802) 769- [*] E-mail: [*] With a copy to: IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 10 IBM Corporation Drop 92B 1580 Route 52 Hopewell Junction, NY 10533 Fax: (914)-892-[*] Attention: Division Counsel, Microelectronics Division MTC: MultiLink Technology Corporation 300 Atrium Drive Somerset, NJ 08873 Fax: (732) 805-[*] Attention: President With a copy to: Allen Matkins Leck Gamble & Mallory LLP 1999 Avenue of the Stars, Suite 1800 Los Angeles, CA 90067 Fax: (310) 788-2410 Attention: Mark J. Kelson 5.2 A Party hereto may change its address for the purposes of this Section 5 by giving ten (10) days prior written notice of such change of address to the other Party. 6. TECHNICAL COORDINATORS ---------------------- 6.1 Responsibilities ---------------- Work done under this Agreement, including day-to-day activities, shall be under the general direction of the Technical Coordinators who shall be responsible for: 6.1.1 in the case of MTC's Technical Coordinator, providing monthly forecasts of RITs to be requested of IBM; 6.1.2 overseeing work pursuant to the statement of work as set forth in Section 2, including objectives, technical specifications, delivery and receipt of all IBM and MTC Deliverable Items, performance of responsibilities, milestones, Tasks, development schedules, and acceptance dates and criteria; and in the case of the Technical Coordinator for MTC, the collection of design data from MTC, verifying its adherence to all IBM design rules delivered to MTC by IBM; IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 11 6.1.3 identifying new IBM and MTC technical goals related to the Tasks, prioritizing such goals and approving desired changes to the statement of work; 6.1.4 approving any change to work, including extensions of time which do not affect payment due under Section 3.2 or the term of this Agreement; 6.1.5 establishing the initiation date of a Task and advising the other Party's Technical Coordinator in writing of the completion of a Task; 6.1.6 communicating, for each item delivered by one Party to the other Party, whether such item meets any applicable acceptance criteria; 6.1.7 reviewing current progress reports; 6.1.8 coordinating Wafer shipments from IBM to MTC pursuant to Section 2.3; 6.1.9 communicating together on a regular basis to satisfy their obligations hereunder and preparing minutes of each meeting; such meetings shall be subject to mutual agreement in terms of frequency, location, participants, etc., and each Party shall bear its related costs; and 6.1.10 managing the proper exchange of Information pursuant to Section 8.4. All the above-listed actions or decisions shall be duly recorded in a document by each Technical Coordinator. If the Technical Coordinators are unable to reach a unanimous decision on any of the above-listed matters, they will promptly refer such matter to the following contact executives: For IBM: For MTC Ms. Chris King Dr. Richard Nottenburg Vice President, Wired Communications President Drop 92X 300 Atrium Drive 1580 Route 52 Somerset, NJ 08873 Hopewell Junction, NY 12533 Phone (732)-537-3700 Phone 914-892- [*] Fax: (732) 805- [*] Fax:(914)892- [*] 6.2 Technical Coordinators ---------------------- The Technical Coordinators for the Parties are: For IBM: For MTC: IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 12 Jack Taylor Bill Reinisch IBM Microelectronics Division 300 Atrium Drive 1000 River Street Somerset, NJ 08873 Department WZ4A 29 Phone: (732) 537-[*] Essex Junction, VT 05452 Fax: (732) 537- [*] Tel: (802) 769- [*] E-mail: [*] Fax: (802) 769- [*] E-mail: [*] Each Party may change its Technical Coordinator at any time and from time to time during the term of this Agreement by notifying the Technical Coordinator for the other Party in writing at the designated address. Such change is effective upon receipt of the notice of change. 7. TRADEMARK --------- Nothing in this Agreement grants either Party any rights to use any trademark(s) or trade name(s), directly or indirectly, of the other Party in connection with any product, service, promotion or publication without prior written approval of the trademark owner. 8. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY ------------------------------------------------ 8.1 Copyrights, Mask Works Rights and Prototype or Product Designs -------------------------------------------------------------- 8.1.1 MTC shall own all copyrights and Mask work rights associated with, and all circuitry and all Prototype design information generated by MTC in connection with, its performance of Tasks and with Prototypes, their design, development or manufacture, including but not limited to the MTC Deliverable Items subject to IBM's rights as specified in Section 8.2.2 of this Agreement. 8.1.2 IBM or its licensors shall own all copyrights associated with, and all circuitry design components furnished to MTC by IBM in connection with, its performance of Tasks and with Prototypes, their design, development or manufacture, including, but not limited to: (i) the IBM Deliverable Items; (ii) all base array layers; (iii) all IBM-furnished library elements (including without limitation, any megafunctions or macrocells); and (iv) all IBM-furnished modifications of any such library elements. IBM shall have custody of any Masks provided by MTC and any Masks made by or on behalf of IBM using tangible netlist tape(s), and tangible GDS2 tape(s) received from MTC hereunder, but shall use such tapes and any Masks made therefrom only to manufacture for the benefit of MTC. IBM shall own all copyrights associated with the IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 13 Fabrication Process, including the IBM Deliverable Items developed by or on behalf of IBM and delivered to MTC under this Agreement. 8.2 Invention Rights ---------------- 8.2.1 Representatives of IBM or MTC performing Tasks under this Agreement who make an Invention, whether solely or jointly with others, agree to make and shall promptly make a complete written disclosure to their employer for patent review of such Invention, in the normal course, specifically pointing out those features or concepts believed to be new or different. Each Party agrees to promptly submit to the other Party copies, marked as IBM Confidential Information or MTC Confidential Information, as the case may be, of any written disclosures pertaining to Joint Inventions submitted exclusively to it, which submissions shall be subject to the provisions of Section 8.3 of this Agreement. Also, MTC shall promptly submit to IBM copies of all written disclosures submitted exclusively to MTC relating to the Fabrication Process. 8.2.2 Each Invention, other than a Joint Invention, shall be the property of the Party whose Representatives made the Invention. 8.2.3 Joint Inventions shall be jointly owned, title to all patents issued thereon shall be joint, all expenses incurred in obtaining and maintaining such patents, except as provided hereinafter, shall be shared equally and each Party shall have the unrestricted right to license third parties thereunder without accounting to the other Party. In the event that one Party elects not to see patent protection for any Joint Invention in any particular country or not to share equally in the expense thereof with the other Party, the other Party shall have the right to seek or maintain such protection at its own expense in such country and shall have full control over the prosecution and maintenance thereof even though title to any patent issuing therefrom shall be joint. 8.2.4 Each Party shall give the other Party all reasonable assistance in obtaining patent protection and in preparing and prosecuting any patent application filed by the other Party, and shall cause to be executed assignments and all other instruments and documents as the other Party may consider necessary or appropriate to carry out the intent of this Section 8.2. 8.2.5 All MTC Inventions relating to the Fabrication Process shall be owned by MTC, subject to a worldwide, irrevocable, perpetual, nonexclusive, nontransferable, fully paid-up and royalty-free license which MTC hereby grants to IBM under all such Inventions. This license includes the right of IBM to make, have made, use, have used, lease, import, offer to sell, sell and/or otherwise transfer, any apparatus, and to practice and have practiced any method. This license further includes the right of IBM to sublicense third parties to do any or all of the foregoing. MTC agrees that for a period of [*] years from the Effective Date of this Agreement, MTC shall treat such MTC Inventions relating to the Fabrication process as IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 14 Confidential Information and shall not license such MTC Inventions relating to the Fabrication Process to any other entity. 8.2.6 No license, immunity or other right is granted herein to either Party, whether directly or by implication, estoppel or otherwise, with respect to any other patent, trademark, copyright, mask work, trade secret or other intellectual property right of the other Party, 8.3 Confidential Information: ------------------------- 8.3.1 For a period of seven (7) years from the date of disclosure of Confidential Information, the Receiving Party agrees to use the same degree of care and discretion to keep the Disclosing Party's Confidential Information confidential as it uses with its own similar information that it wishes to keep confidential. The Confidential Information received by a Receiving Party shall not be used for any purpose other than in connection with exercising the rights and licenses granted to it under this Agreement, subject to the obligation of confidentiality and subject to the terms and conditions of the licenses granted herein. Each Party agrees to inform its Representatives of the confidential nature of the other Party's Confidential Information, and each of such Representatives shall agree in writing to act in accordance with the terms and provisions of this Article 6. Each Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives. 8.3.1.1 Either Receiving Party may use the "Residuals" of the Disclosing Party's Confidential Information for any purpose, royalty-free, subject to the obligation of confidentiality. "Residuals" means the ideas, concepts, know-how and techniques, related to the Receiving Party's business activities, which are contained in the Disclosing Party's Confidential Information and retained in the unaided memories of the Receiving Party's employees who have had rightful access to the Disclosing Party's Confidential Information pursuant to this Agreement. 8.3.2 The Receiving Party may disclose the Confidential Information of the Disclosing Party only to: the Receiving Party's Representatives on a need-to-know basis, subject to the requirements of Section 8.3. 8.3.3 Notwithstanding any other provisions of this Agreement, the nondisclosure and use obligations specified herein shall not apply to any Confidential Information which: 8.3.3.1 is already lawfully in the possession of the Receiving Party prior to being furnished the Receiving Party by the Disclosing Party, provided that the source of such information was not and does not become known, prior to disclosure, by the Receiving Party to be prohibited from disclosing the information to the Receiving Party by legal, contract or fiduciary obligation to the Disclosing Party; IBM/MTC CONFIDENTIAL Page 15 8.3.3.2 is independently developed by employees (without use of Confidential Information) of the Receiving Party or any of its Subsidiaries; 8.3.3.2 becomes generally publicly available without breach of this Agreement; 8.3.3.3 is rightfully received by the Receiving Party on a nonconfidential basis from a third party that is not known by the Receiving Party to be prohibited from disclosing the information to the Receiving Party by legal, contract or fiduciary obligation to the Disclosing Party; 8.3.3.4 is released for disclosure by the Disclosing Party with its written consent; or 8.3.3.6 is inherently and appropriately disclosed in the use, lease, marketing, sale, or other distribution of Prototypes, or Products, as the case may be and publicly available supporting documentation therefor by or for the Receiving Party or any of its Affiliates. 8.3.4 Disclosure of Confidential Information shall not be precluded if such disclosure is: 8.3.4.1 in response to a valid order of a court or other governmental body; provided, however, that the Receiving Party shall first promptly provide the Disclosing Party prompt notice of the order and provide the Disclosing Party the opportunity to make a commercially reasonable effort to obtain a protective order or other appropriate remedy; provided that if such protective order is not obtained, or if the Disclosing Party waives compliance with the provisions of this Section 8.3.4.1 in writing, the Receiving Party will furnish only that part of the Confidential Information that the Receiving Party is legally required to be so disclosed and the Receiving Party shall exercise its best commercially reasonable efforts to obtain reasonable assurance that confidential treatment will be accorded to the Confidential Information so disclosed; or 8.3.4.2 otherwise required by law (prior to such disclosure, however, the Receiving Party will provide written notification to the Disclosing Party, signed by an executive of the Receiving Party, stating that the Receiving Party believes in good faith that the disclosure is required by law); or 8.3.4.3 necessary to establish the Receiving Party's rights under this Agreement. 8.3.4.5 If any Confidential Information falls under an exception set forth in Sections 8.3.4.1 through 8.3.4.6 the Receiving Party shall not disclose that the Disclosing Party hereto was the source of that Confidential Information. 8.3.4.6 All Confidential Information not reasonably necessary or useful for the Receiving Party to exercise the rights and licenses granted in this Agreement shall be returned to the Disclosing Party or destroyed by the Receiving Party upon termination of this Agreement. Any IBM/MTC CONFIDENTIAL Page 16 oral Confidential Information shall continue to be kept confidential and subject to the terms of this Agreement. 9. LIMITATION OF LIABILITY ----------------------- 9.1 In no event shall either Party be liable to the other Party for incidental damages, lost profits, lost savings or any other consequential damages, regardless of whether the claim is for breach of contract, warranty, tort (including negligence), failure of a remedy to accomplish its purpose or otherwise, even if such Party has been advised of the possibility of such damages. 9.2 In no event shall either Party be liable to the other Party for actual damages resulting from any claim relating to this Agreement in excess of $ [*] regardless of the form of action, provided that this limitation will not apply to claims for bodily injury or damage to real property or tangible personal property for which the Party is legally liable. 9.3 Neither Party will be liable for any damages claimed by the other Party based on any third party claim. 10. WARRANTIES ---------- 10.1 Subject to Section 2.2, any item, including any products, services, information or technology furnished by one Party to the other Party, and any Wafers furnished by IBM to MTC, pursuant to this Agreement, are furnished on an "AS IS" basis without warranty of any kind 10.2 Neither Party warrants that any products, services or deliverable items provided to the other Party under this Agreement is free of infringement of third-party intellectual property rights. 10.3 THE FOREGOING WARRANTIES ARE LIMITED AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR USEFULNESS FOR A PARTICULAR PURPOSE. 11. TERMINATION ----------- 11.1 Material Breach, Either Party Either Party may terminate this Agreement ----------------------------- for material breach of this Agreement by the other, provided that the Party in breach is given written notice of and fails to cure such breach within thirty (30) days, or in the event: 11.1.1 the other Party files a petition in bankruptcy, undergoes a reorganization pursuant to a petition in bankruptcy, is adjudicated a bankrupt, becomes insolvent, becomes dissolved or liquidated, files a petition for dissolution or liquidation, makes an assignment for the benefit of creditors, or has a receiver appointed for its business. IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 17 11.2 Material Breach, IBM If IBM materially breaches this Agreement and the -------------------- Agreement is terminated by MTC pursuant to Section 11.1, then MTC's payment obligations pursuant to Section 3 due after the effective date of said termination shall cease. 11.3 Material Breach, MTC If MTC materially breaches this Agreement and the -------------------- Agreement is terminated by IBM pursuant to Section 11.1, MTC shall make all payments due or past due and payments associated with any work in progress, and IBM shall be entitled to retain all payments made by MTC. 11.4 IBM shall have the right to immediately terminate this Agreement by giving written notice of termination to MTC if MTC undergoes a Change of Control and MTC shall have the right to immediately terminate this Agreement by giving written notice of termination to IBM if the IBM Microelectronics Division undergoes a Change of Control. 11.5 Effect of Expiration or Termination Upon the earlier of MTC's written ----------------------------------- request or within a reasonable period of time (as solely determined by IBM) after expiration or termination of this Agreement, IBM will destroy all Masks fabricated by or on behalf of IBM, or provided by MTC to IBM, under this Agreement. Notwithstanding the above, if, MTC has not requested IBM to destroy the masks, and, in IBM's judgement there is a reasonable likelihood that any such Masks might be used by IBM to manufacture Product for MTC under a separate contract, to be negotiated between the Parties, then IBM may retain such Masks for such use and may then destroy such Masks within a reasonable period of time after expiration or termination of said separate contract. Unless otherwise agreed to by the Technical Coordinators of Record, IBM will stop all work in process for MTC upon expiration or termination of this Agreement and deliver the same to MTC "AS IS". 12. MISCELLANEOUS ------------- 12.1 Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of any Party hereto (including any contraction, abbreviation or simulation of any of the foregoing); and each Party hereto agrees not to disclose to other than its Affiliates the existence of or the terms and conditions of this Agreement, except as required by law or government rule or regulation, without the express written consent of the other Party except as may be required by law or government rule or regulation, or to establish its rights under this Agreement; provided, however that if one Party is seeking to disclose such information for reasons not requiring written consent, then the Disclosing Party shall limit the disclosure to the extent required, shall allow the other Party, to review the information to be disclosed prior to such disclosure, and shall apply, where available, for confidentiality, protective orders, and the like. Such review under this Section shall not be construed to make the reviewing Party responsible for the contents of the disclosure, and the Disclosing Party shall remain solely responsible for such contents. IBM/MTC CONFIDENTIAL Page 18 12.2 Nothing contained in this Agreement shall be construed as conferring on any Party any license or other right to copy the exterior design of any product of the other Party. 12.3 No license or immunity is granted by this Agreement by either Party to the other Party, either directly or by implication, estoppel, or otherwise, under any patent or other intellectual property right now owned or hereafter obtained, except as expressly provided herein. 12.4 Neither this Agreement nor any activities hereunder will impair any right of IBM or MTC to design, develop, manufacture, market, service or otherwise deal in, directly or indirectly, any products or services. Each Party may pursue activities independently with any third party even if similar to the activities under this Agreement. 12.5 Each Party is an independent contractor and is not an agent of the other Party for any purpose whatsoever. Neither Party will make any warranties or representations on the other Party's behalf, and it will not assume or create any obligation on the other Party's behalf. 12.6 IBM may, upon written notice to MTC, assign its rights or obligations to a third party without the prior written consent of MTC only in connection with a merger or a sale of all or substantially all of the assets of IBM relating to the subject matter of this Agreement. In all other instances, neither Party shall assign its rights or delegate or subcontract its obligations under this Agreement without prior written permission from the other Party and any attempt to do so without such permission shall be null and void. 12.7 Each Party will comply with all applicable federal, state and local laws, regulations and ordinances of the U.S. Government including, but not limited to, the regulations of the U.S. Government authorities relating to the export of commodities and technical data insofar as they relate to activities under this Agreement. Each Party agrees that Deliverables, design information, test results and any other technical data provided under this Agreement may be subject to restrictions under the export control laws and regulations of the United States of America, including but not limited to the U.S. Export Administration Act and the U.S. Export Administration Regulations. Neither Party shall export any design information or other technical data without appropriate government documents and approvals. 12.8 All monetary amounts that become due hereunder are in U.S. dollars. 12.9 This Agreement will not be binding upon the Parties until it has been signed herein below by or on behalf of each Party, in which event it shall be effective as of the date first written above. This Agreement and its Attachments constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, between the Parties or any officer or representative thereof with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and signed on IBM/MTC CONFIDENTIAL Page 19 behalf of each Party by their respective representatives thereunto duly authorized. The requirement of written form may only be waived in writing. 12.10 Any waiver by either Party of any breach of, or failure to enforce at any time, any of the provisions of this Agreement, shall not be construed as or constitute a continuing waiver of such provision, or a waiver of any other provision of this Agreement, nor shall it in any way affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every provision of this Agreement. 12.11 If any provision of this Agreement is found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, the availability, legality and enforceability of any such provision in every other respect and the remainder of this Agreement shall continue in effect so long as it still expresses the intent of the Parties. If it no longer expresses the intent of the Parties, the Parties will negotiate a satisfactory alternative to such provision; if, after reasonable efforts, such alternative cannot be found, this Agreement shall be terminated. 12.12 This Agreement and all exhibits or attachments hereto shall be executed in English, and such English text shall prevail over any translation thereof. All notices referred to hereunder shall also be written in English, or joined to an English translation made under the sender's responsibility and at its cost, which English translation shall then prevail over the corresponding original, each Party being entitled to disregard any document sent under this Agreement in any language other than English. 12.13 No action, regardless of form, arising out of this Agreement may be brought by either Party more than [*] years after the later of the date the cause of action has arisen or termination of this Agreement, except with respect to a claim for payment. 12.14 Either Party hereto shall be excused from the fulfillment of any obligation under this Agreement with the exception of payment obligations for so long as and to the extent such fulfilment may be hindered or prevented by any circumstance of force majeure, such as but not limited to, acts of God, war whether declared or not, riot, lockout, fire, shortages of materials or transportation, power failures, national or local government regulations, or any other circumstances outside its control. 12.15 Headings used in this Agreement are for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of this Agreement. References to any given section of this Agreement are intended by the Parties to include any subsections of such section. 12.16 This Agreement may be executed in two (2) counterparts, each of which shall deemed an original, but both of which together shall constitute one and the same agreement. ARTICLE 13 - GOVERNING LAW AND JURISDICTION ------------------------------------------- IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 20 This Agreement shall be construed, and the legal relations created herein between the Parties shall be determined, in accordance with the laws of the United States of America and, specifically, the State of Delaware, as if said agreement were executed in, and to be fully performed within, the State of Delaware. Any proceeding to enforce or to resolve disputes relating to this Agreement shall be brought before a court of competent jurisdiction in the United States. In any proceedings no Party shall assert that such a court lacks jurisdiction over it or the subject matter of the proceeding. The Parties hereby expressly waive any right to a jury trial and agree that any proceeding hereunder shall be tried by a judge without a jury. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. INTERNATIONAL BUSINESS MACHINES MULTILINK (TECHNOLOGY CORPORATION CORPORATION By: /s/ Christine King By: /s/ Richard N. Nottenburg ----------------------------------- ------------------------------------- Name: Christine King Name: Richard N. Nottenburg --------------------------------- ----------------------------------- Title: VP Networking and Optical Communications Title: President and CEO -------------------------------- ---------------------------------- Date: 5/18/00 Date: May 12, 2000 -------------------------------- -----------------------------------
IBM/MTC CONFIDENTIAL Page 21 ATTACHMENT A ------------ (A&MS Design Kit License) This IBM Design Kit License ("Attachment A") is an attachment to the Silicon- Germanium Development Agreement ("Agreement"), dated as of March 31, 2000 between International Business Machines Corporation ("IBM") and Multilink Technology Corporation ("MTC), (collectively the "Parties") and sets forth the terms and conditions applicable to the IBM Design Kit, as defined below. The Parties agree that the following terms and conditions will apply to any IBM Design Kit provided to MTC under the Agreement. Capitalized terms used herein that are not herein defined shall have the meaning set forth in the Agreement. The IBM Design Kit is licensed and not sold. IBM retains all the right and title to all copies of any IBM Design Kit provided to MTC and any copy that MTC makes. The term "IBM Design Kit" includes the following information and materials as may be listed in a separate document accompanying the IBM Design Kit: . design automation software, and related support documentation (individually and collectively "ASIC Tool Kit"); . design-tool specific logical and physical design data and design rules (e.g., NDR, EDIF, GL/1, or GDS2 models) for all library and data path elements, macros, hard cores, soft cores, synthesizable cores, and MTC Licensed Products of such soft cores and synthesizable cores, and related support documentation (individually and collectively "ASIC Model Kit"); materials sent to MTC separately as documented in one or more Addendum's to the IBM Design Kit License ("Addendum"); and . machine-readable and printed related materials, including training materials, and listings as may be provided by IBM to MTC under this Agreement. The "IBM Design Kit" includes all copies and derivatives of such IBM Design Kit; and may include information, materials, and/or designs owned or provided by third parties, including but without limitation SSM. The "IBM Design Kit" also includes any semiconductor manufacturing process information and any semiconductor packaging information delivered to MTC pursuant to the Agreement. "SSM" shall mean Swift Simulation Models or any portion which is an output of a Verilog Foundry Model tool (a Synopsys, Inc. product). "Use", when referring to the machine-readable portion of the IBM Design Kit, means copying any portion of the IBM Design Kit into a machine for processing, transmitting it to a machine for processing, or performing such processing; and when referring to the printed portion of the IBM Design Kit, means use solely in furtherance of the Licensed Use set forth below. LICENSE IBM/MTC CONFIDENTIAL Page 22 The IBM Design Kit is provided to MTC as an IBM customer solely for MTC's Use. Under IBM's intellectual property rights in the IBM Design Kit, (including know- how, trade secrets, and other information, copyrights and mask works, but excluding patents, trademarks and trade names), IBM hereby grants to MTC a non- exclusive, non-transferable, revocable, limited license to use, perform, display, and make copies of the IBM Design Kit, solely and exclusively in accordance with this Agreement. MTC may: . use the IBM Design Kit only for purposes of(i) conducting an evaluation of the IBM Design Kit solely for the purpose of determining whether or not to carry out the design activities of (ii) below, and/or (ii) designing MTC Prototypes to be manufactured solely by IBM (both(i) and (ii) collectively referred to hereafter as "Licensed Use"); . create MTC Prototypes of any soft cores or synthesizable cores provided to MTC as part of an ASIC Model Kit, solely for the purpose of creating a derivative design to be included in MTC Prototypes to be manufactured solely by IBM; and . copy or translate the IBM Design Kit's machine-readable portion into any machine-readable or printed form to provide sufficient copies only to support MTC's Licensed Use as well as reasonable storage and backup of the IBM Design Kit, and copy the printed related materials to support MTC's Licensed Use. MTC may not . reverse assemble or reverse compile any portion of any machine-readable representation of the IBM Design Kit elements without IBM's prior written consent; . create any derivatives of the IBM Design Kit other than the derivative soft cores or synthesizable cores as set forth above; nor . sublicense, lease, or otherwise distribute the IBM Design Kit to any other persons, including other licensees, without IBM's prior written consent. MTC acknowledges that IBM retains all ownership rights in and to the intellectual property licensed pursuant to this Attachment A, and that no license, immunity, or other right is hereby granted under any IBM intellectual property rights, express or implied, other than as specifically set forth herein. SUPPORT AND SUBSEQUENT RELEASES IBM may provide support to MTC by answering reasonable technical questions MTC may have regarding the IBM Design Kit. Such support is not applicable to any derivative soft cores or synthesizable cores MTC creates pursuant to this Attachment. All such questions should be coordinated through the IBM contact person designated by IBM for this purpose. IBM/MTC CONFIDENTIAL PAGE 23 IBM may make a subsequent IBM Design Kit release available to MTC for MTC's Licensed Use. While MTC may continue Licensed Use of a previous release, IBM may not continue support for previous releases of the IBM Design Kit. PROTECTION AND SECURITY, CONFIDENTIALITY Any information required to be exchanged in connection with the performance of this Agreement which either party desires to have treated as confidential shall be exchanged and treated in accordance with the terms and conditions of Section X of the Agreement. Notwithstanding the foregoing, MTC agrees that any logical and physical design data, design rules, macros, hard cores, soft cores, synthesizable cores, MTC's derivatives of such soft cores and synthesizable cores, and training materials supplied to MTC by IBM are IBM Confidential, and MTC agrees to protect such information and materials for seven (7) years from the date of disclosure to MTC as provided in Section X of the Agreement. MTC agrees to use the training materials provided by IBM with the IBM Design Kit only for MTC's internal training requirements and for those Respresentatives who require training in order to carry out MTC's Licensed Use. The training materials shall not be used to train any other third party in the use and operation of the IBM Design Kit. MTC agrees that SSM and information in SSM provided under this Agreement may contain or be derived from information or portions of materials owned or provided by a third party supplier, and shall be treated as IBM Confidential. MTC acknowledges and agrees that Synopsys as such a third party supplier is an intended third party beneficiary of this Agreement, having all the rights to enforce the terms and conditions of this Agreement that govern the use and protection of Synopsys' intellectual property rights contained in the SSM. MTC agrees that it will not make IBM Confidential materials available to any third party. In addition, MTC agrees to take the following precautions with respect to the IBM Design Kit components licensed under this Agreement: . MTC will take appropriate action, by instruction, agreement or otherwise, with any persons permitted access to any IBM Design Kit, to satisfy its obligations under this Attachment. . MTC will reproduce and include the copyright notices and any other legend on all copies, modifications or portions merged into any other IBM Design Kit; no such copyright notices, legend, or other marking or in any materials distributed under this Attachment shall be tampered with or removed from any licensed item, and . MTC will ensure, before disposing of any media, that the IBM Design Kit or any portion contained thereon has been erased or destroyed. For purposes specifically related to MTC's Licensed Use of the IBM Design Kit, MTC may make the IBM Design Kit available to any of the following: (1) its Affiliates; (2) Representatives off MTC or MTC Affiliates; (3) Subcontractors of MTC or its Affiliates; and (4) IBM's Representatives (a) during the period they are IBM/MTC CONFIDENTIAL Page 24 on MTC's premises, or (b) whom MTC authorizes to have remote access to the IBM Design Kit. For purposes of this paragraph, "Subcontractors" shall mean, and shall be limited to, those persons who are contractually engaged full time on a temporary basis by MTC to perform the same semiconductor device design services as MTC's regular employees who have rightful access to the IBM Design Kit(s) hereunder and who perform such services only on the premises of MTC or its Affiliates. Before making the IBM Design Kit available, all such employees, Affiliates, and Subcontractors must be obligated to protect the IBM Design Kit(s) according to a prior written agreement of confidentiality with MTC having terms which are no less restrictive than set forth herein. TERM The license granted herein is effective for so long as the Agreement is in effect. Upon termination or expiration of the Agreement, the licenses set forth herein shall terminate. MTC agrees upon such termination to destroy (and certify to such destruction) the IBM Design Kit together with all elements (including SSM), copies, modifications and merged portions in any form. IBM/MTC CONFIDENTIAL Page 25 Attachment B ------------ (RIT and MPW Charges) Year 2000 charges RIT and MPW's (200mm wafers, wire bond) [*] RIT: 3LM: $ [*] 4LM: $ [*] 5LM: $ [*] C4: $ [*] additional charge RITB mask Charges: $ [*]/mask RITB one time engineering charges: $ [*] MPW: 5LM: $ [*] Target Cycle Time: [*] BiCMOS 7HP RIT: 4LM: $ [*] 5LM: $ [*] C4: $ [*] additional charge RITB mask Charges: $[*] /mask RITB one time engineering charges: $ [*] MPW: 5LM: $ [*] Target Cycle Time: [*] [*] and Follow-on [*] Process Prices to be determined at a later time IBM/MTC CONFIDENTIAL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Page 27 EX-10.14 4 0004.txt JOINT DEVELOPMENT AGREEMENT EFFECTIVE 5/18/00 IBM/MULTILINK CONFIDENTIAL JOINT DEVELOPMENT AGREEMENT EXHIBIT 10.14 JOINT DEVELOPMENT AGREEMENT BETWEEN INTERNATIONAL BUSINESS MACHINES CORPORATION AND MULTILINK TECHNOLOGY CORPORATION IBM/MULTILINK CONFIDENTIAL JOINT DEVELOPMENT AGREEMENT TABLE OF CONTENTS ARTICLE 1: DEFINITIONS ARTICLE 2: JOINT PROJECTS: MANAGEMENT AND STRUCTURE ARTICLE 3: MANUFACTURE AND SUPPORT ARTICLE 4: ROYALTIES AND AUDIT RIGHTS ARTICLE 5: RIGHTS AND LICENSES ARTICLE 6: CONFIDENTIALITY ARTICLE 7: INVENTIONS AND WORKS OF AUTHORSHIP ARTICLE 8: TERM AND TERMINATION ARTICLE 9: REPRESENTATIONS AND WARRANTIES ARTICLE 10: LIMITATION OF REMEDIES ARTICLE 11: NOTICES ARTICLE 12: GENERAL ARTICLE 13: GOVERNING LAW AND JURISDICTION EXHIBIT A, STATEMENTS OF WORK EXHIBIT B, IBM DESIGN KIT LICENSE AGREEMENT EXHIBIT C, CERTIFICATE OF ORIGINALITY,
IBM/MULTILINK CONFIDENTIAL JOINT DEVELOPMENT AGREEMENT PAGE 1 JOINT DEVELOPMENT AGREEMENT --------------------------- This Joint Development Agreement is made effective as of May 18, 2000 (the "Effective Date"), and is by and between International Business Machines Corporation, a corporation incorporated under the laws of the State of New York, having an office for the transaction of business at 2070 Route 52, Hopewell Junction, NY 12533 ("IBM"), and Multilink Technology Corporation, a corporation incorporated under the laws of California and having an office for the transaction of business at 2850 Ocean Park Boulevard, Suite 335, Santa Monica, CA 90405 ("MTC"). (IBM and MTC may be referred to herein individually as a "Party" or collectively as the "Parties"). Whereas the Parties have certain complimentary expertise in silicon germanium technology design and production and in microcontroller designs and technologies for Transport Layer Applications (as defined below). Now, therefore, the Parties are entering into this Agreement which will set forth the terms and conditions under which the Parties may engage in certain joint development activities, as may be agreed by the Parties from time to time pursuant to the procedures set forth herein. ARTICLE 1: DEFINITIONS ---------------------- Unless expressly defined and used with an initial capital letter in this Agreement, words shall have their normally accepted meanings. The word "shall" is mandatory, the word "may" is permissive, the word "or" is not exclusive, the words "includes" and "including" are not limiting, and the singular includes the plural. The following terms shall have the described meanings: 1.1 "Affiliate" of a Party means a Person at least fifty percent (50%) of whose (a) outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) or (b) if the Person does not have outstanding shares or securities, other ownership interest (representing the right to make the decisions for such Person) are now or hereafter owned or controlled, directly or indirectly, by such Party hereto, but such corporation, company or other entity shall be deemed to be an Affiliate only so long as such percentage of ownership or interest remains at least fifty percent (50%). 1.2 "Agreement" means the terms and conditions of this Joint Development Agreement together with any exhibits or attachments hereto including but not limited to any SOWs signed by both Parties and referring to this Joint Development Agreement, which are incorporated herein by this reference. 1.3 "Change of Control" means a change in ownership or control of a Person effected through any of the following transactions: IBM/MULTILINK CONFIDENTIAL PAGE 2 JOINT DEVELOPMENT AGREEMENT (i) a merger, consolidation or reorganization approved by the Person's equity holders, unless securities representing more than sixty percent (60%) of the total combined voting power of the voting securities of the successor entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned such Person's outstanding voting securities immediately prior to such transaction, (ii) any transfer or other disposition of all or substantially all of the Person's assets, or (iii) the acquisition, directly or indirectly, by any person or related group of persons other than the Person that is the subject of a Change of Control or an Affiliate of such Person or any Person currently owning, beneficially or of record, equity securities of such Person), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than forty percent (40%) of the total combined voting power of the Person's outstanding securities. 1.4 "Confidential Information" means IBM Confidential Information, MTC Confidential Information, or both if the context so indicates. 1.5 "Custom Sales Agreement" means the agreement so titled executed by and between the Parties concurrently with this Agreement. 1.6 "Design Completion" means the completion of the development of a Joint Product as evidenced by the written agreement of the PEC. 1.7 "Design Costs" means the actual incurred direct expenses associated with developing a Joint Product from Design Start until Design Completion and any other expenses mutually agreed to by the Project Team on a case by case basis. Design Costs shall include the compensation costs of either Party's employees who are assigned to a Joint Project at a per-person-year rate to be agreed upon by the parties in each SOW. 1.8 "Design Start" means the start of the design of a Product as evidenced by the execution of a Statement of Work applicable thereto by the Parties. 1.9 "Disclosing Party" means either Party hereunder that discloses its Confidential Information to the other Party. 1.10 "Error Correction" means any correction to the functional operation of a Joint Product, as described in the applicable Statement of Work or in the specifications developed pursuant to such Statement of Work, and any correction of a fundamental design flaw that causes an abnormally high level of failures in manufacturing or in customer systems using such Joint Product in a normal manner. The term Error IBM/MULTILINK CONFIDENTIAL PAGE 3 JOINT DEVELOPMENT AGREEMENT Correction also includes any screens or tests developed by a Party to detect an error or to verify the correction of an error in a Joint Product. 1.11 "Financial Coordinators" means the individuals referenced in Section 2.8. 1.12 "IBM Confidential Information" means any and all information and items disclosed or delivered by IBM to MTC hereunder, that is identified by IBM as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software). With respect to the IBM Confidential Information referenced in the preceding sentence, IBM agrees (i) to coordinate and control the disclosure thereof with MTC's Technical Coordinator, (ii) if such IBM Confidential Information is disclosed in tangible form, IBM will stamp or otherwise clearly mark such information as IBM Confidential Information, and (iii) if such Confidential Information is disclosed orally, IBM agrees to identify the Confidential Information as confidential at the time of disclosure, and provide to MTC written confirmation thereof within thirty (30) days after such disclosure. Notwithstanding the foregoing, the term "IBM Confidential Information" shall also include the following information and items disclosed by IBM to MTC hereunder, whether or not identified by IBM as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software): all product or circuit designs (including schematics, GDS II data, net lists, VHDL code, RTL code, block diagrams and simulation techniques), deliverables, manufacturing processes and techniques, IBM Technology, Joint Technology, product and marketing plans, cost data relating to a Joint Project. 1.13 "IBM Design Kit" shall have the meaning set forth in the IBM Design Kit License Agreement attached hereto as Exhibit B and shall also include any semiconductor manufacturing process information and any semiconductor packaging information delivered to MTC pursuant to this Agreement. 1.14 "IBM Licensed Patent Claims" means the claims, other than claims covering a semiconductor manufacturing process, of any patent: 1.14.1 which are necessarily infringed in the manufacture or sale or other transfer of Joint Products and/or MTC Licensed Products, but with respect to MTC Licensed Products to the extent, and only to the extent, that such MTC Licensed Products are based on designs contained in the IBM Technology and/or the Joint Technology; and 1.14.2 under which patents, claims or the relevant patent applications therefore, IBM has the right to grant licenses to MTC of the scope granted in Section 5.8 below, without such grant or the exercise of rights thereunder resulting in the payment of royalties or other consideration by IBM to third parties. The term "IBM Licensed Patent Claim" shall also include the corresponding claims of any reissued or reexamined patents containing any of the aforesaid claims provided they continue to meet the aforesaid criteria. IBM/MULTILINK CONFIDENTIAL PAGE 4 JOINT DEVELOPMENT AGREEMENT 1.15 "IBM Licensed Product" means any integrated circuit, chip set, module, or other item, including packages and control software therefor, having all or any portion of its design based on or derived from MTC Technology or the Joint Technology but which IBM Licensed Product is not itself a Joint Product. 1.16 "IBM Technology" means (i) the information listed in a Statement of Work as being provided by and that is actually provided by IBM (ii) any other information IBM provided by IBM pursuant to a Statement of Work, including technical information, know-how, trade secrets, maskworks and other information including maskwork rights and copyrights therefor, if any, and (iii) any Error Corrections provided by IBM hereunder; but only to the extent such information described in (i), (ii) and (iii), above, is owned or controlled by IBM or licensed to IBM independently of a Joint Project and IBM has the free right to grant a license or a non-assertion right to the extent necessary for the implementation of said Joint Project. IBM Technology shall not include IBM Tools and IBM Design Kits. 1.17 "IBM Tools" means software which is not commercially available and is either owned by IBM or under which IBM has the right to grant royalty-free licenses, and is used for the development, maintenance or implementation of an IBM deliverable in a Statement of Work. 1.18 "Integrated Circuit" means an integral unit including a plurality of active and passive circuit elements formed at least in part of semiconductor material arranged on or in a single chip. 1.19 "Invention" means any idea, design, concept, technique, invention, discovery or improvement, whether or not patentable, made solely or jointly by one or more employees or consultants of either IBM or MTC, provided that either the conception or reduction to practice occurs in the performance of work under a Joint Project. 1.20 "Joint Invention" means any idea, design, concept, technique, invention, discovery or improvement, whether or not patentable, made jointly by one or more employees or consultants of IBM with one or more employees or consultants of MTC, provided that either the conception or reduction to practice occurs in the performance of work under a Joint Project. 1.21 "Joint Product" means an Integrated Circuit, chip set, module or board or any other item specified on a Statement of Work to be jointly developed by the Parties hereunder. 1.22 "Joint Project" means joint development work described in a Statement of Work. 1.23 "Joint Technology" means, unless specified otherwise in a Statement of Work, those Inventions or other materials consisting of the specific results of the Parties' partial or completed design and development work pursuant to Joint Projects, as embodied in all tangible, written, graphic, and other documentary forms as well as the PAGE 5 IBM/MULTILINK CONFIDENTIAL JOINT DEVELOPMENT AGREEMENT intangible forms, and shall include but not be limited to the following: program material, design information, engineering notes, Joint Project design databases, simulation models, functional test vectors, design tool and design methodology information, semiconductor chip databases and topographies, and designs and any tools developed as part of a Joint Product (but not including any part of any IBM Tools or MTC Tools). 1.24 "MTC Confidential Information" means any and all information and items disclosed or delivered by MTC to IBM hereunder, that is identified by MTC as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software). With respect to the MTC Confidential Information referenced in the preceding sentence, MTC agrees (i) to coordinate and control the disclosure thereof with IBM's Technical Coordinator, (ii), if such MTC Confidential Information is disclosed in tangible form, MTC will stamp or otherwise clearly mark such information as MTC Confidential Information, and (iii) if such Confidential Information is disclosed orally, MTC agrees to identify the Confidential Information as confidential at the time of disclosure, and provide to IBM written confirmation thereof within thirty (30) days after such disclosure. Notwithstanding the foregoing, the term "MTC Confidential Information" shall also include the following information and items disclosed by MTC to IBM hereunder, whether or not identified by MTC as confidential, whether written, oral or both, in whatever form disclosed or delivered, whether tangible or intangible (including software): all product or circuit designs (including schematics, GDS II data, net lists, VHDL code, RTL code, block diagrams and simulation techniques), deliverables, manufacturing processes and techniques, MTC Technology, Joint Technology, product and marketing plans, cost data relating to a Joint Project. 1.25 "MTC Licensed Patent Claims" means the claims, other than claims covering a semiconductor manufacturing process, of any patent: 1.25.1 which are necessarily infringed in the manufacture or sale or other transfer of Joint Products and/or IBM Licensed Products, but with respect to IBM Licensed Products, to the extent, and only to the extent, that such IBM Licensed Products are based on designs contained in the MTC Technology and/or the Joint Technology; and 1.25.2 under which patents, claims or the relevant patent applications therefore, MTC has the right to grant licenses to IBM of the scope granted in Section 5.9 below, without such grant or the exercise of rights thereunder resulting in the payment of royalties or other consideration by MTC to third parties. The term "MTC Licensed Patent Claim" shall also include the corresponding claims of any reissued or reexamined patents containing any of the aforesaid claims provided they continue to meet the aforesaid criteria. 1.26 "MTC Licensed Product" means any Integrated Circuit, chip set, module, or other item, including packages and control software therefor, having all or any portion of its design based on or derived from IBM Technology or Joint Technology but which MTC Licensed Product is not itself a Joint Product. IBM/MULTILINK CONFIDENTIAL PAGE 6 JOINT DEVELOPMENT AGREEMENT 1.27 "MTC Technology" means (i) the information listed in a Statement of Work as being provided by and that is actually provided by MTC, (ii) any other information provided by MTI pursuant to a Statement of Work including technical information, know-how, trade secrets, maskworks, and other information, including maskwork rights and copyrights therefor, if any, and (iii) any Error Corrections provided by MTC hereunder; but only to the extent such information described in (i), (ii) and (iii), above, is owned or controlled by MTC or licensed to MTC independently of a Joint Project and MTC has the free right to grant a license or a non-assertion right to the extent necessary for the implementation of said Joint Project. MTC Technology shall not include MTC Tools. 1.28 "MTC Tools" means software which is not commercially available and is either owned by MTC or under which MTC has a right to grant royalty-free licenses, and is used for the development, maintenance or implementation of a MTC deliverable in a Statement of Work. 1.29 "Net Selling Price" for each Product means the net revenue recorded by a Party with respect to that Product sold, leased, or otherwise transferred by the Selling Party, less (a) shipping, (b) insurance, and (c) sales, value added, use or excise taxes, to the extent to which they are actually paid or allowed, and less allowances to the extent they are actually allowed as determined in accordance with generally accepted accounting principles consistently applied. If a Product is sold, leased, or otherwise transferred in a higher level of assembly or in the course of a transaction that includes other products or services with no separate bona fide price charge for the Product, the applicable Net Selling Price for the purpose of calculating royalties shall be the fair market value of the Product itself without the rest of the assembly but not less than the average Net Selling Price of all such Products sold, leased, or otherwise transferred to a third party by such Party during the preceding calendar quarter (or if there are no sales in such preceding calendar quarter as determined in good faith by the PEC). 1.30 "PDT Leader" means the individual appointed initially by IBM and subsequently by the PEC pursuant to Section 2.6 to ensure that appropriate development processes are followed for the Joint Projects. 1.31 "Party(ies)" means MTC and/or IBM. 1.32 "Person" shall mean any individual, corporation, partnership, joint venture, trust, limited liability company, business association, governmental entity or other entity. 1.33 "Product" means a MTC Licensed Product, IBM Licensed Product, or Joint Product. 1.34 "Project Executive Committee" or "PEC" means the committee established by the Parties pursuant to Section 2.3 to oversee the work to be conducted under this Agreement. IBM/MULTILINK CONFIDENTIAL PAGE 7 JOINT DEVELOPMENT AGREEMENT 1.35 "Project Executive Director" means the individual appointed initially by MTC and subsequently by the PEC pursuant to Section 2.5 to provide day-to-day oversight of the Joint Projects. 1.36 "Project Team" means a working team, consisting of personnel of the Parties and, as specifically set forth in Section 2.10 hereof, which shall manage and implement Joint Projects as defined in a Statement of Work. 1.37 "Receiving Party" means either Party hereunder that receives the other Party's Confidential Information. 1.38 "Representative" means, with respect to a Party, that Party's agents, representatives and employees (including attorneys, accountants, consultants, contract employees and advisors). 1.39 "Statement or Work" or "SOW" means a written agreement executed by both Parties describing a Joint Project in substantially the form set forth in Exhibit A. 1.40 "Technical Coordinators" means the individuals referenced in Section 2.7. 1.41 "Term" means the period from [*] through [*]. 1.42 "Transport Layer Application" means high performance transceivers connecting data communications and telecommunications equipment to a fiber optic infrastructure. Examples include [*], [*], and [*] applications. ARTICLE 2 - JOINT PROJECTS: MANAGEMENT AND STRUCTURE ---------------------------------------------------- 2.1 The Parties agree to cooperate on Joint Projects for the design of certain Joint Products useful in Transport Layer Applications. Each Joint Project or other development work to be performed by the Parties hereunder shall be the subject of a Statement of Work which shall be an attachment hereto. Each Statement of Work will establish the specifications for the Joint Product(s), a detailed plan for the conduct of the work and the schedule for task completion, a staffing commitment for each Party, the deliverables, including technology, to be provided by each Party for use in the Joint Project, and the documentation and other output requirement for the Joint Project results. Each Statement of Work will set forth a budget for the Design Costs for the Joint Project described therein. The actual Design Costs will be shared by the Parties equally. In the event of a conflict between the provisions of a Statement of Work and the provisions of this Joint Development Agreement, the provisions of the Statement of Work will prevail. 2.2 The initial Joint Projects are described in the Statements of Work attached hereto as Exhibits A-1 - A._. Future Joint Projects, if any, will be documented in a similar manner and will become a part of this Agreement upon signature by the PEC member Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote Omissions. IBM/MULTILINK CONFIDENTIAL PAGE 8 JOINT DEVELOPMENT AGREEMENT of each Party. Neither Party will be obligated with respect to any proposed Joint Project until and unless a Statement of Work with respect thereto is signed by both Parties. Neither Party has an obligation to agree to any additional Statements of Work. Joint Projects are expected to be performed by teams made up of employees of both Parties and are expected to be performed at one or more of a Party's locations. The location(s) at which such work will be performed will be specified in the applicable Statement of Work. 2.3 The Parties hereby create a Project Executive Committee, which shall consist of two (2) members, one appointed by each Party, to propose or review any new Joint Projects, review the progress of the Joint Projects to ensure that the Joint Projects remain in line with the Parties' objectives, propose, review or approve any needed adjustments in the various tasks to be performed by the Parties and the time schedule, review whether any of the Joint Projects should be extended, changed or terminated, and attempt to resolve in good faith any issues arising with respect to this Agreement or any Joint Project. 2.4 The PEC is comprised initially of the following individuals: (i) for MTC: Richard Nottenburg (ii) for IBM: Chris King Each Party may change its members of the PEC by written notice to the other Party. The PEC will conduct regular meetings on dates and at locations as the members mutually shall determine. Meetings of the PEC may be held in person, by teleconference or by video conference. 2.5 MTC will appoint a Project Executive Director to provide day-to-day oversight and coordination of the Joint Projects. The Project Executive Director may be changed by written agreement of the members of the PEC. 2.6 IBM will appoint a PDT Leader who will work with the Project Executive Director, the Project Team leaders and the Project Teams to ensure that appropriate development processes are being followed for all of the Joint Projects. The PDT Leader may be changed by written agreement of the members of the PEC. 2.7 Each Party shall appoint a Technical Coordinator to oversee its technical contributions to the Joint Projects and to interface with the Technical Coordinator of the other Party to help ensure that the Project Teams have appropriate technology and that the Parties' respective technical contributions across the Joint Projects are balanced. The Technical Coordinators jointly must approve any additional material technology contributions to a Joint Project by either Party which are not referenced in the applicable Statement of Work. The Technical Coordinators may agree upon changes to the technical aspects of a Statement of Work, provided that such changes do not materially alter the schedules or the deliverables and do not result in an uneven contribution of IBM/MULTILINK CONFIDENTIAL PAGE 9 JOINT DEVELOPMENT AGREEMENT resources or division of Design Costs associated with the Statement or Work. All other changes must be approved by the PEC and memorialized in a written amendment to this Agreement or the Statement of Work which is signed by authorized representatives of each Party. The Technical Coordinators shall also interface regularly with the Project Executive Director and Project Teams and advise the PEC on any necessarily or helpful modifications to signed Statements of Work as well as potential technical contributions to Statements of Work under consideration. With respect to copyrightable materials contained in any IBM Tools or MTC Tools delivered pursuant to a Joint Project, upon request from the receiving Technical Coordinator, the Technical Coordinator of the Party who delivered such materials shall provide the Technical Coordinator making such request with a Certificate of Originality for such materials in the form attached hereto as Exhibit C. Each Party shall retain their copyrights in any IBM Tools or MTC Tools, respectively. 2.8 Each Party will appoint a Financial Coordinator to monitor the budgets and spending for the Joint Projects to interface with the Financial Coordinator of the other Party and the PEC, the Project Executive Director and the Project Teams to help ensure that the spending on the Joint Projects is appropriate, as determined by the Parties in good faith. 2.9 Individual(s) appointed by each Party pursuant to Sections 2.5, 2.6, 2.7, and 2.8 may, at the appointing Party's sole discretion, simultaneously hold any of the other positions appointed by such Party pursuant thereto. 2.10 Upon execution of each Statement of Work, the PEC will establish a Project Team leader and a Project Team to perform the activities of the Joint Project described therein. The responsibilities of a Project Team relating to any Joint Project will be further detailed in the applicable Statement of Work and shall include: (i) submission of adjustments to any Statement of Work to the Project Executive Director for review and agreement prior to being submitted to the PEC for consideration and then to the Parties for appropriate amendment of the applicable Statement of work; (ii) making regular presentations to the PDT Leader, the Project Executive Director and, if requested, the PEC of the progress of any Joint Project; (iii) performing the development as described in the Statement of Work and working with the PDT Leader to ensure that appropriate development processes are being followed; and (iv) generation of all deliverables as described in the SOW which shall include all engineering documentation and specifications for the development, design, simulation, verification, manufacture, and test of a Joint Product. IBM/MULTILINK CONFIDENTIAL PAGE 10 JOINT DEVELOPMENT AGREEMENT 2.11 A Project Team shall be comprised of the number of employees of the Parties set forth in the applicable Statement of Work which will also set forth, among other things, the required professional level and experience of such employees. The Parties intend for each Party to assign an equal number of employees to the Joint Projects. If the assignment of employees to a Joint Project by each Party becomes significantly disproportionate, as determined in good faith by the PEC, the PEC will endeavor in good faith to find a way to level the Parties' respective overall contributions to the Joint Projects. Unless otherwise expressly agreed in writing by the Parties to the contrary, each Party shall pay all of the expenses (including wages, benefits, travel, and lodging) of its own employees or agents. The PEC may agree in writing to increase or decrease the number of employees of the Parties to be allocated to specific tasks on a Project Team. 2.12 Each Party agrees that its employees shall comply in all material respects with all reasonable personnel, human resources, security and safety rules, procedures and guidelines of the other Party applicable to contractors resident at or visiting the premises of such Party while such employees are on the other Party's premises. Each Party shall provide to the other a set of documents setting forth all such rules, procedures and guidelines. 2.13 Personnel supplied by each Party are employees of the supplying Party and shall not for any purpose be considered employees or agents of the other Party. Each Party shall be responsible for the supervision, direction and control, payment of salary (including withholding of taxes), worker's compensation insurance, disability benefits and the like of its own employees while engaged in any Joint Project in accordance with the law of the state or states wherein a Joint Project is to be performed. 2.14 To the extent permitted by law, during the Term and for one year thereafter, MTC and the Microelectronics Division of IBM each agrees neither to solicit nor hire the employees of the other Party performing services hereunder without the prior written consent of the other Party. 2.15 Each Party (a "Hosting Party") allowing employees of the other Party (an "Assigning Party") to work on its premises assumes no liability to the Assigning Party for any injury, (including death) to persons or damage to or loss of property suffered on or about the such Hosting Party's premises or in connection with work under this Agreement unless caused by the willful misconduct or gross negligence of the Hosting Party, its employees or invitees (other than employees of the Assigning Party). Each Hosting Party makes no representation or warranty, written or oral, of any kind as to the condition of or the fitness for any purpose of its premises. ARTICLE 3 - MANUFACTURING AND SUPPORT AND UPDATES OF JOINT ---------------------------------------------------------- PRODUCTS -------- IBM/MULTILINK CONFIDENTIAL PAGE 11 JOINT DEVELOPMENT AGREEMENT 3.1 IBM will manufacture or have manufactured the Joint Products for MTC pursuant to the terms of the Custom Sales Agreement. MTC agrees that for the term of this Agreement, IBM will be the sole provider of Joint Products to MTC and will be given an opportunity to be a provider of MTC Licensed Products to MTC. IBM agrees that for the term of this Agreement, IBM will sell all Joint Products and MTC Licensed Products manufactured by IBM for MTC under a foundry arrangement to MTC at foundry prices pursuant to the Custom Sales Agreement. 3.2 The Parties will work together on a plan to jointly promote the Joint Products. Neither Party will be obligated to perform any promotional activities unless it expressly agrees in writing to do so. 3.3 The Parties will engage in the cross training and support activities for Joint Projects as provided in the applicable Statement of Work. 3.4 During the period in which this Agreement is in effect and for one year thereafter, each Party will promptly notify the other Party of any errors in Joint Products which it becomes aware of and will provide the other Party with any and all Error Corrections it makes to the Joint Products promptly after such Error Corrections are developed. ARTICLE 4 - ROYALTIES AND AUDIT RIGHTS -------------------------------------- 4.1 In consideration of the licenses granted by IBM herein, MTC agrees to pay IBM a royalty of: (a) [*] percent ([*]%) of the Net Selling Price of each Joint Product sold or otherwise transferred by MTC, its Affiliates, distributors, or sublicensees to a third party; (b) [*] percent ([*]%) of the Net Selling Price of each MTC Licensed Product sold or otherwise transferred by MTC, its Affiliates, distributors, or sublicensees to a third party if the percentage of the total Integrated Circuit surface area (excluding areas occupied solely by memory functions) occupied by the IBM Technology or the Joint Technology, or a combination thereof, is greater than [*] percent ([*]%); and (C) [*] percent ([*]%) of the Net Selling Price of each MTC Licensed Product sold or otherwise transferred by MTC, its Affiliates, distributors, or sublicensees to a third party, if the percentage of the total Integrated Circuit surface area (excluding areas occupied solely by memory functions) occupied by the IBM Technology or the Joint Technology, or a combination thereof, is [*] percent ([*]%) or less. (d) For clarity, since MTC may purchase Joint Products and MTC Licensed Products from IBM under a foundry arrangement at foundry prices pursuant to the Custom Sales Agreement, the royalties specified in Sections 4.1(a), 4.1(b), and 4.1(c) shall apply to Joint Products and MTC Licensed Products sold or otherwise transferred by MTC, its Affiliates, distributors, or sublicensees to a third party either Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. PAGE 12 IBM/MULTILINK CONFIDENTIAL JOINT DEVELOPMENT AGREEMENT as a stand alone product or in a higher level of assembly, even if such Products were purchased by MTC from IBM. 4.2 In consideration of the licenses granted by MTC herein, IBM agrees to pay MTC a royalty of: (a) [*] percent ([*]%) of the Net Selling Price of each Joint Product sold or otherwise transferred by IBM, its Affiliates, distributors, or sublicensees to a third party, (b) [*] percent ([*]%) of the Net Selling Price of each IBM Licensed Product sold or otherwise transferred by IBM, its Affiliates, distributors, or sublicensees to a third party if the percentage of the total Integrated Circuit surface area (excluding areas occupied solely by memory functions) occupied by the MTC Technology or the Joint Technology, or a combination thereof, is greater than [*] percent ([*]%), and (c) [*] percent ([*]%) of the Net Selling Price of each IBM Licensed Product sold or otherwise transferred by IBM, its Affiliates, distributors, or sublicensees to a third party, if the percentage of the total Integrated Circuit surface area (excluding areas occupied solely by memory functions) occupied by the MTC Technology or the Joint Technology, or a combination thereof, is [*] percent ([*]%) or less. (d) For clarity, the royalties specified in Sections 4.2(a), 4.2(b), and 4.2(c) shall apply to Joint Products and IBM Licensed Products sold or otherwise transferred by IBM, distributors of Persons that are Affiliates as of the date hereof, or sublicensees to a third party either as a stand alone product or in a higher level of assembly, even if such Products were purchased by IBM from MTC. 4.3 Royalty Exceptions: Neither Party has any royalty obligation for: a. Products used for such Party's, or its Subsidiaries', distributors', or sublicensees' internal use, development, maintenance or support activities, marketing demonstrations, customer testing, prototypes, or product training or education, b. Documentation provided with a Product, c. Products sold by IBM to MTC pursuant to a Custom Sales Agreement, and d. Products transferred as warranty replacements. 4.4 End of Royalties: Each Party's royalty obligations hereunder with respect to a Product shall be paid-up [*] years after the first sale of such Product by such Party, its Affiliate, its distributor or sublicensee. Notwithstanding the previous sentence, in no event shall either Party owe any royalties under this Agreement for Products sold or otherwise transferred more than [*] years after termination or expiration of this Agreement. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 13 JOINT DEVELOPMENT AGREEMENT 4.5 All royalties owed hereunder shall be paid within sixty (60) days after the end of each calendar quarter. All payments shall be made by wire transfer to the applicable account listed below, shall be free of all banking charges, and shall be paid in U.S. Dollars. For Payments to MTC: Multilink Technology Corporation IMPERIAL BANK 2015 Manhattan Beach Blvd. Redondo Beach, CA 90278 Account No. [*] ABA Routing No. [*] SWIFT No. [*] Bank Telephone: (800) 505-0534 For Payments to IBM: IBM Corporation Director of Licensing The Bank of New York 48 Wall Street New York, NY 10286 Account No. [*] ABA Routing No. [*] IBM Bank Contact: John Maguire [*] Include the following information in the wire detail: Company Name Reason for Payment License Reference No. 4.6 Except as expressly provided in this Article 4 "ROYALTIES AND AUDIT RIGHTS", as expressly provided in a Statement of Work, neither Party shall be entitled to any further payment, cost reimbursement, or other compensation from the other for services, deliverables and rights granted to the other Party hereunder. Unless otherwise specified in the Statement of Work, each party shall bear all its own expenses incurred in negotiating and rendering performance, including facilities, work space, computers and computer time, utilities, management, clerical reproduction services, supplies, and the like. 4.7 Each Party owing royalties pursuant to this Agreement shall maintain a complete, clear and accurate record of the number and type of Products, features and/or systems Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 14 JOINT DEVELOPMENT AGREEMENT shipped by it and other relevant information to the extent it is required to determine whether such Party is paying the correct royalty amount hereunder. To ensure compliance with the terms of this Agreement, the Party entitled to receive royalties hereunder shall have the right to have an inspection and audit of all the relevant accounting and sales books and records of the owing Party. The audit will be conducted by an independent audit firm mutually acceptable to both Parties, and shall be conducted following reasonable prior written notice during regular business hours at the audited Party's offices and in such a manner as not to interfere with the audited party's normal business activities. In no event shall audits be made hereunder more frequently than every twelve (12) months. If any audit should disclose any underpayment, the Party underpaying shall promptly (but in any event within thirty (30) days) pay the difference. The independent accountant referred to herein shall be under a confidentiality agreement as required by the audited Party and shall not disclose to the auditing Party any Confidential Information of the audited Party. The independent audit firm's fee will be paid by the Party seeking the audit unless the report of the audit firm determines that the audited Party has underpaid royalties during the period of the audit in an amount exceeding the greater of fifteen percent (15%) of the royalties owed or one hundred thousand dollars ($100,000). In the event such an underpayment is reported, the audited Party shall pay the audit firm's reasonable fee within thirty (30) days of the receipt of the report or submit evidence to dispute the finding of such underpayment. The independent audit firm referred to herein shall not be paid by the auditing Party on a contingency fee basis. ARTICLE 5 - RIGHTS AND LICENSES ------------------------------- 5.1 Unless otherwise agreed in a Statement of Work with respect a particular Joint Project, subject to Section 5.2 below, all copyrightable materials contained in the Joint Technology shall be the joint property of both IBM and MTC, and both Parties shall own the copyright in all such materials jointly. Such ownership right shall include all rights under copyright law, including the right to use, execute, reproduce, display, perform, prepare derivative works based upon, and distribute (internally and externally) copies of any and all such materials and derivative works thereof, and to authorize others to do any of the foregoing, without accounting, subject to the obligations with respect to Confidential Information as set forth in Article 6 of this Agreement. Neither Party shall have an obligation to file any copyright applications with respect to any Joint Technology; however, any application voluntarily filed by either Party shall state that the authors of such Joint Technology are IBM and MTC as joint authors. 5.2 Notwithstanding Section 5.1, IBM will continue to own the IBM Technology and MTC will continue to own the MTC Technology. 5.2.1 With regard to copyrightable materials contained in IBM Technology other than those specified in Section 5.1, IBM hereby grants to MTC and its Affiliates an irrevocable, nonexclusive, worldwide and royalty-free license to all rights in such IBM Technology under the copyright laws, including to use, execute, reproduce, display, perform, prepare derivative works based upon, and distribute IBM/MULTILINK CONFIDENTIAL PAGE 15 JOINT DEVELOPMENT AGREEMENT (internally and externally) copies of any and all such materials and derivative works thereof, and to authorize others to do any of the foregoing, subject to the obligations with respect to Confidential Information as set forth in Article 6 of this Agreement. 5.2.2 With regard to copyrightable materials contained in MTC Technology other than those specified in Section 5.1, MTC hereby grants to IBM and IBM Affiliates an irrevocable, nonexclusive, worldwide and royalty-free license to all rights in such MTC Technology under the copyright laws, including to use, execute, reproduce, display, perform, prepare derivative works based upon, and distribute (internally and externally) copies of any and all such materials and derivative works thereof, and to authorize others to do any of the foregoing, subject to the obligations with respect to Confidential Information as set forth in Article 6 of this Agreement. 5.3 IBM hereby grants to MTC under the IBM Tools and MTC hereby grants to IBM under the MTC Tools, an irrevocable, nonexclusive, worldwide and royalty-free license to use, execute, display and perform such IBM Tools or MTC Tools, as the case may be, only for the purpose of developing, maintaining, or implementing a deliverable in a Statement of Work and for developing, maintaining and implementing Joint Products, IBM Licensed Products and MTC Licensed Products, as the case may be, subject to the obligations with respect to Confidential Information as set forth in Article 6 of this Agreement. 5.4 MTC hereby grants to IBM under MTC Technology an irrevocable, worldwide, nonexclusive, nontransferable (except to IBM Affiliates) license to make, have made, use, lease and sell Joint Products and IBM Licensed Products, subject to the royalty obligations set forth in Article 4. 5.5 The license granted to IBM in Section 5.4 shall include the right of IBM to sublicense to IBM Affiliates and the right of such sublicensed Affiliates to sublicense to other IBM Affiliates. Each such sublicensed Affiliate shall be bound by the terms and conditions of this Agreement as if it were named herein in the place of IBM. Any sublicense granted to an IBM Affiliate shall terminate on the date such Affiliate ceases to be an Affiliate of IBM. 5.5.1 Upon the termination or expiration of this Agreement, to the extent that MTC Technology is contained in the Joint Technology, the license granted to IBM in Section 5.4 shall include the right of IBM to grant revocable or irrevocable sublicenses to third parties, provided, however, that if this Agreement is terminated by MTC pursuant to the provisions of Section 8.5 hereof, such right to grant sublicenses shall not commence until [*] after such termination. The granting of any such third party sublicenses shall not in any way relieve IBM of its obligations under this Agreement. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 16 JOINT DEVELOPMENT AGREEMENT 5.6 IBM hereby grants to MTC under IBM Technology an irrevocable, worldwide, nonexclusive, nontransferable (except to MTC Affiliates) license to make, have made, use, lease and sell Joint Products and MTC Licensed Products, subject to the royalty obligations set forth in Article 4. With respect to any IBM Design Kit included in a Statement of Work, IBM grants to MTC the license set forth in the IBM Design Kit License, attached hereto as Exhibit B. 5.7 The license granted to MTC in Section 5.6 shall include the right of MTC to sublicense its Affiliates and the right of such sublicensed Affiliates to sublicense other Affiliates. Each sublicensed Affiliate shall be bound by the terms and conditions of this Agreement as if it were named herein the place of MTC. Any sublicense granted to an MTC Affiliate shall terminate on the date such Affiliate ceases to be an Affiliate of MTC. 5.7.1 Upon the termination or expiration of this Agreement, to the extent that IBM Technology is contained in the Joint Technology, the license granted to MTC in Section 5.6 shall include the right of MTC to grant revocable or irrevocable sublicenses to third parties, provided, however, that if this Agreement is terminated by IBM pursuant to the provisions of Section 8.5 hereof, such right to grant sublicenses shall not commence until [*] after such termination. The granting of any such third party, sublicenses shall not in any way relieve MTC of its obligations under this Agreement. 5.8 IBM hereby grants to MTC and its Affiliates a non-exclusive, nontransferable, irrevocable license under the IBM Licensed Patent Claims to make, have made, use, lease, sell, offer for sale, import, and otherwise transfer Joint Products and MTC Licensed Products, solely to the extent necessary to exercise its licensed rights as set forth in Section 5.6, subject to the royalty obligations set forth in Article 4. MTC shall have no right to grant licenses or sublicenses under this Section 5.8 to any entity. No license, immunity or other right is granted under this Section 5.8 by IBM either directly, by implication, estoppel, or otherwise: 5.8.1 other than under the IBM Licensed Patent Claims; or 5.8.2 with respect to any other product or item other than a Joint Product or an MTC Licensed Product, whether or not such other product or item is used in or in conjunction with a Joint Product or an MTC Licensed Product. 5.9 MTC hereby grants to IBM and its Affiliates a non-exclusive, nontransferable, irrevocable license under the MTC Licensed Patent Claims to make, have made, use, lease, sell, offer for sale, import, and otherwise transfer Joint Products and IBM Licensed Products, solely to the extent necessary to exercise its licensed rights as set forth in Section 5.4, subject to the royalty obligations set forth in Article 4. IBM shall have no right to grant licenses or sublicenses under this Section 5.9 to any entity. No license, immunity or other right is granted under this Section 5.9 by MTC either directly, by implication, estoppel, or otherwise: Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 17 JOINT DEVELOPMENT AGREEMENT 5.9.1 other than under the MTC Licensed Patent Claims; or 5.9.2 with respect to any other product or item other than a Joint Product or an IBM Licensed Product, whether or not such product or item is used in or in conjunction with a Joint Product or an IBM Licensed Product. 5.10 Each Party agrees that it will not assert against the other Party any patent claims covering a semiconductor manufacturing process, to the extent and only to the extent that such semiconductor manufacturing process is used to manufacture a Joint Product, an IBM Licensed Product or an MTC Licensed Product, as the case may be. ARTICLE 6 - CONFIDENTIAL INFORMATION ------------------------------------ 6.1 For a period of seven (7) years from the date of disclosure of Confidential Information, the Receiving Party agrees to use the same degree of care and discretion to keep the Disclosing Party's Confidential Information confidential as it uses with its own similar information that it wishes to keep confidential. The Confidential Information received by a Receiving Party shall not be used for any purpose other than in connection with exercising the rights and licenses granted to it under this Agreement, subject to the obligation of confidentiality and subject to the terms and conditions of the licenses granted herein. Each Party agrees to inform its Representatives of the confidential nature of the other Party's Confidential Information, and each of such Representatives shall agree in writing to act in accordance with the terms and provisions of this Article 6. Each Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives. 6.1.1 Either Receiving Party may use the "Residuals" of the Disclosing Party's Confidential Information for any purpose, royalty-free, subject to the obligation of confidentiality. "Residuals" means the ideas, concepts, know-how and techniques, related to the Receiving Party's business activities, which are contained in the Disclosing Party's Confidential Information and retained in the unaided memories of the Receiving Party's employees who have had rightful access to the Disclosing Party's Confidential Information pursuant to this Agreement. 6.2 The Receiving Party may disclose the Confidential Information of the Disclosing Party only to: the Receiving Party's Representatives on a need-to- know basis, subject to the requirements of Section 6.1. 6.3 Notwithstanding any other provisions of this Agreement, the nondisclosure and use obligations specified herein shall not apply to any Confidential Information which: IBM/MULTILINK CONFIDENTIAL PAGE 18 JOINT DEVELOPMENT AGREEMENT 6.3.1 is already lawfully in the possession of the Receiving Party prior to being furnished to the Receiving Party by the Disclosing Party, provided that the source of such information was not and does not become known by the Receiving Party, prior to disclosure by the Receiving Party, to be prohibited from disclosing the information to the Receiving Party by legal, contract or fiduciary obligation to the Disclosing Party; 6.3.2 is independently developed by employees (without use of Confidential Information) of the Receiving Party or any of its Subsidiaries; 6.3.2 becomes generally publicly available without breach of this Agreement; 6.4.3 is rightfully received by the Receiving Party on a nonconfidential basis from a third party that is not known by the Receiving Party to be prohibited from disclosing the information to the Receiving Party by legal, contract or fiduciary obligation to the Disclosing Party; 6.3.4 is released for disclosure by the Disclosing Party with its written consent; or 6.3.6 is inherently and appropriately disclosed in the use, lease, marketing, sale, or other distribution of Joint Products and MTC Licensed Products, or IBM Licensed Products, as the case may be and publicly available supporting documentation therefor by or for the Receiving Party or any of its Affiliates. 6.4 Disclosure of Confidential Information shall not be precluded if such disclosure is: 6.4.1 in response to a valid order of a court or other governmental body; provided, however, that the Receiving Party shall first promptly provide the Disclosing Party prompt notice of the order and provide the Disclosing Party the opportunity to make a commercially reasonable effort to obtain a protective order or other appropriate remedy; provided that if such protective order is not obtained, or if the Disclosing Party waives compliance with the provisions of this Section 6.4.1 in writing, the Receiving Party will furnish only that part of the Confidential Information that the Receiving Party is legally required to be so disclosed and the Receiving Party shall exercise its best commercially reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to the Confidential Information so disclosed; or 6.4.2 otherwise required by law (prior to such disclosure, however, the Receiving Party will provide written notification to the Disclosing Party, signed by an executive of the Receiving Party, stating that the Receiving Party believes in good faith that the disclosure is required by law); or 6.4.3 necessary to establish the Receiving Party's rights under this Agreement. IBM/MULTILINK CONFIDENTIAL PAGE 19 JOINT DEVELOPMENT AGREEMENT 6.5 If any Confidential Information falls under an exception set forth in Sections 6.4.1 through 6.4.6 the Receiving Party shall not disclose that the Disclosing Party hereto was the source of that Confidential Information. 6.6 All Confidential Information not reasonably necessary or useful for the Receiving Party, but only to exercise the rights and licenses granted in this Agreement shall be returned to the Disclosing Party or destroyed by the Receiving Party upon termination of this Agreement. Any oral Confidential Information shall continue to be kept confidential and subject to the terms of this Agreement. ARTICLE 7 - INVENTIONS ---------------------- 7.1 Employees of IBM or MTC performing services under this Agreement who make an Invention, whether solely or jointly with others, shall agree to make and shall-promptly make a complete written disclosure to their employer for patent review of such Invention, in the normal course, specifically pointing out those features or concepts believed to be new or different. Each Party agrees to promptly submit to the other Party copies, marked as IBM Confidential Information or MTC Confidential Information as the case may be, of any written disclosures pertaining to Joint Inventions submitted exclusively to it, which submissions shall be subject to the confidentiality provisions of Article 6 of this Agreement. 7.2 Each Invention, other than a Joint Invention, shall be the property of the Party whose employees made the Invention (hereinafter "Owning Party") subject to a license which the Owning Party hereby grants to the other Party under such Invention and any patent protection obtained therefor. Upon request, the Owning Party shall advise the other Party of those countries, if any, wherein it intends to seek patent protection at its expense. The other Party may propose countries for filing in addition to those selected by the Owning Party. The Owning Party shall promptly notify the other Party, as to each proposed country, whether patent protection will be sought. For any proposed country wherein patent protection is not to be sought by the Owning Party, the other Party may elect to seek patent protection, at its own expense, but the Owning Party shall have title to any resulting patent, subject to the grant of a license to the other Party pursuant to the terms set forth in Section 7.6. 7.3 With respect to each Invention, other than a Joint Invention, the Owning Party upon request shall provide such other Party with a copy of the first English-language patent application so filed, the filing particulars of any corresponding foreign patent application, and, as may be requested by the other Party, copies of any such corresponding foreign patent applications and all official papers relating thereto. The Owning Party may also publish such Invention subject to the options granted to the other Party in Section 7.2. 7.4 Joint Inventions shall be jointly owned, title to all patents issued thereon shall be joint, all expense incurred in obtaining and maintaining such patents, except as provided hereinafter, shall be jointly shared and each Party shall have the unrestricted IBM/MULTILINK CONFIDENTIAL PAGE 20 JOINT DEVELOPMENT AGREEMENT right to license third parties thereunder without accounting. In the event that one Party elects not to seek patent protection for any Joint Invention in any particular country or not to share equally in the expense thereof with the other Party, the other Party shall have the right to seek or maintain such protection at its own expense in such country and shall have full control over the prosecution and maintenance thereof even though title to any patent issuing therefrom shall be jointly owned. 7.5 Each Party shall give the other Party all commercially reasonable assistance in obtaining patent protection and in preparing and prosecuting any patent application filed by the other Party, and shall cause to be executed assignments and all other instruments and documents as the other Party may consider reasonably necessary or appropriate to carry out the intent of this Section 7.5. 7.6 All licenses granted under Section 7.2 shall be worldwide, irrevocable, nonexclusive, nontransferable and royalty-free (except as set forth in Section 4 hereof); shall include the right to make, have made, use, have used, lease, sell, and/or otherwise transfer any apparatus, and to practice and have practiced any method. All such licenses shall include the right of the grantee to grant revocable or irrevocable sublicenses to its Affiliates, such sublicenses to include the right of the sublicensed Affiliates to correspondingly sublicense their own Affiliates. The term of any license granted under Section 7.2 shall extend for the full term of the licensed patent. 7.6.1 Upon the termination or expiration of this Agreement, all such licenses shall further include the right of grantee to grant revocable or irrevocable sublicenses to third Parties only under the Joint Technology but not under any patents or patent applications based thereon provided, however, that if this Agreement is terminated by either Party pursuant to the provisions of Section 8.5 hereof, the non-terminating party's right to grant sublicenses shall not commence until one (1) year after such termination. 7.7 Except as provided in Sections 7.2, 7.6 and 7.8 of this Agreement, nothing contained in this Section 7 shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications arising out of any other inventions of either Party. 7.8 The Parties shall grant to each other and do hereby grant to each other worldwide, irrevocable, non-exclusive, non-transferable and royalty-free licenses (except as set forth in Section 4 hereof) necessary to make, use, sell, display or otherwise exploit any Joint Products developed by the Parties hereunder. ARTICLE 8 - TERM AND TERMINATION -------------------------------- 8.1 The term of this Agreement shall begin on the Effective Date, and unless previously terminated as hereinafter set forth, shall remain in force for the Term. IBM/MULTILINK CONFIDENTIAL PAGE 21 JOINT DEVELOPMENT AGREEMENT 8.2 The term of a Statement of Work shall begin on the date it is last signed by IBM and MTC and continue until the expiration date stated in the Statement of Work, termination of the Statement of Work or the date of termination or expiration of this Agreement, whichever occurs first. Upon the agreement of the PEC, a Statement of Work may be terminated without terminating this Agreement. 8.3 Either Party may terminate this Agreement without cause upon [*] written notice to the other Party, provided that neither Party shall submit such a written notice of termination prior to March 31, [*] . Upon such termination, all SOWs will also terminate, provided that if a particular SOW states that it survives termination, then it shall survive. 8.4 A Party shall have the right to immediately terminate this Agreement with cause by giving written notice of termination to the other Party, upon the happening of any of the following events: 8.4.1 A determination by a court of competent jurisdiction that makes it unlawful for the Parties to continue the relationship contemplated by this Agreement; 8.4.2 If the other Party is in default of any of its material obligations under this Agreement and such default is not cured within thirty (30) days after receipt of a written notice from the notifying Party specifying such default; or 8.4.3 The other Party sells substantially all of its assets or the assets required to fulfill its obligations under this Agreement, or ceases doing business, is adjudged bankrupt or insolvent or files a petition for bankruptcy. 8.5 IBM shall have the right to immediately terminate this Agreement by giving written notice of termination to MTC if MTC undergoes a Change of Control and MTC shall have the right to immediately terminate this Agreement by giving written notice of termination to IBM if the IBM Microelectronics Division undergoes a Change of Control. 8.6 Upon expiration or termination of this Agreement, both Parties shall end all Joint Project(s) in process and the following shall apply: 8.6.1 Neither Party shall be under any obligation to make further disclosures of technical information of any kind to the other Party. 8.6.2 All royalty obligations set forth herein shall continue. Except as otherwise provided in this Section 8.6, neither Party shall be liable to the other for any expenses resulting from any termination of this Agreement without cause. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 22 JOINT DEVELOPMENT AGREEMENT 8.7 Any licenses or rights granted pursuant to this Agreement shall continue in perpetuity and shall survive any termination of this Agreement to permit each of the Parties to manufacture, sell, distribute, use, display or otherwise exploit any Joint Products, IBM Licensed Products and MTC Licensed Products developed by the Parties hereunder. In addition, Sections 2.13, 2.14 and 2.16, and Articles 4, 5, 6, 7, 8.3, 8.6, 8.7, 8.8, 9, 10, 11, 12 and 13 shall survive and continue following any expiration or termination of this Agreement. SECTION 9 - REPRESENTATIONS AND WARRANTIES ------------------------------------------ 9.1 Although the Parties will use all reasonable efforts in performing Joint Projects, the Parties acknowledge that the results of the design and development work to be performed are uncertain and cannot be guaranteed by either Party. Therefore, if a Party has exerted its reasonable efforts in the performance of its responsibilities under a Statement of Work, the failure to achieve schedules within the Statement of Work shall not constitute a breach of this Agreement. Further, neither Party warrants or assumes any liability in connection with the implementation or completion of any Joint Project or that its work under this Agreement will be error free. Any services provided by a Party shall be provided on an "AS IS" basis without warranty of any kind. 9.2 Each Party represents that it has agreements, including confidentiality agreements, with its employees and any other person with whom such agreement may be necessary sufficient to meet its obligations under this Agreement. 9.3 NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE JOINT PRODUCTS, THE TECHNOLOGY CONTRIBUTED, OR THE CONFIDENTIAL INFORMATION DISCLOSED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ARTICLE 10 - LIMITATION OF REMEDIES ----------------------------------- 10.1 In no event shall either Party be liable to the other Party for incidental damages, lost profits, lost savings or any other consequential damages, regardless of whether the claim is for breach of contract, warranty, tort (including negligence), failure of a remedy to accomplish its purpose or otherwise, even if such Party has been advised of the possibility of such damages. 10.2 In no event shall either Party be liable to the other Party for actual damages resulting from any claim relating to this Agreement in excess of $ [*] , regardless of the form of action, provided that this limitation will not apply to claims for royalty amounts due hereunder and claims for bodily injury or damage to real property or tangible personal property for which the Party is legally liable. 10.3 Neither Party will be liable for any damages claimed by the other Party based on any third party claim. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 23 JOINT DEVELOPMENT AGREEMENT ARTICLE 11 - NOTICES -------------------- 11.1 Any notice or other communication required or permitted to be made or given to either Party hereto pursuant to this Agreement shall be sent to such Party by facsimile, or by certified or registered mail, postage prepaid, addressed to the person named below and shall be deemed to have been made, given or provided on the date of facsimile transmission or mailing. IBM: IBM Corporation Drop 92X 1580 Route 52, Hopewell Junction, NY 12533 Fax: (914) 892- [*] Attention: Ms. Chris King Vice President, Wired Communications IBM Microelectronics Division With a copy to: IBM Corporation Drop 92B 1580 Route 52 Hopewell Junction, NY 10533 Fax: (914)-892- [*] Attention: Division Counsel, Microelectronics Division MTC: Multilink Technology Corporation 2850 Ocean Park Boulevard Santa Monica, CA 90405 Fax: (310) 581- [*] Attention: President With a copy to: Allen Matkins Leck Gamble & Mallory LLP 1999 Avenue of the Stars, Suite 1800 Los Angeles, CA 90067 Fax: (310) 788-2410 Attention: Mark J. Kelson 11.2 A Party hereto may change its address for the purposes of this Section 12 by giving ten (10) days prior written notice of such change of address to the other Party. ARTICLE 12 - MISCELLANEOUS -------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. IBM/MULTILINK CONFIDENTIAL PAGE 24 JOINT DEVELOPMENT AGREEMENT 12.1 Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of any Party hereto (including any contraction, abbreviation or simulation of any of the foregoing); and each Party hereto agrees not to disclose to other than its Affiliates the existence of or the terms and conditions of this Agreement, without the express written consent of the other Party except as may be required by law or government rule or regulation, or to establish its rights under this Agreement; provided, however that if one Party is seeking to disclose such information for reasons not requiring written consent, then the Disclosing Party shall limit the disclosure to the extent required, shall allow the other Party to review the information to be disclosed prior to such disclosure, and shall apply, where available, for confidentiality, protective orders, and the like. Such review under this Section shall not be construed to make the reviewing Party responsible for the contents of the disclosure, and the Disclosing Party shall remain solely responsible for such contents. 12.2 Nothing contained in this Agreement shall be construed as conferring on any Party any license or other right to copy the exterior design of any product of the other Party. 12.3 No license or immunity is granted by this Agreement by either Party to the other Party, either directly or by implication, estoppel, or otherwise, under any patent or other intellectual property right now owned or hereafter obtained, except as expressly provided herein. 12.4 Neither this Agreement nor any activities hereunder will impair any right of IBM or MTC to design, develop, manufacture, market, service or otherwise deal in, directly or indirectly, any products or services. Each Party may pursue activities independently with any third party even if similar to the activities under this Agreement. 12.5 Each Party is an independent contractor and is not an agent of the other Party for any purpose whatsoever. Neither Party will make any warranties or representations on the other Party's behalf, and it will not assume or create any obligation on the other Party's behalf. 12.6 Each Party ("Assigning Party") may, upon written notice to the other Party, assign its rights or obligations without the prior written consent of the other Party only in connection with a merger or a sale of all or substantially all of the assets of such Party relating to the subject matter of this Agreement to a third party unless such merger or sale would constitute grounds for the other ------ Party to terminate this Agreement pursuant to the provisions of Section 8.5 and the other Party does so terminate this Agreement within sixty (60) days after having been notified in writing of the merger of sale by the Assigning Party. In such event, the assignment may not occur until one (1) year after termination. Each Party may freely assign its rights to receive payment hereunder to any third party upon written notice the other Party. In all other instances, neither Party shall assign its rights or delegate or subcontract its obligations under this Agreement IBM/MULTILINK CONFIDENTIAL PAGE 25 JOINT DEVELOPMENT AGREEMENT without prior written permission from the other Party and attempt to do so without such permission shall be null and void. 12.7 Each Party will comply with all applicable federal, state and local laws, regulations and ordinances of the U.S. Government including, but not limited to, the regulations of the U.S. Government authorities relating to the export of commodities and technical data insofar as they relate to activities under this Agreement. Each Party agrees that Joint Products, design information, test results and any other technical data provided under this Agreement may be subject to restrictions under the export control laws and regulations of the United States of America, including but not limited to the U.S. Export Administration Act and the U.S. Export Administration Regulations. Neither Party shall export any Joint Product, design information or other technical data without appropriate government documents and approvals. 12.8 All monetary amounts that become due hereunder are in U.S. dollars. 12.9 This Agreement will not be binding upon the Parties until it has been signed herein below by or on behalf of each Party, in which event it shall be effective as of the date first written above. This Agreement and its Exhibits constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, between the Parties or any officer or representative thereof with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and signed on behalf of each Party by their respective representatives thereunto duly authorized. The requirement of written form may only be waived in writing. 12.10 Any waiver by either Party of any breach of, or failure to enforce at any time, any of the provisions of this Agreement, shall not be construed as or constitute a continuing waiver of such provision, or a waiver of any other provision of this Agreement, nor shall it in any way affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every provision of this Agreement. 12.11 If any provision of this Agreement is found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, the availability, legality and enforceability of any such provision in every other respect and the remainder of this Agreement shall continue in effect so long as it still expresses the intent of the Parties. If it no longer expresses the intent of the Parties, the Parties will negotiate a satisfactory alternative to such provision; if, after reasonable efforts, such alternative cannot be found, this Agreement shall be terminated. 12.12 This Agreement and all exhibits or attachments hereto shall be executed in English, and such English text shall prevail over any translation thereof. All notices referred to hereunder shall also be written in English, or joined to an English translation made under the sender's responsibility and at its cost, which English translation shall IBM/MULTILINK CONFIDENTIAL PAGE 26 JOINT DEVELOPMENT AGREEMENT then prevail over the corresponding original, each Party being entitled to disregard any document sent under this Agreement in any language other than English. 12.13 No action, regardless of form, arising out of this Agreement may be brought by either Party more than two (2) years after the date the cause of action has arisen. 12.14 Either Party hereto shall be excused from the fulfillment of any obligation under this Agreement with the exception of payment obligations for so long as and to the extent such fulfillment may be hindered or prevented by any circumstance of force majeure, such as but not limited to, acts of God, war whether declared or not, riot, lockout, fire, shortages of materials or transportation, power failures, national or local government regulations, or any other circumstances outside its control. 12.15 Headings used in this Agreement are for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of this Agreement. References to any given section of this Agreement are intended by the Parties to include any subsections of such section. 12.16 If there is a conflict between this Agreement and a Statement of Work, the terms and conditions of the Statement of Work shall prevail. 12.17 This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same agreement. ARTlCLE 13 - GOVERNING LAW AND JURISDICTION ------------------------------------------- This Agreement shall be construed, and the legal relations created herein between the Parties shall be determined, in accordance with the laws of the United States of America and, specifically, the State of Delaware, as if said agreement were executed in, and to be fully performed within, the State of Delaware. Any proceeding to enforce or to resolve disputes relating to this Agreement shall be brought before a court of competent jurisdiction in the United States. In any proceedings no Party shall assert that such a court lacks jurisdiction over it or the subject matter of the proceeding. The Parties hereby expressly waive any right to a jury trial and agree that any proceeding hereunder shall be tried by a judge without a jury. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. INTERNATIONAL BUSINESS MACHINES MULTILINK TECHNOLOGY CORPORATION CORPORATION By: /s/ Christine King By: /s/ Richard N Nottenburg ---------------------- ------------------------- IBM/MULTILINK CONFIDENTIAL PAGE 27 JOINT DEVELOPMENT AGREEMENT Name: CHRISTINE KING Name: Richard N Nottenburg --------------------- -------------------------- Title: VP Networking & Optical Communications Title: President and CEO ---------------------------------------- ------------------------- Date: 5/18/00 Date: 5/12/00 ---------------------------------------- ------------------------- Exhibits: - -------- A.1 - A.X - Statements of Work B. IBM Design Kit License Agreement C. Certificate of Originality IBM/MULTILINK CONFIDENTIAL PAGE 1 JOINT DEVELOPMENT AGREEMENT EXHIBIT A, STATEMENT OF WORK ---------------------------- Exhibit A-* Statement of Work: fill in name 1.0 Scope ----- fill in general description of project 2.0 Major Milestones & Project Descriptions --------------------------------------- Target Schedule Design Pass Assumptions Prelim Specs - Data Sheet Final Specification Interim Design Review (Pre Layout) Final Design Review Net List GDSII Tape out Prototype Delivery to Characterization FinalTest and Characterization Report Reference Platform Prototype Available Reference Platform Test and Characterization Report Reference Platform App Notes and Prototype release 2.1 ... 2.XX IBM/MULTILINK CONFIDENTIAL PAGE 2 JOINT DEVELOPMENT AGREEMENT fill in description, responsibilities and key checkpoints for each major milestone 3.0 Design Review Deliverables This section describes the Design Review process and deliverables. A Design Review shall mean a meeting of the parties to review the design work to date to determine compliance to all agreed-to specification parameters. The location of the Design Reviews will alternate between IBM and MTC facilities. The Design Review process may be modified based on the complexity of the design with the mutual agreement of the IBM and MTC Technical Coordinators. 3.1 Preliminary Design Review (PDR)(Interim Design Review) The goal of the Preliminary Design Review (PDR) is to review the design work to date to determine that the design effort is on track and that no major issues exist with the design simulation or design methodology, predicted performance, chip layout (floor plan), or product assembly and test. This review should address predicted performance of the circuit. Preliminary Design Reviews will include as applicable: i. Review final specifications ii. Schematic diagrams iii. Simulation results for key parameters iv. Thermal analysis v. Compliance Matrix: Simulated Performance vs.. Specification vi. Preliminary chip layout (floor plan) vii. Test approach viii. Design Review documentation package ix. Risk analysis and mitigation plan 3.2 Detailed Design Review (DDR) (Final Design Review) The goal of the Detailed Design Review (DDR) is to comprehensively review all aspects of the design and layout to assure compliance to specifications and manufacturability prior to tape out. The design must be Design Rule Checking (DRC) and Layout vs. Schematic (LVS) verified and free of errors at this point. Details of the final simulations, accounting for all relevant layout parasitics, should be covered extensively. Predicted performance, yield, and parameter sensitivity analysis should be reviewed. Final plots of the top level, major blocks or sections and critical signals or paths should be reviewed. Final assembly drawings of the packaged and/or assembled product are to be reviewed. Test methodologies and test plans for engineering characterization should also be reviewed. Detailed Design Reviews will include as applicable: IBM/MULTILINK CONFIDENTIAL PAGE 3 JOINT DEVELOPMENT AGREEMENT i. Completed PDR action items ii. Schematic diagrams iii. Detailed simulation and measured results for all key parameters outlined in the jointly developed chip specifications including: iv. - simulation over temperature, supply variations, and process variations - yield analysis / histograms or other yield estimates - parasitic extraction / analysis - chip wiring and package modeled and simulated v. Compliance Matrix: Simulated Performance vs.. Specification vi. Thermal analysis vii. Detailed chip layout and reticle plan viii. Physical design - Floor plan / block placement - Critical nodes / blocks - Shielding - Multiple power domains - Power distribution ix. Manufacturability - ESD / Latch-up robustness - Testability - Assembly issues - Yield issues - Process issues x. Clean DRC log file plot xi. Clean LVS log file plot xii. DC/High Speed characterization/test plan xiii. Packaging and assembly plan xiv. Common Reference Platform and test fixture plan xv. Design Review documentation package xvi. Update risk analysis and mitigation plan xvii. Update project status summary (schedule, dependencies, and Deliverables) 4.0 Staffing
- ---------------------------------------------------------------------------------------- IBM est. headcount IBM projected MTC est. headcount MTC projected effort location of effort location of headcount headcount - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------
(P) primary location (S) secondary location IBM/MULTILINK CONFIDENTIAL PAGE 4 JOINT DEVELOPMENT AGREEMENT 5.0 Deliverables - ----------------- 5.1 Introduction. The following list describes in detail the information which will be made available to both Parties The party creating or primarily responsible for the portion of the Joint Product related to each deliverable shall be responsible to create and provide that deliverable. 5.2 Guidelines. The following guidelines apply for deliverables delivered by one Party to the other under this Agreement: 5.2.1 A delivering Party will not deliver any licensed hardware or software items to the receiving Party, when delivering such items would violate the license agreement of a third party. 5.2.2 The delivering Party is only required to make available items on the following list in the form and format they are used by the delivering Party and as they become available. The delivering Party will provide reasonably requested support information necessary to render an item useful. 5.2.3 A delivering Party will make any written information created by it (or under subcontract for it) available to the receiving Party in both electronic as well as printed versions, when reasonably feasible. 5.3 Product Deliverables Items from the following Sections 5.4 through 5.10 shall be made available to the receiving Party by the delivering Party for the Joint Product in this SOW as soon as is reasonably practical in accordance with the target major milestones in section 2.0 The Joint Product for this SOW that the deliverables refer to are: 5.4....5.X fill in deliverables 6.0 Technical Sales Support Training fill in description of training plan 7.0 Initial Budget IBM/MULTILINK CONFIDENTIAL PAGE 5 JOINT DEVELOPMENT AGREEMENT fill in budget 8.0 Term The term of this Joint Project shall commence on _________ and end on _________. Agreed: INTERNATIONAL BUSINESS MACHINES MULTILINK TECHNOLOGY CORPORATION CORPORATION By:____________________________ By:____________________________ Name:__________________________ Name:__________________________ Title:_________________________ Title:_________________________ Date:__________________________ Date:__________________________ IBM/MULTILINK CONFIDENTIAL PAGE 6 JOINT DEVELOPMENT AGREEMENT EXHIBIT B --------- IBM DESIGN KIT LICENSE This IBM Design Kit License ("Exhibit B) is an exhibit to the Joint Development Agreement "Agreement"), dated as of April ___, 2000 between International Business Machines Corporation ("IBM") and Multilink Technology Corporation ("MTC), (collectively the "Parties") and sets forth the terms and conditions applicable to the IBM Design Kit, as defined below. In addition to the terms set forth herein, the terms of Articles 6 and 9 - 13 of the Agreement apply to the IBM Design Kit. The Parties agree that the following terms and conditions will apply to any IBM Design Kit provided to MTC under the Agreement. Capitalized terms used herein that are not herein defined shall have the meaning set forth in the Agreement. The IBM Design Kit is licensed and not sold. IBM retains all the right and title to all copies of any IBM Design Kit provided to MTC and any copy that MTC makes. The term "IBM Design Kit" includes the following information and materials as may be listed in a separate document accompanying the IBM Design Kit: . design automation software, and related support documentation (individually and collectively "ASIC Tool Kit"); . design-tool specific logical and physical design data and design rules (e.g., NDR, EDIF, GL/1, or GDS2 models) for all library and data path elements, macros, hard cores, soft cores, synthesizable cores, and MTC Licensed Products of such soft cores and synthesizable cores, and related support documentation (individually and collectively "ASIC Model Kit"); materials sent to MTC separately as documented in one or more Addendum's to the IBM Design Kit License ("Addendum"); and . machine-readable and printed related materials, including training materials, and listings as may be provided by IBM to MTC under this Agreement. The "IBM Design Kit" includes all copies and derivatives of such IBM Design Kit; and may include information, materials, and/or designs owned or provided by third parties, including but without limitation SSM. The "IBM Design Kit" also includes any semiconductor manufacturing process information and any semiconductor packaging information delivered to MTC pursuant to the Agreement. IBM/MULTILINK CONFIDENTIAL PAGE 7 JOINT DEVELOPMENT AGREEMENT "SSM" shall mean Swift Simulation Models or any portion which is an output of a Verilog Foundry Model tool (a Synopsys, Inc. product). "Use", when referring to the machine-readable portion of the IBM Design Kit, means copying any portion of the IBM Design Kit into a machine for processing, transmitting it to a machine for processing, or performing such processing; and when referring to the printed portion of the IBM Design Kit, means use solely in furtherance of the Licensed Use set forth below. LICENSE The IBM Design Kit is provided to MTC as an IBM customer solely for MTC's Use. Under IBM's intellectual property rights in the IBM Design Kit, (including know- how, trade secrets, and other information, copyrights and mask works, but excluding patents, trademarks and trade names), IBM hereby grants to MTC a non- exclusive, non-transferable, royalty-free, revocable, limited license to use, perform, display, and make copies of the IBM Design Kit, solely and exclusively in accordance with this Agreement. MTC may: . use the IBM Design Kit only for purposes of (i) conducting an evaluation of the IBM Design Kit solely for the purpose of determining whether or not to carry out the design activities of (ii) below, and/or (ii) designing Joint Products and MTC Licensed Products to be manufactured solely by IBM (both (i) and (ii) collectively referred to hereafter as "Licensed Use"); . create MTC Licensed Products of any soft cores or synthesizable cores provided to MTC as part of an ASIC Model Kit, solely for the purpose of creating a derivative design to be included in Joint Products and MTC Licensed Products to be manufactured solely by IBM; and . copy or translate the IBM Design Kit's machine-readable portion into any machine-readable or printed form to provide sufficient copies only to support MTC's Licensed Use as well as reasonable storage and backup of the IBM Design Kit, and copy the printed related materials to support MTC's Licensed Use. MTC may not . reverse assemble or reverse compile any portion of any machine-readable representation of the IBM Design Kit elements without IBM's prior written consent; . create any derivatives of the IBM Design Kit other than the derivative soft cores or synthesizable cores as set forth above; nor . sublicense, lease, or otherwise distribute the IBM Design Kit to any other persons, including other licensees, without IBM's prior written consent. IBM/MULTILINK CONFIDENTIAL PAGE 8 JOINT DEVELOPMENT AGREEMENT MTC acknowledges that IBM retains all ownership rights in and to the intellectual property licensed pursuant to this Exhibit B, and that no license, immunity, or other right is hereby granted under any IBM intellectual property rights, express or implied, other than as specifically set forth herein. SUPPORT AND SUBSEQUENT RELEASES IBM may provide support to MTC by answering reasonable technical questions MTC may have regarding the IBM Design Kit. Such support is not applicable to any derivative soft cores or synthesizable cores MTC creates pursuant to this Exhibit. All such questions should be coordinated through the IBM contact person designated by IBM for this purpose. IBM may make a subsequent IBM Design Kit release available to MTC for MTC's Licensed Use. While MTC may continue Licensed Use of a previous release, IBM may not continue support for previous releases of the IBM Design Kit. PROTECTION AND SECURITY, CONFIDENTIALITY Any information required to be exchanged in connection with the performance of this Agreement which either party desires to have treated as confidential shall be exchanged and treated in accordance with the terms and conditions of Section 6 of the Agreement. Notwithstanding the foregoing, MTC agrees that any logical and physical design data, design rules, macros, hard cores, soft cores, synthesizable cores, MTC's derivatives of such soft cores and synthesizable cores, and training materials supplied to MTC by IBM are IBM Confidential, and MTC agrees to protect such information and materials for seven (7) years from the date of disclosure to MTC as provided in Section 6 of the Agreement. MTC agrees to use the training materials provided by IBM with the IBM Design Kit only for MTC's internal training requirements and for those employees, together with those subcontractors engaged by MTC who are individuals at MTC's facilities and who are performing tasks substantially similar to MTC's regular employees, who require training in order to carry out MTC's Licensed Use. The training materials shall not be used to train any other third party in the use and operation of the IBM Design Kit. MTC agrees that SSM and information in SSM provided under this Agreement may contain or be derived from information or portions of materials owned or provided by a third party supplier, and shall be treated as IBM Confidential. MTC acknowledges and agrees that Synopsys as such IBM/MULTILINK CONFIDENTIAL PAGE 9 JOINT DEVELOPMENT AGREEMENT a third party supplier is an intended third party beneficiary of this Agreement, having all the rights to enforce the terms and conditions of this Agreement that govern the use and protection of Synopsys' intellectual property rights contained in the SSM. MTC agrees that it will not make IBM Confidential materials available to any third party. In addition, MTC agrees to take the following precautions with respect to the IBM Design Kit components licensed under this Agreement: . MTC will take appropriate action, by instruction, agreement or otherwise, with any persons permitted access to any IBM Design Kit, to satisfy its obligations under this Exhibit. . MTC will reproduce and include the copyright notices and any other legend on all copies, modifications, or portions merged into any other IBM Design Kit; no such copyright notices, legend, or other marking on or in any materials distributed under this Exhibit shall be tampered with or removed from any licensed item, and . MTC will ensure, before disposing of any media, that the IBM Design Kit or any portion contained thereon has been erased or destroyed. For purposes specifically related to MTC's Licensed Use of the IBM Design Kit, MTC may make the IBM Design Kit available to any of the following: (1) its Affiliates; (2) Representatives of MTC or MTC Affiliates; (3) Subcontractors of MTC or its Affiliates; and (4) IBM's employees (a) during the period they are on MTC's premises, or (b) whom MTC authorizes to have remote access to the IBM Design Kit. For purposes of this paragraph, "Subcontractors" shall mean, and shall be limited to, those persons who are contractually engaged full time on a temporary basis by MTC to perform the same semiconductor device design services as MTC's regular employees who have rightful access to the IBM Design Kit(s) hereunder and who perform such services only on the premises of MTC or its Affiliates. Before making the IBM Design Kit available, all such Representatives, Affiliates, and Subcontractors must be obligated to protect the IBM Design Kit(s) according to a prior written agreement of confidentiality with MTC having terms which are no less restrictive than set forth herein. TERM The license granted herein is effective for so long as the Agreement is in effect. Upon termination or expiration of the Agreement, the licenses set forth herein shall terminate. MTC agrees upon such termination to destroy (and certify to such destruction) the IBM Design Kit together with all elements (including SSM), copies, modifications and merged portions in any form. IBM/MULTILINK CONFIDENTIAL PAGE 10 JOINT DEVELOPMENT AGREEMENT EXHIBIT C CERTIFICATE OF ORIGINALITY This questionnaire must be completed by any Party furnishing any software under an SOW under this Agreement. The completed questionnaire is to be sent to the Technical Coordinator for the Party submitting the software under the Agreement. Please leave no questions blank. Write "not applicable" or N/A if a question is not relevant to the furnished software material. ________________________________________________________________________________ 1. Name of the software (include version, release and modification numbers for programs and documentation) ____________________________________________________ Business address of employee making Certification ______________________________ _______________________________ _______________________________ Citizenship of employee making Certification ___________________________________ 2. Was the software or any portion thereof: a. Written by any person(s) other than the employee working within his/her job assignment? YES____ NO____ If YES, indicate if the whole software or only a portion thereof was written by such person(s), and identify such portion. IBM/MULTILINK CONFIDENTIAL PAGE 11 JOINT DEVELOPMENT AGREEMENT b. If 2a. is NO, was the software or any portion thereof furnished to the submitting Party by: COMPANY(IES)_______ INDIVIDUAL(S)________ UNIVERSITY____________ c. If 2b. is COMPANY (IES), or UNIVERSITY provide for each Company and/or University the following information: 1) Name: 2) Address: 3) How the Company/University acquired title to the software (e.g., Software was written by Company's/University employees as part of their job assignment)? 4) Did the Company/University have each non-U.S. author who contributed to the software sign a waiver of moral rights agreement? YES____ NO____ N/A____ If YES, please attach a copy of the waiver agreement(s). d. If 2b. is INDIVIDUAL(S), provide for each person the following information 1) Name: IBM/MULTILINK CONFIDENTIAL PAGE 12 JOINT DEVELOPMENT AGREEMENT 2) Citizenship 3) Address: 4) Did the person create the software while employed by or under contractual relationship with another party? YES_____ NO_____. If YES, provide name and address of the other party. 5) Did the person create the software in a country other than the United States? YES____ NO____. 6) If d.5) is YES, did that person sign a waiver of moral rights agreement? YES____ NO____. If YES, please attach a copy of the waiver agreement. 3. Was the software or any portion thereof registered at any Copyright Office? YES____ NO____. 4. Was the software or any portion thereof published? YES____ NO____. If YES, provide the following information: IBM/MULTILINK CONFIDENTIAL PAGE 13 JOINT DEVELOPMENT AGREEMENT a. When and where was it published? b. Was any copyright notice present on the published material(s)? YES____ NO____. If YES, provide the copyright notice. 5. Was the software or any portion thereof released to any outside person or company other than a Party hereto? YES____ NO____. If YES, provide the following information: a. When and where was the software released? b. Why was the software released? c. Under what conditions (e.g., contract) was the software released? 6. Was the software or any portion thereof derived from preexisting material(s)? YES____ NO____. If YES, provide the following information for each of the preexisting materials. a. Name of the material: IBM/MULTILINK CONFIDENTIAL PAGE 14 JOINT DEVELOPMENT AGREEMENT b. Author (if known): c. Owner: d. Copyright notice appearing on the material (if any): e. Was any new function added to the preexisting software? YES____ NO____. If YES, briefly describe (or attach a brief description) of the new function(s). f. State approximately 1) ____percent of preexisting material used 2) ____percent of preexisting material modified 3) ____percent of new material consisting of or deriving from preexisting materials IBM/MULTILINK CONFIDENTIAL PAGE 15 JOINT DEVELOPMENT AGREEMENT g. Briefly describe (or attach a brief description of) how the preexisting material has been used: 7. Were the "external characteristics" of this software or any portion thereof copied or derived from the "external characteristics" of another program or product? "External characteristics" include display screens, data formats, instruction or command format, operator messages, interfaces, etc. YES____ NO____. If YES, provide the following information for each of the preexisting materials: a. Name of material b. Author (if known): c. Owner: d. Copyright notice relating to the preexisting "externals" (if any) e. Have the preexisting "externals" been modified? YES____ NO____. If YES, briefly explain how such "externals" have been modified? IBM/MULTILINK CONFIDENTIAL PAGE 16 JOINT DEVELOPMENT AGREEMENT CERTIFICATION AS TO ENTIRE FORM I hereby certify that all of the information set forth above and in any attachment(s) to this form is, to the best of my knowledge, complete and accurate. ___________________________________________________________ Signature Date Witness:___________________________________________________ Signature Date ___________________________________________________________ Address Witness:___________________________________________________ Signature Date ___________________________________________________________ Address EX-10.15 5 0005.txt DEVELOPMENT AGREEMENT DATED SEPTEMBER 1, 1999 Contract Number 81163-PPCG 14 March 2000 EXHIBIT 10.15 [*] DEVELOPMENT AGREEMENT BETWEEN TYCO SUBMARINE SYSTEMS LTD AND MULTILINK TECHNOLOGY CORPORATION THIS DEVELOPMENT AGREEMENT ("Agreement"), is made effective September 1, 1999 ("Effective Date") by and between Tyco Submarine Systems Ltd. having an office at Patriot's Plaza, 60 Columbia Turnpike-Building A, Morristown, New Jersey 07960 (hereinafter referred to as "TSSL"), and Multilink Technology Corporation having an office at 300 Atrium Drive, Second Floor, Somerset, NJ, 08873 (hereinafter referred to as "Supplier"). WITNESSETH WHEREAS, TSSL is in the business of designing, constructing and maintaining integrated optical fiber submarine cable systems and Supplier is in the business of designing, developing, and manufacturing integrated circuits and circuit boards; and WHEREAS, TSSL desires to engage Supplier for the design and development of custom integrated circuit(s) ("Device(s)") and board assembly (ies) ("Board(s)"); and WHEREAS, Supplier has developed design tools and design platforms (hereinafter collectively referred to as ("Supplier Products") which, along with compatible software and hardware, facilitate the design of Devices and Boards; and WHEREAS, TSSL and Supplier desire to enter into a definitive agreement for design and development services, prototypes and production pricing to be provided by Supplier. NOW, THEREFORE, TSSL and Supplier, in consideration of the mutual promises set forth herein and for other good and valuable consideration hereby agree as follows: ARTICLE 1 - STATEMENT OF WORK Supplier shall render to TSSL all the technical and manufacturing services for the design, development, prototype fabrication and test ("Work") of the Devices and the Boards as specified in the attached Exhibits. Supplier shall complete such Work within the time allowed in this Agreement, and shall meet all interim deadlines, as specified in Exhibit C. The Work shall meet all required specifications and test requirements stated herein, shall be performed in accordance with the highest standards and shall be in accordance with such requirements or restrictions as may be lawfully imposed by governmental authority. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL Proprietary 1 Contract Number 81163-PPCG 14 March 2000 ARTICLE 2 - EXHIBITS The following Exhibits have been attached hereto and are hereby incorporated by reference herein: Exhibit A - Statement of Work Exhibit B - Specifications Exhibit C - Schedule ARTICLE 3 - NOTICES Any notice or demand required to be given or made by Supplier or TSSL shall be in writing and shall be given or made by confirmed facsimile or similar communication or by certified or registered mail addressed as follows: To TSSL: Leo Redmond Tyco Submarine Systems Ltd. Room 3A-241 60 Columbia Turnpike - Bldg. A Morristown, New Jersey 07960 To Multlink: David Huff Multilink Technology Corporation 300 Atrium Drive, Second Floor Somerset, NJ 08873 ARTICLE 4 - REPRESENTATIVES TSSL's Technical Representative is [*] (Telephone [*] ), TSSL's Component Engineer is [*] (Telephone [*] ) and TSSL's Agreement Representative is [*] (Telephone [*] ), or such other persons as may be designated in writing by TSSL from time to time. Multilink's Technical Representative is [*] (Telephone [*] ), and Product Line Manager is [*] (Telephone [*] ) and Agreement Representative is [*] (Telephone [*] ), or such other persons as may be designated in writing by Multilink from time to time. ARTICLE 5 - DELIVERY SCHEDULE 5.1 The Supplier shall meet the following Milestones:
- ---------------------------------------------------------------------------------------------- Task Milestone Required Delivery Late Delivery Date Date - ---------------------------------------------------------------------------------------------- [*] Preliminary Design Review 9/6/99 - Complete - ---------------------------------------------------------------------------------------------- [*] Critical Design Review 12/6/99 - Complete - ---------------------------------------------------------------------------------------------- [*] Preliminary Design Review 12/14/99 - Complete - ---------------------------------------------------------------------------------------------- [*] Prototype Delivery 1/30/00 - Complete - ---------------------------------------------------------------------------------------------- [*] Final Data Review 3/3/00 - ---------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- [*] Delivery (2 each) 3/21/00 3/21/00 - ---------------------------------------------------------------------------------------------- [*] Delivery (2 each) 3/21/00 3/21/00 - ---------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 2 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 - ---------------------------------------------------------------------------------------------- [*] Delivery ([*] each) 3/24/00 3/29/00 - ---------------------------------------------------------------------------------------------- [*] Delivery ([*] each) 3/24/00 3/29/00 - ---------------------------------------------------------------------------------------------- [*] - ---------------------------------------------------------------------------------------------- [*] Delivery ([*] each) 4/1/00 - 4/28/00 Delivered Weekly - ---------------------------------------------------------------------------------------------- [*] Delivery ([*] each) 6/16/00-7/16/00 - ----------------------------------------------------------------------------------------------
The Delivery Date is defined as the date that the Supplier ships from the factory for overnight next day delivery to TSSL. The delivery dates for the prototypes are as stated in the "Required Delivery Dates" column. The date stated in the "Late Delivery Date" column will be used to determine the price reduction for late delivery in accordance with 5.2 and Article 7. 5.2 The Supplier shall be entitled to receive an Incentive Payment for the early delivery of the Prototype Sets. [*] - -------------------------------------- Early delivery is defined as meeting a delivery date of 3/21/00 for the Set for which the Supplier shall receive an incentive payment of $100,000. [*] - -------------------------------------- Early delivery is defined as meeting a delivery date of 3/24/00 for supplying the Set with the [*] having the reverse bit order and for supplying the [*] with the required bit order by 3/29/00. If the Supplier meets both these dates the Supplier will be entitled to receive a $50,000 incentive payment. If the Supplier meets a delivery date of 3/24/00 for supplying the Set with the [*] having the required bit order, the Supplier shall be entitled to a $100,000 incentive payment. ARTICLE 6 - PROTOTYPE PRICING Supplier will be paid the following unit price for each of the Prototypes delivered in accordance with Article 5: Additional Board Prototype Prices ------------------------------------ [*] $ [*] [*] $ [*] [*] $ [*] [*] $ [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 3 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 ARTICLE 7 - PRODUCTION PRICING 7.1 The Supplier has agreed to the production pricing as follows: - --------------------------------------------------------- Board/Quantity First 200* 201 - 1000** 1001 - 1500 - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- - --------------------------------------------------------- Total Set Price [*] [*] [*] - --------------------------------------------------------- *Prices are based on the 1000 piece order commitment. ** Includes First 200 The "Required Prototype Delivery Dates" are as stated in Article 5. The Production Pricing for the first quantity of 200, which includes the Models quantity, is based on the Supplier meeting the Required Prototype Delivery Dates for the first two sets of boards, with the sets of boards as defined in Article 5. If the Supplier does not meet the Required Prototype Delivery Dates for the first two sets of boards, the Production Pricing stated for the first quantity of two hundred shall be reduced on a pro-rated basis based on the number of days missed between the Required Prototype Delivery Dates for the first two sets of boards and the date of April 7, 2000, the "Late Delivery Date". Each board within a Set shall be reduced for the first quantity of two hundred (200) at the per business day rate as follows: - -------------------------------------- BOARD PRICE REDUCTION BY BOARD BY DAY - -------------------------------------- [*] [*] - -------------------------------------- [*] [*] - -------------------------------------- - -------------------------------------- [*] [*] - -------------------------------------- [*] [*] - -------------------------------------- - -------------------------------------- 7.2 The Production Pricing at the 1000 piece quantity includes a Value Engineering Investment of $400,000 by the Supplier. This investment is reflected in the reduced price that TSSL will pay for each item from the quantity of 750 to 1000 piece quantities as stated above. Should TSSL not take delivery of the quantity of 1000, then TSSL will be required to reimburse the Supplier for the prorated amount of the investment between the quantity delivered and the quantity of 1000. For example, if TSSL takes delivery of a quantity of 850, TSSL will be required to reimburse the Supplier for sixty (60) per cent of the $400,000 (1000 - 850 = 150 which is 60% of 250). The Production Pricing and Value Engineering Investment terms stated above shall be applicable to and be made a part of the Supply Agreement that will be entered into between Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 4 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 Supplier and TSSL's Exeter Manufacturing Center located in Exeter, NH, which agreement shall include the terms and conditions similar to those as stated in the current Supply Agreement. ARTICLE 8 - PERIOD OF PERFORMANCE The Supplier shall comply with the schedule for the design, development, and the fabrication and delivery of the Prototypes, which shall be completed no later than April 7, 200O. The delivery of the Models shall be made beginning June 16, 2000 through July 16, 2000. The quantities and specific delivery dates of the quantities will be mutually agreed to between the Parties, but it is expected that the quantity will be between [*] and [*] . In the event of a conflict between Article 5 Delivery Schedule and Exhibit C, Article 5 shall take precedence. ARTICLE 9 - VERSION 3 DISCUSSIONS TSSL and the Supplier will initiate discussions on Supplier's possible participation in TSSL's Version 3 HPOE Program. ARTICLE 10 - ACCEPTANCE TSSL shall have the right to evaluate all Work for compliance with the Specifications. Supplier shall provide TSSL with free access to the Work performed and the items furnished under this Agreement, for the purpose of inspection thereof. At any time during the progress of the Work, TSSL may reject any or all of the Work if the same are not in accordance with this Agreement, and shall give written notice to Supplier of such non-compliance. Supplier agrees to correct, at its expense, each error or defect (referred to herein collectively as "defect") leading to such rejection and resubmit to TSSL within seven (7) business days, or other mutually agreed upon date, after receipt of notice from TSSL of such error or defect. ARTICLE 11 - INVOICING Supplier's invoices shall be rendered upon documented completion and acceptance of a Milestone and for hardware deliveries, after delivery of the Boards provided for in this Agreement; and shall be payable net thirty (30) days from the receipt of the invoice. For all payments Supplier shall reflect the Purchase Order Number, and shall be submitted in duplicate to: TYCO Submarine Systems Ltd 100 Domain Drive Exeter, NH 03833-4897 Attn: Accounts Payable Department Supplier shall mail invoices with copies of any supporting documentation required herein. The Work shall be delivered free from all claims, liens, and charges whatsoever. TSSL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 5 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 reserves the right to require before making payment, proof that all parties furnishing labor and materials for the work have been paid. ARTICLE 12 - PAYMENT TERMS Unless payment terms more favorable to TSSL appear on Supplier's invoice and TSSL elects to pay on such terms, invoices shall be paid in accordance with the terms stated in this Agreement, and due dates for payment of invoices shall be computed.from the date of receipt of invoice by TSSL. ARTICLE 13 - TITLE TO MATERIAL; RISK OF LOSS Unless otherwise specified herein, title and risk of loss or damage to the Work, shall remain with Supplier until the Work is accepted for delivery by TSSL at the point of origin specified herein. Notwithstanding the above, if in any case TSSL pays Supplier for any Work prior to TSSL's acceptance for delivery, title to such Work shall vest in TSSL upon payment of the applicable invoice, but risk of loss and damage shall remain with Supplier and shall pass to TSSL only upon acceptance for delivery by TSSL. Acceptance for delivery involves the acceptance for physical delivery and in no way affects acceptance of the Work with respect to conformance with the Exhibits. ARTICLE 14 - ASSIGNMENT AND SUBCONTRACTING Supplier shall not assign any right or interest under this Agreement (excepting moneys due or to become due) or delegate or subcontract any Work (except as stated herein) or other obligation to be performed or owed under this Agreement without the prior written consent of TSSL. Any attempted assignment, delegation or subcontracting in contravention of the above provisions shall be void and ineffective. Any assignment of moneys shall be void and ineffective to the extent that (1) Supplier shall not have given TSSL at least thirty (30) days prior written notice of such assignment or (2) such assignment attempts to impose upon TSSL obligations to the assignee additional to the payment of such moneys, or to preclude TSSL from dealing solely and directly with Supplier in all matters pertaining to this Agreement including the negotiation of amendments or settlements of charges due. All Work performed by Supplier's subcontractor(s) at any tier shall be deemed Work performed by Supplier. ARTICLE 15 - QUALITY SYSTEM AUDIT 15.1 If requested, Supplier agrees to permit TSSL or its agent to conduct an initial and any subsequently required on-site Quality System Audit(s) (QSA) of Supplier's Quality System at TSSL's expense. Such an audit shall assess the effectiveness and documentation of the various elements that comprise a functioning quality system which may include, but not be limited to the following elements: A) Management Responsibility B) Quality System C) Contract Review D) Design Control E) Document & Data Control TSSL Proprietary 6 Contract Number 81163-PPCG 14 March 2000 F) Purchasing G) Control of TSSL Supplied Equipment H) Equipment Identification and Traceability I) Process Control J) Inspection and Testing K) Control of Inspection, Measuring and Test Equipment L) Inspection and Test Status M) Control of Non-conforming Equipment N) Corrective Action and Preventive Action 0) Handling, Storage, Packaging, Preservation, and Delivery P) Control of Quality Records Q) Internal Quality Audits R) Training S) Servicing T) Statistical Techniques 15.2 Supplier further agrees that any deficiencies discovered in Supplier's quality system as a result of the audit(s) shall be reviewed and agreed to by Supplier. Necessary remedies shall be as agreed to by the Parties and shall be implemented to the satisfaction of all Parties. Remedies shall be implemented at no additional cost to TSSL. 15.3 Upon written request and at no additional charge, Supplier agrees to provide TSSL with a written description of its Quality Plan for the Equipment used in undersea cable systems. Said Quality Plan description shall be provided to TSSL in the English language. ARTICLE 16 - IS0 9000 16.1 TSSL is an IS0 9001: 1994 Certified Company. It is, therefore, a requirement that each Supplier and sub-Supplier to TSSL either be IS0 9000 Certified, or, if not IS0 9000 Certified, that Supplier and sub-Supplier document to TSSL that they have in place a Quality System and Quality Plan. These IS0 9000 certifications or other Quality System(s) and Quality Plan(s) must be submitted to TSSL for review and approval, prior to the issuance of any Order by TSSL for Equipment(s). Supplier and sub-Supplier must indicate their willingness to be audited by TSSL or TSSL's representative(s) for compliance with IS0 9000 or Supplier's and sub-Supplier's own Quality System(s) and Quality Plan(s). 16.2 If Supplier or sub-Supplier is IS0 9000 certified, Supplier shall, prior to or upon execution of this Agreement, provide TSSL's representative indicated below a copy of the appropriate certificate(s) of registration issued by such third party accredited registrar(s), such as the Registration and Accreditation Board (RAB-U.S.), Royal Dutch Standards Bureau (RvA) or United Kingdom Accreditation Society (UKAS). Supplier shall also maintain such certificate(s) of registration through appropriate assessments by such third party accredited registrar(s) and provide to customer's representative any applicable updated certificate(s) or notifications of failure to pass a surveillance or full registration audit. If Supplier or sub-Supplier fails, for any reason, to maintain or provide to TSSL such certificate(s) of registration as set forth above, TSSL shall have the right, and without any cost to or liability 7 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 or obligation of TSSL, to terminate this Agreement and any outstanding Orders placed under this Agreement. TSSL's representative for IS0 9000 series standards purposes is: Lowry Drinkwater TSSL 60 Columbia Turnpike-Building A Morristown, NJ 07960 USA ARTICLE 17 - CHANGES TSSL may at any time during the progress of the Work require additions to or alterations of or deductions or deviations (all hereinafter referred to as a "Change") from the Work called for by the specifications, drawings and samples. No Change shall be considered as an addition or alteration to or deduction or deviation from the Work called for by the specifications, drawings and samples nor shall Supplier be entitled to any compensation for work done pursuant to or in contemplation of a Change, unless made pursuant to a written Change Order issued by TSSL. Within five (5) days after a request for a Change, Supplier shall submit a proposal to TSSL, which includes any increases or decreases in Supplier's costs or changes in the delivery or Work schedule necessitated by the Change. TSSL shall, within ten (10) days of receipt of the proposal, either (i) accept the proposal, in which event TSSL shall issue a written Change Order directing Supplier to perform the Change or (ii) advise Supplier not to perform the Change in which event Supplier shall proceed with the original Work. ARTICLE 18 - TITLE TO MATERIAL AND LICENSES 18.1 Authorship and Copyright All right, title and interest in and to all work and work products developed or produced under this Agreement for TSSL, whether in the form of specifications, drawings, sketches, models, samples, data, computer programs, documentation or other technical or business information, and all right, title and interest in patents, copyrights, trade secrets, trademarks and other intellectual property derived from such work and work products are hereby assigned by Supplier to TSSL. To the extent that such work or work products are copyrightable, they shall be deemed to be "works made for hire" for the benefit of TSSL under the Copyright Act. 18.2 Developed Information and Mask Work Supplier agrees that Supplier will and, where applicable, will have Supplier disclose and furnish promptly to TSSL any and all technical information, computer or other apparatus programs, specifications drawings, records, documentation, works of authorship or other creative works ideas, knowledge of data, written, oral or otherwise expressed, originated or developed by Supplier or by any Supplier's employees, consultants, representatives or agents ("associates") as a result of work performed under this Agreement. TSSL Proprietary 8 Contract Number 81163-PPCG 14 March 2000 Supplier further agrees that all such Information shall be the property of TSSL, shall be kept in confidence by Supplier and Supplier's representatives, shall be used only in the performance hereunder and in the filling of Orders under any production agreement awarded by TSSL, for the manufacture of material covered under this Agreement, and may not be used for other purposes except upon such terms as may be agreed upon in writing by TSSL. 18.3 Inventions Supplier agrees that if any inventions, discoveries or improvements are conceived, first reduced to practice, made or developed in the course of, or as a result of work done under this Agreement, by Supplier or by one or more of Supplier's associates, Supplier will assign to TSSL and TSSL's associates entire right, title, and interest in and to such inventions, discoveries and improvement, and any patents that, may be granted thereon in any country of the world. 18.4 Background Information All right, title and interest in and to Background Information, as defined below, shall remain the property of Supplier. "Background Information" shall mean any information or materials previously developed or copyrighted by Supplier, and not originated or developed as part of this Agreement, and furnished as part of the deliverables hereunder. For purposes of this agreement, Background Information shall include, but not be limited to, the Supplier Products identified in Section II of the Statement of Work, titled - MULTILINK PRODUCTS. Supplier grants to TSSL an unrestricted, perpetual, non-exclusive, worldwide, royalty-free, irrevocable license under copyright, mask work rights, patents trade secrets, trade marks and other intellectual property contained in or derived from the Background Information to use, have use, to make, have made, reproduce, sublicense, sell, import, distribute and modify, in whole or in part, the deliverables and Pre-existing Information and any derivative work thereof. ARTICLE 19 - EXCLUSIVITY Supplier shall not, without the prior written consent of TSSL, sell the Devices or the Boards developed under this Agreement to any person or entities other than TSSL or an associated Tyco International company for a period of ten (10) years from the effective date of this Agreement. ARTICLE 20 - IDENTIFICATION Supplier shall not, without TSSL's prior written consent, engage in advertising, promotion or publicity related to this Agreement, or make public use of any Identification in any circumstances related to this Agreement. "Identification" means any copy or semblance of any trade name, trademark, service mark, insignia, symbol, logo, or any other product, service or organization designation, or any specification or drawing of TSSL or its affiliates, or evidence of inspection by or for any of them. Supplier shall remove or obliterate any Identification prior to any use or disposition of any material rejected or not purchased by TSSL, and, shall indemnify, defend (at TSSL's request) and save harmless TSSL and its 9 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 affiliates and each of their officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Supplier's failure to so remove or obliterate. ARTICLE 21 - IMPLEADER Supplier shall not implead or bring an action against TSSL or its customers or the employees of either based on any claim by any person for personal injury or death to an employee of TSSL or its customers occurring in the course or scope of employment and that arises out of material or services furnished under this Agreement. ARTICLE 22 - INDEMNITY All persons furnished by Supplier shall be considered solely Supplier's employees or agents, and Supplier shall be responsible for payment of all unemployment, social security and other payroll taxes, including contributions when required by law. Supplier agrees to indemnify and save harmless TSSL, its affiliates, its and their customers and each of their officers, directors, employees, successors and assigns (all hereinafter referred to in this clause as "TSSL") from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the Work or services performed by Supplier or persons furnished by Supplier; (2) assertions under Workers' Compensation or similar acts made by persons furnished by Supplier or by any subcontractor or by reason of any injuries to such persons for which TSSL would be responsible under Workers' Compensation or similar acts if the persons were employed by TSSL; (3) any failure on the part of Supplier to satisfy all claims for labor, equipment, materials and other obligations relating directly or indirectly to the performance of the Work; or (4) any failure by Supplier to perform Supplier's obligations under this clause or the INSURANCE clause. Supplier agrees to participate in the defense of TSSL, at TSSL's request, against any such claim, demand or suit. TSSL agrees to notify Supplier within a reasonable time of any written claims or demands against TSSL for which Supplier is responsible under this clause. ARTICLE 23 - INFRINGEMENT The following terms apply to any infringement, or claim of infringement, of any patent, trademark, copyright, trade secret or other proprietary information based on the use of any Information furnished by Supplier to TSSL under this Agreement or in contemplation of this Agreement or order. Supplier shall indemnify TSSL for any loss damage, expense or liability that may result by reason of any such infrigement or claim, except where such infringement or claim arises from Supplier's adherence to specifications or drawings which TSSL requires Supplier to follow. TSSL, at its own expense, shall indemnify Supplier for any loss, damage, expense or liability that may result solely by reason of Supplier's adherence to specifications or drawings which TSSL requires Supplier to follow. TSSL Proprietary 10 Contract Number 81163-PPCG 14 March 2000 ARTICLE 24 - NON-SOLICITATION Supplier agrees not to solicit for employment, directly or indirectly, any of the Company's technical employees, which shall include any such person who has been an employee of TSSL sixty (60) days prior to the Effective Date of this Agreement and for a period of one (1) year subsequent to the delivery of the Models as required in Article 8 or termination of this Agreement. ARTICLE 25 - INSPECTION TSSL's Representatives shall at all times have access to the Work for the purpose of inspection or a Quality Review and Supplier shall provide safe and proper facilities for such purpose ARTICLE 26 - INSURANCE 26.1 Supplier shall maintain and cause Supplier's subcontractors to maintain during the term of this Agreement the following types of insurance as prescribed by the law of the state or nation in which the work is performed: Supplier will name TSSL as an additional insured with waiver of subrogation with respect to the work. All such insurance must be primary and required to respond and pay prior to any other available coverage. A) Workers' Compensation insurance; B) Employer's Liability insurance, with limits of at least U.S. $1,000,000 for each occurrence; C) Comprehensive Automobile Liability insurance if the use of motor vehicles is required, with limits of at least U.S. $5,000,000 combined single limit for bodily injury and property damage for each occurrence; D) Commercial General Liability ("CGL") insurance. The sum insured shall be no less than U.S. $5,000,000 for any one incident, unlimited in the aggregate; E) If professional services are provided, Errors and Omissions insurance in the amount of at least U.S. $5,000,000 per claim and in the aggregate should be procured and maintained for a period of at least one (1) year after completion of the Agreement; F) If there is potential environmental impact or required by State or Federal statutes, Environmental Impairment Liability (EIL or Pollution liability) insurance in the amount of U.S. $5,000,000 for each claim. 26.2 Supplier agrees that Supplier, Supplier's insurer(s) and anyone claiming by, through, under or in Supplier's behalf shall have no claim, right of action or right of subrogation against TSSL and its Customer(s) based on any loss or liability insured against under the foregoing insurance. Supplier and Supplier's subcontracts shall furnish prior to the start of work certificates or adequate proof of the foregoing insurance including, if specifically 11 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 requested by TSSL, copies of the endorsements and insurance policies. TSSL shall be notified in writing at least thirty (30) calendar days prior to cancellation of or any change in the policy. ARTICLE 27 - RELEASES VOID Neither party shall require (i) waivers or releases of any personal rights or (ii) execution of documents which conflict with the terms of this Agreement, from employees, representatives or customers of the other in connection with visits to its premises and both parties agree that no such releases, waivers or documents shall be pleaded by them or third persons in any action or proceeding. ARTICLE 28 - RIGHT OF ENTRY AND PLANT RULES Each party shall have the right to enter the premises of the other party during normal business hours with respect to the performance of this Agreement, subject to all plant rules and regulations, security regulations and procedures and US Government clearance requirements if applicable. ARTICLE 29 - SUPPLIER'S INFORMATION Supplier shall not provide under, or have provided in contemplation of, this Agreement any idea, data, program, technical, business or other intangible information, however conveyed, or any document, print, tape, disk, semiconductor memory or other information-conveying tangible article, unless Supplier has the right to do so. Any information provided by Supplier which is confidential or proprietary shall be provided in accordance with the Agreement Concerning Disclosure of Information effective 9 September 1998. ARTICLE 30 - TERMINATION TSSL may at any time terminate this Agreement for its convenience, in whole or in part, upon written notice to Supplier, for any reason whatsoever. In such case, TSSL's liability shall be limited to Milestone Payments due as of the date of termination and any additional amount due, whether engaged or incurred, for work performed up to and including the date of termination (which amount shall be substantiated with proof satisfactory to TSSL), and no further work will be rendered by Supplier. Such payment shall constitute a full and complete discharge of TSSL's obligations. In no event shall TSSL's liability exceed the price set forth in this Agreement. Upon such a termination TSSL shall pay Supplier moneys due and owing pursuant to this Article or Supplier shall refund moneys due TSSL, if any. ARTICLE 31- TOOLS AND EQUIPMENT Unless otherwise specifically provided in this Agreement, Supplier shall provide all labor, tools and equipment (the "tools") for performance of this Agreement. ARTICLE 32 - USE OF INFORMATION Any specifications, drawings, sketches, models, samples, tools, computer or other apparatus programs, technical or business information or data, written, oral or otherwise, owned or controlled by TSSL ("Information") furnished to or acquired by Supplier under this Agreement of order, or in comtemplation of this Agreement or order, shall remain TSSL's property. All copies of such 12 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 Information in written, graphic or other tangible form shall be returned to TSSL at its request. Unless such Information was previously known to Supplier free of any obligation to keep it confidential, or has been or is subsequently made public by TSSL or third party, it shall be kept confidential by Supplier, shall be used only in the filling of orders or in performing under this Agreement or order, and may not be used for other purposes except upon such terms as may be agreed upon between Supplier and TSSL in writing. ARTICLE 33 - WAIVER The failure of either party at any tine to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. ARTICLE 34 - WARRANTY FOR PROTOTYPES AND PREPRODUCTION Supplier warrants to TSSL and its customers that the Work furnished will be free from defects in design (except to the intent designed by TSSL), material and workmanship and will conform to and perform in accordance with the specifications, drawings and samples. In addition, if the Work contains one or more manufacturer's warranties, Supplier hereby assigns such warranties to TSSL and its customers for the full duration thereof. All warranties shall survive inspection, acceptance and payment. Work not meeting the warranties will be, at TSSL's option, adjusted or replaced by Supplier (on an overtime basis, if necessary, to avoid interference with plant operation), at no cost to TSSL and its customers. ARTICLE 35 - FORCE MAJEURE Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its subcontractors ("force majeure conditions"). Notwithstanding the foregoing, Supplier's liability for loss or damage to TSSL's material in Supplier's possession or control shall not be modified by this clause. If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, stating the nature of the force majeure condition and any action being taken to avoid or minimize its effect. The party affected by the other's delay or inability to perform may elect to: (1) suspend this Agreement or an order for the duration of the force majeure condition and (i) at its option buy, sell, obtain or furnish elsewhere material or services to be bought, sold, obtained or furnished under this Agreement or an order (unless such sale or furnishing is prohibited under this Agreement) and deduct from any commitment the quantity bought, sold, obtained or furnished or for which commitments have been made elsewhere and (ii) once the force majeure condition ceases, resume performance under this Agreement or an order with an option in the affected party to extend the period of this Agreement or order up to the length of time the force majeure condition endured and/or (2) when the delay or nonperformance continues for a period of at least fifteen (15) days, terminate, at no charge, this Agreement or an order or the part of it relating to material not already shipped, or services not already performed. Unless written notice is given within forty-five (45) days TSSL Proprietary 13 Contract Number 81163-PPCG 14 March 2000 after the affected party is notified of the force majeure condition, (1) shall be deemed selected. ARTICLE 36 - COMPLIANCE WITH LAWS Supplier and all persons furnished by Supplier shall comply at their own expense with all applicable federal, state, local and foreign laws, ordinances, regulations and codes, including those relating to the use of chlorofluorocarbons, and including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections in performance under this Agreement. Supplier agrees to indemnify, defend (at TSSL's request) and save harmless TSSL, its affiliates, its and their customers and each of their officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from failure to do so. ARTICLE 37 - CHOICE OF LAW The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of New Jersey excluding its choice of law rules and excluding the Convention for the International Sale of Goods. The parties agree that the provisions of the New Jersey Uniform Commercial Code apply to this Agreement and all transactions under it, including agreements and transactions relating to the furnishing of services, the lease or rental of equipment or material, and the license of software. Supplier agrees to submit to the jurisdiction of any court wherein an action is commenced against TSSL based on a claim for which Supplier has agreed to indemnify TSSL under this Agreement. ARTICLE 38 - JURISDICTION Supplier agrees that any action or legal proceeding arising out of this Agreement shall be brought only in a court of competent jurisdiction in the State of New Jersey, United States of America, and Supplier expressly submits to, and accepts the jurisdiction of, any such court in connection with such action or proceeding and Supplier further consents to the enforcement of any judgement against Supplier arising therefrom in any jurisdiction in which it has or shall have any assets. ARTICLE 39 - SURVIVAL OF OBLIGATIONS The obligations of the parties under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, including, by way of illustration only and not limitation, those in the clauses COMPLIANCE WITH LAWS, IDENTIFICATION, IMPLEADER, INDEMNITY, INFRINGEMENT, INSURANCE, RELEASES VOID, USE OF INFORMATION and WARRANTY, shall survive termination, cancellation or expiration of this Agreement. 14 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 ARTICLE 40 - ENTIRE AGREEMENT This Agreement shall incorporate the typed or written provisions on TSSL's orders issued pursuant to this Agreement and shall constitute the entire agreement between the parties with respect to the subject matter of this Agreement and the order(s) and shall not be modified or rescinded, except by a writing signed by Supplier and TSSL. All references in these terms and conditions to this Agreement or to Work, services, material, equipment, products, software or information furnished under, in performance of, pursuant to, or in contemplation of, this Agreement shall also apply to any orders issued pursuant to this Agreement. Printed provisions on the reverse side of TSSL's orders (except as specified otherwise in this Agreement) and all provisions on Supplier's forms shall be deemed deleted. Additional or different terms inserted in this Agreement by Supplier, or deletions thereto, whether by alterations, addenda, or otherwise, shall be of no force and effect, unless expressly consented to by TSSL in writing. Estimates or forecasts furnished by TSSL shall not constitute commitments. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement. The term "Work" as used in this Agreement may also be referred to as "services." AGREED: MULTILINK TECHNOLOGY CORP. TYCO SUBMARINE SYSTEMS LTD Signature /s/ Richard N. Nottenburg Signature /s/ Leo D. Redmond III ---------------------------- ---------------------------- Name Richard N. Nottenburg Name Leo D. Redmond III --------------------------------- --------------------------------- Title President and CEO Title Contracts Manager -------------------------------- -------------------------------- Date 4/28/00 Date May 2, 2000 --------------------------------- -------------------------------- 15 TSSL Proprietary EXHIBIT A AGREEMENT -- [*] DATED 26 January 2000 I. Development The following items will be developed under and for this program, in compliance with the specifications provided in Exhibit B: A. Custom [*] with input data rates from [*] (developed with Multilink-owned proprietary IC blocks) B. Custom [*] with input data rates from [*] (developed with Multilink-owned proprietary IC blocks) C. Board assembly [*] D. Board assembly [*] E. Board assembly [*] F. Board assembly [*] II. Multilink Products The following Multilink products may also be used in this project: A. MTC1204A - 9.95Gb/s CDRDMux IC B. MTC1207D - 12.25Gb/s 16:1 MuxCMU IC C. MTC1207A - 9.95Gb/s 16:1 MuxCMU IC D. MTC1206D - 12.25Gb/s 1:16 Demultiplexer IC E. MTC1205D - 12.25Gb/s 16:1 Multiplexer IC (as alternate to item B if needed) F. MTC5585D - 12.25Gb/s Clock/Data Recovery G. Active Splitter/Differentiator H. Passive Splitter I. Delay Line J. Resonant limiting Amplifier K. Dielectric Resonator Filter L. Limiting Amplifier M. 1:16 Digital DMUX N. 16:128 Demux and 128:16 gate array cells and architectural blocks Many of these products are currently under development by Multilink and may be required for the TSSL development effort. The cost associated with the development effort for these components is being funded and paid for by Multilink. III. Deliverables Multilink shall provide the following design documentation for the [*] devices: a) Final Technical Specifications b) Block Diagram and Simultation c) Schematic Design and Simultation d) Chip Layout and Tape Out e) Test Specification Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Multilink shall provide the following design documentation for each of the boards a) Final Technical Specification b) Block Diagram and Schematic c) Test Specifications Multilink will deliver working Prototypes for each Board in accordance with the Schedule. [*] initial Prototypes of each Board will be delivered based on the milestone schedule in Exhibit C. An additional [*] total prototype board sets in total, as requested by TSSL, will be provided throughout [*] on a weekly delivery basis. Prototypes and Pre-production units may be provided on an as-is basis and may not fully comply with the qualification and workmanship requirements of production units. Agreement on the configuration of the Prototypes and Pre-production units will be reached by the Parties prior to shipment if the Prototypes and Pre-production units are not in compliance with applicable Specifications, Exhibit B. Agreement on test and qualification procedures will be negotiated by the Parties. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT B SPECIFICATIONS AGREEMENT [*] SPECIFICATIONS: 1) Component Specification for [*] dated [*] 2) Component Specification for [*] dated [*] 3) Component Specification for [*] dated [*] 4) Component Specification for [*] dated [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## Component Specification for TSSL Part Number ####### [*] --------------------------------------- This document is TSSL Proprietary. Use pursuant to Company Instructions and applicable Non-Disclosure Agreements
Revision History - ----------------------------------------------------------------------------------------------------- Issue # Date Author Reason for Re-issue - ----------------------------------------------------------------------------------------------------- 1 [*] [*] Initial Release - ----------------------------------------------------------------------------------------------------- 2 [*] [*] Spec. negotiation - ----------------------------------------------------------------------------------------------------- 3 [*] [*] Spec. negotiation - ----------------------------------------------------------------------------------------------------- 4 [*] [*] Module drawing update Specs for [*] Update low speed logic levels - ----------------------------------------------------------------------------------------------------- 5 [*] [*] Remove [*] input Modified specs on low speed clock, data, and alarm outputs Moved sub-rate clock outputs from SMB connectors to parallel connector - ----------------------------------------------------------------------------------------------------- 6 [*] [*] Remove +8 (volts) supply, Add +5 (volts) supply. Reduce run length tolerance to [*] Change specs for (volts)th and (volts)ph Change levels and impedance of low speed data. Change levels and impedance of low speed clocks Change impedance of alarm outputs Change rise/fall times of low speed clocks Change impedance of alarm outputs Change CLK3 over/under shoot to 10% Spec'd CLK3 output impedance Spec'd temperature sensors Removed LOS alarm Spec'd connector type Spec'd module thickness - ----------------------------------------------------------------------------------------------------- 7 [*] [*] All changes in Red Bold Removed specs in Black Bold Strikethrough - -----------------------------------------------------------------------------------------------------
TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 1/17/2000 Sheet 1 of 166 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number ######## [*] [*] - ------------------------------------------- 1. General Description 1.1. This module accepts a [*] data stream and performs the following functions . Quantization of the input signal with user controllable decision threshold . Recovers the [*] clock . Retimes the data with user controllable decision phase . Demultiplexes the data [*] to [*] then [*] to [*] to produce a parallel data word, one [*] , and [*] differential clocks 1.2. This module produces the following output signals: . Quantized replica of input data at [*] . Recovered [*] clock . Demultiplexed [*] bit wide data word . One [*] MHz differential sub-rate clock . Two [*] MHz differential low speed clocks . Alarm signal 2. Block Diagram and I/O Definitions [*] [*] TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 1/17/2000 Sheet 2 of 166 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number ######## [*] - -------------------------------------------------------------------------------- Table 1 - I/O Signal Descriptions Signal Description Din [*] input data signal Vth Decision threshold adjustment Vph Decision phase adjustment Vcc1 DC power supply Vcc2 DC power supply Vee1 DC power supply Vee2 DC power supply Removed from specs Cmon Recovered clock monitor D\\coo\\ - D\\127\\ [*] Demultiplexed data CLK1, CLK2 Differential [*] clocks CLK3 Differential [*] sub-rate clock LOC Loss of clock alarm - -------------------------------------------------------------------------------- TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 1/17/2000 Sheet 3 of 166 Tyco Submarine Systems, Ltd Issue / [*] TSSL Part Number ########
3. Module Specifications 3.1. DC Power
- ------------------------------------------------------------------------------------------------------------------------------------ Table 2 - DC Power Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Power Dissipation Pdisp 11 W - ------------------------------------------------------------------------------------------------------------------------------------ Supply Voltages (Volts)cc1 [*] [*] [*] (Volts) All power supplies:+/- 7% tolerance (Volts)cc2 [*] [*] [*] (Volts) (Volts)ee1 [*] [*] [*] (Volts) (Volts)ee2 [*] [*] [*] (Volts) - ------------------------------------------------------------------------------------------------------------------------------------ Current Draw lcc1 [*] meters(amps) lcc2 [*] meters(amps) lee1 [*] meters(amps) lee2 [*] meters(amps) - ------------------------------------------------------------------------------------------------------------------------------------ Power Supply Sequencing Module shall be insensitive to supply power-up and power-down sequencing or timing. - ------------------------------------------------------------------------------------------------------------------------------------ Power Failure Tolerance Failure of one or more supplies will not cause damage to module. - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY Sheet 4 of 166 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.2. High Speed Input Signal
- ------------------------------------------------------------------------------------------------------------------------------------ Table 3 - High Speed Input Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Rate [*] [*] [*] Gb/s - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Format NRZ - ------------------------------------------------------------------------------------------------------------------------------------ Input Pattern Tolerance Module must work properly with a 101010...... Input pattern. - ------------------------------------------------------------------------------------------------------------------------------------ Maximum Tolerable Run [*] All 1's or all 0's Length - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Amplitude (volts)_Din [*] [*] [*] (metres)(volt)p-p - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Connector [*] - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Coupling [*] - ------------------------------------------------------------------------------------------------------------------------------------ [*] [*] - ------------------------------------------------------------------------------------------------------------------------------------ Input Low End Cutoff F_low_Din [*] [*] KHz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------------ Input Impedance Z_Din [*] ohm - ------------------------------------------------------------------------------------------------------------------------------------ Input Return Loss S11_Din dB 150 MHz F 11 GHz [*] (S11 greater than 10 dB down to 150 KHz Established by qualification measurement) - ------------------------------------------------------------------------------------------------------------------------------------ Input Return Loss S11_Din [*] dB 11 GHz less than F 16 GHz Established by qualification measurement - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPREITARY 1/17/2000 Sheet 5 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.3. Control Inputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 4 - Control Input Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Decision Threshold % of input Adjustment Range Capability [*] [*] eye amp. - ------------------------------------------------------------------------------------------------------------------------------------ (volts)th for decision threshold at (Volts)th_min (Volts) 10% of eye amplitude [*] [*] - ------------------------------------------------------------------------------------------------------------------------------------ (volts)th for decision threshold at (Volts)th_max (Volts) 90% of eye amplitude [*] [*] - ------------------------------------------------------------------------------------------------------------------------------------ (volts)th_max-(volts)th_min [*] [*] (Volts) Assures adequately small adjustment granularity for digital control of (Volts)th - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)th input resistance R_(Volts)th [*] K (ohm) - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)th High End Cutoff F_high_(Volts)th [*] kHz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------------ Decision Phase Adjustment [*] [*] ps Relative to center of Range Capability eye Goal of + 25 ps - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)ph for decision phase at eye (Volts)ph_min (Volts) center -20 ps [*] - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)ph for decision phase at eye (Volts)ph_max [*] (Volts) center +20 ps - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)ph_max-(Volts)ph_min [*] [*] (Volts) Assures adequately small adjustment granularity for digital control of (Volts)ph - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)ph monotonicity Absolutely monotonic over (Volts)ph_min to (Volts)ph_ max - ------------------------------------------------------------------------------------------------------------------------------------ Instantaneous slope of Phase d(Phase) ps/100 Measured over range -------- (metres) (Volts)ph_min to vs (Volts)ph curve d(Voltsph) [*] Volts (Volts)ph_max - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)ph input resistance R_(Volts)ph [*] K (ohm) - ------------------------------------------------------------------------------------------------------------------------------------ (Volts)ph High End Cutoff F_high_(Volts)ph [*] kHz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------------
Confidential matters omitted and filed separately with the securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/7/2000 Sheet 6 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.4. Low Speed Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 5 - Low Speed Outputs - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Data output rate [*] Mb/s (Input data rate) + 128 - ------------------------------------------------------------------------------------------------------------------------------------ Output clock frequency [*] MHz (Input data rate) + 128 Both CLK1 and CLK2 are differential clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Data logic HIGH level (volts)_data_(high) [*] [*] [*] (milli volts) CMOS drivers with 68 (ohm) output Impedence - ------------------------------------------------------------------------------------------------------------------------------------ Data logic LOW level (volts)_data_(low) [*] [*] (milli volts) CMOS drivers with 68 (ohm) output Impedence - ------------------------------------------------------------------------------------------------------------------------------------ Data transmission line (impedence)_data [*] (ohm) See data output driver equivalent circuit impedance on module figure - ------------------------------------------------------------------------------------------------------------------------------------ Cross talk [*] db data to data, data to clock, clock to data - ------------------------------------------------------------------------------------------------------------------------------------ "Eye" cross position Eye_cross [*] [*] % of eye - ------------------------------------------------------------------------------------------------------------------------------------ Clock - Data relationship Low speed data shall be clocked out of the CDR/DEMUX module on the RISING edge of CLK1 ------ - ------------------------------------------------------------------------------------------------------------------------------------ Clock output coupling [*] All low speed clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ Clock logic HIGH level (volts)_clk_(high) [*] [*] [*] (milli volts) CMOS drivers with 68 (ohm) output Impedence Amplitude defined to high impedance load (open) Each low speed clock output, single ended, driving 50 (ohm) load - ------------------------------------------------------------------------------------------------------------------------------------ Data logic LOW level (volts)_clk_(low) [*] [*] (milli volts) CMOS drivers with 68 (ohm) output impedance Amplitude defined to high impedance load (open) Each low speed clock output, single ended, driving 50 (ohm) load - ------------------------------------------------------------------------------------------------------------------------------------ Clock transmission line (impedence)_clk [*] (ohm) All low speed clock outputs. See clock impedence on module output driver equivalent circuit figure - ------------------------------------------------------------------------------------------------------------------------------------ Data output rise / fall time (rise time)_data [*] [*] (nano seconds) 20 to 80%, see timimg diagram (fall time)_data - ------------------------------------------------------------------------------------------------------------------------------------ Clock output rise / fall time (rise time)_clk, [*] [*] (nano seconds) 20 to 80%, see timing diagram (fall time)_clk - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 7 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] SSL Part Number #########
- ----------------------------------------------------------------------------------------------------------------------------------- Table 5 - Low Speed Outputs (continued) - ---------------------------------------------------------------------------------------------------------------------------------- Output clock duty cycle Dcyc [*] [*] % All clock outputs - ---------------------------------------------------------------------------------------------------------------------------------- CLK1 to CLK1_b and CLK2 Tclk_skew [*] (nano seconds) See timing diagram to CLK2_b differential clock skew - ---------------------------------------------------------------------------------------------------------------------------------- CLK1 to data delay Tcd [*] [*] (nano seconds) See timing Diagram Measured across D\\oco\\ - D\\127\\. over temperature and supply voltage range. - ---------------------------------------------------------------------------------------------------------------------------------- CLK1 to data skew variation Tcd(max) - See timing Diagram Tcd(min) [*] (nano seconds) Measured across D\\oco\\ - D\\127\\. over temperature and supply voltage range. - ---------------------------------------------------------------------------------------------------------------------------------- Clock over / under shoot Ovrsh_c95, % of clock Applies to Clk1, Clk1_b, Undrsh_c95 [*] amplitude Clk2, and Clk2_b - ----------------------------------------------------------------------------------------------------------------------------------
3.5. Alarms
- ----------------------------------------------------------------------------------------------------------------------------------- Table 6 - Alarm Outputs - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =================================================================================================================================== LOC logic HIGH level Volts_LOC_High [*] [*] [*] (millivolts) Standard CMOS output - ----------------------------------------------------------------------------------------------------------------------------------- LOC logic LOW level Volts_LOC_Low [*] [*] (millivolts) Standard CMOS output - ----------------------------------------------------------------------------------------------------------------------------------- Short Circuit Tolerance All outputs shall be able to withstand an Infinite duration short to ground without sustaining damage. - ----------------------------------------------------------------------------------------------------------------------------------- Removed from specs - ----------------------------------------------------------------------------------------------------------------------------------- LOC activate threshold Activated on input LOS "noise" only input, and input bit rate * 100 Mb/s from nominal Must distinguish between: Vin valid signal and maximum Vin wideband noise signal. Must not generate the false alarms - ----------------------------------------------------------------------------------------------------------------------------------- LOC activate / disable time T_LOC [*] (microseconds) Alarms are active HIGH - -----------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. * greater than Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 8 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] SSL Part Number ######### 3.6. Monitor Outputs
- ----------------------------------------------------------------------------------------------------------------------------------- Table 7 Monitor Port Specifications - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments - ----------------------------------------------------------------------------------------------------------------------------------- CMON and DMON connector [*] - ----------------------------------------------------------------------------------------------------------------------------------- CMON and DMON coupling [*] - ----------------------------------------------------------------------------------------------------------------------------------- Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ----------------------------------------------------------------------------------------------------------------------------------- CMON output amplitude (Volts)_CMON [*] mVp-p - ----------------------------------------------------------------------------------------------------------------------------------- Removed from specs - ----------------------------------------------------------------------------------------------------------------------------------- Monitor output rise / fall times (risetime)_CMON ps (falltime)_DMON - ----------------------------------------------------------------------------------------------------------------------------------- CMON and output [*] (ohms) impedance - ----------------------------------------------------------------------------------------------------------------------------------- Required termination Termination insensitive - ----------------------------------------------------------------------------------------------------------------------------------- Removed from specs - ----------------------------------------------------------------------------------------------------------------------------------- Removed from specs - ----------------------------------------------------------------------------------------------------------------------------------- Removed from specs - ----------------------------------------------------------------------------------------------------------------------------------- CMON return loss s22_CMON [*] dB 12.0 * F 12.5 GHz. - -----------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. * less than Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 9 of 166 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 3.7. Sub-Rate Clock Outputs
- ------------------------------------------------------------------------------------------------------------------------------- Table 8 - Sub-Rate Clock Outputs - ------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =============================================================================================================================== Frequency [*] MHz (Input data rate) + 16 - ------------------------------------------------------------------------------------------------------------------------------- Output Coupling [*] - ------------------------------------------------------------------------------------------------------------------------------- Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------- Output Level (volts)_c622_diff [*] [*] (millivolt)p-p Differential, 400 mVp-p single ended - ------------------------------------------------------------------------------------------------------------------------------- Clock rise / fall time (Rise time)_c767 / [*] [*] [*] ps 20-80% (fall time)_c767 - ------------------------------------------------------------------------------------------------------------------------------- Clock duty cycle Dcyc [*] [*] % All clock outputs - ------------------------------------------------------------------------------------------------------------------------------- CLK3 to CLK3_b differential Tc767_skew [*] ps clock skew - ------------------------------------------------------------------------------------------------------------------------------- Clock over / under shoot Ovrsh_c767 % of clock Applies to CPx3 and Clk3_b Undrsh_c767 [*] amplitude - ------------------------------------------------------------------------------------------------------------------------------- Clock output impedance (impedence)_c767 [*] OHM Applies to Clk3 and Clk 3_b - -------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 10 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.8. Jitter Performance
- ----------------------------------------------------------------------------------------------------------------------- Table 9 - Jitter Specifications - ----------------------------------------------------------------------------------------------------------------------- Parameter Symbol * Min Typ Max Units Comments ======================================================================================================================= Jitter Tolerance JTOL [*] - ----------------------------------------------------------------------------------------------------------------------- Jitter Transfer Function JTF [*] dB DC to 10 KHz - ----------------------------------------------------------------------------------------------------------------------- Jitter Generation JGEN [*] Ulp-p 50 to KHz 80 MHz - -----------------------------------------------------------------------------------------------------------------------
3.9. Temperature Sensors
- ----------------------------------------------------------------------------------------------------------------------- Table 10 - Temperature Sensor Outputs - ----------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments ======================================================================================================================= 12G Demux sensor: 2(Volts)be - type sensor in GaAs Parameters: a) Volts/Time TBD b) (current)Fmax TBD - ----------------------------------------------------------------------------------------------------------------------- Low Speed Demux sensor [*] Sink current output - ----------------------------------------------------------------------------------------------------------------------- 3.10 Miscellaneous - ----------------------------------------------------------------------------------------------------------------------- Table 11 - Miscellaneous Specifications - ----------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments ======================================================================================================================= Lifetime [*] Years - ----------------------------------------------------------------------------------------------------------------------- Failure Rate [*] FIT FIT = Failures in 10/?/ hours - ----------------------------------------------------------------------------------------------------------------------- Environmental Requirements [*] Supplied by TSSL. Exceptions granted on case by case basis. - -----------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 11 of 166 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 3.11. Timing Diagrams [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 12 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 3.12. Output Driver Equivalent Circuits 3.13. Output Driver Equivalent Circuits [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 13 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd [*] TSSL Part Number ######## [*] 4. Mechanical Requirements 4.1. Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the module through [*] [*] ). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 14 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 4.2. Output Bit Ordering The order of the bits at the [*] outputs is affected by the fact [*] [*] Assuming that the input bit order is: [*] The de-multiplexed bits shall appear at the module's low speed output connector in the order shown in Table 10. The layout of the module's IC's, substrate and connector shall be such that [*] [*] [*] Table 10 - Output Bit Ordering - ------- D127 - ------- D111 - ------- D095 - ------- D079 - ------- D063 - ------- D047 - ------- D031 - ------- D015 - ------- ---- - ------- D014 - ------- ---- - ------- D013 - ------- ---- - ------- D012 - ------- ---- - ------- D011 - ------- ---- - ------- DO10 - ------- ---- - ------- D009 - ------- ---- - ------- D008 - ------- ---- - ------- D007 - ------- ---- - ------- D006 - ------- ---- - ------- D005 - ------- ---- - ------- D004 - ------- ---- - ------- D003 - ------- ---- - ------- D002 - ------- D113 - ------- D097 - ------- D081 - ------- D065 - ------- D049 - ------- D033 - ------- D017 - ------- D001 - ------- D112 - ------- D096 - ------- D080 - ------- D064 - ------- D048 - ------- D032 - ------- D016 - ------- D000 - ------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 15 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 4.3. Thermal Management The primary heat removal method shall be conduction through the module's base plate (non-component side) that will be attached to an appropriate heat sink. 4.4. Product Marking TBD --- 5. Product Documentation 5.1. Test Results TBD --- 5.2. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 16 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] =Component Specification for TSSL Part Number ####### [*] ____________________________________ This document is TSSL Proprietary. Use pursuant to Company Instructions and applicable Non-Disclosure Agreements Revision History - -------------------------------------------------------------------------------- Issue # Date Author Reason for Re-issue - -------------------------------------------------------------------------------- 1 [*] [*] Initial Release - -------------------------------------------------------------------------------- 2 [*] [*] Spec. negotiation - -------------------------------------------------------------------------------- 3 [*] [*] Spec. negotiation - -------------------------------------------------------------------------------- 4 [*] [*] Module drawing updated Specs for (volts)gain Updated low speed logic levels - -------------------------------------------------------------------------------- 5 [*] [*] Modified specs on low speed clock, data, and alarm outputs Moved sub-rate clock outputs from SMB connectors to parallel connector Removed (volts)gain - -------------------------------------------------------------------------------- 6 [*] [*] Added +5 (volts) supply. Reduced run length tolerance to [*] Changed levels & impedance of low speed data Changed levels & impedance of low speed clocks Changed impedance of alarm outputs Changed rise/fall times of low speed clocks Changed impedance of alarm outputs Changed CLK3 over/under shoot to 10% Spec'd CLK3 output impedance Spec'd temperature sensors Removed LOC Spec'd connector type Spec'd module thickness - -------------------------------------------------------------------------------- 7 [*] [*] Changes in Bold Red - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 1 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number ######## [*] - -------------------------------------------------------------------------------- [*] Removed Specs in Bold Black Striketrough - -------------------------------------------------------------------------------- TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 Sheet 2 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ####### [*] - ---------------------------------------------- 1. General Description 1.1. This module accepts a [*] data stream and performs the following functions . Recovers the [*] clock . Quantizes and retimes input data with the recovered clock optimally phase aligned in data eye . Demultiplexes the data [*] to produce a parallel data word, [*] , and [*] differential clocks 1.2. The module produces the following output signals: . [*] data word . [*] low speed clocks . [*] sub-rate clock . LOS Alarm signal 2. Block Diagram and I/O Definitions [*] [*] TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 Sheet 3 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ####### [*] - ---------------------------------------------- - ------------------------------------------------------------------------------ Table 1-I/0 Signal Descriptions Signal Description Din [*] input data signal (Volts)cc1 DC power supply (Volts)cc2 DC power supply (Volts)ee1 DC power supply Removed from specs D\\000\\ - D\\127\\ [*] Demultiplexed data CLK1, CLK2 Differential [*] clocks CLK3 Differential [*] sub-rate clock LOS Loss of signal alarm (Volts)th Decisions threshold adjustment - ------------------------------------------------------------------------------ TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 Sheet 4 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3. Module Specifications 3.3. DC Power
- ---------------------------------------------------------------------------------------------------------------- Table 2 - DC Power Specifications - ---------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments - ---------------------------------------------------------------------------------------------------------------- Power Dissipation Pdisp [*] W Design Goal: 8 W max - ---------------------------------------------------------------------------------------------------------------- Supply Voltages (volts)cc1 [*] [*] [*] (volts) Power supplies tolerance (volts)cc2 [*] [*] [*] (volts) +7% (volts)ee1 [*] [*] [*] (volts) [*] (volts) - ---------------------------------------------------------------------------------------------------------------- Current Draw lcc1 [*] (meters)(amp) lcc2 [*] (meters)(amp) lee1 [*] (meters)(amp) [*] - ---------------------------------------------------------------------------------------------------------------- Power Supply Sequencing Module shall be insensitive to supply power-up and power-down sequencing or timing. - ---------------------------------------------------------------------------------------------------------------- Power Failure Tolerance Failure of one or more supplies will not cause damage to module. - ----------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 5 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######### 3.4. High Speed Input Signal
- ------------------------------------------------------------------------------------------------------------------------------------ Table 3 - High Speed Input Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Input Data Rate [*] [*] [*] Gb/s OC-192 / STM-64 Rate - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Format NRZ - ------------------------------------------------------------------------------------------------------------------------------------ Input Pattern Tolerance Module must work properly with a 101010.....input pattern. - ------------------------------------------------------------------------------------------------------------------------------------ Maximum Tolerable Run All 1's or all 0's Length [*] - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Amplitude (Volts)_Din [*] [*] [*] (millivolts)p-p - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Connector [*] - ------------------------------------------------------------------------------------------------------------------------------------ Input Data Coupling [*] - ------------------------------------------------------------------------------------------------------------------------------------ Input High End Cutoff F_high_Din [*] GHz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------------ Input Low End Cutoff F_low_Din [*] KHz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------------ Input Impedance (impedence)_Din [*] [ohm] - ------------------------------------------------------------------------------------------------------------------------------------ Input Return Loss S11_Din [*] dB 50 MHz F 8.0 GHz (S11 ** 10 dB down to 150 KHz established by qualification measurement) - ------------------------------------------------------------------------------------------------------------------------------------
** greater than Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 6 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.5 High Speed Input Signal
- ------------------------------------------------------------------------------------------------------------------------------------ Table 4 - Control Input Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Decision Threshold [*] [*] % of input Adjustment Range Capability eye amp. - ------------------------------------------------------------------------------------------------------------------------------------ Vth for decision threshold at Vth_min [*] [*] (Volts) 10% of eye amplitude - ------------------------------------------------------------------------------------------------------------------------------------ Vth for decision threshold at Vth_max [*] [*] [*] (Volts) 90% of eye amplitude - ------------------------------------------------------------------------------------------------------------------------------------ Vth_max-Vth_min [*] [*] (Volts) Assures adequately small adjustment granularity for digital control of Vth - ------------------------------------------------------------------------------------------------------------------------------------ Vth input resistance R_Vth [*] (Kido)(ohm) - ------------------------------------------------------------------------------------------------------------------------------------ Vth High End Cutoff F_high_Vth [*] kHz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 7 of 16 Tyco Submarine Systems, Ltd Issuer 7 [*] TSSL Part Number ######## 3.6. Low Speed Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 5 - Low Speed Outputs - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Data output rate [*] Mb/s (Input data rate) / 128 - ------------------------------------------------------------------------------------------------------------------------------------ Output clock frequency [*] MHz (Input data rate) / 128 Both CLK1 and CLK2 are differential clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Data logic HIGH level (Volts)_data_(High) CMOS drivers with 68 (ohm) output [*] [*] [*] millivolts impedance - ------------------------------------------------------------------------------------------------------------------------------------ Data logic LOW level (Volts)_data_(Low) CMOS drivers with 68 (ohm) output [*] [*] millivolts impedance - ------------------------------------------------------------------------------------------------------------------------------------ Data transmission line (impedence)_data See data output driver equivalent impedance on module [*] (ohm) circuit figure - ------------------------------------------------------------------------------------------------------------------------------------ Cross talk [*] dB data to data, data to clock, clock to data - ------------------------------------------------------------------------------------------------------------------------------------ "Eye" cross position Eye_cross [*] [*] % of eye - ------------------------------------------------------------------------------------------------------------------------------------ Clock - Data relationship Low speed shall be clocked out of the CDR/DEMUX module on the RISING edge of CLK1 ------ - ------------------------------------------------------------------------------------------------------------------------------------ Clock output coupling [*] All low speed clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ Clock logic HIGH level (Volts)_clk_(High) millivolts CMOS drivers with 68 (ohm) output [*] [*] [*] impedance Amplitude defined to high Impedance load (open) ended, driving 50 (ohm) load - ------------------------------------------------------------------------------------------------------------------------------------ Data logic LOW level (Volts)_clk_(Low) [*] [*] millivolts CMOS drivers with 68 (ohm) output impedance Amplitude defined to high Impedance load (open) Each low speed clock output, single ended, driving 50 (ohm) load - ------------------------------------------------------------------------------------------------------------------------------------ Clock transmission line (impedence)_clk (ohm) All low speed clock outputs. See impedance on module [*] clock output driver equivalent circuit figure - ------------------------------------------------------------------------------------------------------------------------------------ Data output rise / fall time (rise time)_data, (nano seconds) 20 to 80%, see timing diagram (fall time)_data [*] [*] - ----------------------------------------------------------------------------------------------------------------------------------- Clock output rise / fall time (rise time)_clk, (fall time)_clk [*] [*] (nano seconds) 20 to 80%, see timing diagram - ------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omission. TSSL PROPRIETARY Issue 7 Sheet 8 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ########
- ----------------------------------------------------------------------------------------------------------------------------------- Table 5 - Low Speed Outputs (continued) - ----------------------------------------------------------------------------------------------------------------------------------- Output clock duty cycle Dcyc [*] [*] % All clock outputs - ----------------------------------------------------------------------------------------------------------------------------------- CLK1 to CLK1_b and CLK2 Tclk_skew [*] (nano seconds) See timing diagram to CLK2_b differential clock skew - ----------------------------------------------------------------------------------------------------------------------------------- CLK1 to data delay Tcd [*] [*] (nano seconds) See timing diagram Measured across Doco-D127. Worst case over temperature and supply voltage range. - ----------------------------------------------------------------------------------------------------------------------------------- CLK1 to date skew variation Tcd(max)- (nano seconds) See timing Diagram Tcd(min) [*] Measured across Doco-D127. Worst case over temperature and supply voltage range. - ----------------------------------------------------------------------------------------------------------------------------------- Clock over / under shoot Ovrsh_c77, [*] % of clock Applies to Clk1, Clk1_b, Clk2, Undrsh_c77 amplitude and Clk2_b - ----------------------------------------------------------------------------------------------------------------------------------- 3.7 Alarm Output - ----------------------------------------------------------------------------------------------------------------------------------- Table 6 - Alarm Output Specifications - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =================================================================================================================================== LOS logic High level (Volts)_LOS_H [*] [*] [*] (milli volts) Open collector. On-board Pull-up Resistor of 10k(ohm) - ----------------------------------------------------------------------------------------------------------------------------------- LOS logic Low level (Volts)_LOS_L [*] [*] (milli volts) - ----------------------------------------------------------------------------------------------------------------------------------- Short Circuit Tolerance All outputs shall be able to withstand an Infinite duration short to ground without sustaining damage - ------------------------------------------------------------------------------------------------------------------------------------ See LOS output driver equivalent Removal from specs circuit figure - ------------------------------------------------------------------------------------------------------------------------------------ Din LOS activate threshold LOS_active [*] - ------------------------------------------------------------------------------------------------------------------------------------ Din LOS hysteresis LOS_hyst [*] - ------------------------------------------------------------------------------------------------------------------------------------ LOS activate / disable time T_LOS [*] [*] (micro seconds) Alarm is active HIGH - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 9 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.8. Sub-Rate Clock Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 7 - Sub-Rate Clock Outputs - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Frequency [*] MHz (Input data rate) + 16 - ------------------------------------------------------------------------------------------------------------------------------------ Output Coupling [*] - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Output Level (volts)_c622_diff [*] [*] (millivolts) Differential, 300 millivoltsp-p single ended - ------------------------------------------------------------------------------------------------------------------------------------ Clock rise / fall time (rise time)_c622/ [*] [*] ps 20 - 80% (fall time)_c622 - ------------------------------------------------------------------------------------------------------------------------------------ Clock duty cycle Dcyc [*] [*] % All clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ CLK3 to CLK3_b differential Tc622_skew [*] ps clock skew - ------------------------------------------------------------------------------------------------------------------------------------ Clock over / under shoot Ovrsh_c622, [*] % of clock Applies to Clk3 and Clk3_b Undrsh_c622 amplitude - ------------------------------------------------------------------------------------------------------------------------------------ Clock output impedance (impedence)_c767 [*] (ohm) Applies to Clk3 and Clk3_b - ------------------------------------------------------------------------------------------------------------------------------------
3.9. Jitter Performance
- ------------------------------------------------------------------------------------------------------------------------------------ Table 8 - Jitter Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Jitter Tolerance JTOL [*] - ------------------------------------------------------------------------------------------------------------------------------------ Jitter Transfer Function JTF [*] dB DC to 10 KHz (established by qualification measurement) - ------------------------------------------------------------------------------------------------------------------------------------ Jitter Generation JGEN [*] Ulp-p 50 KHz - 80 MHz - ------------------------------------------------------------------------------------------------------------------------------------
Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 10 of 16 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Tyco Submarine Systems, Ltd Issue7 [*] TSSL Part Number ######## 3.10. Temperature Sensors
- --------------------------------------------------------------------------------------------------------- Table 9 - Temperature Sensor Specifications - --------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments - --------------------------------------------------------------------------------------------------------- 10G Demux sensor: 2 Volts \\BE\\ -type sensor in GaAs Parameters: a) Volt/Time TBD b) (current) \\ F\\max TBD - --------------------------------------------------------------------------------------------------------- Low Speed Demux sensor [*] Sink current output - --------------------------------------------------------------------------------------------------------- 3.11. Miscellaneous - --------------------------------------------------------------------------------------------------------- Table 10 - Miscellaneous Specifications - --------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments - --------------------------------------------------------------------------------------------------------- Lifetime [*] Years - --------------------------------------------------------------------------------------------------------- Failure Rate [*] FIT FIT = Failures in 10/9/ hours - --------------------------------------------------------------------------------------------------------- Environmental Requirements Supplied by TSSL. Exceptions [*] granted on case by case basis. - ---------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 11 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.12 Timing Diagrams [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 12 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.13. Output Driver Equivalent Circuits [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 13 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 4. Mechanical Requirements 4.14. Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the [*] through [*] impedance controlled). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 14 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 4.15. Output Bit Ordering The order of the bits at the [*] outputs is affected by the fact that [*] [*] .Assuming that the input bit order is: [*] The de-multiplexed bits shall appear at the module's low speed output connector in the order shown in Table 10. The layout of the module's IC's, substrate and connector shall be such that all of the low speed data signals are located as shown in figure 4. This assures that [*] [*] Table 10- Output Bit Ordering --------- D127 --------- D111 --------- D095 --------- D079 --------- D063 --------- D047 --------- D031 --------- D015 --------- ---- --------- D014 --------- ---- --------- D013 --------- ---- --------- D012 --------- ---- --------- D011 --------- ---- --------- D010 --------- ---- --------- D009 --------- ---- --------- D008 --------- ---- --------- D007 --------- ---- --------- D006 --------- ---- --------- D005 --------- ---- --------- D004 --------- ---- --------- D003 --------- ---- --------- D002 --------- D113 --------- D097 --------- D081 --------- D065 --------- D049 --------- D033 --------- D017 --------- D001 --------- D112 --------- D096 --------- D080 --------- D064 --------- D048 --------- D032 --------- D016 --------- D000 --------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 15 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 4.16. Thermal Management The primary heat removal method shall be conduction through the module's base plate (non-component side) that will be attached to an appropriate heat sink. 4.17. Product Marking TBD --- 5. Product Documentation 5.18. Test Results TBD --- 5.19. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 16 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] Component Specification for TSSL Part Number [*] [*] ___________________________ This document is TSSL Proprietary Use pursuant to Company Instructions and applicable Non-Disclosure Agreements
Revision History - ------------------------------------------------------------------------------- Issue # Date Author Reason for Re-issue - --------------------------------------------------------------------------------- 1 [*] [*] Initial Release - --------------------------------------------------------------------------------- 2 [*] [*] Spec. negotiation - --------------------------------------------------------------------------------- 3 [*] [*] Spec. negotiation - --------------------------------------------------------------------------------- 4 [*] [*] Module drawing update Block diagram labeling Vterm bypass - ---------------------------------------------------------------------------------- 5 [*] [*] Removed Clk2 Changed high speed data output to DC coupling Modified specs on alarm outputs Moved sub-rate clock outputs from SMB connectors to parallel connector - ---------------------------------------------------------------------------------- 6 [*] [*] Add +5 V supply Change levels and impedance of low speed data. Change levels and impedance of low speed clocks Added rise/fall time for input low speed signals Change CLK3 over/under shoot to 10% Spec'd CLK3 output impedance Spec'd temperature sensors Spec'd connector type Spec'd module thickness - ---------------------------------------------------------------------------------- 7 [*] [*] Removed Data_b output Added LOC3 alarm Updated supply voltages and currents Changed levels of sub-rate clock outputs. General clean up. - ----------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 1 of 15 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] [*] - ----------------------- 1. General Description. 1.1. This module accepts [*] differential clock at [*] . It performs the following functions: . Uses the input clock as a reference to synthesize a [*] clock . Multiplexes the input data [*] to produce [*] [*] . Uses the [*] clock as a reference to synthesize a [*] clock . Multiplexes the internal rails [*] to produce a [*] 1.2. The module produces the following output signals: . [*] output signal . [*] output clock . [*] differential sub-rate clock . [*] alarm signals 2. Block Diagrams and I/O Definitions [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 2 of 15 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] - -------------------------------------------------------------------------------- Table 1 - I/O Signal Descriptions Signal Description D\\000\\-- D\\127\\ [*] input data Vth_data Input data threshold adjustment Clk_in, Clk_in_b Differential [*] input clock Vcc1 DC power supply Vcc2 DC power supply Vee1 DC power supply Vee2 DC power supply Data Differential [*] output signal Clk1 [*] output clock Clk3, Clk3_b Differential [*] sub-rate clock LOC1 Loss of input reference clock alarm-active high LOC2 Loss of [*] VCO output alarm-active high LOC3 Loss of PLL lock in [*] alarm-active high Vterm_clk Clock signal termination voltage - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 3 of 15 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3. Module Specifications 3.1. DC Power
- ------------------------------------------------------------------------------------------------------------------------------------ Table 2 - DC Power Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Power Dissipation Pdisp 10 (Watts) - ------------------------------------------------------------------------------------------------------------------------------------ Supply Voltages Vcc1 [*] [*] [*] (Volts) +7% - Vcc2 [*] [*] [*] (Volts) +7% - Vee1 [*] [*] [*] (Volts) +7% - Vee2 [*] [*] [*] (Volts) +5% - - ------------------------------------------------------------------------------------------------------------------------------------ Current Draw Icc1 [*] (Milli amps) Icc2 [*] (Milli amps) Iee1 [*] (Milli amps) Iee2 [*] (Milli amps) - ------------------------------------------------------------------------------------------------------------------------------------ Power Supply Sequencing Module shall be insensitive to supply power-up and power-down sequencing or timing. - ------------------------------------------------------------------------------------------------------------------------------------ Power Failure Tolerance Failure of one or more supplies will not cause damage to module. - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 4 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.2. Data Inputs
- ----------------------------------------------------------------------------------------------------------------------------------- Table 3 - Data Receiver Specifications - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =================================================================================================================================== Input data rate [*] [*] [*] Mb/s 128 Parallel channels - ----------------------------------------------------------------------------------------------------------------------------------- Input impedance (impedence)_data [*] (ohm) Both to ground and (volts) - ----------------------------------------------------------------------------------------------------------------------------------- Input decision threshold (volts)_data [*] [*] (millivolts) Set by (volts) input - ----------------------------------------------------------------------------------------------------------------------------------- Vth input impedance (impedence)_Vth [*] (ohm) Both to ground and data inputs - ----------------------------------------------------------------------------------------------------------------------------------- Vth high end cutoff F_high_Vth [*] Hz 3 dB down - ----------------------------------------------------------------------------------------------------------------------------------- Data input logic LOW (volts)_data_low [*] (millivolts) threshold - ----------------------------------------------------------------------------------------------------------------------------------- Data input logic HIGH (volts)_data_high [*] (millivolts) threshold - ----------------------------------------------------------------------------------------------------------------------------------- Input data levels [*] [*] (millivolts) Each input to ground - ----------------------------------------------------------------------------------------------------------------------------------- Input data rise/fall times (rise time)_data (nanoseconds) (fall time)_data [*] - ----------------------------------------------------------------------------------------------------------------------------------- Data transmission line (impedence)_data [*] (volts) impedance on module - -----------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 5 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.3. Clock Inputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 4 - Clock Receiver Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Input clock rate [*] [*] [*] MHz - ------------------------------------------------------------------------------------------------------------------------------------ Input impedance (impedence)_clk [*] (ohm) Each input measured to Vterm_clk - ------------------------------------------------------------------------------------------------------------------------------------ Differential Input impedance (impedence)_clk_diff [*] (Kilo ohm) Between differential inputs - ------------------------------------------------------------------------------------------------------------------------------------ Clock HIGH level ("PECL") (Volts)_clk_H [*] [*] (milli volts) Each input to ground - ------------------------------------------------------------------------------------------------------------------------------------ Clock LOW level ("PECL") (Volts(_clk_L [*] [*] (milli volts) Each input to ground - ------------------------------------------------------------------------------------------------------------------------------------ Input clock over / under shoot [*] (percent) - ------------------------------------------------------------------------------------------------------------------------------------ Clock termination voltage (Volts)term_clk [*] [*] [*] (milli volts) Generated off-module and applied to Vterm- clk input - ------------------------------------------------------------------------------------------------------------------------------------ Input clock rise/fall times (risetime)_clk, (falltime)_clk [*] (nano seconds) - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 6 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.4. Input Timing
- ------------------------------------------------------------------------------------------------------------------------------------ Table 5 - Input Timing Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Minimum required data to T_setup ps Last data stable to clock clock setup time [*] transition. See timing diagram - ------------------------------------------------------------------------------------------------------------------------------------ Minimum required clock to T_hold ps Clock stable to first data data hold time [*] transition. See timing diagram - ------------------------------------------------------------------------------------------------------------------------------------ Clock - Data relationship Low speed data shall be clocked into the MUX/CMU module on the RISING ------ edge of CLK_in - ------------------------------------------------------------------------------------------------------------------------------------
[*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 7 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.5. High Speed Data Output
- ------------------------------------------------------------------------------------------------------------------------------------ Table 6 -- High Speed Data Output Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Output data rate [*] Gb/s (input rate) * 128 - ------------------------------------------------------------------------------------------------------------------------------------ Output connector [*] - ------------------------------------------------------------------------------------------------------------------------------------ Output coupling [*] CML, centered at--600 (milli volts) - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Output impedance [*] (ohm) - ------------------------------------------------------------------------------------------------------------------------------------ Output return loss S22_data [*] dB 150 KHz less than or equal to F less than ----------------------------------------- or equal to 11 GHz ------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Output return loss S22_data [*] dB 11 GHz less than or equal to F less than ---------------------------------------- or equal to 16 GHz ------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Data output amplitude (Volts)_data [*] (milli volts)-p - ------------------------------------------------------------------------------------------------------------------------------------ Eye opening [*] (milli volts)-p Violation free for ITU-T STM-64 eye mask scaled to 12.276 Gb/s - ------------------------------------------------------------------------------------------------------------------------------------ Output rise / fall time (risetime)_data, Ps 20- 80% See timing diagram (falltime)_data, [*] [*] - ------------------------------------------------------------------------------------------------------------------------------------ Output overshoot, undershoot Ovsh_data, [*] % of (Volts) data Goal of 5% Undrsh_data See timing diagram - ------------------------------------------------------------------------------------------------------------------------------------ Output "eye" cross position Eye_cross [*] [*] % of (Volts) data See timing diagram - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 8 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.6. High Speed Clock Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 7 - High Speed Clock Output Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Output clock rate [*] Gb/s (input rate) * 128 - ------------------------------------------------------------------------------------------------------------------------------------ Output connector [*] - ------------------------------------------------------------------------------------------------------------------------------------ Output coupling [*] - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an Infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Output impedance [*] (ohm) - ------------------------------------------------------------------------------------------------------------------------------------ Output return loss S22_clk [*] dB 12.0 GHz (less than or equal to) F (less than or equal to) 12.5 GHz - ------------------------------------------------------------------------------------------------------------------------------------ Clk1 output amplitude volts_clk1 [*] mVp-p - ------------------------------------------------------------------------------------------------------------------------------------ Output rise / fall time (rise time)_clk, (fall time)_clk [*] ps 20 - 80% See timing diagram - ------------------------------------------------------------------------------------------------------------------------------------ Clock duty cycle Dcyc [*] [*] % - ------------------------------------------------------------------------------------------------------------------------------------ Output overshoot, undershoot Ovsh_cl2G % of (volts)_clk1 See timing diagram Undrsh_c12G [*] Goal of 5% - ------------------------------------------------------------------------------------------------------------------------------------
3.7. Temperature Sensors - -------------------------------------------------------------------------------- Table 8 - Temperature Sensor Specifications - -------------------------------------------------------------------------------- Temp Sensor #1 [*] - -------------------------------------------------------------------------------- Temp Sensor #2 [*] - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 9 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.8.High Speed Output Timing
- --------------------------------------------------------------------------------------------------------------------------------- Table 9 - High Speed Output Timing Specifications - --------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments ================================================================================================================================= Clk1 to Data delay Tcd [*] [*] [*] ps TBD.C case temperature Nominal supply voltages Over entire population of modules - --------------------------------------------------------------------------------------------------------------------------------- Clk1 to Data delay variation Tcd_delta [*1 ps Tcd(max) - Tcd(min) For a given unit over time and worst case variation of temperature and supply voltage. All variation with temperature must be monotonic and repeatable.
[*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 10 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.9. Sub-Rate Clock Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 10 - Sub-Rate Clock Outputs - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Frequency [*] MHz (Input data rate) * 8 - ------------------------------------------------------------------------------------------------------------------------------------ Output Coupling [*] - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Output Level (Volts)_c767_diff [*] (millivolts) Differential to 50(ohm) - ------------------------------------------------------------------------------------------------------------------------------------ Clock rise / fall time (Rise Time)_c767/ ps 20 - 80% (Rise Time)_c767 [*] [*] - ------------------------------------------------------------------------------------------------------------------------------------ Clock duty cycle Dcyc_c767 [*] [*] % All clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ CLK3 to CLK3_b differential Tc767_skew ps clock skew [*] - ------------------------------------------------------------------------------------------------------------------------------------ Clock over / under shoot Ovrsh_c767 % of clock Undrsh_c767 [*] amplitude - ------------------------------------------------------------------------------------------------------------------------------------ Clock output impedance (impedence)_c767 [*] (ohm) Applies to Clk3 and Clk3_b - ------------------------------------------------------------------------------------------------------------------------------------ 3.10. Jitter Performance - ------------------------------------------------------------------------------------------------------------------------------------ Table 11 - Jitter Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Jitter Transfer Function JTF [*] dB DC to 10 KHz - ------------------------------------------------------------------------------------------------------------------------------------ Jitter Generation JGEN [*] mUlp-p 50 KHz to 80 MHz Measurement technique - TBD --- - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 11 of 15 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number [*] [*] 3.11. Alarm Outputs
- ----------------------------------------------------------------------------------------------------------------------------------- Table 12 -- LOC1, LOC2 Output Specifications - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =================================================================================================================================== Logic HIGH level (Volt)_LOC1_(High) [*] [*] [*] (millivolts) CMOS compatible (Volt)_L0C2_(High) (Volt)_LOC3_(High) - ----------------------------------------------------------------------------------------------------------------------------------- Logic LOW level (Volt)_LOC1_(Low) (millivolts) CMOS compatible (Volt)_LOC2_(Low) [*] [*] (Volt)_LOC3_(Low) - ----------------------------------------------------------------------------------------------------------------------------------- Short Circuit Tolerance The LOC outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ----------------------------------------------------------------------------------------------------------------------------------- Clk_in level for LOC1 activate [*] (millivolts)p-p Differential - ----------------------------------------------------------------------------------------------------------------------------------- Cik_in level for LOC1 disable [*] (millivolts)p-p Differential - ----------------------------------------------------------------------------------------------------------------------------------- Activate / disable conditions Internal threshold based on for LOC2 status of 767.3 MHz VCO output - ----------------------------------------------------------------------------------------------------------------------------------- Frequency error for activation ppm 128:16 MUX PLL out of lock of LOC3 [*] condition - ----------------------------------------------------------------------------------------------------------------------------------- LOC1, LOC2, LOC3 activate / T_LOC1, disable time T_LOC2, [*] (micro)s Alarms are active HIGH T_LOC3 - -----------------------------------------------------------------------------------------------------------------------------------
3.12. Miscellaneous - ----------------------------------------------------------------------------------------------------------------------------------- Table 13 -- Miscellaneous Specifications - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =================================================================================================================================== Lifetime [*] Years - ----------------------------------------------------------------------------------------------------------------------------------- Failure Rate [*] FIT FIT = Failures in 10/9/ hours - ----------------------------------------------------------------------------------------------------------------------------------- Environmental Requirements [*] Supplied by TSSL Exceptions granted on case by case basis. - -----------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 12 of 15 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number [*] [*] 4. Mechanical Requirements 4.1 Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the module through [*] [*]. ). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 13 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 4.2. Input Bit Ordering The required bit order at the [*] inputs is affected by the fact that the input bit stream is first multiplexed [*] [*]. Assuming that the desired output bit order ( [*] ) is: [*] The bits shall appear at the module's low speed parallel data inputs in the order shown in Table 13. The Clk_in and Clk_in_b signals appear in the middle of this field between bits [*] . The layout of the module's IC's, substrate and connector shall be such that all of the low speed data signals are located as shown in figure 4. This assures that the required bit order can be transported from the FEC circuitry to the MUX/CMU module via a single layer PWB without crossovers. Table 13 - Input Bit Ordering - ---------- D000 - ---------- D016 - ---------- D032 - ---------- D048 - ---------- D064 - ---------- D080 - ---------- D096 - ---------- D112 - ---------- D001 - ---------- D017 - ---------- D033 - ---------- D049 - ---------- D065 - ---------- D081 - ---------- D097 - ---------- D113 - ---------- D002 - ---------- ---- - ---------- D003 - ---------- ---- - ---------- D004 - ---------- ---- - ---------- D005 - ---------- ---- - ---------- D006 - ---------- ---- - ---------- D007 - ---------- ---- - ---------- D119 - ---------- Clk_in_b - ---------- Clk_in - ---------- D008 - ---------- ---- - ---------- D009 - ---------- ---- - ---------- D010 - ---------- ---- - ---------- D011 - ---------- ---- - ---------- D012 - ---------- ---- - ---------- D013 - ---------- ---- - ---------- D014 - ---------- ---- - ---------- D015 - ---------- D031 - ---------- D047 - ---------- D063 - ---------- D079 - ---------- D095 - ---------- D111 - ---------- D127 - ---------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 14 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 4.3. Thermal Management The primary heat removal method shall be conduction through the module's bottom plate that will be attached to an appropriate heat sink. 4.4. Product Marking TBD --- 5. Product Documentation 5.1. Test Results TBD --- 5.2. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 15 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] Component Specification for [*] [*] ---------------------------------- This document is TSSL Proprietary. Use pursuant to Company instructions and applicable Non-Disclosure Agreements Revision History
- -------------------------------------------------------------------------------- Issue # Date Author Reason for Re-issue - -------------------------------------------------------------------------------- 1 [*] [*] Initial Release - -------------------------------------------------------------------------------- 2 [*] [*] Spec. negotiation - -------------------------------------------------------------------------------- 3 [*] [*] Spec. negotiation - -------------------------------------------------------------------------------- 4 [*] [*] Module drawing update Block diagram labeling Vterm bypass - -------------------------------------------------------------------------------- 5 [*] [*] Reduce minimum [*] Modified specs on alarm outputs Moved sub-rate clock outputs from SMB connectors to parallel connector - -------------------------------------------------------------------------------- 6 [*] [*] Add +5 (volts) supply Change levels and impedance of low speed data. Change levels and impedance of low speed clocks Added rise/fall time for input low speed signals Change CLK3 over/under shoot to 10% Spec'd CLK3 output impedance Spec'd temperature sensors Spec'd connector type Spec'd module thickness - -------------------------------------------------------------------------------- 7 [*] [*] Removed Data_b output Removed Clk1 output Added LOC3 alarm Updated supply voltages and currents Changed levels of sub-rate clock outputs. Removed output timing specs General clean up. - --------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 1 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] [*] - ---------------------------------------- 1. General Description 1.1. This module accepts [*] each and one differential clock at [*] . It performs the following functions: . Uses the input clock as reference to synthesize a [*] clock . Multiplexes the input data [*] [*] . Uses the [*] [*] . Multiplexes the internal rails [*] signal 1.2. The module produces the following output signals: . [*] output signal . [*] differential sub-rate clock . [*] alarm signals 2. Block Diagram and I/O Definitions [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 2 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] - -------------------------------------------------------------------------------- Table 1 - I/O Signal Descriptions Signal Description D\\QOO\\ - D\\127\\ [*] input data (volts)th_data Input data threshold adjustment Clk_in, Clk_in_b Differential [*] input clock (volts)cc1 DC power supply (volts)cc2 DC power supply (volts)ee1 DC power supply (volts)ee2 DC power supply Data Differential [*] output signal Clk3, Clk_b Differential [*] sub-rate clock LOC1 Loss of input reference clock alarm - active high LOC2 Loss of [*] VCO output alarm - active high LOC3 Loss of PLL lock in [*] alarm - active high (volts)term_clk Clock input termination voltage - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 3 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3. Module Specifications 3.1. DC Power
- -------------------------------------------------------------------------------------------------------------------------- Table 2 - DC Power Specifications - -------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments ========================================================================================================================== Power Dissipation Pdisp [*] [*] Watts - -------------------------------------------------------------------------------------------------------------------------- Supply Voltages Vcc1 [*] [*] [*] Volts +7% - Vcc2 [*] [*] [*] Volts +7% - Vee1 [*] [*] [*] Volts +7% - Vee2 [*] [*] [*] Volts +5% - - -------------------------------------------------------------------------------------------------------------------------- Current Draw Icc1 [*] milliAmps Icc2 [*] milliAmps Iee1 [*] milliAmps Iee2 [*] milliAmps - -------------------------------------------------------------------------------------------------------------------------- Power Supply Sequencing Module shall be insensitive to supply power-up and power-down sequencing or timing. - -------------------------------------------------------------------------------------------------------------------------- Power Failure Tolerance Failure of one or more supplies will not cause damage to module. - --------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 4 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.2. Data Inputs
- ------------------------------------------------------------------------------------------------------------------------------- Table 3 - Data Receiver Specifications - ------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments =============================================================================================================================== Input data rate [*] [*] [*] Mb/s 128 Parallel channels - ------------------------------------------------------------------------------------------------------------------------------- Input impedance (impedence)_data [*] (kiloohm) Both to ground and Vth - ------------------------------------------------------------------------------------------------------------------------------- Input decision threshold (volts)th_data [*] [*] (millivolts) Set by Vth input - ------------------------------------------------------------------------------------------------------------------------------- Vth input impedance (impedence)_th [*] (kiloohm) Both to ground and data inputs - ------------------------------------------------------------------------------------------------------------------------------- Vth high end cutoff F_high_Vth [*] Hz 3 dB down - ------------------------------------------------------------------------------------------------------------------------------- Data input logic LOW threshold (impedence)_data_L [*] (millivolts) - ------------------------------------------------------------------------------------------------------------------------------- Data input logic HIGH threshold (impedance)_data_H [*] (millivolts) - ------------------------------------------------------------------------------------------------------------------------------- Input data levels [*] [*] (millivolts) each input to ground - ------------------------------------------------------------------------------------------------------------------------------- Input data rise/fall times (risetime)_data, [*] (nanoseconds) (fulltime)_data - ------------------------------------------------------------------------------------------------------------------------------- Data transmission line (impedence)_data [*] (ohm) impedance on module - -------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 5 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.3. Clock inputs
- --------------------------------------------------------------------------------------------------------------------------------- Table 4- Clock Receiver Specifications - --------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol MIN Typ Max Units Comments ================================================================================================================================= Input clock rate [*] [*] [*] (Mega hertz) - --------------------------------------------------------------------------------------------------------------------------------- Input impedance (impedence)_clk [*] (ohm) Each input measured to Vterm _clk - --------------------------------------------------------------------------------------------------------------------------------- Differential input impedance (impedence)_clk_diff [*] (Kilo ohm) - --------------------------------------------------------------------------------------------------------------------------------- Clock HIGH level ("PECL") (volts)_clk_high [*] [*] (milli volts) Each input to ground - --------------------------------------------------------------------------------------------------------------------------------- Clock LOW level ("PECL") (volts)_clk_low [*] [*] (milli volts) Each input to ground - --------------------------------------------------------------------------------------------------------------------------------- Input clock over/ under shoot [*] % - --------------------------------------------------------------------------------------------------------------------------------- Clock termination voltage (Volt)sterm_clk [*] [*] [*] (milli volts) General off-module and applied to Vterm_clk input - --------------------------------------------------------------------------------------------------------------------------------- Input clock rise/fall times (Risetime)_clk, (fulltime)_clk [*] (nano seconds) - ---------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSI PROPRIETARY Sheet 6 of 14 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.4. Input Timing
- -------------------------------------------------------------------------------------------------------------------------- Table 5 - Input Timing Specifications - -------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments ========================================================================================================================== Minimum required data to T_setup [*] ps Last data stable to clock transition. clock setup time See timing diagram - -------------------------------------------------------------------------------------------------------------------------- Minimum required clock to T_hold [*] ps Clock stable to First data data hold time transition. See timing diagram - -------------------------------------------------------------------------------------------------------------------------- Clock - Data relationship Low speed data shall be clocked into the MUX/CMU module on the RISING edge ------ of CLK_in - --------------------------------------------------------------------------------------------------------------------------
[*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 7 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.5. High Speed Data Output
- ----------------------------------------------------------------------------------------------------------------------------------- Table 6 -- High Speed Data Output Specifications - ----------------------------------------------------------------------------------------------------------------------------------- Parameter Symbol Min Typ Max Units Comments - ----------------------------------------------------------------------------------------------------------------------------------- Output data rate [*] Gb/s (input rate)* 128 - ----------------------------------------------------------------------------------------------------------------------------------- Output connector [*] - ----------------------------------------------------------------------------------------------------------------------------------- Output coupling [*] CML, centered at -600 m(Volts) - ----------------------------------------------------------------------------------------------------------------------------------- Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ----------------------------------------------------------------------------------------------------------------------------------- Output impedance [*] (ohm) - ----------------------------------------------------------------------------------------------------------------------------------- Output return loss S22_data [*] dB 150 KHz ** F ** 10.0 GHz - ----------------------------------------------------------------------------------------------------------------------------------- Output return loss S22_data [*] dB 10.0 GHz ** F ** 16 GHz - ----------------------------------------------------------------------------------------------------------------------------------- Data output amplitude (Volts)_data [*] [*] (millivolts)p-p - ----------------------------------------------------------------------------------------------------------------------------------- Data eye opening [*] (millivolts)p-p Violation free for ITU-T STM-64 eye mask - ----------------------------------------------------------------------------------------------------------------------------------- Output rise / fall time (rise time)_data, [*] ps 20-80% See timing diagram (fall time)_data - ----------------------------------------------------------------------------------------------------------------------------------- Output overshoot, undershoot Ovsh_data, [*] % of (Volts)_data See timing diagram Undrsh_data - ----------------------------------------------------------------------------------------------------------------------------------- Output "eye" cross position Eye_cross [*] [*] % of (Volts)_data See timing diagram - -----------------------------------------------------------------------------------------------------------------------------------
** = (less than or equals to) Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 1/19/2000 Sheet 8 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.6. Temperature Sensors - -------------------------------------------------------------------------------- Table 7 -- Temperature Sensor Specifications - -------------------------------------------------------------------------------- Temp Sensor #1 [*] - -------------------------------------------------------------------------------- Temp Sensor #2 [*] - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 1/19/2000 Sheet 9 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.7. Sub-Rate Clock Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 8- Sub-Rate Clock Outputs - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Frequency [*] (mega hertz) (Input data rate) 8 - ------------------------------------------------------------------------------------------------------------------------------------ Output Coupling [*] - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance All outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Output Level volts_c622_diff [*] (milli volts) Differential to 50 (ohm) - ------------------------------------------------------------------------------------------------------------------------------------ Clock rise/fall time rise time_c622/ [*] [*] ps 20-80% fall time_c622 - ------------------------------------------------------------------------------------------------------------------------------------ Clock duty cycle Dcyc_c622 [*] [*] % All clock outputs - ------------------------------------------------------------------------------------------------------------------------------------ CLK3 to CLK3_b differential Tc622_skew [*] ps clock skew - ------------------------------------------------------------------------------------------------------------------------------------ Clock over/under shoot Ovrsh_c622 [*] % of clock Applies to Clk3 and Clk3_b Undrsh_c622 amplitude Goal of 5% - ------------------------------------------------------------------------------------------------------------------------------------ Clock output impedance Impedence_c767 [*] (ohm) Applies to Clk3 and Clk3_b - ------------------------------------------------------------------------------------------------------------------------------------ 3.8. Jitter Performance - ------------------------------------------------------------------------------------------------------------------------------------ Table 9- Jitter Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Jitter Transfer Function JTF [*] dB DC to 10 (Kilo hertz) - ------------------------------------------------------------------------------------------------------------------------------------ Jitter Generation JGEN [*] mUlp-p 50 (Kilo hertz) to 80 (Mega hertz Measurement technique- TBD ---- - ------------------------------------------------------------------------------------------------------------------------------------
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSI PROPRIETARY Issue 7 1/19/2000 Sheet 10 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.9. Alarm Outputs
- ------------------------------------------------------------------------------------------------------------------------------------ Table 10- LOC1, LOC2 Output Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments ==================================================================================================================================== Logic HIGH level volts_LOC1_High (millivolts) CMOS compatible volts_LOC2_High [*] [*] [*] volts_LOC3_High - ------------------------------------------------------------------------------------------------------------------------------------ Logic LOW level volts_LOC1_Low (millivolts) CMOS compatible volts_LOC2_Low [*] [*] volts_LOC3_Low - ------------------------------------------------------------------------------------------------------------------------------------ Short Circuit Tolerance The LOC outputs shall be able to withstand an infinite duration short to ground without sustaining damage. - ------------------------------------------------------------------------------------------------------------------------------------ Clk_in level for LOC1 activate [*] (millivolts)p-p Differential - ------------------------------------------------------------------------------------------------------------------------------------ Clk_in level for LOC1 disable [*] (millivolts)p-p Differential - ------------------------------------------------------------------------------------------------------------------------------------ Activate / disable conditions Internal threshold based on status for LOC2 of 622.08 (Mega hertz) VCO output - ------------------------------------------------------------------------------------------------------------------------------------ Frequency error for activation of LOC3 [*] ppm 128:16 MUX PLL out of lock condition - ------------------------------------------------------------------------------------------------------------------------------------ LOC1, LOC2, LOC3 activate/ T_LOC1, (mirco seconds) Alarms are active HIGH disable time T_LOC2 [*] T_LOC3 - ------------------------------------------------------------------------------------------------------------------------------------ 3.10 Miscellaneous - ------------------------------------------------------------------------------------------------------------------------------------ Table 11- Miscellaneous Specifications - ------------------------------------------------------------------------------------------------------------------------------------ Parameter Symbol Min Typ Max Units Comments - ------------------------------------------------------------------------------------------------------------------------------------ Lifetime [*] Years - ------------------------------------------------------------------------------------------------------------------------------------ Failure Rate [*] FIT FIT= Failures in 10//9// hours - ------------------------------------------------------------------------------------------------------------------------------------ Environmental Requirements [*] Supplied by TSSL Exceptions granted on case by case basis. - ------------------------------------------------------------------------------------------------------------------------------------
Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 1/19/2000 Sheet 11 of 14 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number [*] [*] 4. Mechanical Requirements 4.1. Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the module through [*] [*] ). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 12 of 14 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number [*] [*] 4.2. Input Bit Ordering The required bit order at the [*] inputs is affected by the fact that [*] [*] . Assuming that the desired output bit order (at [*] ) is: [*] The bits shall appear at the module's low speed parallel data inputs in the order shown in Table 13. The Clk_in and Clk_in_b signals appear in the middle of this field between bits D\\119\\ and D\\008\\. The layout of the module's IC's, substrate and connector shall be such that all of the low speed data signals are located as shown in figure 4. This assures that the required bit order can be transported from the FEC circuitry to the MUX/CMU module via a single layer PWB without crossovers. Table 13 -- Input Bit Ordering - ----------------- D000 - ----------------- D016 - ----------------- D032 - ----------------- D048 - ----------------- D064 - ----------------- D080 - ----------------- D096 - ----------------- D112 - ----------------- D001 - ----------------- D017 - ----------------- D033 - ----------------- D049 - ----------------- D065 - ----------------- D081 - ----------------- D097 - ----------------- D113 - ----------------- D002 - ----------------- - ---- - ----------------- D003 - ----------------- - ---- - ----------------- D004 - ----------------- - ---- - ----------------- D005 - ----------------- - ---- - ----------------- D006 - ----------------- - ---- - ----------------- D007 - ----------------- - ---- - ----------------- D119 - ----------------- Clk_in_b - ----------------- Clk_in - ----------------- D008 - ----------------- - ---- - ----------------- D009 - ----------------- - ---- - ----------------- D010 - ----------------- - ---- - ----------------- D011 - ----------------- - ---- - ----------------- D012 - ----------------- - ---- - ----------------- D013 - ----------------- - ---- - ----------------- D014 - ----------------- - ---- - ----------------- D015 - ----------------- D031 - ----------------- D047 - ----------------- D063 - ----------------- D079 - ----------------- D095 - ----------------- D111 - ----------------- D127 - ----------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 13 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 4.3. Thermal Management The primary heat removal method shall be conduction through the module's base plate (non-component side) that will be attached to an appropriate heat sink. 4.4. Product Marking TBD --- 5. Product Documentation 5.1. Test Results TBD --- 5.2. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 14 of 14 EXHIBIT C SCHEDULE AGREEMENT [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. -----END PRIVACY-ENHANCED MESSAGE-----